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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 20-F

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

OR

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

For the fiscal year ended November 30, 2007

OR

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

For the transition period from ____________to ____________

OR

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

Date of event requiring this shell company report

Commission file number 000-30972

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

Not Applicable(Translation of Registrant's
Name into English)

British Columbia, Canada(Jurisdiction of
incorporation or organization)

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

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

Not ApplicableTitle of Each Class

Not ApplicableName of Each Exchange on Which
Registered

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2

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

Common Shares Without Par Value(Title of
Class)

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

Not ApplicableTitle of Class

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

There were 6,058,256 common shares, without par value, issued
and outstanding as of November 30, 2007.

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

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

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

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

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act. (Check one):Large accelerated filer [
]           Accelerated filer
[ ]           Non-accelerated
filer [X]

Indicate by check mark which financial statement item the
registrant has elected to follow.[X] Item 17 [ ] Item 18

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

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

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

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3

PART I

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

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

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

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

|ITEM 1 | Identity of Directors, Senior Management and
      Advisers
|------ | -----------------------------------------------------------

Not applicable.

|ITEM 2 | Offer Statistics and Expected Timetable
|------ | ---------------------------------------

Not applicable.

|ITEM 3 | Key Information
|------ | ---------------

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

The following financial data summarizes selected financial data
for our company prepared in accordance with Canadian generally accepted
accounting principles for the five fiscal years ended November 30, 2007.
Additional information is presented to show the differences which would result
from the application of United States generally accepted accounting principles
to our financial information. The information presented below for the five year
period ended November 30, 2007 is derived from our audited financial statements
which were examined by our independent auditor. The information set forth below
should be read in conjunction with our audited financial statements and related
notes included in this annual report and with the information appearing under
the heading "Item 5. Operating and Financial Review and Prospects". The data is
presented in Canadian dollars.

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4

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

Fiscal Year Ended November 30 (Audited)

|CANADIAN GAAP                  |   | 2007      |   |   | 2006      |   |   | 2005      |   |   | 2004      |   |   | 2003      |  
|------------------------------ | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | -
|                               |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Net Sales or Operating Revenue |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Total Expenses                 |   | 61,980    |   |   | 58,145    |   | $ | 71,186    |   | $ | 49,574    |   | $ | 27,824    |  
|Income (Loss) From Operations  |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Other Income                   |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Income (Loss) from             |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Continuing Operations          |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Net Loss for the year          | $ | (61,980   | ) | $ | (58,145   | ) | $ | (71,186   | ) | $ | (49,597   | ) | $ | (27,840   | )
|Net Loss from                  |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Operations per Common Share    | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.02     | ) | $ | (0.03     | )
|Loss from Continuing           |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Operations per Common Share    |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Total Assets                   | $ | 6,236     |   | $ | 18,020    |   | $ | 80,120    |   | $ | 145,773   |   | $ | 314       |  
|Total Stockholders' Equity     |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|(Deficit)                      | $ | (52,759   | ) | $ | 9,221     |   | $ | 67,366    |   | $ | 138,552   |   | $ | (61,851   | )
|Capital Stock                  | $ | 4,279,498 |   | $ | 4,279,498 |   | $ | 4,279,498 |   | $ | 4,279,498 |   | $ | 4,029,498 |  
|Number of Common Shares        |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|(adjusted to reflect changes   |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|in capital)                    |   | 6,058,256 |   |   | 6,058,256 |   |   | 6,058,256 |   |   | 6,058,256 |   |   | 5,291,284 |  
|Diluted Net Loss per           |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Common Share                   | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.02     | ) | $ | (0.03     | )
|Long-Term Debt                 |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Cash Dividends per Common      |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Share                          |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  

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

Fiscal Year Ended November 30 (Audited)

|UNITED STATES GAAP             |   | 2007      |   |   | 2006      |   |   | 2005      |   |   | 2004      |   |   | 2003      |  
|------------------------------ | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | -
|                               |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Net Sales or Operating Revenue |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Total Expenses                 | $ | 61,980    |   | $ | 58,145    |   | $ | 71,186    |   | $ | 49,574    |   | $ | 27,824    |  
|Income (Loss) From Operations  |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Other Income                   |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Income (Loss) from             |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Continuing Operations          |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Net Loss for the year          | $ | (61,980   | ) | $ | (58,145   | ) | $ | (71,186   | ) | $ | (49,597   | ) | $ | (27,840   | )
|Net Loss from                  |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Operations per Common Share    | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.02     | ) | $ | (0.03     | )
|Loss from Continuing           |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Operations per Common Share    |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Total Assets                   | $ | 6,236     |   | $ | 18,020    |   | $ | 80,120    |   | $ | 145,773   |   | $ | 314       |  
|Total Stockholders' Equity     |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|(Deficit)                      | $ | (52,759   | ) | $ | 9,221     |   | $ | 67,366    |   | $ | 138,552   |   | $ | (61,851   | )
|Capital Stock                  | $ | 4,279,498 |   | $ | 4,279,498 |   | $ | 4,279,498 |   | $ | 4,279,498 |   | $ | 4,029,498 |  

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|UNITED STATES GAAP           |   | 2007      |   |   | 2006      |   |   | 2005      |   |   | 2004      |   |   | 2003      |  
|---------------------------- | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | -
|Number of Common Shares      |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|(adjusted to reflect changes |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|in capital)                  |   | 6,058,256 |   |   | 6,058,256 |   |   | 6,058,256 |   |   | 6,058,256 |   |   | 5,291,284 |  
|Diluted Net Income per       |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Common Share                 | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.01     | ) | $ | (0.02     | ) | $ | (0.03     | )
|Long-term Debt               |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  
|Cash Dividends per Common    |   |           |   |   |           |   |   |           |   |   |           |   |   |           |  
|Share                        |   | -         |   |   | -         |   |   | -         |   |   | -         |   |   | -         |  

Reconciliation to United States Generally Accepted
Accounting Principles

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

Disclosure of Exchange Rate History

Since June 1, 1970, the government of Canada has permitted a
floating exchange rate to determine the value of the Canadian dollar as compared
to the United States dollar. On May 15, 2008 , the exchange rates in effect for
Canadian dollars exchanged for United States dollars, expressed in terms of
Canadian dollars (based on the noon buying rates in New York City, for cable
transfers in Canadian dollars, as certified for customs purposes by the Federal
Reserve Bank of New York) was $0.9996. For the past five fiscal years ended
November 30, and for the six monthly periods between November, 2007 and April,
2008, the following exchange rates were in effect for Canadian dollars exchanged
for United States dollars, expressed in terms of Canadian dollars (based on the
noon buying rates in New York City, for cable transfers in Canadian dollars, as
certified for customs purposes by the Federal Reserve Bank of New York):

Year Ended
    
    AverageNovember 30, 2003
    $
    1.3130November 30, 2004
    $
    1.3094November 30, 2005
    $
    1.2163November 30, 2006
    $
    1.1347November 30, 2007
    $
    0.9661


Month Ended
    
    Low/HighNovember 2007
    $
    0.9168/$1.0007December 2007
    $
    0.9784/$1.0216January 2008
    $
    0.9905/$1.0294February 2008
    $
    0.9717/$1.0188March 2008
    $
    0.9841/$0.9974April 2008
    $
    1.0021/$1.0268


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

Not applicable

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6

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

Not applicable

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

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

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

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

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

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

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

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

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7

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

In the past, we have incurred substantial net losses. For the
year ended November 30, 2007, we incurred net losses of $61,980, and for the
year ended November 30, 2006, we incurred net losses of $58,145. We also have an
accumulated deficit of $4,332,257 as at November 30, 2007. At this time, our
ability to generate any revenues is uncertain. As we do not have sufficient
funds to finance our daily operating costs for the next twelve months, we will
require additional funds to finance the acquisition of a suitable business
opportunity or complete a business combination. We do not expect to generate any
revenues for the foreseeable future. Accordingly, we will require additional
funds, either from equity or debt financing, to maintain our daily operations in
the future and to locate, acquire and develop a suitable business opportunity or
complete a business combination. Obtaining additional financing is subject to a
number of factors, including investor acceptance of any business we may acquire
or combine with in the future and general investor sentiment. Financing,
therefore, may not be available on acceptable terms, if at all. The most likely
source of future funds presently available to us is through the sale of equity
capital. Any sale of share capital, however, will result in the dilution the
shareholdings of existing shareholders. If we are unable to raise additional
funds, we may be forced to delay our plan of operation and our entire business
may fail.

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

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

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

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

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

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8

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

While seeking to acquire a business opportunity, management
anticipates devoting up to 100 hours per month to the business of our company.
Our officers have not entered into written employment agreements with our
company with respect to our proposed plan of operation and are not expected to
do so in the foreseeable future. We have not obtained key man life insurance
with regard to our officers or directors. Notwithstanding the combined limited
experience and time commitment of management, loss of the services of any of
these individuals would adversely affect the development of our business and our
continuing operations.

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

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

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

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

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

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

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

Although we are subject to regulation under the Securities
Exchange Act of 1934, management believes that we are not subject to
regulation under the Investment Company Act of 1940, insofar as we are
not engaged in the business of investing or trading in securities. In the event
that we engage in business combinations which result in our company holding
passive investment interests in a number of entities, we could be subject to
regulation under the Investment Company Act of 1940, meaning that we
would be

---

9

required to register as an investment company and could be
expected to incur significant registration and compliance costs. We have
obtained no formal determination from the Securities and Exchange Commission as
to the status of our company under the Investment Company Act of 1940 and
consequently, any violation of such legislation would subject us to material
adverse consequences.

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

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

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

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

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

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

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

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

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10

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

Over the twelve month period ending November 30, 2008, we
anticipate that we will incur approximately $50,000 in operating costs and the
continued pursuit of identifying a suitable business opportunity or combination.
We do not have sufficient funds to cover our estimated daily operating costs
during the next twelve months and as we have not generated any revenues to date,
we will be required to raise additional funding through private placements of
our equity securities and/or debt financing. In addition, any business
combination or business opportunity that we may elect to enter into may require
that we raise additional financing. We anticipate that we would secure any
additional financing necessary through a private placement of our common
shares.

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

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

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

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

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

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

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11

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

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

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

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

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

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

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

In addition to the "penny stock" rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities

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12

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

|ITEM 4 | Information on Bradner Ventures Ltd.
|------ | ------------------------------------

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

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

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

Our corporate offices are located at Suite 1680, 200 Burrard
Street, Vancouver, British Columbia, Canada, V6C 3L6. Our telephone number is
604.693.0177 and our facsimile number is 604.638.3525.

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

For the fiscal years ended November 30, 2007, 2006 and 2005, we
incurred net losses of $61,980, $58,145 and $71,186, respectively. We did not
generate any revenues during such periods.

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

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

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

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

---

13

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

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

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

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

---

14

such transaction is consummated, our company will continue to
not generate any revenues and our shareholders may not realize a return on their
investment.

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

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

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

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

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

There can be no assurance that management of our company will
be able to identify and enter into a suitable business opportunity or business
combination or that management has the requisite experience to recognize and
understand a business operation that would benefit our company. In the event
that management is able to locate what it considers to be a suitable business
opportunity, there can be no assurance that the acquisition of such business
opportunity or the entering into of a business combination

---

15

will be successful. Selecting a business opportunity will be
complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking the benefits
of publicly-traded corporations. Such benefits include:

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

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

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

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

Over the twelve month period ending November 30, 2008, we
anticipate that we will incur approximately $50,000 in operating costs and the
continued pursuit of identifying a suitable business opportunity or combination.
We expect that any future funding requirements, if required, will be raised
through private placements of our equity securities and/or debt financing.

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

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

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

We currently rent office space located at Suite 1680, 200
Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6 for the sum of $500
per month. We believe that our current office arrangements provide adequate
space for our foreseeable future needs.

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

Not applicable.

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16

|ITEM 5 | Operating and Financial Review and
      Prospects
|------ | --------------------------------------------------

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

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

Our company did not generate any revenues during fiscal 2007 or
2006. Our company continues to seek out a suitable business opportunity or
business combination. Our management does not believe that we will be able to
generate revenues until our company locates, acquires and develops a suitable
business or until our company enters into a business combination with an entity
that has a suitable pre-existing business.

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

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

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

|                                  |   | 2007        |  
|--------------------------------- | - | ----------- | -
|                                  |   |             |  
|                                  |   | November 30 |  
|                                  |   |             |  
|Revenues                          | $ | Nil         |  
|                                  |   |             |  
|Net loss                          |   | (14,988     | )
|                                  |   |             |  
|Basic and Diluted earnings (loss) |   |             |  
|per share                         |   | (0.00       | )

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

Expenses were $61,980 for the fiscal year ended November 30,
2007, compared to $58,145 for fiscal 2006 and $71,186 for fiscal 2005. Expenses
incurred in the fiscal year ended November 30, 2007 and in the quarter ended
November 30, 2007 were primarily those required to maintain our continuous
disclosure requirements as a public company while we seek to identify a suitable
business opportunity or business combination.

Total cash outflow for the year ended November 30, 2007 was
$15,993 compared to a cash outflow of $61,381 for the year ended November 30,
2006 and a cash outflow of $67,096 for the year ended November 30, 2005. The
decrease in cash outflow of our 2007 fiscal year end as compared to our 2006
fiscal year end was due primarily to a short term advance of $50,000 we received
from a director during

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17

2007. The decrease in cash outflow from our 2006 fiscal year to
our fiscal 2005 was due to lower operating expenses.

Year ended November 30, 2006 Compared to Year ended November
30, 2005

The following table provides selected quarterly financial
information for 2006 for our company:

|                           |   | 2006        |  
|-------------------------- | - | ----------- | -
|                           |   |             |  
|                           |   | November 30 |  
|                           |   |             |  
|Revenues                   | $ | Nil         |  
|                           |   |             |  
|Net loss                   |   | (15,176     | )
|                           |   |             |  
|Basic and Diluted earnings |   |             |  
|(loss) per share           |   | (0.00       | )

We incurred a loss for the year ended November 30, 2006 of
$58,145 or $(0.01) per share compared to a loss of $71,186 or $(0.01) per share
for the year ended November 30, 2005. The decrease in the net loss of fiscal
2006 as compared to fiscal 2005 was due to a decrease in professional fees.

Expenses were $58,119 for the fiscal year ended November 30,
2006, compared to $71,173 for fiscal 2005 and $49,574 for fiscal 2004. Expenses
incurred in the fiscal year ended November 30, 2006 and in the quarter ended
November 30, 2006 were primarily those required to maintain our continuous
disclosure requirements as a public company while we seek to identify a suitable
business opportunity or business combination.

Total cash outflow for the year ended November 30, 2006 was
$61,381 compared to a cash outflow of $67,096 for the year ended November 30,
2005. The decrease in cash outflow of our 2006 fiscal year end as compared to
our 2005 fiscal year end was primarily attributed to lower operating expenses
and a decrease in our net loss. In June, 2004, we completed a private placement
of 5,000,000 units at a price of $0.05 per unit for aggregate gross proceeds of
$250,000. Each unit consisted of one common share and one share purchase warrant
with each warrant entitling the holder to purchase one additional common share
at a price of $0.10 per common share until June 18, 2007.

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

We have cash of $902 as at November 30, 2007, compared to
$16,895 as at November 30, 2006. During the year ended November 30, 2007, we
spent $60,993 on operating activities, received $50,000 from a director as an
advance and used $5,000 as a deposit in connection with the general acquisition
of an exploration permit, thereby decreasing our cash position from $16,895 at
November 30, 2006 to $902 at November 30, 2007. Our companys operating expenses
of $61,980 for the fiscal year ended November 30, 2007 included professional
fees (accounting, administration and legal) of $39,996, mineral property
exploration of $3,921, transfer agent and regulatory fees of $5,790 and office
and miscellaneous fees of $9,757.

We had cash of $16,895 as at November 30, 2006, compared to
$78,276 as at November 30, 2005. During the year ended November 30, 2006, we
spent $58,145 on operations and had no cash inflows from financing activities,
thereby decreasing our cash position from $78,276 at November 30, 2005 to
$16,895 at November 30, 2006. Our companys operating expenses for the fiscal
year ended November 30, 2006 of $58,145 included professional fees (accounting,
administration and legal) of $35,232, transfer agent and regulatory fees of
$5,888 and office and miscellaneous fees of $9,884.

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18

We are currently seeking a business opportunity or business
combination. If our company is successful in locating such a business and
ultimately seeks to acquire or combine with the business, our company will incur
expenses as part of the due diligence and transactional process. If an
acquisition or business combination agreement is concluded in fiscal 2008, we
anticipate that significant professional, filing and due diligence costs will be
incurred by our company and, as a result, we will be forced to seek additional
financing to fund the acquisition or business combination.

Our current plan of operation is to acquire a prospective
business opportunity. We did not enter into any definitive agreements during
fiscal 2007 in regards to the acquisition of a suitable business opportunity.
Our company has limited financing upon which to continue our operations, and we
anticipate that any acquisition that our company may ultimately seek to enter
into will require additional financing. We presently do not have any
arrangements in place for the financing of our continued operations or the costs
associated with locating, acquiring and developing a prospective business
opportunity.

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

Operating Activities

Operating activities used cash of $60,993 for the year ended
November 30, 2007 compared to $61,381 for the year ended November 30, 2006.

Investing Activities

Investing activities used cash of $5,000 for the year ended
November 30, 2007, compared to $Nil for the year ended November 30, 2006.

Financing Activities

Financing activities provided cash of $50,000 for the year
ended November 30, 2007, compared to $Nil for the year ended November 30,
2006.

Capital Resources

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

This estimate may increase if we are required to carry out due
diligence investigations in regards to any prospective business opportunity or
if the costs of negotiating acquisition agreements are greater than anticipated.
We had cash in the amount of $902 and a working capital deficiency in the amount
of $52,759 as of November 30, 2007. Presently, we are in the process of seeking
a business opportunity and do not receive any revenue to meet our operating and
capital expenses. We will require additional funding to carry out our plan of
operation for the next twelve months. Due to the uncertainty of our ability to
meet our current operating expenses and the capital expenses, our independent
auditors have expressed substantial doubt about our ability to continue as a
going concern.

We are currently seeking a business opportunity or business
combination. If our company is successful in locating such a business and
ultimately seeks to acquire or combine with the business, our company will

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19

incur expenses as part of the due diligence and transactional
process. If an acquisition or business combination agreement is concluded in
fiscal 2008, we anticipate that significant professional, filing and due
diligence costs will be incurred by our company and, as a result, we will be
forced to seek additional financing to fund the acquisition or business
combination.

Our current plan of operation is to acquire a prospective
business opportunity. We did not enter into any definitive agreements during the
year ended November 30, 2007 in regards to the acquisition of a suitable
business opportunity. Our company has limited financing upon which to continue
our operations, and we anticipate that any acquisition that our company may
ultimately seek to enter into will require additional financing. We presently do
not have any arrangements in place for the financing of our continued operations
or the costs associated with locating, acquiring and developing a prospective
business opportunity. It is not possible to estimate such funding requirements
until our company enters into a definitive agreement to either acquire a
business or to enter into a business combination and participate in the
business.

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

Application of Critical Accounting Policies

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

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

Foreign Currency Translation

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

Stock-Based Compensation

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

---

20

Mineral Properties

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

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

Change in Accounting Policies

On December 1, 2006, our company adopted CICA Handbook Sections
1530, Comprehensive Income, Section 3855, Financial Instruments  Recognition
and Measurement and Section 3861, Financial Instruments  Disclosure and
Presentation. Section 1530 establishes standards for reporting and presenting
comprehensive income, which is defined as the change in equity from transactions
and other events from non-owner sources. Other comprehensive income refers to
items recognized in comprehensive income that are excluded from net income
calculated in accordance with Canadian generally accepted accounting
principles.

Section 3855 prescribes when a financial asset, financial
liability or non-financial derivative is to be recognized on the balance sheet
and at what amount, requiring fair value or cost-based measures under different
circumstances. Under Section 3855, financial instruments must be classified into
one of these five categories: held-for-trading, held-to-maturity, loans and
receivables, available-for-sale financial assets or other financial liabilities.
All financial instruments, including derivatives, are measured in the balance
sheet at fair value except for loans and receivables, held-to-maturity
investments and other financial liabilities which are measured at amortized
cost. Subsequent measurement and changes in fair value will depend on their
initial classification, as follows: held-for-trading financial assets are
measured at fair value and changes in fair value are recognized in net earnings;
available-for-sale financial instruments are measured at fair value with changes
in fair value recorded in other comprehensive income until the investment is
derecognized or impaired at which time the amounts would be recorded in net
earnings.

Section 3861 establishes standards for presentation of
financial instruments and non-financial derivatives and identifies the
information that should be disclosed about them. Under the new standards,
policies followed for periods prior to the effective date generally are not
reversed and therefore, the comparative figures have not been restated.

Under adoption of these new standards, our company designated
accounts payable and accrued liabilities and short term loan as other financial
liabilities, which are measured at amortized cost.

The adoption of these Handbook Sections had no impact on
opening deficit.

New Accounting Standards under United States Generally
Accepted Accounting Principles

In July 2006, FASB issued FASB Interpretation No. 48 (FIN 48),
Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement
No. 109, Accounting for Income Taxes. FIN 48 clarifies the accounting for
income taxes by prescribing the minimum recognition threshold a tax position is
required

---

21

to meet before being recognized in the financial statements.
FIN 48 also provides guidance on derecognition, measurement, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. The interpretation applies to all tax positions related to income
taxes subject to FASB Statement No. 109. FIN 48 is effective for fiscal years
beginning after December 15, 2006. Differences between the amounts recognized in
the statements of financial position prior to the adoption of FIN 48 and the
amounts reported after adoption should be accounted for as a cumulative-effect
adjustment recorded to the beginning balance of retained earnings. Our company
does not believe the adoption of FIN 48 will have a material impact on its
financial statements.

In September 2006, FASB issued SFAS No. 157, Fair Value
Measurements in order to define fair value, establish a framework for measuring
fair value and to expand disclosures about fair value measurements. This
statement only applies when other standards require or permit the fair value
measurement of assets and liabilities. This statement is effective for fiscal
periods commencing after November 15, 2007 and our company does not expect the
adoption of this statement to have a significant effect on our results of
operations or financial position.

On February 15, 2007, FASB issued SFAS No. 159 The Fair Value
Option for Financial Assets and Financial Liabilities. This Statement
establishes presentation and disclosure requirements designed to facilitate
comparisons between companies that choose different measurement attributes for
similar types of assets and liabilities. SFAS No. 159 is effective for fiscal
periods commencing after November 15, 2008. Our company is currently evaluating
the impact that the adoption of SFAS No. 159 might have on our financial
position or results of operations.

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

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

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

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

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

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

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

We do not have any contractual obligations.

|ITEM 6 | Directors, Senior Management and
      Employees
|------ | ------------------------------------------------

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

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

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22

|                      |                                        | Date of                                            
|--------------------- | -------------------------------------- | ---------------------------------------------------
|                      |                                        | Commencement of                                    
|                      |                                        | Office with our                                    
|Name and Age          | Present Position with our Company      | Company                                            
|                      |                                        |                                                    
|Richard Coglon(1)(48) | Director Secretary
      President     | November 26, 2001 March
      16, 2004 May 26, 2004
|                      |                                        |                                                    
|Randy Buchamer(1)(51) | Director Chief Financial
      Officer | March 16, 2004 March 16,
      2004                
|                      |                                        |                                                    
|Anthony Knott(1)(60)  | Director                               | April 21, 2005                                     

(1)Member of our audit committee.

Richard Coglon

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

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

Randy Buchamer

Mr. Buchamer serves as a director and officer of Voice Mobility
International, Inc., a company that has a class of shares registered under the
Securities Exchange Act of 1934. Mr. Buchamer has been the chief
executive officer and director of Voice Mobility International, a unified
communications company, since August 21, 2001. Mr. Buchamer was a self-employed
business consultant from April 2000 to August 2001. Mr. Buchamer has been a
director of User Friendly Media from September 2000. From October 24, 2002 to
May 2, 2005, Mr. Buchamer was a director of Heartland Oil and Gas Corp. From
March 1999 to April 2000 Mr. Buchamer was the managing director, operations of
The Jim Pattison Group and was responsible for supporting the operations of the
companies owned by The Jim Pattison Group. Prior to joining The Jim Pattison
Group, Mr. Buchamer was the vice-president and chief operating officer for
Mohawk Oil from March 1988 to March 1999.

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

Anthony Knott

Mr. Knott is currently the president and chief executive
officer of Central Coast Power Corp., a position he has held since 1985. Central
Coast Power Corp. is an electrical utility generating and distributing

---

23

hydro generated power company. He is also the managing director
of Spirit Trawl Corp. and Spirit Fishing Ltd. During 1996/1997, he was the
president of International Power Corp. In addition to his position as a director
of our company, Mr. Knott was a director of Muskox Minerals Corp., a public
company traded on the TSX Venture Exchange, from November 30, 1999 to December
2003.

Family Relationships

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

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

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

None of our directors or executive officers was paid or earned
compensation for performing their respective duties during the fiscal year ended
November 30, 2007.

No cash compensation was paid to any of our directors for
services as a director during the fiscal year ended November 30, 2007. We have
no plan for compensating our directors for their service in their capacity as
directors, although such directors are expected in the future to receive stock
options to purchase common shares as awarded by our board or a compensation
committee which may be established. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our board. Our board may award special remuneration to
any director undertaking any special services on our behalf other than services
ordinarily required of a director. No director received and/or accrued any
compensation for their services as a director, including committee participation
and/or special assignments for the fiscal year ended November 30, 2007.

As at the fiscal year ended November 30, 2007, we have no
options outstanding. We do not have a formal stock option plan or any informal
plan to pay compensation to directors, officers or employees by way of options.
Despite having no formal stock option plan, we have historically issued stock
options to our officers and directors in lieu of cash compensation and as an
incentive to continue to achieve the objectives of our shareholders.

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

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

Our directors are re-elected and our officers are re-appointed
at the annual general meeting of our shareholders. The last annual general
meeting was held on May 18, 2007 and each of our current directors and officers
will continue to hold his respective office until his successor is elected or
appointed, unless his office is earlier vacated under any of the relevant
provisions of our Articles or of the British Columbia Business Corporations
Act.

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

---

24

As of the date of this annual report, our entire board
functions as our audit committee. The audit committee reviews and approves the
scope of the audit procedures employed by our independent auditors, reviews the
results of the auditor's examination, the scope of audits, the auditor's opinion
on the adequacy of internal controls and quality of financial reporting and our
accounting and reporting principles, policies and practices, as well as our
accounting, financial and operating controls. The audit committee also
recommends the selection of independent auditors.

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

During the fiscal years ended November 30, 2007, 2006 and 2005,
we did not have any employees other than our officers. We do not currently have
any paid employees and we have not experienced a significant change in the
number of people we employ.

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

As of May 16, 2008, there were 6,058,256 common shares of our
company issued and outstanding. Of the shares issued and outstanding on that
date, our directors and officers owned the following common shares:

|Name                                                      | Number of Common Shares | Percentage
|--------------------------------------------------------- | ----------------------- | ----------
|Office Held                                               | Beneficially Owned      |           
|Richard Coglon President, Secretary and
      Director    | 2,663,629(1)            | 44%       
|                                                          |                         |           
|Randy Buchamer Chief Financial Officer
      and Director | 200,000                 | 3.3%      
|                                                          |                         |           
|Anthony Knott Director                                    | 98,497                  | 1.6%      

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

|ITEM 7 | Major Shareholders and Related Party
      Transactions
|------ | -------------------------------------------------------

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

As of May 16, 2008, there were 6,058,256 common shares of our
company issued and outstanding. The following table sets forth persons known to
us to be the beneficial owner of more than five (5%) of our common shares as of
May 16, 2008:

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

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

---

25

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

As of May 16, 2008, Computershare, our registrar and transfer
agent, reported that of our company's 6,058,256 issued and outstanding common
shares, 5,989,042 common shares were registered to Canadian residents (24
shareholders), 68,931 common shares were registered to residents of the United
States (16 shareholders) and 286 common shares were registered to residents of
other countries (1 shareholder).

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

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

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

Other than as disclosed herein, to the best of our knowledge,
there have been no material transactions or loans from the commencement of our
2007 fiscal year to the date of this annual report between our company and: (a)
enterprises that directly or indirectly through one or more intermediaries,
control or are controlled by, or are under common control with, our company; (b)
associates; (c) individuals owning, directly or indirectly, an interest in the
voting power of our company that gives them significant influence over our
company, and close members of any such individual's family; (d) key management
personnel of our company, including directors and senior management of our
company and close members of such individuals' families; and (e) enterprises in
which a substantial interest in the voting power is owned, directly or
indirectly, by any person described in (c) or (d) or over which such a person is
able to exercise significant influence.

1. In fiscal 2007, our company incurred $5,245 for office rent
to a company with a common director, which is included in office and
miscellaneous expenses. In fiscal 2005 and 2004, our company paid $5,858 and
$6,000 respectively for such expenses.

2. In fiscal 2007, our company paid or accrued $Nil for
management fees to a company with a common director. In fiscal 2006 and 2005,
our company paid $5,000 and $Nil respectively for such management fees.

3. Our company received a short term loan of $50,000 from a
director of our company, which is unsecured, without interest or fixed terms of
repayment.

These transactions were in the normal course of operations.

|ITEM 8 | Financial Information
|------ | ---------------------

A. Consolidated Statements and Other Financial
Information

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

---

26

Financial Statements filed as part of this Annual
Report

- Independent Auditors Report of BDO
Dunwoody LLP dated March 10, 2008 on the Consolidated Financial Statements as at
November 30, 2007;

- Report of Independent Registered
Public Accounting Firm, Amisano Hanson, dated February 26, 2007, together with
Comments by Auditor for US Readers in Canada  US Reporting Conflict;

- Balance Sheets at November 30, 2007
and 2006;

- Statements of Operations for the
years ended November 30, 2007, 2006 and 2005 and for the period June 22, 1983
(Date of Inception) to November 30, 2007;

- Statements of Cash Flows for the
years ended November 30, 2007, 2006 and 2005 and for the period June 22, 1983
(Date of Inception) to November 30, 2007;

- Statement of Shareholder's Equity
(Deficiency) from June 22, 1983 (Date of Inception) to November 30, 2007;
and

- Notes to Financial Statements.

The audited financial statements for the years ended November
30, 2007, 2006 and 2005 can be found under Item 18 "Financial Statements".

Legal Proceedings

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

Dividend Distributions

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

B. Significant Changes

No significant change has occurred in our company's financial
statements since the financial year ended November 30, 2007.

|ITEM 9 | The Offer and Listing
|------ | ---------------------

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

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

---

27

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

OTC Bulletin BoardYear Ended
    High
    LowNovember 30, 2003
    US $0.07
    US $0.04November 30, 2004
    US $1.70
    US $0.05November 30, 2005
    US $1.00
    US $0.25November 30, 2006
    US $0.15
    US $0.05November 30, 2007
    US $0.50
    US $0.03


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

OTC Bulletin BoardQuarter Ended
    High
    LowFebruary 28, 2006
    US $0.15
    US $0.15May 31, 2006
    US $0.15
    US $0.15August 31, 2006
    No Trades
    No TradesNovember 30, 2006
    US $0.10
    US $0.05February 28, 2007
    US $0.50
    US $0.05May 31, 2007
    US $0.50
    US $0.10August 31, 2007
    US $0.45
    US $0.07November 30, 2007
    US $0.07
    US $0.03


The high and low market prices of our common shares for each of
the most recent six months, from November, 2007 through May 16, 2008, on the
Over-the-Counter Bulletin Board were as follows:

OTC Bulletin BoardMonth Ended
    High
    LowDecember 31, 2007
    US $0.015
    US $0.01January 31, 2008
    No tradesFebruary, 2008
    US $0.015
    US $0.015March, 2008
    No tradesApril, 2008
    US $0.015
    US $0.015May 16, 2008
    No trades


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

Not applicable.

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

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

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

Not applicable.

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28

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

Not applicable.

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

Not applicable.

|ITEM 10 | Additional Information
|------- | ----------------------

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

Not applicable.

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

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

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

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

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

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

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

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

At each annual general meeting of our company, all of our
directors retire and the shareholders elect a new board of directors. Each
director holds office until our next annual general meeting, or until his office
is earlier vacated in accordance with our Articles or with the provisions of the
British Columbia

---

29

Business Corporations Act. A director appointed or
elected to fill a vacancy on our board also holds office until our next annual
general meeting.

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

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

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

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

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

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

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

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

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

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

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

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

Certain Canadian Federal Income Tax Consequences

We consider that the following general summary fairly describes
the principal Canadian federal income tax consequences applicable to a holder of
our common shares who is a resident of the United States, who is not, will not
be and will not be deemed to be a resident of Canada for purposes of the
Income Tax Act

---

30

(Canada) and any applicable tax treaty and who does not use or
hold, and is not deemed to use or hold, his common shares in the capital of our
company in connection with carrying on a business in Canada (a "non-resident
holder").

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

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

Dividends

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

Capital Gains

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

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

---

31

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

Certain United States Federal Income Tax
Consequences

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

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

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

U.S. Holders

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

---

32

Distributions

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

Capital Gains

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

Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions)
Canadian income tax with respect to the ownership of our common shares may be
entitled, at the option of the U.S. Holder, to either a deduction or a tax
credit for such foreign tax paid or withheld. Generally, it will be more
advantageous to claim a credit because a credit reduces United States federal
income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
taxpayer's income subject to tax. This election is made on a year-by-year basis
and generally applies to all foreign income taxes paid by (or withheld from) the
U.S. Holder during that year. There are significant and complex limitations
which apply to the tax credit, among which are an ownership period requirement
and the general limitation that the credit cannot exceed the proportionate share
of the U.S. Holder's United States income tax liability that the U.S. Holder's
foreign source income bears to his or its worldwide taxable income. In
determining the application of this limitation, the various items of income and
deduction must be classified into foreign and domestic sources. Complex rules
govern this classification process. There are further limitations on the foreign
tax credit for certain types of income such as "passive income", "high
withholding tax interest", "financial services income", "shipping income", and
certain other classifications of income. The availability of the foreign tax
credit and the application of these complex limitations on the tax credit are
fact specific and holders and prospective holders of our common shares should
consult their own tax advisors regarding their individual circumstances.

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

Not applicable.

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

Not applicable.

---

33

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

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

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

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

|ITEM 11 | Quantitative and Qualitative Disclosures
      About Market Risk
|------- | ----------------------------------------------------------------

Not applicable.

|ITEM 12 | Description of Securities Other Than Equity
      Securities
|------- | ------------------------------------------------------------

Not applicable.

PART II

|ITEM 13 | Defaults, Dividend Arrearages and
      Delinquencies
|------- | -----------------------------------------------------

Not applicable.

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

Not applicable.

|ITEM 15 | Controls and Procedures
|------- | -----------------------

As required by Rule 13a-15 under the Securities Exchange Act
of 1934, as of the end of the period covered by this annual report, being
November 30, 2007, we have carried out an evaluation of the effectiveness of the
design and operation of our company's disclosure controls and procedures. This
evaluation was carried out under the supervision and with the participation of
our company's management, including our company's president and our company's
chief financial officer. Based upon that evaluation, our company's president and
our company's chief financial officer concluded that our company's disclosure
controls and procedures are effective as at the end of the period covered by
this report. There have been no significant changes in our internal controls
over financial reporting that occurred during our most recent fiscal quarter
that have materially affected, or are reasonably likely to materially affect our
internal controls over financial reporting.

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

---

34

|ITEM 16  | [Reserved]                      
|-------- | --------------------------------
|         |                                 
|ITEM 16A | Audit Committee Financial Expert

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

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

|ITEM 16B | Code of Ethics
|-------- | --------------

Effective May 27, 2004, our company's board adopted a Code of
Business Conduct and Ethics that applies to, among other persons, our company's
president, being our principal executive officer, and our company's chief
financial officer, as well as persons performing similar functions. As adopted,
our Code of Business Conduct and Ethics sets forth written standards that are
designed to deter wrongdoing and to promote:

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

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

In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and federal ,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it

---

35

to his or her immediate supervisor or to our company's
president or chief financial officer. If the incident involves an alleged breach
of the Code of Business Conduct and Ethics by the president or secretary, the
incident must be reported to any member of our board. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
company's Code of Business Conduct and Ethics by another.

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

|ITEM 16C | Principal Accountant Fees and Services
|-------- | --------------------------------------

Audit Fees

Our board appointed Amisano Hanson, Chartered Accountants, as
independent auditors to audit our financial statements for the fiscal years
ended November 30, 2006 and November 30, 2007. The aggregate of fees billed by
Amisano Hanson, Chartered Accountants, for professional services rendered for
the audit of our annual financial statements included in this Annual Report for
the fiscal years ended 2006 and 2007 were $14,169 and $6,875, respectively.
Amisano Hanson, Chartered Accountants, merged with BDO Dunwoody LLP, effective
January 1, 2008.

Audit Related Fees

For the fiscal years ended November 30, 2006 and November 30,
2007, the aggregate fees billed for assurance and related services by Amisano
Hanson, Chartered Accountants, relating to our quarterly financial statements
which are not reported under the caption "Audit Fees" above, were $Nil and $Nil,
respectively.

Tax Fees

For the fiscal years ended November 30, 2006 and November 30,
2007, the aggregate fees billed for tax compliance, tax advice and tax planning
by Amisano Hanson, Chartered Accountants, was $Nil and $Nil, respectively.

All Other Fees

For the fiscal years ended November 30, 2006 and November 30,
2007, the aggregate fees billed by Amisano Hanson, Chartered Accountants, for
other non-audit professional services, other than those services listed above,
totalled $Nil and $Nil, respectively.

Pre-Approval Policies and Procedures

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

- approved by our audit committee; or
- entered into pursuant to pre-approval policies and procedures established
  by the audit committee, provided the policies and procedures are detailed as
  to the particular service, the audit committee is

---

36

informed of each service, and such
policies and procedures do not include delegation of the audit committee's
responsibilities to management.

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

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

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

Not Applicable.

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

Not Applicable.

PART III

|ITEM 17 | Financial Statements
|------- | --------------------

Refer to Item 18 - Financial Statements.

|ITEM 18 | Financial Statements
|------- | --------------------

Financial Statements Filed as Part of this Annual
Report:

- Independent Auditors Report of BDO Dunwoody LLP dated March 10, 2008 on
  the Consolidated Financial Statements as at November 30, 2007;
- Report of Independent Registered Public Accounting Firm, Amisano Hanson,
  dated February 26, 2007, together with Comments by Auditor for US Readers on
  Canada - US Reporting Conflict;
- Balance Sheets at November 30, 2007 and 2006;
- Statements of Operations for the years ended November 30, 2007, 2006 and
  2005 and for the period June 22, 1983 (Date of Inception) to November 30,
  2007;
- Statements of Cash Flows for the years ended November 30, 2007, 2006 and
  2005 and for the period June 22, 1983 (Date of Inception) to November 30,
  2007;
- Statement of Shareholders' Equity (Deficiency) from June 22, 1983 (Date of
  Inception) to November 30, 2007; and
- Notes to Financial Statements.

---

37

Bradner Ventures Ltd.(A Development Stage Company)

Audited Financial Statements (Expressed in Canadian
dollars)

November 30, 2007, 2006, 2005

---

38

| | BDO DunwoodyLLP
      Chartered Accountants | #604  750 West Pender Street
      Vancouver, BC, Canada V6C 2T7 Telephone: (604) 689-0188 Fax:
      (604) 689-9773
| | ------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the balance sheets of Bradner Ventures Ltd. as
at November 30, 2007 and 2006 and the statements of operations, cash flows and
stockholders equity (deficiency) for the years ended November 30, 2007, 2006
and 2005 and for the cumulative period from June 22, 1983 (Date of Inception) to
November 30, 2007. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, these financial statements present fairly, in
all material respects, the financial position of the Company as at November 30,
2007 and 2006 and the results of its operations and its cash flows for the years
ended November 30, 2007, 2006 and 2005 and for the cumulative period from June
22, 1983 (Date of Inception) to November 30, 2007 in accordance with Canadian
generally accepted accounting principles.

(signed) BDO Dunwoody LLP

Chartered Accountants

Vancouver, Canada March 10, 2008

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

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

Our report to the shareholders dated March 10, 2008 is
expressed in accordance with Canadian reporting standards which do not permit a
reference to such uncertainty in the auditors report when the uncertainty is
adequately disclosed in the financial statements.

(signed) BDO Dunwoody LLP

Chartered Accountants

Vancouver, Canada March 10, 2008

BDODunwoodyLLP isa
LimitedLiabilityPartnershipregisteredinOntario

---

|Bradner Ventures Ltd.          
|-------------------------------
|(A Development Stage Company)  
|Balance Sheets                 
|November 30, 2007 and 2006     
|(Expressed in Canadian dollars)

|ASSETS                                                        |  |            |   |  |            |  
|------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|Current Assets                                                |  |            |   |  |            |  
|Cash                                                          |  | 902        |   |  | 16,895     |  
|GST
      receivable                                          |  | 334        |   |  | 1,125      |  
|                                                              |  | 1,236      |   |  | 18,020     |  
|Deposit (Note 3)                                              |  | 5,000      |   |  |           |  
|Total Assets                                                  |  | 6,236      |   |  | 18,020     |  
|                                                              |  |            |   |  |            |  
|LIABILITIES AND STOCKHOLDERS (DEFICIT)
      EQUITY          |  |            |   |  |            |  
|Current Liabilities                                           |  |            |   |  |            |  
|Accounts payable and accrued
      liabilities                |  | 8,995      |   |  | 8,799      |  
|Advance payable (Note 4(c))                                   |  | 50,000     |   |  |           |  
|Total liabilities                                             |  | 58,995     |   |  | 8,799      |  
|Stockholders Equity (Deficiency)                             |  |            |   |  |            |  
|Capital Stock (Note 5)                                        |  |            |   |  |            |  
|Authorized: 75,000,000 common shares, without
      par value |  |            |   |  |            |  
|25,000,000
      preferred shares, without par value          |  |            |   |  |            |  
|Issued: 6,058,256 common shares                               |  | 4,279,498  |   |  | 4,279,498  |  
|Deficit Accumulated During the Development Stage              |  | (4,332,257 | ) |  | (4,270,277 | )
|Total
      Stockholders Equity (Deficiency)                 |  | (52,759    | ) |  | 9,221      |  
|Total Liabilities and Stockholders Equity (Deficiency)       |  | 6,236      |   |  | 18,020     |  

Nature of Operations and Ability to Continue as a Going Concern
(Note 1)

Approved on behalf of the Board:

|Richard Coglon |  | Randy
      Buchamer
|---------------- |  | ----------------------
|Director         |  | Director              

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                                          
|-------------------------------------------------------------------------------
|(A Development Stage Company)                                                  
|Statements of Operations                                                       
|For the years ended November 30, 2007, 2006 and 2005                           
|And for the period June 22, 1983 (Date of Inception) to
      November 30, 2007
|(Expressed in Canadian dollars)                                                

|                                                    |  | Accumulated from    |   |  |                          |   |  |           |   |  |           |  
|--------------------------------------------------- |  | ------------------- | - |  | ------------------------ | - |  | --------- | - |  | --------- | -
|                                                    |  | June 22, 1983       |   |  |                          |   |  |           |   |  |           |  
|                                                    |  | (Date of Inception) |   |  | Years ended November 30, |  
|                                                    |  | to November 30,     |   |  |                          |   |  |           |   |  |           |  
|                                                    |  | 2007                |   |  | 2007                     |   |  | 2006      |   |  | 2005      |  
|                                                    |  | $                   |   |  | $                        |   |  | $         |   |  | $         |  
|                                                    |  |                     |   |  |                          |   |  |           |   |  |           |  
|EXPENSES                                            |  |                     |   |  |                          |   |  |           |   |  |           |  
|Amortization                                        |  | 2,095               |   |  |                         |   |  |          |   |  |          |  
|Bad debts                                           |  | 248                 |   |  |                         |   |  |          |   |  |          |  
|Bank charges and interest                           |  | 63,800              |   |  | 292                      |   |  | 238       |   |  | 221       |  
|Consulting and secretarial fees                     |  | 205,016             |   |  |                         |   |  |          |   |  |          |  
|Finders fees                                       |  | 180,727             |   |  |                         |   |  |          |   |  |          |  
|Foreign exchange (gain) loss                        |  | (1,667              | ) |  | 6                        |   |  | 26        |   |  | 13        |  
|Management fees (Note 4)                            |  | 342,781             |   |  |                         |   |  | 5,000     |   |  |          |  
|Mineral property exploration (Note 3)               |  | 54,541              |   |  | 3,921                    |   |  |          |   |  |          |  
|Office and miscellaneous (Note 4)                   |  | 149,624             |   |  | 9,757                    |   |  | 9,884     |   |  | 8,557     |  
|Professional fees                                   |  | 835,966             |   |  | 39,996                   |   |  | 35,232    |   |  | 53,741    |  
|Shareholder information                             |  | 91,280              |   |  | 1,138                    |   |  | 1,877     |   |  | 3,101     |  
|Transfer agent and regulatory fees                  |  | 169,282             |   |  | 5,790                    |   |  | 5,888     |   |  | 5,553     |  
|Travel and promotion                                |  | 78,032              |   |  | 1,080                    |   |  |          |   |  |          |  
|Write-down of mineral property                      |  | 1,456,807           |   |  |                         |   |  |          |   |  |          |  
|                                                    |  |                     |   |  |                          |   |  |           |   |  |           |  
|                                                    |  | 3,628,532           |   |  | 61,980                   |   |  | 58,145    |   |  | 71,186    |  
|                                                    |  |                     |   |  |                          |   |  |           |   |  |           |  
|OTHER ITEMS                                         |  |                     |   |  |                          |   |  |           |   |  |           |  
|Interest income                                     |  | (25,440             | ) |  |                         |   |  |          |   |  |          |  
|Gain on settlement of debt                          |  | (1,303              | ) |  |                         |   |  |          |   |  |          |  
|Gain on option                                      |  | (1,187,500          | ) |  |                         |   |  |          |   |  |          |  
|Loss on sale of capital assets                      |  | 344                 |   |  |                         |   |  |          |   |  |          |  
|Loss on sale of long-term investment                |  | 630,397             |   |  |                         |   |  |          |   |  |          |  
|Write-down of advances to affiliate                 |  | 637,768             |   |  |                         |   |  |          |   |  |          |  
|Write-down
      of long-tem investment             |  | 649,459             |   |  |                         |   |  |          |   |  |          |  
|                                                    |  |                     |   |  |                          |   |  |           |   |  |           |  
|                                                    |  | 703,725             |   |  | -                        |   |  | -         |   |  | -         |  
|                                                    |  |                     |   |  |                          |   |  |           |   |  |           |  
|Net Loss for
      the Period                       |  | (4,332,257          | ) |  | (61,980                  | ) |  | (58,145   | ) |  | (71,186   | )
|                                                    |  |                     |   |  |                          |   |  |           |   |  |           |  
|                                                    |  |                     |   |  |                          |   |  |           |   |  |           |  
|Net Loss Per Share  Basic and Diluted              |  |                     |   |  | (0.01                    | ) |  | (0.01     | ) |  | (0.01     | )
|                                                    |  |                     |   |  |                          |   |  |           |   |  |           |  
|                                                    |  |                     |   |  |                          |   |  |           |   |  |           |  
|Weighted
      Average Number of Shares Outstanding |  |                     |   |  | 6,058,256                |   |  | 6,058,256 |   |  | 6,058,256 |  

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                                          
|-------------------------------------------------------------------------------
|(A Development Stage Company)                                                  
|Statements of Cash Flows                                                       
|For the years ended November 30, 2007, 2006 and 2005                           
|And for the period June 22, 1983 (Date of Inception) to
      November 30, 2007
|(Expressed in Canadian dollars)                                                

|                                                                      |  | Accumulated from    |   |  |                          |   |  |         |   |  |         |  
|--------------------------------------------------------------------- |  | ------------------- | - |  | ------------------------ | - |  | ------- | - |  | ------- | -
|                                                                      |  | June 22, 1983       |   |  |                          |   |  |         |   |  |         |  
|                                                                      |  | (Date of Inception) |   |  | Years ended November 30, |  
|                                                                      |  | to November 30,     |   |  |                          |   |  |         |   |  |         |  
|                                                                      |  | 2007                |   |  | 2007                     |   |  | 2006    |   |  | 2005    |  
|                                                                      |  | $                   |   |  | $                        |   |  | $       |   |  | $       |  
|NET INFLOW (OUTFLOW) OF CASH RELATED TO THE                           |  |                     |   |  |                          |   |  |         |   |  |         |  
|FOLLOWING ACTIVITIES:                                                 |  |                     |   |  |                          |   |  |         |   |  |         |  
|                                                                      |  |                     |   |  |                          |   |  |         |   |  |         |  
|OPERATING                                                             |  |                     |   |  |                          |   |  |         |   |  |         |  
|Net loss for the period                                               |  | (4,332,257          | ) |  | (61,980                  | ) |  | (58,145 | ) |  | (71,186 | )
|Adjustments to reconcile net loss to net cash used in
      operating |  |                     |   |  |                          |   |  |         |   |  |         |  
|activities:                                                           |  |                     |   |  |                          |   |  |         |   |  |         |  
|Amortization                                                          |  | 2,095               |   |  |                         |   |  |        |   |  |        |  
|Bad debts                                                             |  | 248                 |   |  |                         |   |  |        |   |  |        |  
|Finders fees                                                         |  | 114,932             |   |  |                         |   |  |        |   |  |        |  
|Gain on debt settlement                                               |  | (1,303              | ) |  |                         |   |  |        |   |  |        |  
|Gain on option                                                        |  | (1,187,500          | ) |  |                         |   |  |        |   |  |        |  
|Loss on sale of capital assets                                        |  | 344                 |   |  |                         |   |  |        |   |  |        |  
|Loss on sale of investments                                           |  | 630,397             |   |  |                         |   |  |        |   |  |        |  
|Write-down of advances to affiliate                                   |  | 637,768             |   |  |                         |   |  |        |   |  |        |  
|Write-down of mineral property                                        |  | 1,468,807           |   |  |                         |   |  |        |   |  |        |  
|Write-down of long-term investment                                    |  | 649,459             |   |  |                         |   |  |        |   |  |        |  
|Changes in non-cash working capital items                             |  |                     |   |  |                          |   |  |         |   |  |         |  
|related to operations                                                 |  |                     |   |  |                          |   |  |         |   |  |         |  
|Decrease (increase) in GST receivable                                 |  | (582                | ) |  | 791                      |   |  | 5       |   |  | (729    | )
|Decrease (increase) in prepaid
      expenses                         |  |                    |   |  |                         |   |  | 714     |   |  | (714    | )
|Increase
      (decrease) in accounts payable and accrued liabilities |  | 430,842             |   |  | 196                      |   |  | (3,955  | ) |  | 5,533   |  
|                                                                      |  |                     |   |  |                          |   |  |         |   |  |         |  
|Net cash used in
      operating activities                           |  | (1,586,750          | ) |  | (60,993                  | ) |  | (61,381 | ) |  | (67,096 | )
|                                                                      |  |                     |   |  |                          |   |  |         |   |  |         |  
|INVESTING                                                             |  |                     |   |  |                          |   |  |         |   |  |         |  
|Purchase of capital assets                                            |  | (3,038              | ) |  |                         |   |  |        |   |  |        |  
|Expenditures on mineral properties                                    |  | (1,121,172          | ) |  |                         |   |  |        |   |  |        |  
|Proceeds from disposal of capital
      assets                        |  | 600                 |   |  |                         |   |  |        |   |  |        |  
|Purchase of investments                                               |  | (310,025            | ) |  |                         |   |  |        |   |  |        |  
|Deposit                                                               |  | (5,000              | ) |  | (5,000                   | ) |  |        |   |  |        |  
|Advances to affiliate                                                 |  | (808,346            | ) |  |                         |   |  |        |   |  |        |  
|Proceeds on disposal of investments                                   |  | 365,111             |   |  |                         |   |  |        |   |  |        |  
|                                                                      |  |                     |   |  |                          |   |  |         |   |  |         |  
|Net cash flows used in investing activities                           |  | (1,881,870          | ) |  | (5,000                   | ) |  |        |   |  |        |  
|                                                                      |  |                     |   |  |                          |   |  |         |   |  |         |  
|FINANCING                                                             |  |                     |   |  |                          |   |  |         |   |  |         |  
|Advance payable                                                       |  | 50,000              |   |  | 50,000                   |   |  |        |   |  |        |  
|Capital stock issued for cash                                         |  | 3,419,522           |   |  |                         |   |  |        |   |  |        |  
|                                                                      |  |                     |   |  |                          |   |  |         |   |  |         |  
|Net cash flows provided by financing activities                       |  | 3,469,522           |   |  | 50,000                   |   |  |        |   |  |        |  
|                                                                      |  |                     |   |  |                          |   |  |         |   |  |         |  
|NET CASH INFLOW (OUTFLOW)                                             |  | 902                 |   |  | (15,993                  | ) |  | (61,381 | ) |  | (67,096 | )
|                                                                      |  |                     |   |  |                          |   |  |         |   |  |         |  
|CASH, BEGINNING                                                       |  |                    |   |  | 16,895                   |   |  | 78,276  |   |  | 145,372 |  
|                                                                      |  |                     |   |  |                          |   |  |         |   |  |         |  
|CASH, ENDING                                                          |  | 902                 |   |  | 902                      |   |  | 16,895  |   |  | 78,276  |  

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                      
|-----------------------------------------------------------
|(A Development Stage Company)                              
|Statement of Stockholders Equity (Deficiency)             
|From June 22, 1983 (Date of Inception) to November 30, 2007
|(Expressed in Canadian dollars)                            

|                                                                 |  |        |   |  |         |   |  | Deficit     |   |  |          |  
|---------------------------------------------------------------- |  | ------ | - |  | ------- | - |  | ----------- | - |  | -------- | -
|                                                                 |  |        |   |  |         |   |  | Accumulated |   |  |          |  
|                                                                 |  |        |   |  |         |   |  | During the  |   |  |          |  
|                                                                 |  |        |   |  |         |   |  | Development |   |  |          |  
|                                                                 |  | Shares |   |  | Amount  |   |  | Stage       |   |  | Total    |  
|                                                                 |  | #      |   |  | $       |   |  | $           |   |  | $        |  
|Balance  June 22, 1983 (Date of Inception)                      |  |       |   |  |        |   |  |            |   |  |         |  
|Net loss for the
      period                                    |  |       |   |  |        |   |  |            |   |  |         |  
|Balance  November 30, 1983                                      |  |       |   |  |        |   |  |            |   |  |         |  
|Shares issued for cash:                                          |  |        |   |  |         |   |  |             |   |  |          |  
|- at $0.35 per
      share                                       |  | 21,429 |   |  | 7,500   |   |  |            |   |  | 7,500    |  
|- at $5.25 per share                                             |  | 6,286  |   |  | 33,000  |   |  |            |   |  | 33,000   |  
|Net loss for the year                                            |  |       |   |  |        |   |  |            |   |  |         |  
|Balance  November 30, 1984                                      |  | 27,714 |   |  | 40,500  |   |  |            |   |  | 40,500   |  
|Shares issued for cash at $14.175 per share                      |  | 14,286 |   |  | 202,500 |   |  |            |   |  | 202,500  |  
|Shares allotted for cash at $10.50 per share                     |  | 7,143  |   |  | 75,000  |   |  |            |   |  | 75,000   |  
|Shares issued for acquisition of mineral
      property at $5.25 |  |        |   |  |         |   |  |             |   |  |          |  
|per share                                                        |  | 714    |   |  | 3,750   |   |  |            |   |  | 3,750    |  
|Net loss for the year                                            |  |       |   |  |        |   |  | (60,415     | ) |  | (60,415  | )
|Balance  November 30, 1985                                      |  | 49,857 |   |  | 321,750 |   |  | (60,415     | ) |  | 261,335  |  
|Share subscriptions refunded at $10.50 per
      share           |  | (2,770 | ) |  | (29,090 | ) |  |            |   |  | (29,090  | )
|Net loss for the
      year                                      |  |       |   |  |        |   |  |            |   |  |         |  
|Balance  November 30, 1986                                      |  | 47,087 |   |  | 292,660 |   |  | (60,415     | ) |  | 232,245  |  
|Shares issued for cash at $15.75 per share                       |  | 2,429  |   |  | 38,250  |   |  |            |   |  | 38,250   |  
|Net loss for the year                                            |  |       |   |  |        |   |  | (146,697    | ) |  | (146,697 | )
|Balance  November 30, 1987                                      |  | 49,515 |   |  | 330,910 |   |  | (207,112    | ) |  | 123,798  |  
|Net loss for the year                                            |  |       |   |  |        |   |  | (140,613    | ) |  | (140,613 | )
|Balance  November 30, 1988                                      |  | 49,515 |   |  | 330,910 |   |  | (347,725    | ) |  | (16,815  | )
|Shares issued for settlement of debt at
      $18.90 per share   |  | 1,286  |   |  | 24,300  |   |  |            |   |  | 24,300   |  
|Private placement at $10.50 per share                            |  | 4,286  |   |  | 45,000  |   |  |            |   |  | 45,000   |  
|Exercise of options at $15.75 per share                          |  | 343    |   |  | 5,400   |   |  |            |   |  | 5,400    |  
|Net loss for the
      year                                      |  |       |   |  |        |   |  | (17,337     | ) |  | (17,337  | )
|Balance  November 30, 1989                                      |  | 55,430 |   |  | 405,610 |   |  | (365,062    | ) |  | 40,548   |  

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                      
|-----------------------------------------------------------
|(A Development Stage Company)                              
|Statement of Stockholders Equity (Deficiency)             
|From June 22, 1983 (Date of Inception) to November 30, 2007
|(Expressed in Canadian dollars)                            

|                                                           |  |        |  |  |           |  |  | Deficit     |   |  |           |  
|---------------------------------------------------------- |  | ------ |  |  | --------- |  |  | ----------- | - |  | --------- | -
|                                                           |  |        |  |  |           |  |  | Accumulated |   |  |           |  
|                                                           |  |        |  |  |           |  |  | During the  |   |  |           |  
|                                                           |  |        |  |  |           |  |  | Development |   |  |           |  
|                                                           |  | Shares |  |  | Amount    |  |  | Stage       |   |  | Total     |  
|                                                           |  | #      |  |  | $         |  |  | $           |   |  | $         |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Balance  November 30, 1989                                |  | 55,430 |  |  | 405,610   |  |  | (365,062    | ) |  | 40,548    |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Shares issued for acquisition of mineral
      property at |  |        |  |  |           |  |  |             |   |  |           |  
|$70.00 per share                                           |  | 714    |  |  | 50,000    |  |  |            |   |  | 50,000    |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Shares issued for finders fee:                            |  |        |  |  |           |  |  |             |   |  |           |  
|- at $17,50 per
      share                                |  | 1,429  |  |  | 25,000    |  |  |            |   |  | 25,000    |  
|- at $70.00 per share                                      |  | 571    |  |  | 40,000    |  |  |            |   |  | 40,000    |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Shares issued for exercise of options:                     |  |        |  |  |           |  |  |             |   |  |           |  
|- at $12.25 per
      share                                |  | 2,857  |  |  | 35,000    |  |  |            |   |  | 35,000    |  
|- at $17.50 per share                                      |  | 143    |  |  | 2,500     |  |  |            |   |  | 2,500     |  
|- at $24.50 per
      share                                |  | 1,429  |  |  | 35,000    |  |  |            |   |  | 35,000    |  
|- at $26.50 per share                                      |  | 2,686  |  |  | 70,500    |  |  |            |   |  | 70,500    |  
|- at $38.85 per
      share                                |  | 286    |  |  | 11,100    |  |  |            |   |  | 11,100    |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Net loss for the year                                      |  |       |  |  |          |  |  | (118,112    | ) |  | (118,112  | )
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Balance  November 30, 1990                                |  | 65,544 |  |  | 674,710   |  |  | (483,174    | ) |  | 191,536   |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Shares issued for acquisition of mineral
      property:   |  |        |  |  |           |  |  |             |   |  |           |  
|- at $63.00 per share                                      |  | 2,857  |  |  | 180,000   |  |  |            |   |  | 180,000   |  
|- at $96.95 per
      share                                |  | 881    |  |  | 85,366    |  |  |            |   |  | 85,366    |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Private placement at $54.60                                |  | 657    |  |  | 35,880    |  |  |            |   |  | 35,880    |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Exercise of warrants at $14.00 per share                   |  | 1,429  |  |  | 20,000    |  |  |            |   |  | 20,000    |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Shares issued for exercise of options:                     |  |        |  |  |           |  |  |             |   |  |           |  
|- at $24.50 per share                                      |  | 571    |  |  | 14,000    |  |  |            |   |  | 14,000    |  
|- at $26.25 per
      share                                |  | 857    |  |  | 22,500    |  |  |            |   |  | 22,500    |  
|- at $54.25 per share                                      |  | 1,691  |  |  | 91,760    |  |  |            |   |  | 91,760    |  
|- at $66.85 per
      share                                |  | 1171   |  |  | 78,310    |  |  |            |   |  | 78,310    |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Shares issued for finders fee:                            |  |        |  |  |           |  |  |             |   |  |           |  
|- at $52.50 per share                                      |  | 714    |  |  | 37,500    |  |  |            |   |  | 37,500    |  
|- at $58.80 per
      share                                |  | 272    |  |  | 16,017    |  |  |            |   |  | 16,017    |  
|- at $96.95 per share                                      |  | 109    |  |  | 10,565    |  |  |            |   |  | 10,565    |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Net loss for the
      year                                |  |       |  |  |          |  |  | 445,784     |   |  | 445,784   |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Balance  November 30, 1991                                |  | 76,755 |  |  | 1,266,608 |  |  | (37,390     | ) |  | 1,229,218 |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Shares issued for exercise of options:                     |  |        |  |  |           |  |  |             |   |  |           |  
|- at $54.25 per
      share                                |  | 594    |  |  | 32,240    |  |  |            |   |  | 32,240    |  
|- at $66.85 per share                                      |  | 134    |  |  | 8,977     |  |  |            |   |  | 8,977     |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Shares issued for finders fees at $52.50 per share        |  | 714    |  |  | 37,500    |  |  |            |   |  | 37,500    |  
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Net loss for the
      year                                |  |       |  |  |          |  |  | (788,460    | ) |  | (788,460  | )
|                                                           |  |        |  |  |           |  |  |             |   |  |           |  
|Balance  November
      30, 1992                          |  | 78,197 |  |  | 1,345,325 |  |  | (825,850    | ) |  | 519,475   |  

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                      
|-----------------------------------------------------------
|(A Development Stage Company)                              
|Statement of Stockholders Equity (Deficiency)             
|From June 22, 1983 (Date of Inception) to November 30, 2007
|(Expressed in Canadian dollars)                            

|                                                           |  |         |  |  |           |  |  | Deficit     |   |  |          |  
|---------------------------------------------------------- |  | ------- |  |  | --------- |  |  | ----------- | - |  | -------- | -
|                                                           |  |         |  |  |           |  |  | Accumulated |   |  |          |  
|                                                           |  |         |  |  |           |  |  | During the  |   |  |          |  
|                                                           |  |         |  |  |           |  |  | Development |   |  |          |  
|                                                           |  | Shares  |  |  | Amount    |  |  | Stage       |   |  | Total    |  
|                                                           |  | #       |  |  | $         |  |  | $           |   |  | $        |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Balance  November 30, 1992                                |  | 78,197  |  |  | 1,345,325 |  |  | (825,850    | ) |  | 519,475  |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Shares issued for acquisition of mineral
      property:   |  |         |  |  |           |  |  |             |   |  |          |  
|- at $14.00 per share                                      |  | 714     |  |  | 10,000    |  |  |            |   |  | 10,000   |  
|- at $17.50 per
      share                                |  | 1,429   |  |  | 25,000    |  |  |            |   |  | 25,000   |  
|- at $21.00 per share                                      |  | 714     |  |  | 15,000    |  |  |            |   |  | 15,000   |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Shares issued for finders fee at $52.50 per share         |  | 1,271   |  |  | 13,350    |  |  |            |   |  | 13,350   |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Private placement at $10.50 per share                      |  | 14,286  |  |  | 150,000   |  |  |            |   |  | 150,000  |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Shares issued for settlement of debt at $10.85 per share   |  | 7,296   |  |  | 79,166    |  |  |            |   |  | 79,166   |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Shares issued for exercise of options:                     |  |         |  |  |           |  |  |             |   |  |          |  
|- at $11.20 per
      share                                |  | 7,096   |  |  | 79,470    |  |  |            |   |  | 79,470   |  
|- at $21.70 per share                                      |  | 4,419   |  |  | 95,901    |  |  |            |   |  | 95,901   |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Net loss for the
      year                                |  |        |  |  |          |  |  | (754,698    | ) |  | (754,698 | )
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Balance  November 30, 1993                                |  | 115,423 |  |  | 1,813,212 |  |  | (1,580,548  | ) |  | 232,664  |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Shares issued for settlement of debt at $9.10 per share    |  | 12,368  |  |  | 112,553   |  |  |            |   |  | 112,553  |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Exercise of options at $10.15 per share                    |  | 571     |  |  | 5,800     |  |  |            |   |  | 5,800    |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Exercise of warrants at $10.50 per share                   |  | 829     |  |  | 8,700     |  |  |            |   |  | 8,700    |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Net loss for the
      year                                |  |        |  |  |          |  |  | (201,255    | ) |  | (201,255 | )
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Balance  November 30, 1994                                |  | 129,191 |  |  | 1,940,265 |  |  | (1,781,803  | ) |  | 158,462  |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Shares issued for exercise of options:                     |  |         |  |  |           |  |  |             |   |  |          |  
|- at $8.40 per
      share                                 |  | 8,635   |  |  | 72,536    |  |  |            |   |  | 72,536   |  
|- at $10.15 per share                                      |  | 3,250   |  |  | 32,986    |  |  |            |   |  | 32,986   |  
|- at $10.85 per
      share                                |  | 940     |  |  | 10,199    |  |  |            |   |  | 10,199   |  
|- at $11.55 per share                                      |  | 1,571   |  |  | 18,150    |  |  |            |   |  | 18,150   |  
|- at $14.70 per
      share                                |  | 6,262   |  |  | 92,046    |  |  |            |   |  | 92,046   |  
|- at $17.50 per share                                      |  | 2,943   |  |  | 51,500    |  |  |            |   |  | 51,500   |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Shares issued for exercise of warrants:                    |  |         |  |  |           |  |  |             |   |  |          |  
|- at $9.80 per
      share                                 |  | 8,571   |  |  | 84,000    |  |  |            |   |  | 84,000   |  
|- at $12.25 per share                                      |  | 14,729  |  |  | 180,425   |  |  |            |   |  | 180,425  |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Shares issued for private placements:                      |  |         |  |  |           |  |  |             |   |  |          |  
|- at $9.80 per
      share                                 |  | 8,571   |  |  | 84,000    |  |  |            |   |  | 84,000   |  
|- at $15.75 per share                                      |  | 2,857   |  |  | 45,000    |  |  |            |   |  | 45,000   |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Shares issued for acquisition of mineral property at 15.75 |  |         |  |  |           |  |  |             |   |  |          |  
|per share                                                  |  | 1,429   |  |  | 22,500    |  |  |            |   |  | 22,500   |  
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Net loss for the year                                      |  |        |  |  |          |  |  | (304,564    | ) |  | (304,564 | )
|                                                           |  |         |  |  |           |  |  |             |   |  |          |  
|Balance  November 30, 1995                                |  | 188,949 |  |  | 2,633,607 |  |  | (2,086,367  | ) |  | 547,240  |  

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                      
|-----------------------------------------------------------
|(A Development Stage Company)                              
|Statement of Stockholders Equity (Deficiency)             
|From June 22, 1983 (Date of Inception) to November 30, 2007
|(Expressed in Canadian dollars)                            

|                                                              |  |         |  |  |           |   |  | Deficit     |   |  |          |  
|------------------------------------------------------------- |  | ------- |  |  | --------- | - |  | ----------- | - |  | -------- | -
|                                                              |  |         |  |  |           |   |  | Accumulated |   |  |          |  
|                                                              |  |         |  |  |           |   |  | During the  |   |  |          |  
|                                                              |  |         |  |  |           |   |  | Development |   |  |          |  
|                                                              |  | Shares  |  |  | Amount    |   |  | Stage       |   |  | Total    |  
|                                                              |  | #       |  |  | $         |   |  | $           |   |  | $        |  
|Balance  November 30, 1995                                   |  | 188,949 |  |  | 2,633,607 |   |  | (2,086,367  | ) |  | 547,240  |  
|Shares issued for acquisition of mineral property at          |  |         |  |  |           |   |  |             |   |  |          |  
|$21.00 per share                                              |  | 571     |  |  | 12,000    |   |  |            |   |  | 12,000   |  
|Exercise of warrants at $15.75 per share                      |  | 2,857   |  |  | 45,000    |   |  |            |   |  | 45,000   |  
|Private placement at $10.50 per share                         |  | 4,286   |  |  | 52,500    |   |  |            |   |  | 52,500   |  
|Shares issued for exercise of options:                        |  |         |  |  |           |   |  |             |   |  |          |  
|- at $17.50 per
      share                                   |  | 4,743   |  |  | 82,998    |   |  |            |   |  | 82,998   |  
|- at $18.55 per share                                         |  | 714     |  |  | 13,250    |   |  |            |   |  | 13,250   |  
|- at $20.65 per
      share                                   |  | 2,857   |  |  | 59,000    |   |  |            |   |  | 59,000   |  
|Net loss for the
      year                                   |  |        |  |  |          |   |  | (102,055    | ) |  | (102,055 | )
|Balance  November 30, 1996                                   |  | 204,978 |  |  | 2,898,355 |   |  | (2,188,422  | ) |  | 709,933  |  
|Shares issued for acquisition of mineral property at $8.75    |  |         |  |  |           |   |  |             |   |  |          |  
|per share                                                     |  | 714     |  |  | 6,250     |   |  |            |   |  | 6,250    |  
|Shares issued for exercise of options:                        |  |         |  |  |           |   |  |             |   |  |          |  
|- at $9.10 per
      share                                    |  | 7,571   |  |  | 68,900    |   |  |            |   |  | 68,900   |  
|- at $10.50 per share                                         |  | 1,429   |  |  | 15,000    |   |  |            |   |  | 15,000   |  
|- at $13.55 per
      share                                   |  | 4,286   |  |  | 46,500    |   |  |            |   |  | 46,500   |  
|Net loss for the
      year                                   |  |        |  |  |          |   |  | (150,318    | ) |  | (150,318 | )
|Balance  November 30, 1997                                   |  | 218,978 |  |  | 3,035,005 |   |  | (2,338,740  | ) |  | 696,265  |  
|Shares issued for cash at $5.25 per share                     |  | 3,143   |  |  | 16,500    |   |  |            |   |  | 16,500   |  
|Shares issued for settlement of debt at
      $5.25 per share |  | 10,123  |  |  | 53,144    |   |  |            |   |  | 53,144   |  
|Share issuance costs                                          |  |        |  |  | (2,452    | ) |  |            |   |  | (2,452   | )
|Net loss for the year                                         |  |        |  |  |          |   |  | (512,408    | ) |  | (512,408 | )
|Balance  November 30, 1998                                   |  | 232,243 |  |  | 3,102,197 |   |  | (2,851,148  | ) |  | 251,049  |  
|Shares issued for settlement of debt at
      $5.25 per share |  | 11,667  |  |  | 61,252    |   |  |            |   |  | 61,252   |  
|Net loss for the
      year                                   |  |        |  |  |          |   |  | (369,731    | ) |  | (369,731 | )
|Balance  November 30, 1999                                   |  | 243,910 |  |  | 3,163,449 |   |  | (3,220,879  | ) |  | (57,430  | )
|Shares issued for settlement of debt at $0.75 per share       |  | 123,441 |  |  | 92,581    |   |  |            |   |  | 92,581   |  
|Private placement at $0.95 per share                          |  | 340,000 |  |  | 323,000   |   |  |            |   |  | 323,000  |  
|Share issuance costs                                          |  |        |  |  | (1,498    | ) |  |            |   |  | (1,498   | )
|Net loss for the year                                         |  |        |  |  |          |   |  | (91,248     | ) |  | (91,248  | )
|Balance  November
      30, 2000                             |  | 707,352 |  |  | 3,577,532 |   |  | (3,312,127  | ) |  | 265,405  |  

The accompanying notes are an integral part of these financial
statements

---

|Bradner Ventures Ltd.                                      
|-----------------------------------------------------------
|(A Development Stage Company)                              
|Statement of Stockholders Equity (Deficiency)             
|From June 22, 1983 (Date of Inception) to November 30, 2007
|(Expressed in Canadian dollars)                            

|                                                           |  |           |  |  |           |  |  | Deficit     |   |  |          |  
|---------------------------------------------------------- |  | --------- |  |  | --------- |  |  | ----------- | - |  | -------- | -
|                                                           |  |           |  |  |           |  |  | Accumulated |   |  |          |  
|                                                           |  |           |  |  |           |  |  | During the  |   |  |          |  
|                                                           |  |           |  |  |           |  |  | Development |   |  |          |  
|                                                           |  | Shares    |  |  | Amount    |  |  | Stage       |   |  | Total    |  
|                                                           |  | #         |  |  | $         |  |  | $           |   |  | $        |  
|Balance  November 30, 2000                                |  | 707,352   |  |  | 3,577,532 |  |  | (3,312,127  | ) |  | 265,405  |  
|Shares issued for cash at $1.60 per share                  |  | 25,000    |  |  | 40,000    |  |  |            |   |  | 40,000   |  
|Exercise of warrants at $1.25 per share                    |  | 155,958   |  |  | 194,947   |  |  |            |   |  | 194,947  |  
|Net loss for the
      year                                |  |          |  |  |          |  |  | (489,432    | ) |  | (489,432 | )
|                                                           |  |           |  |  |           |  |  |             |   |  |         |  
|Balance  November 30, 2001                                |  | 888,309   |  |  | 3,812,479 |  |  | (3,801,559  | ) |  | 10,920   |  
|Shares issued for cash at $1.60 per share                  |  | 25,000    |  |  | 39,435    |  |  |            |   |  | 39,435   |  
|Exercise of options at $1.05 per share                     |  | 18,000    |  |  | 18,900    |  |  |            |   |  | 18,900   |  
|Exercise of warrants at $1.25 per share                    |  | 126,947   |  |  | 158,684   |  |  |            |   |  | 158,684  |  
|Net loss for the
      year                                |  |          |  |  |          |  |  | (261,950    | ) |  | (261,950 | )
|Balance  November 30, 2002                                |  | 1,058,256 |  |  | 4,029,498 |  |  | (4,063,509  | ) |  | (34,011  | )
|Net loss for the
      year                                |  |          |  |  |          |  |  | (27,840     | ) |  | (27,840  | )
|Balance  November 30, 2003                                |  | 1,058,256 |  |  | 4,029,498 |  |  | (4,091,349  | ) |  | (61,851  | )
|5:1 reverse stock split during year (retroactively stated) |  |           |  |  |          |  |  |            |   |  |         |  
|Units issued for cash at $0.05 per unit                    |  | 5,000,000 |  |  | 250,000   |  |  |            |   |  | 250,000  |  
|Net loss for the
      year                                |  |          |  |  |          |  |  | (49,597     | ) |  | (49,597  | )
|Balance  November 30, 2004                                |  | 6,058,256 |  |  | 4,279,498 |  |  | (4,140,946  | ) |  | 138,552  |  
|Net loss for the
      year                                |  |          |  |  |          |  |  | (71,186     | ) |  | (71,186  | )
|Balance  November 30, 2005                                |  | 6,058,256 |  |  | 4,279,498 |  |  | (4,212,132  | ) |  | 67,366   |  
|Net loss for the
      year                                |  |          |  |  |          |  |  | (58,145     | ) |  | (58,145  | )
|Balance  November 30, 2006                                |  | 6,058,256 |  |  | 4,279,498 |  |  | (4,270,277  | ) |  | 9,221    |  
|Net loss for the
      year                                |  |          |  |  |          |  |  | (61,980     | ) |  | (61,980  | )
|Balance  November 30, 2007                                |  | 6,058,256 |  |  | 4,279,498 |  |  | (4,332,257  | ) |  | (52,759  | )

The accompanying notes are an integral part of these financial
statements

---

47

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2007, 2006 and 2005 
|(Expressed in Canadian dollars)  

|1. | NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A
      GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company was incorporated on June 22, 1983 and is
      currently seeking and identifying suitable business opportunities or
      business combinations in Canada. The Company's common shares are listed on
      the OTC Bulletin Board under the trading symbol "BVLTF". The Company is a
      development stage company and accordingly, the statements of operations
      and cash flows include a total of all expenditures and other income and
      expenses since inception, June 22, 1983 to November 30, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | These financial statements have been prepared in
      accordance with generally accepted accounting principles applicable to a
      going concern, which assumes that the Company will be able to meet its
      obligations and continue its operations for its next fiscal year.
      Realization values may be substantially different from carrying values as
      shown and these financial statements do not give effect to adjustments
      that would be necessary to the carrying values and classification of
      assets and liabilities should the Company be unable to continue as a going
      concern. At November 30, 2007, the Company had not yet identified a
      suitable business, has accumulated losses of $4,332,257 since its
      inception, had a working capital deficiency of $57,759 and expects to
      incur further losses in the development of its business, all of which
      casts substantial doubt about the Company's ability to continue as a going
      concern. The Companys ability to continue as a going concern is dependent
      upon its ability to generate future profitable operations and/or to obtain
      the necessary financing to meet its obligations and repay its liabilities
      arising from normal business operations when they become due.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The operations of the Company have primarily been funded
      by the issuance of capital stock. Continued operations of the Company are
      dependent on the Company's ability to raise funds through debt financing,
      complete equity financings or generate profitable operations in the
      future. Management's plan in this regard is to secure additional funds
      through future equity financings. Such financings may not be available or
      may not be available on reasonable terms. The financial statements contain
      no adjustments which reflect the outcome of this uncertainty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The preparation of financial statements in conformity
      with Canadian generally accepted accounting principles requires management
      to make estimates and assumptions that affect the reported amounts of
      assets and liabilities and disclosure of contingent assets and liabilities
      at the date of the financial statements and the reported amounts of
      revenues and expenses during the period. Significant areas requiring the
      use of management estimates relate to the impairment of mineral property
      interests and the determination of reclamation obligations. Actual results
      could differ from those estimates. By their nature, these estimates are
      subject to measurement uncertainty and the effect on the financial
      statements of changes in such estimates in future periods could be
      significant.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The financial statements have, in managements opinion,
      been properly prepared within the framework of the significant accounting
      policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Companys functional and reporting currency is the
      Canadian dollar. Monetary items denominated in foreign currencies are
      translated into Canadian dollars at exchange rates prevailing at the
      balance sheet date and non-monetary items are translated at exchange rates
      prevailing when the assets were acquired or obligations incurred. Foreign
      currency denominated revenue and expense items are translated at exchange
      rates prevailing at the transaction date. Gains and losses arising from
      the remeasurements are included in operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company follows the asset and liability method for
      determining income taxes. Under this method, future income tax assets and
      liabilities are recognized for temporary differences between the carrying
      amounts for financial statement purposes and the tax basis for certain
      assets and liabilities. Future income tax assets and liabilities are
      measured using enacted tax rates expected to apply to taxable income in
      the years in which these temporary differences are expected to be settled.
      The tax effects of changes in these temporary differences are recognized
      in income in the period in which they occur.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

48

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2007, 2006 and 2005 
|(Expressed in Canadian dollars)  

|2. | SIGNIFICANT ACCOUNTING POLICIES
  (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Stock  Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company uses the fair value based method for all
      stock-based awards granted on or after December 1, 2004 and to account for
      the grants as compensation expense in its financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The value of stock options granted is estimated on the
      date of grant using the Black-Scholes option-pricing model. The
      Black-Scholes option-pricing model requires the input of subjective
      assumptions, including the expected term of the option and stock price
      volatility. The expected term of options granted is determined based on
      historical data on the average hold period before exercise, expiry or
      cancellation. Expected volatility is based on the historical volatility of
      the share price of the Company. These estimates involve inherent
      uncertainties and the application of management judgment. In addition, the
      Company is required to estimate the expected forfeiture rate and only
      recognizes expense for those options expected to vest. As a result, if
      other assumptions had been used, the recorded stock-based compensation
      expense could have been different from that reported.                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Basic and Diluted Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Basic loss per share is calculated by dividing the net
      loss available to common shareholders by the weighted average number of
      shares outstanding during the year. Diluted earnings per share reflect the
      potential dilution of securities that could share in earnings of an
      entity. In a loss year, potentially dilutive common shares are excluded
      from the loss per share calculation, as the effect would be anti-dilutive.
      Basic and diluted loss per share are the same for the years
    presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | For the years ended November 30, 2007, 2006 and 2005,
      potentially dilutive common shares (relating to warrants outstanding at
      the year-end) totalling Nil (2006: 5,000,000; 2005: 5,000,000) were not
      included in the computation of loss per share because their effect was
      anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Mineral properties consist of exploration and mining
      concessions, options and contracts. Acquisition and leasehold costs are
      capitalized and deferred until such time as the property is put into
      production or the properties are disposed of either through sale or
      abandonment. If put into production, the costs of acquisition will be
      amortized over the life of the property, based on estimated economic
      reserves. Proceeds received from the sale of any interest in a property
      will first be credited against the carrying value of the property, with
      any excess included in operations for the period. If a property is
      abandoned, the property costs that are not recoverable will be written-off
      to operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Mineral properties exploration costs are expensed when
      incurred. Recorded costs of mineral properties are not intended to reflect
      present or future values of mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Change in Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On December 1, 2006, the Company adopted CICA Handbook
      Sections 1530, Comprehensive Income, Section 3855, Financial
      Instruments  Recognition and Measurement and Section 3861, Financial
      Instruments  Disclosure and Presentation. Section 1530 establishes
      standards for reporting and presenting comprehensive income, which is
      defined as the change in equity from transactions and other events from
      non-owner sources. Other comprehensive income refers to items recognized
      in comprehensive income that are excluded from net income calculated in
      accordance with Canadian generally accepted accounting
  principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Section 3855 prescribes when a financial asset, financial
      liability or non-financial derivative is to be recognized on the balance
      sheet and at what amount, requiring fair value or cost-based measures
      under different circumstances. Under Section 3855, financial instruments
      must be classified into one of these five categories: held-for-trading,
      held-to- maturity, loans and receivables, available-for-sale financial
      assets or other financial liabilities. All financial instruments,
      including derivatives, are measured initially and subsequently on the
      balance sheet at fair value except for loans and receivables,
      held-to-maturity investments and other financial liabilities which are
      measured subsequently on the balance sheet at amortized cost. Subsequent
      measurement and changes in fair value will depend on their initial
      classification, as follows: held-for-trading financial assets are measured
      at fair value and changes in fair value are recognized in net earnings;
      available-for-sale financial instruments are measured at fair value with
      changes in fair value recorded in other comprehensive income until the
      investment is derecognized or impaired at which time the amounts would be
      recorded in net earnings.

---

49

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2007, 2006 and 2005 
|(Expressed in Canadian dollars)  

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Change in Accounting Policies(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Section 3861 establishes standards for presentation of
      financial instruments and non-financial derivatives and identifies the
      information that should be disclosed about them. Under the new standards,
      policies followed for periods prior to the effective date generally are
      not reversed and therefore, the comparative figures have not been
      restated.                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Under adoption of these new standards, the Company
      designated accounts payable and accrued liabilities and short term loan as
      other financial liabilities, which are measured at amortized
  cost.                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The adoption of these Handbook Sections had no impact on
      opening deficit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | MINERAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | During the year ended November 30, 2007, the Company was
      in the process of acquiring an exploration permit to a mineral claim
      located in British Columbia, Canada for a term expiring on November 30,
      2008. The Company paid a $5,000 security deposit and incurred $3,921 in
      exploration costs on the mineral claim.                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Subsequent to November 30, 2007, the Company abandoned
      the mineral claim and has applied for a refund of the security
    deposit.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company entered into the following transactions with
      related parties, which are in the normal course of operations and are
      measured at the exchange amount:                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The common shares of the Company are all of the same
      class, are voting and entitle stockholders to receive dividends. Upon
      liquidation or wind-up, stockholders are entitled to participate equally
      with respect to any distribution of net assets or any dividends which may
      be declared.                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Preferred Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The preferred shares of the Company may be issued in one
      or more series and may be designated as voting or non- voting and
      cumulative or non-cumulative. Upon liquidation or wind-up, stockholders
      are entitled to participate equally with respect to any distribution of
      net assets before any distribution is made to the holders of the common
      shares. The Company had no preferred shares outstanding at November 30,
      2007 and 2006.                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company, from time to time, allows officers, key
      employees and non-employee directors to be granted options to purchase
      shares of the Companys authorized but un-issued common stock. Options to
      be granted will expire no later than 10 years from the grant date and
      generally vest on the date of grant. These options will be granted with an
      exercise price equal to the market price of the Companys common stock on
      the date of the grant. The Company had no options outstanding as at
      November 30, 2007, 2006 and 2005.

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50

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2007, 2006 and 2005 
|(Expressed in Canadian dollars)  

|5. | CAPITAL STOCK (Continued)                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                            
|   | Warrants                                                                                                                   
|   |                                                                                                                            
|   | The following is a summary of the activity of the
      warrants issued for the fiscal years ending 2007, 2006, and
  2005:

| |                            |  | November 30, 2007 |   |   | November 30, 2006 |   |  | November 30, 2005 | 
| | -------------------------- |  | ----------------- | - | - | ----------------- | - |  | ----------------- | 
| |                            |  |                   |   |   | Weighted          |   |  |                   | 
| |                            |  |                   |   |   | Average           |   |  |                   | 
| |                            |  |                   |   |   | Exercise          |   |  |                   | 
| |                            |  | Number            |   |   | Price             |   |  | Number            | 
| |                            |  |                   |   |   |                   |   |  |                   | 
| | Balance, beginning of year |  | 5,000,000         |   | $ | 0.10              |   |  | 5,000,000         | 
| | Granted                    |  |                  |   |   |                  |   |  |                  | 
| | Exercised                  |  |                  |   |   |                  |   |  |                  | 
| | Expired                    |  | (5,000,000        | ) | $ | (0.10             | ) |  |                  | 
| |                            |  |                   |   |   |                   |   |  |                   | 
| | Balance, end of year       |  |                  |   |   |                  |   |  | 5,000,000         | 

|6. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | As at November 30, 2007, the Company has accumulated
      Canadian and foreign exploration costs totaling $813,310, non-capital
      losses totaling $507,850, and capital losses totaling $734,000, which may
      be carried forward to apply against future years income for Canadian
      income tax purposes. Potential benefits of these losses and exploration
      costs have not been recognized in these financial statements because the
      Company cannot be assured it is more-likely-than- not it will utilize them
      in future years. The non-capital losses expire as
  follows:

2008
    $
    72,0242009
    
    98,4322010
    
    68,6462011
    
    27,8402014
    
    49,5972015
    
    71,1862026
    
    58,1452027
    
    61,980$
    507,850


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

| |                                                        |  | 2007     |   |  | 2006    |   |  | 2005    |  
| | ------------------------------------------------------ |  | -------- | - |  | ------- | - |  | ------- | -
| |                                                        |  | $        |   |  | $       |   |  | $       |  
| | Losses before income taxes                             |  | 61,980   |   |  | 58,145  |   |  | 71,186  |  
| | Expected income tax recovery at statutory tax rates of |  |          |   |  |         |   |  |         |  
| | 34.12% (2006  34.12%; 2005  35.62%)                  |  | 21,000   |   |  | 20,000  |   |  | 25,000  |  
| | Change in tax rates                                    |  | (118,000 | ) |  | -       |   |  | -       |  
| | Change in valuation allowance                          |  | 97,000   |   |  | (20,000 | ) |  | (25,356 | )
| |                                                        |  |         |   |  |        |   |  |        |  

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51

|Bradner Ventures Ltd.            
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2007, 2006 and 2005 
|(Expressed in Canadian dollars)  

|6. | INCOME TAXES (Continued)                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                            
|   | For income tax purposes, the Company reports certain
      transactions in different periods than reported for financial statement
      purposes. The Company has incurred operating losses since its inception
      and, therefore, no tax liabilities have been incurred for the years
      presented.
|   |                                                                                                                                                                                                                                                                                                            
|   | Details of future tax assets are as
  follows:                                                                                                                                                                                                                                                             

| |                                   |  | 2007     |   |  | 2006     |  
| | --------------------------------- |  | -------- | - |  | -------- | -
| |                                   |  | $        |   |  | $        |  
| | Future tax assets:                |  |          |   |  |          |  
| | Non-capital loss carry-forwards   |  | 140,000  |   |  | 185,000  |  
| | Exploration expenses              |  | 224,000  |   |  | 278,000  |  
| | Capital loss
      carry-forwards |  | 101,000  |   |  | 125,000  |  
| |                                   |  | 465,000  |   |  | 588,000  |  
| | Valuation
      allowance         |  | (465,000 | ) |  | (588,000 | )
| |                                   |  |         |   |  |         |  

|7. | UNITED STATES GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements have been prepared in
      accordance with generally accepted accounting principles (GAAP) in
      Canada. There are no material differences between Canadian GAAP and United
      States GAAP on the balance sheets and statements of operation, cash flows
      and stockholders equity (deficiency) for 2007, 2006 and 2005.
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  

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54

|ITEM 19 | Exhibits
|------- | --------

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

|10.  | Articles
        of Incorporation and By-laws:                                                                                                                               
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                              
|1.1  | Articles of Incorporation,
        effective June 22, 1983 (incorporated by reference from our Registration
        Statement on Form 20-F/A, filed on January 22, 2001).    
|    
|1.2  | Altered Memorandum,
        dated December 13, 1999 (incorporated by reference from our Registration
        Statement on Form 20-F/A, filed on January 22, 2001).           
|    
|1.3  | Certificate of
        Change of Name, dated December 13, 1999 (incorporated by reference from
        our Registration Statement on Form 20-F/A, filed on January 22, 2001).
|    
|1.4  | Notice of Alteration
        of Articles, effective March 31, 2004 (incorporated by reference from
        our Registration Statement on Form 20-F, filed on June 1, 2004).  
|    
|1.5  | Notice of Alteration
        of Articles, effective March 31, 2004 (incorporated by reference from
        our Registration Statement on Form 20-F, filed on June 1, 2004).  
|    
|11.  | Code of
        Ethics                                                                                                                                                       
|     |                                                                                                                                                                              
|11.1 | Code of Ethics
        (incorporated by reference from our Registration Statement on Form 20-F,
        filed on June 1, 2004).                                              
|    
|12.  | 302 Certification                                                                                                                                                            
|     |                                                                                                                                                                              
|12.1 | Section
        302 Certification under Sarbanes-Oxley Act of 2002 for Richard Coglon.                                                                                       
|     |                                                                                                                                                                              
|12.2 | Section
        302 Certification under Sarbanes-Oxley Act of 2002 for Randy Buchamer.                                                                                       
|     |                                                                                                                                                                              
|13.  | 906 Certification                                                                                                                                                            
|     |                                                                                                                                                                              
|13.1 | Section
        906 Certification under Sarbanes-Oxley Act of 2002 for Richard Coglon.                                                                                       
|     |                                                                                                                                                                              
|13.2 | Section
        906 Certification under Sarbanes-Oxley Act of 2002 for Randy Buchamer.                                                                                       

---

55

SIGNATURES

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

BRADNER VENTURES LTD.

|/s/ Richard Coglon           
|-----------------------------
|Richard L. Coglon            
|President and Secretary      
|(Principal Executive Officer)
|                             
|Date: May 28, 2008           
|                             
|                             
|                             
|/s/ Randy Buchamer           
|Randy Buchamer               
|Chief Financial Officer      
|(Principal Financial Officer)
|                             
|Date: May 28, 2008           

---