UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB/A





(X )

QUARTERLY REPORT UNDER TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF 1934

For the quarterly period ended

February 28, 2003





(  )

TRANSITION REPORT UNDER TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to





Commission file number

0-25707







THE BRALORNE MINING COMPANY

(Exact name of small business issuer as specified in charter)





Nevada

91-1948355

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)



1120 Sunnyside Road, Kelowna, British Columbia, Canada, V1Z 2N8

(Address of principal executive offices)



(250)  769-5800

(Issuers telephone number)



N/A

(Former name, address, and fiscal year, if changed since last report)





Check whether the issuer (1) filed all reports required to be filed by Section 13 and 15(d) of the Exchange Act during the past 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 Yes [X]  No [   ]



APPLICABLE ONLY TO CORPORATE ISSUERS:



State the number of shares outstanding of each of the issuers class of common equity, as of the latest practicable date:



11,040,050 common shares with a par value of $0.001 per share as at December 31, 2003





Transitional Small Business Disclosure Format (Check one):  Yes [  ]   No [X]









INDEX





|         |                                                                                                                                                                 | Page
Number
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|         |                                                                                                                                                                 |            
|PART 1.  | FINANCIAL INFORMATION                                                                                                                                           |            
|         |                                                                                                                                                                 |            
|ITEM1.   | Financial Statements                                                                                                                                            | 3          
|         |                                                                                                                                                                 |            
|         | Balance Sheet as at February 28, 2003
(with comparative figures as at November 30, 2003)                                                                        | 4          
|         |                                                                                                                                                                 |            
|         | Statement of Operations
For the three months ended February 28, 2003 and
2002 and for the period from December 2, 1998
(Date of Inception) to February 28, 2003 | 5          
|         |                                                                                                                                                                 |            
|         | Statement of Cash Flows
For the three months ended February 28, 2003 and
2002 and for the period from December 2, 1998
(Date of Inception) to February 28, 2003 | 6          
|         |                                                                                                                                                                 |            
|         | Notes to the Financial Statements                                                                                                                               | 7          
|         |                                                                                                                                                                 |            
|ITEM 2.  | Managements Discussion and Analysis or Plan of Operations                                                                                                      | 10         
|         |                                                                                                                                                                 |            
|ITEM 3.  | Controls and Procedures                                                                                                                                         | 14         
|         |                                                                                                                                                                 |            
|PART 11. | OTHER INFORMATION                                                                                                                                               | 15         
|         |                                                                                                                                                                 |            
|ITEM 1.  | Legal Proceedings                                                                                                                                               | 15         
|         |                                                                                                                                                                 |            
|ITEM 2.  | Changes in Securities                                                                                                                                           | 15         
|         |                                                                                                                                                                 |            
|ITEM 3.  | Defaults Upon Senior Securities                                                                                                                                 | 16         
|         |                                                                                                                                                                 |            
|ITEM 4.  | Submission of Matters to a Vote of Security Holders                                                                                                             | 16         
|         |                                                                                                                                                                 |            
|ITEM 5.  | Other Information                                                                                                                                               | 16         
|         |                                                                                                                                                                 |            
|ITEM 6.  | Exhibits and Reports on Form 8-K                                                                                                                                | 16         
|         |                                                                                                                                                                 |            
|         | SIGNATURES                                                                                                                                                      | 17         

















PART 1  FINANCIAL INFORMATION







ITEM 1.   FINANCIAL STATEMENTS







The accompanying balance sheet of The Bralorne Mining Company (pre-exploration stage company) at February 28, 2003 and the statement of operations and statement of cash flow for the three months ended February 28, 2003 and 2002 and for the period from December 2, 1998 (date of incorporation) to February 28, 2003, have been prepared by the Companys management, in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.



Operating results for the quarter ended February 28, 2003 are not necessarily indicative of the results that can be expected for the year ending November 30, 2003.









#





THE BRALORNE MINING COMPANY

(A Pre-exploration Stage Company)



BALANCE  SHEET



February 28, 2003 and November 30, 2002



(Unaudited - Prepared by Management)



|                                                 |              |             
|------------------------------------------------ | ------------ | ------------
|                                                 |              |             
|                                                 | February 28, | November 30,
|                                                 | 2003         | 2002        
|                                                 |              |             
|LIABILITIES                                      |              |             
|                                                 |              |             
|Accounts payable  related parties               | $    13,305  | $    13,045 
|Accounts payable and accrued liabilities         | 17,563       | 14,613      
|                                                 | 30,868       | 27,658      
|                                                 |              |             
|STOCKHOLDERS EQUITY                             |              |             
|                                                 |              |             
|Common stock                                     |              |             
|200,000,000 shares authorized, at $0.001 par     |              |             
|value, 11,040,050 shares issued and outstanding  | 11,040       | 11,040      
|                                                 |              |             
|Capital in excess of par value                   | 30,972       | 27,972      
|                                                 |              |             
|Deficit accumulated during the exploration stage | (72,880)     | (66,670)    
|                                                 |              |             
|Total Stockholders Deficiency                   | (30,868)     | (27,658)    
|                                                 |              |             
|                                                 | $  -         | $   -       













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







#







THE BRALORNE MINING COMPANY

(A Pre-exploration Stage Company)



STATEMENT  OF  OPERATIONS



For the three months ended February 28, 2003 and 2002, and for the period from

December 2, 1998 (Date of Inception) to February 28, 2003



(Unaudited  -  Prepared by Management)



|                           | For the
Three
Months
Ended
February 28,
2003 | For the
Three
Months
Ended
February 28,
2002 | From Inception
To
February 28,
2003
|-------------------------- | -------------------------------------------- | -------------------------------------------- | -----------------------------------
|                           |                                              |                                              |                                    
|REVENUES                   | $              -                             | $             -                              | $            -                     
|                           |                                              |                                              |                                    
|EXPENSES                   | 6,210                                        | 7,429                                        | 72,880                             
|                           |                                              |                                              |                                    
|NET LOSS                   | $    (6,210)                                 | $    (7,429)                                 | $   (72,880)                       
|                           |                                              |                                              |                                    
|                           |                                              |                                              |                                    
|NET LOSS PER COMMON SHARE  |                                              |                                              |                                    
|Basic                      | $   -                                        | $  -                                         |                                    
|                           |                                              |                                              |                                    
|AVERAGE OUTSTANDING SHARES |                                              |                                              |                                    
|Basic                      | 11,040,050                                   | 11,040,050                                   |                                    
|                           |                                              |                                              |                                    















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





#







THE BRALORNE MINING COMPANY

(A Pre-exploration Stage Company)



STATEMENT  OF  CASH  FLOWS



For the three months ended February 28, 2003 and 2002 and for the period from

December 2, 1998 (Date of Inception) to February 28, 2003

(Unaudited - Prepared by Management)





For the Three

For the Three

From

Months

Months

Inception

Ended

Ended

To

February 28,

February 28,

February 28,

2003

2002

2003



CASH FLOWS FROM

OPERATING ACTIVITIES:





Net loss

$  (6,210)

$  (7,429)

$   (72,880)



Adjustments to reconcile net loss to net

cash provided by operating activities:





Increase in accounts payable  related parties

260

4,605

13,305

Increase in accounts payable

2,950

322

17,563

Contribution to capital  expenses

3,000

3,000

15,000



Net Cash from Operations

___-

498

(27,012)



CASH FLOWS FROM INVESTING

ACTIVITIES:

-

-

-



CASH FLOWS FROM FINANCING

ACTIVITIES:





Proceeds from issuance of common stock

-

-

27,012



Net Increase in Cash

-

498

-



Cash at Beginning of Period

_  __-

355

-



CASH AT END OF PERIOD

$  -

$   853

$  -









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



#







THE BRALORNE MINING COMPANY

(A Pre-exploration Stage Company)

NOTES  TO  FINANCIAL  STATEMENTS

February 28, 2003

(Unaudited - Prepared by Management)

1.

ORGANIZATION



The Company was incorporated under the laws of the State of Nevada on December 2, 1998 with the authorized common shares of 200,000,000 shares at $0.001 par value.



The Company was organized for the purpose of acquiring and exploring mineral properties.  As at the date of the balance sheet a mineral property, with unknown reserves, has been acquired.  The Company has not established the existence of a commercially minable ore deposit and therefore has not reached the development stage and is considered to be in the pre-exploration stage.  (see Note 3).



Since its inception the Company has completed private placement offerings of 11,040,050 common shares for $27,012.



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Accounting Methods



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



Dividend Policy



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



Income Taxes



The Company utilizes the liability method of accounting for income taxes.  Under the liability method deferred tax assets and liabilities are determined based on the difference between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse.   An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.



On February 28, 2003, the Company had a net operating loss carry forward of  $72,880.  The tax benefit of approximately $21,800 from the loss carry forward has been fully offset by the valuation reserve because the use of the future tax benefit is undeterminable since the Company has no operations.



The loss carry forward will start to expire in 2023.



Basic and Diluted Net Income (Loss) per Share



Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding.   Diluted net income (loss) per share amounts are computed using the weighted average number of common and equivalent shares outstanding as if the shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.







THE BRALORNE MINING COMPANY

(A Pre-exploration Stage Company)



NOTES  TO  FINANCIAL  STATEMENTS



February 28, 2003



(Unaudited - Prepared by Management)





2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued



Environmental Requirements



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



Unproven Mining Claim Costs



Costs of acquisition, exploration, carrying, and retaining unproven properties are expensed as incurred.



Financial and Concentrations Risk



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



Revenue Recognition



The policy of the Company , if any revenue is received, is to recognize revenue on the sale and delivery of product or completion of services provided.  There can be no assurance that any revenue will be received.



Statement of Cash Flows



For the purposes of the statement of cash flows, the Company considers all highly liquid investments with maturity of 3 months or less to be cash equivalent.  The Company does not have highly liquid assets with 3 months or less maturity to cash equivalent to consider at this time.



Financial Instruments



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



Estimates and Assumptions



Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles.   Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.   Actual results could vary from the estimates that were assumed in preparing these financial statements.





#







THE BRALORNE MINING COMPANY

(A Pre-exploration Stage Company)



NOTES  TO  FINANCIAL  STATEMENTS



February 28, 2003



(Unaudited - Prepared by Management)



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued



Recent Accounting Pronouncements



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



3.

UNPROVEN MINING CLAIMS



In March 1998, the Company acquired a mineral claim, for $1.00 from a related party, known as Golden consisting of one 18 unit metric claim situated within the Bridge River gold camp near the town of Gold Bridge, British Columbia, Canada.



A physical work program was completed on January 14, 2002 and the claims were renewed on March 16, 2002 for a further year to expire on March 17, 2003 (see Note 6 below).



4.

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES



Officer-directors and their controlled entities, have acquired 45% of the outstanding common stock and have made no interest, demand loans of $13,305 to the Company, and have made contributions to capital of $15,000 by payment of Company expenses.



5.

GOING CONCERN



The Company will need additional working capital to service its debts and for its planned activity, which raises substantial doubt about its ability to continue as a going concern.   Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing and payment of Company expenses by its officers, which will enable the Company to operate for the coming year.



6.

SUBSEQUENT EVENTS





The Company reduced the number of units comprising the Golden claim from 18 to 9 and  undertook sufficient exploration work on its mineral claim to keep it in good standing until March 17, 2004.











#







ITEM 2.   MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS





When used in this discussion, the words believe, anticipates, expects and similar expressions are intended to identify forward-looking statements.   Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected.  Readers are cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.   The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.  Readers are also urged to carefully review and consider the various disclosures made by the Company that attempt to advise interested parties of factors which affect the Companys business, in this report, as well as the Companys periodic reports on Forms 10-KSB and 10-QSB filed with the Securities and Exchange Commission.



Unproven Mineral Claims



On March 17, 1998, the Golden mineral claim was staked by one of the Companys directors and, for the sum of $1.00, the Company purchased it from its director and acquired all rights to the minerals on the Golden.  The claim has been maintained in good standing since acquisition except that in March 2003 the Company allowed 9 units out of the original 18 units to lapse.   The Company has no further interest in the mineral rights to the 9 units which lapsed.   The balance of the 9 units are in good standing until March 17, 2004.



The Company has performed certain exploration work on the Golden claim during the last four and a half years as follows.



Exploration activities relating to 1999



During February 1999, the Company established a geochemical grid on part of its claim in anticipation of undertaking a soil-sampling program.  The base line for the geochemical grid was brushed out and stations were horizontally chained-in every 300 feet.  Chaining was completed using 30 feet intervals and flagged.  The base line for the geochemical grid totalled 2,430 feet.  The grid sampling lines were brushed out with stations horizontally chained-in and flagged every 30 feet, for a distance of 2,910 feet.   The total combined geochemical grid for the base line and grid line was 5,340 feet.  The cost of performing this work was applied against future assessment work on the Golden claim.



Exploration activities relating to 2000



During November 1999, the Company explored the south west corner of its claim where a geochemical grid was laid out in February.  Prior to the sampling of the grid, it was extended by an additional 6,300 feet.  Subsequently soil sampling was flagged every 60 feet.    A total of fifty-one soil samples were taken from the southwest corner of the claim and submitted to Chemex Labs Ltd. of North Vancouver, British Columbia, Canada for gold analysis.  Because of

the unconsolidated volcanic ash covering the area of the sampling program, representative samples were obtained by digging through the volcanic ash to reach soil contact.   The average depth of the digging was approximately one foot.



In addition to the soil sampling program the Golden claim was prospected for old showings and trenching.   From this prospecting work it would appear that no past systematic sampling techniques applied to this confined area.



From the assays of the soil samples done by Chemex Labs Ltd., Vancouver, British Columbia, there were no significant gold values in the majority of the samples taken.   Several samples showed some gold bearing content but not significant to warrant an increased sampling program in that specific area.



Exploration activities relating to 2001



During the period February 3, 2001 to February 6, 2001, work was done on the Golden claim in lieu of the payment of Cdn.$1,980 which was required to keep the claim in good standing.



This work, consisting of a grid layout, was applied to the 18 unit metric claim.



Exploration activities relating to 2002



Assessment work was done on the Golden claim from January 10 to the 14, 2002.   A grid system which was commenced in 1999 was continued and a soils sampling program was initiated.  Grid stations were flagged every 30 feet totaling 15,345 feet.  The grid layout was set up so that the present south grid system could be completed and a geo-chemical soils sampling program initiated.



During the beginning of March 2003, the Company extended the grid on the Golden but decided to allow 9 out of the 18 units to lapse.   Management felt the units retained were of interest whereas the other units were in areas which make it difficult to undertake any meaningful exploration work.  The Golden claim is in good standing until March 17, 2004.



Other mineral claims



At the present time, the Company is not seeking additional mineral properties due to its lack of funds.   Nevertheless, in the future, management might consider acquiring other mineral properties of merit for future exploration activities thereon.



Transfer agent



The Company, since its inception, has used the services of Nevada Agency & Trust Company in Reno, Nevada as its transfer agent.



Market information



The Company is a reporting company in the United States but presently is deficient in its filing of its Forms 10-KSB and 10-QSB.   The Company hopes to eventually make an application for a quotation on the National Association of Securities Dealers, Inc. OTC Bulletin Board.   There is no assurance that such an application will be accepted.



Liquidity and Capital Resources



The Company will need additional working capital to finance its activities on the Golden mineral claims.   As at February 28, 2003, the Company had no cash and no other assets on its balance sheet.  Current liabilities amounted to $30,868 of which approximately 40 percent is owed to directors who have been supplying the required funds to maintain the Golden claim in good standing during the last several years.   The accounts payable, other than amounts owed to related parties, are due to the auditors, accountant, transfer agent and for various office services rendered on behalf of the Company.  There are no funds available at the present time to pay these liabilities owed to third parties unless the directors supply the funds.



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



During three months ended February 20, 2003, the Company incurred the following expenses:



|Expenditure           |     | Amount   
|--------------------- | --- | ---------
|                      |     |          
|Accounting and audit  | i   | $   1,650
|Bank charges          |     | (10)     
|Edgar filings         | ii  | 100      
|Management fees       | iii | 1,500    
|Office                |     | 50       
|Rent                  | iv  | 900      
|Telephone             | v   | 600      
|Transfer agents fees | vi  | 1,420    
|Total expenses        |     | $  6,210 
|                      |     |          



i.

The Company accrues $1,200 in fees to its auditors, Sellers and Andersen LLC, for the review of this Form 10-QSB and to reflect an under accrual in the prior year.  In addition, the Company accrued $450 for the accountant to prepare the applicable working papers and other information to be submitted to the auditors for their review of this Form 10-QSB.



ii.

The Company will be charged $100 for filing this Form 10-QSB on Edgar.



iii.

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



iv.

The Company does not incur any rental expense since it used the personal residence of its President.  Similar to management fees, rent expense should be reflected as an operating expense.   Therefore, the Company has accrued $300 per month as an expense with an offsetting credit to Capital in Excess of Par Value.



v.

The Company does not have its own telephone number but uses the telephone number of its President.    Similar to management fees and rent, the Company accrues an amount of

$200 per month to represent the charges for telephone with an offsetting entry to Capital in Excess of Par Value.



vi.

In February of each year, the transfer agent, Nevada Agency & Trust Company, charges a fee of $1,200 to act as transfer agent for the forthcoming year.  Included in the above amount are late interest charges of $170 and a late filing fee of $50 relating to the annual filing of the List of Officers and Directors with the State of Nevada.



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



|Expenditures          |   | Requirements
for
twelve months | Current
Accounts
Payable | Required
funds for
twelve months
|--------------------- | - | ------------------------------ | ------------------------ | --------------------------------
|                      |   |                                |                          |                                 
|Accounting and audit  | 1 | $   5,500                      | $  13,100                | $   18,600                      
|Exploration expenses  | 2 | 1,300                          | -                        | 1,300                           
|Filing fees           | 3 | 760                            | -                        | 760                             
|Office                | 4 | 200                            | 156                      | 356                             
|Transfer agents fees | 5 | 1,700                          | 4,307                    | 6,007                           
|                      |   |                                |                          |                                 
|Estimated expenses    |   | $  9,460                       | $  17,563                | $   27,023                      
|                      |   |                                |                          |                                 



No recognition has been given to management fees, rent or telephone since, at the present time, these expenses are not cash orientated.



1.

Presently the Company accrues $450 for its accountant and $500 for its auditors to review the Form 10-QSB.  For the Form 10-KSB, the Company accrues $750 for its accountant to prepare the required working papers and $1,900 for the auditors to examine the year-end financial statements and to render a report thereon.  During the current period no payments were made to the auditors or accountant.



2.

To maintain the Golden claim in good standing the Company will incur a cost of $130 per unit.  The number of units comprising the Golden claim is 9 and therefore the minimum cost will be $1,170.  With the applicable filing fees paid to the Ministry of Mines and Energy, the total cost is anticipated to be $1,300.  The Company will have to either do sufficient exploration work on the Golden claim or pay an equivalent amount of $1,300 as cash-in-lieu to the Ministry to maintain the claim in good standing until March 17, 2005.



3.

The Company is charged $200 for the filing of its Form 10-KSB and $100 for each of its Forms 10-QSB.  In addition, the State of Nevada charges $260 for filing the List of Directors and Officers each year.



4.

Relates to photocopying and faxing.



5.

Each year the Company is charged a fee of $1,200 by its transfer agent to act on its behalf.  In addition, there will be interest accrued on the outstanding balance of approximately $500.



If the directors and officers no longer supply the required funds to the Company to maintain the Golden claim in good standing, there is the possibility the claim will lapse and the Company will eventually cease to be a going concern.



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



At present, the directors devote time to the affairs of the Company as required.   There are no plans to hire any employees at this time.   The Company has been using the services of one of its directors to undertake the exploration work on the Golden claim.  The fees paid to this director are at rates normally charged in the industry.



Results of Operations



The Company has had no operations during this reporting period.



ITEM 3.

Controls and Procedures(a)

Evaluation of Disclosure Controls and Procedures.



The Companys Chief Executive Officer and its Chief Financial Officer, after evaluating the effectiveness of the Companys disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules l3a 14(c) and 15d 14(c) as of a date within 90 days of the filing date of this quarterly report on Form 10-QSB (the "Evaluation Date"), have concluded that as of the Evaluation Date, the Companys disclosure controls and procedures were adequate and effective to ensure that material information relating to it would be made known to it by others within the Company, particularly during the period in which this quarterly report on Form 10-QSB was being prepared.
(b)

Changes in Internal Controls.



There were no significant changes in the Companys internal controls or in other factors that could significantly affect the Companys disclosure controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.





Part 11.

OTHER INFORMATION



ITEM 1.

Legal Proceedings



Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving the Companys or its mineral claim.   No director, officer or affiliate of the Company is (i) a party adverse to the Company in any legal proceedings, or (ii) has an adverse interest to the Company in any legal proceedings.   Management is not aware of any other legal proceedings pending or that have been threatened against the Company or its mineral claim.



ITEM 2.

Changes in Securities.



There have been no changes in securities since the Companys fiscal year end.   The following table sets forth the name and address, as of the date of this Quarterly Report, and the number of shares of common stock owned of record or beneficially by each person who owned of record, or was known by the Company to own beneficially, more than five percent (5%) of the Companys common stock, and the name and shareholdings of each officer and director, and all officers and directors as a group.



|Title or
Class | Name and Address of
Beneficial Owner (1)                                         | Amount of
Beneficial Ownership (2) | Percent of
Class
|-------------- | -------------------------------------------------------------------------------- | ---------------------------------- | ----------------
|               |                                                                                  |                                    |                 
|Common
Stock   | James Bruce
114  2274 Folkestone Way
West Vancouver, B.C.
Canada, V5A 2W1       | 2,500,000 (3)                      | 22.64           
|               |                                                                                  |                                    |                 
|Common
Stock   | Raymond Contoli
5887 Whitcomb Place
Tsawwasson, British Columbia
Canada, V4L 1E2 | 1,500,000 (3)                      | 13.59           
|               |                                                                                  |                                    |                 
|Common
Stock   | Edward Skoda
C.P. 45900  APDO Postal
Box 376
Chapala, Jalisco, Mexico           | 1,000,000 (3)                      | 9.06            
|               |                                                                                  |                                    |                 
|Common
Stock   | Directors and Officers as a
Group                                                | 5,000,000                          | 45.29           



(1)

Except as noted in any footnotes below, each person has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by him and has not entered into a voting trust or similar agreement.



(2)

Under Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be required in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the person having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons.  None of the directors or officers have any options, warrants, rights or conversion privileges.



(3)

These shares are restricted since they were issued in compliance with the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.  After these shares have been held for one year, the holders could sell 1% of the outstanding stock in the Company every three months.  Therefore, this stock can be sold after the expiration of one year in compliance with the provisions of Rule 144.  There are  stock transfer instructions placed against these certificate and a legend has been imprinted on each of the stock certificates.



Holders of common shares



There are presently 40 shareholders of record including officers and directors.



ITEM 3.

Defaults Upon Senior Securities



No report is required.



ITEM 4.

Submission of Matters to a Vote of Security Holders.



No matters have been submitted to a vote of security holders during this period.



ITEM 5.

Other Information



On December 22, 2003, the present directors resigned and were replaced by Messrs. Rene Bernard, Lucien R. Paquette and Kirk R. Reed.   Mr. Bernard was appointed President and Chief Executive Officer and Mr. Paquette was appointed Chief Financial Officer, Chief Accounting Officer and Secretary Treasurer.



ITEM 6.

Exhibit and Reports on Form 8-K



The following documents have been included by reference herein:



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



1.1   Certificate of Incorporation (incorporated by reference from the Companys Registration Statement on Form 10-SB filed on April 2, 1999).



1.2   Articles of Incorporation (incorporated by reference from the Companys Registration Statement on Form 10-SB filed on April 2, 1999).



1.3   By laws (incorporated by reference from the Companys Registration Statement on Form 10-SB filed on April 2, 1999).











SIGNATURES





In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





THE BRALORNE MINING COMPANY

(Registrant)





By:/s/ Rene Bernard

Rene Bernard

Chief Executive Officer,

President and Director





Date:  June 9, 2004



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





By:/s/ Rene Bernard

Rene Bernard

Chief Executive Officer

President and Director





Date:  June 9, 2004



By:   /s/  Lucien R. Paquette



Lucien R. Paquette

Chief Accounting Officer,

Chief Financial Officer

Secretary Treasurer and Director





Date:

June 9, 2004





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