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

                                  FORM 10-KSB/A
                                 (Amendment #1)

(Mark One)

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

                     For the Fiscal Year Ended July 31, 2004
                                               -------------

                                       OR

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

                         Commission file number 0-30770
                                                -------

                          BRAVO RESOURCE PARTNERS LTD.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)


       Yukon, British Columbia                          04-3779327
   ----------------------------             --------------------------------
   (State or other jurisdiction             (IRS EmployerIdentification No.)
   of incorporation or organization)


           4155 East Jewell, Suite 500
               Denver, Colorado                           80222
     ---------------------------------------            ----------
     (Address of principal executive office)            (Zip Code)

                    Issuer's telephone number (303) 831-8833
                                              --------------

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

          Title of each class                   Name of each exchange
                                                 on which registered

                 None                      TSX Venture Exchange - NEX
          ----------------------           --------------------------

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 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     No X
                                                                ---    ---

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

The issuer's revenue for the most recent fiscal year was $-0-.

The aggregate market value of the voting stock held by non-affiliates of the
Company (6,138,214 shares) based upon the closing price of the Company's common
stock on April 4, 2005, was approximately $562,670.

As of April 15, 2005, the Company had 9,197,334 issued and outstanding shares of
common stock.


<PAGE>

                                      NOTE

This amendment is being filed due to the ommission of financial statements in
the 10-KSB.  The only change in this amendment is the inclusion of the audited
financial statements and notes thereto.

                           FORWARD LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, which involve risks and
uncertainties. When used in this report, the words "believes," "anticipates,"
"expects" and similar expressions are intended to identify such forward-looking
statements. Actual results of the Company may differ significantly from the
results discussed in the forward-looking statements. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date they are made. We undertake no obligation to publicly release
revisions to any forward-looking statements to reflect subsequent events or
circumstances.

Item 1. Description of Business

We were incorporated under the laws of the Province of British Columbia on
November 14, 1986, under the name of Bravo Resources Inc. and on May 6, 1994,
changed our name to Oro Bravo Resources Ltd. Effective January 21, 2000, we
changed our corporate domicile to the Yukon Territory and changed our name to
Bravo Resource Partners Ltd.

On May 6, 1994, we completed a 3 1/2:1 reverse stock split. On January 21, 2000,
we completed a 3:1 reverse stock split. Unless otherwise indicated all per share
data in this report has been adjusted to reflect these reverse stock splits.

Unless otherwise indicated, all amounts in this report are in Canadian dollars
(CDN$).

We do not have a website.

Between November 1986 and July 2002, we were engaged in the acquisition,
exploration and development of mineral properties. During this period the our
principal mineral properties were the Mamu/Bravo claim group in the Watson Lake
Mining District, Yukon Territory, the Rio Nuevo Placer Concession located in
Costa Rica, and the Oaxaca Concessions located in Mexico. In July 2002, we
abandoned these properties and discontinued our mining operations.

We have two wholly-owned subsidiaries, Minera Oro Bravo S.A., a company
incorporated in Costa Rica, and Minera Oro Bravo Mexico S.A. de C.V., a company
incorporated in Mexico. Both of these subsidiaries have been inactive since we
discontinued our mining operations in July 2002.

Since May 2002, we have been inactive. In July 2003, we moved our offices from
Vancouver, BC, to Denver, Colorado.

In January 2004, we signed a letter of intent with State Financial Holdings,
Inc., a company owned by Ernest Staggs, a director of the Company, to provide
debt recovery services for consumer and commercial debt portfolios held by State
Financial. Pursuant to the letter of intent we agreed to pay State Financial the
first $60,000 USD recovered and we retained the remainder of any amounts
recovered.

                                        2
<PAGE>

In April 2004, the Company and State Financial Holdings jointly purchased a
consumer debt portfolio with a face value of approximately $465,000USD at a
purchase price of $22,131.57USD. Pursuant to an agreement with State Financial
Holdings, we would retain any amounts collected from consumers whose debts were
in the portfolio and we would pay State Financial Holdings its investment in the
portfolio ($10,000 USD) with ten percent interest.

In October 2004, we assigned all remaining amounts in our debt portfolios to
State Financial Holdings in exchange for the release of all of the Company's
remaining obligations to State Financial Holdings.

We earned revenues of $1,350 from collections from the debt portfolio.

In October 2004, we entered into a Stock Purchase Agreement and a Consulting
Agreement with the Bridge Group, Inc. The Stock Purchase Agreement provides that
we will sell 500,000 shares of common stock to the Bridge Group for $50,000. The
$50,000 is to be paid in a series of installments, with the last payment due on
May 1, 2005. As of March 15, 2005, the Bridge Group had made all payments
required by the Stock Purchase Agreement.

The Consulting Agreement provides that the Bridge Group will consult with us in
the areas of mergers and acquisitions. In return, the we agreed to issue
1,500,000 shares of common stock to the Bridge Group, payable as follows:
500,000 shares on October 28, 2004; 500,000 shares when the our common stock is
listed on the OTC Bulletin Board; and 500,000 shares when we acquire another
company.

The Bridge Group is a privately-held corporation and is controlled by Mr.
Michael Douglas, an unrelated party.

Employees

As of January 31, 2005, our only employee was our president, Tyrone R. Carter,
who spends approximately 50% of his time on the Company's business. He is
compensated through management fees which are being accrued.

Item 2. Description of Property.

Facilities

Our offices are located at 4155 E. Jewell Ave., Suite 500, Denver, Colorado
80222. We lease this space, at a rate of $200 per month, on a month-to-month
basis.

Item 3. Legal Proceedings.

None

                                        3
<PAGE>


Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of the security holders during the fourth
quarter of the fiscal year ended July 31, 2004.

Item 5. Market for Common Equity and Related Stockholder Matters.

Our common stock originally traded on the Canadian Venture Exchange (the
"CDNX"). When the CDNX combined with the TSX Venture Exchange, our common stock
traded on the TSX Venture Exchange. Since August 18, 2003, our common stock has
traded on the NEX portion of the TSX Venture Exchange. As of January 31, 2005,
we had 287 shareholders of record, and our trading symbol is BRV.H.

The following table is the quotation range in Canadian dollars (CDN$) for our
shares for the periods indicated. These quotations are taken from closing prices
on the NEX quotes page found at www.tse.com. These quotations may not reflect
actual transactions.

         Quarter Ended                             High               Low

         October 31, 2002                           $0.05              $0.01
         January 31, 2003                           $0.06              $0.01
         April 30, 2003                             $0.10              $0.02
         July 31, 2003                              $0.10              $0.03

         October 31, 2003                           $0.22             $0.055
         January 31, 2004                           $0.25              $0.06
         April 30, 2004                            $0.185             $0.065
         July 31, 2004                             $0.115              $0.04

We have paid no dividends on any shares since the date of incorporation, and we
do not contemplate that any dividends will be paid in the future. Any decision
to pay common stock dividends will be dependent upon our overall financial
condition and other factors that our board of directors may consider appropriate
in the circumstances.

As of January 31, 2005, we had 287 shareholders of record in one class of common
equity.

The following lists all shares issued, sold or cancelled by the Company since
August 1, 2002.
<TABLE>
<CAPTION>
                                                                                                        Note
             Name                       Date            Shares          Consideration                   Reference
             --------------------       --------        ------------    -----------------------------   ----
<S>                                     <C>             <C>             <C>                             <C>
             Tyrone R. Carter           12/23/02        1,000,000       $0.05 per share                 A.
             Tyrone R. Carter           12/23/02        1,000,000       Settlement of debt in
                                                                        the amount of $50,000           A.
             See below                  01/20/03        1,305,000       Conversion of promissory
                                                                        notes in the principal          B.
                                                                        amount of $195,000
             Edward White               07/07/03          537,471       Settlement of debt in the
                                                                        amount of $80,321

                                        4
<PAGE>

             George Hajduk              07/07/03          143,387       Settlement of debt in the
                                                                        amount of $21,507
                                        10/22/03          (83,746)      Escrowed shares cancelled
             Anthony Carter             11/06/03          334,350 (1)   $0.10 per share                 A.
             Gary Carlson               11/14/03          173,160       $0.15 per share                 A.
             Martina Leimcke            11/14/03           86,580       $0.15 per share
             George Hajduk              11/14/03           26,040       Settlement of debt in the
                                                                        amount of $3,906
             Julie Hajduk               11/14/03           36,667       Settlement of debt in the
                                                                        amount of $5,500
             Martina Leimcke            11/14/03          374,852       Settlement of debt in the
                                                                        amount of $56,228
             Richard Hughes             05/28/04           43,860       $0.15 per share                 A
             Ron Charlin                05/28/04           43,860       $0.15 per share                 A.
             Mark May                   05/28/04           43,860       $0.15 per share                 A.
             Robert Carter              08/25/04           89,011 (2)   $0.15 per share                 A.
             Gary Carlson               08/25/04           43,751 (2)   $0.15 per share                 A.
             Loren Longmore             08/25/04            9,188 (2)   $0.15 per share                 A.
             Sean Taylor                08/25/04          100,000 (2)   $0.206 per share                A.
             Bridge Group, Inc.         10/27/04          500,000 (3)   $0.10 per share                 A.
             Bridge Group, Inc.         10/28/04          500,000 (4)   Consulting services
             Asset Solutions Ltd.       12/13/04          376,809 (5)   Consulting services
</TABLE>

(1)  Shares were sold as part of units. Each unit consisted of one common share
     and one warrant. Each warrant entitled the holder to purchase one
     additional common share at a price of $0.15 at any time before January 12,
     2005. The price for each unit was $0.10. For purposes of this table the
     price paid for the Units was allocated to the shares of common stock
     comprising a part of the units.

(2)  Shares were sold as part of units. Each unit consisted of one common share
     and one warrant. Each warrant entitles the holder to purchase one
     additional common share at a price of $0.25 at any time before August 17,
     2005. The price for each unit was $0.15. For purposes of this table the
     price paid for the units was allocated to the shares of common stock
     comprising a part of the units.

(3)  The $50,000 is to be paid in a series of installments, with the last
     payment due on May 1, 2005. As of March 15, 2005, the Bridge Group had made
     all payments required by the Stock Purchase Agreement.

(4)  In October 2004, we entered into a Consulting Agreement with the Bridge
     Group, Inc. The Consulting Agreement provides that the Bridge Group will
     consult with us in the areas of mergers and acquisitions. In return, we
     agreed to issue 1,500,000 shares of its common stock to the Bridge Group,
     payable as follows: 500,000 shares on October 28, 2004; 500,000 shares when
     our common stock is listed on the OTC Bulletin Board; and 500,000 shares
     when we acquire another company.

(5)  We have an agreement with Asset Solutions Limited which provides that Asset
     Solutions Limited will consult with us concerning general business matters.
     In return, we agreed to pay Asset Solutions $2,500 (USD) per month for
     forty consecutive months beginning November 1, 2003. At our election, we
     may pay the monthly consulting fee with shares of common stock. The number
     of shares to be issued will be determined by dividing $2,500 by the average
     closing price of our common stock for the month preceding the month of
     service. In December 2004, we issued 376,809 shares of its common stock to
     Asset Solutions in payment of consulting fees.

                                        5
<PAGE>


A.   We relied upon the exemption provided by Section 4(2) of the Securities Act
     of 1933 with respect to the issuance of these shares. The persons who
     acquired these shares were sophisticated investors. Each person had access
     to the same kind of information that would be available in a registration
     statement, including information available on the website maintained by the
     U.S. Securities and Exchange Commission. These persons acquired the shares
     for their own accounts. The certificates representing the shares of common
     stock bear legends stating that the shares may not be offered, sold or
     transferred other than pursuant to an effective registration statement
     under the Securities Act of 1933, or pursuant to an applicable exemption
     from registration. The shares are "restricted" securities as defined in
     Rule 144 of the Securities and Exchange Commission.

B.   Shareholders receiving shares for convertible notes were as follows: Alan
     Smith (241,667); Peter Mozsary (241,667); Excpro Limited (241,667); Stuart
     Lipsky (19,333); Helen Lipsky (38,667); Borah Lipsky and Ruth Lipsky
     (9,667); Christopher Vesco (193,333); Donald Nixon (4,833); Devon Nixon
     (19,333); Jarett Nixon (19,333); Kelly Davis (19,333); Norma Bond (14,500);
     Sophie Marie Hanau-Schamburg (241,667).

Item 6. Management's Discussion and Analysis or Plan of Operation.

Between November 1986 and July 2002, we were engaged in the acquisition,
exploration, and development of mineral properties. During this period, our
principal mineral properties were the Mamu/Bravo claim group in the Watson Lake
Mining District, Yukon Territory, the Rio Nuevo Placer Concession located in
Costa Rica, and the Oaxaca Concessions located in Mexico. In July 2002, we
abandoned these properties and discontinued mining operations. Until January
2004, we had been inactive.

In January 2004, we signed a letter of intent with State Financial Holdings,
Inc., a company owned by Ernest Staggs, a director of the Company, to provide
debt recovery services for consumer and commercial debt portfolios held by State
Financial Holdings, Inc. Pursuant to the letter of intent, we agreed to pay
State Financial Holdings, Inc., the first $60,000 USD recovered and we would
retain the remainder of any amounts recovered.

In April 2004, the Company and State Financial Holdings, Inc., jointly purchased
a consumer debt portfolio with a face value of approximately $465,000USD for
$22,131.57USD. Pursuant to an agreement with State Financial Holdings, Inc., we
would retain any amounts collected from consumers whose debts were in the
portfolio and we would pay State Financial Holdings, Inc., its investment in the
portfolio ($10,000 USD) with ten percent interest.

In October 2004, we assigned all remaining amounts in the debt portfolios to
State Financial Holdings, Inc., in exchange for the release of all of the
Company's remaining obligations to State Financial Holdings, Inc.

In October 2004, we entered into a Stock Purchase Agreement and a Consulting
Agreement with the Bridge Group, Inc. See Item 1 of this report for more
information concerning these agreements.

                                        6
<PAGE>


During the four years ended July 31, 2004, our only use of cash, other than the
April 2004 purchase with State Financial Holdings, Inc., discussed above, was to
fund our operating losses. We satisfied our cash requirements during this
four-year period through the sale of common stock and from unsecured loans.

We do not have any available credit, bank financing, or other external sources
of liquidity. Due to historical operating losses, our operations have not been a
source of liquidity. In order to obtain capital, we may need to sell additional
shares of common stock or borrow funds from private lenders. We will satisfy
cash needs through the sale of common stock and from unsecured loans. We are
seeking a merger candidate with sufficient working capital and assets to provide
adequate liquidity to pay for ongoing expenses. Until such merger candidate is
determined, no significant change in the number of employees is expected. There
can be no assurance that we will be successful in obtaining additional funding.

Item 7. Financial Statements.

Our financial statements are attached hereto and incorporated herein by
reference. Our financial statements have been prepared in Canadian dollars.

                                        7
<PAGE>

                          BRAVO RESOURCE PARTNERS LTD.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS
                          (Stated in Canadian currency)

                                  JULY 31, 2004

                                        8
<PAGE>


Dohan and Company                                  7700 North Kendall Drive, 200
Certified Public Accountants                       Miami, Florida     33156-7564
A Professional Association                         Telephone      (305) 274-1366
                                                   Facsimile      (305) 274-1368
                                                   E-mail         info@uscpa.com
Internet  www.uscpa.com

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors
Bravo Resource Partners Ltd.
(A Development Stage Company)
Yukon, BC Canada

We have audited the accompanying balance sheet of Bravo Resource Partners Ltd.
(A Development Stage Company) as of July 31, 2004, and the related statements of
operations, deficiency in assets and cash flows for the years ended July 31,
2004 and 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bravo Resource Partners Ltd. (A
Development Stage Company) at July 31, 2004 and 2003, and the results of its
operations and its cash flows for the years then ended in conformity with U.S.
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company incurred a loss of
$284,797 for the year ended July 31, 2004, has a working capital deficiency of
$283,855 at July 31, 2004, and as discussed in Note 1 to the financial
statements has a deficit of $3,418,297 of which $427,558 was accumulated during
the development stage, all of which raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

                                                /s/ Dohan and Company, P.A.
                                                ---------------------------
                                                Certified Public Accountants

Miami, Florida
March 3, 2005

                                        9
<PAGE>


                          BRAVO RESOURCE PARTNERS LTD.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                     JULY 31
                          (Stated in Canadian Currency)

================================================================================

                                                                        2004
--------------------------------------------------------------------------------



ASSETS

Current
    Cash                                                            $    17,439
    Receivables portfolios (Note 3)                                       5,000
    Prepaid expenses                                                      1,944
     Deferred tax asset less valuation allowance of $682,186               --

               Total Assets                                         $    24,383
===============================================================================

LIABILITIES AND DEFICIENCY IN ASSETS

Current
    Accounts payable and accrued liabilities                        $   118,894
    Promissory notes payable                                             13,758
    Due to related parties                                              175,586
                                                                    -----------

              Total Current Liabilities                                 308,238
                                                                    -----------

Deficiency in Assets
    Preferred Stock:  100,000,000 shares authorized
    Common stock:  No par value; 100,000,000 shares
       issued; 7,578,575 shares outstanding                           3,092,474
    Stock subscriptions received in advance                              41,970
    Deficit accumulated during development stage                       (427,558)
    Deficit                                                          (2,990,739)
                                                                    -----------

              Total Deficiency in Assets                               (283,855)
                                                                    -----------

              Total Liabilities and Deficiency in Assets            $    24,383
===============================================================================


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

                                       10
<PAGE>


<TABLE>

                          BRAVO RESOURCE PARTNERS LTD.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE YEARS ENDED JULY 31
                          (Stated in Canadian Currency)
<CAPTION>

=======================================================================================================================
                                                                         Cumulative
                                                                         from the
                                                                         Beginning of
                                                                         Development
                                                                         Stage (August
                                                                         1, 2002)        2004            2003
-----------------------------------------------------------------------------------------------------------------------

<S>                                                                      <C>             <C>             <C>
EXPENSES
    Consulting                                                           $       31,942  $       29,542  $        2,400
    Interest                                                                      8,740           2,870           5,870
    Licence and user fees                                                        14,132          14,132              -
    Management fees                                                              73,747          51,497          22,250
    Office and miscellaneous                                                     30,597          23,508           7,089
    Professional fees                                                           161,817          78,781          83,036
    Stockholder communications and investor relations                            10,753           3,829           6,924
    Transfer agent and filing fees                                               26,943          14,122          12,821
    Travel and promotion                                                          8,203           5,832           2,371
                                                                         --------------  --------------  --------------

                                                                               (366,874)       (224,113)       (142,761)
                                                                         --------------  --------------  --------------


OTHER ITEMS
    Costs recovered                                                               5,294           5,294             --
    Write-down of receivables portfolios (Note 3)                               (65,978)        (65,978)            --
                                                                         --------------  --------------  --------------

                  TOTAL OTHER ITEMS                                             (60,684)        (60,684)            --
                                                                         --------------  --------------  --------------


Loss before income taxes                                                       (427,558)       (284,797)       (142,761)
Provision for income taxes
                                                                                  --               --             --
Net Loss                                                                       (427,558)       (284,797)       (142,761)
=======================================================================================================================


Basic and diluted loss per common share                                                         $ (0.04)        $ (0.03)
=======================================================================================================================


Basic and diluted weighted average number of common shares outstanding                        6,551,981       4,516,131
=======================================================================================================================
</TABLE>

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

                                       11
<PAGE>

<TABLE>

                          BRAVO RESOURCE PARTNERS LTD.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE YEARS ENDED JULY 31
                          (Stated in Canadian Currency)
<CAPTION>
===================================================================================================================
                                                                             Cumulative
                                                                             from the
                                                                             Beginning of
                                                                             Development
                                                                             Stage (August
                                                                             1,  2002)      2004         2003
-------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss from operations                                                  $ (427558)   $(284,797)   $(142,761)
    Adjustments to reconcile net loss to net cash used in operations:
       Write-down of receivables portfolio                                       65,978       65,978         --
       Accrued interest expense on promissory note payable                        4,403          992        3,411
       Accrued expenses to related parties                                      151,835      112,502       39,333

    Changes in assets and liabilities:
       Decrease in other receivables                                              1,909          148        1,761
          Increase in prepaid expenses
                                                                                 (1,944)      (1,944)        --
       Increase in accounts payable and accrued liabilities                      73,909       26,265       47,644
                                                                              ---------    ---------    ---------


    Net cash used in operating activities                                      (131,468)     (80,856)     (50,612)
                                                                              ---------    ---------    ---------


CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock for cash                                            92,133       92,133         --
    Stock subscriptions received in advance                                      41,970       41,970         --
    Proceeds from promissory notes payable                                       13,363       13,363         --
    Repayment of promissory notes payable                                        (6,563)      (6,563)        --
    Advances from related parties                                                78,296       28,296       50,000
                                                                              ---------    ---------    ---------

    Net cash provided by financing activities                                   219,199      169,199       50,000
                                                                              ---------    ---------    ---------


CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of receivables portfolios                                      (103,906)    (103,906)        --
    Collection of receivables portfolios                                         32,928       32,928         --
                                                                              ---------    ---------    ---------

    Net cash used in investing activities                                       (70,978)     (70,978)        --
                                                                              ---------    ---------    ---------


Change in cash during the year                                                   16,753       17,365         (612)


Cash, beginning of year                                                             686           74          686
                                                                              ---------    ---------    ---------


Cash, end of year                                                             $  17,439    $  17,439    $      74
=================================================================================================================
</TABLE>

Supplemental disclosures with respect to cash flows (Note 7)

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

                                       12
<PAGE>

<TABLE>

                          BRAVO RESOURCE PARTNERS LTD.
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF DEFICIENCY IN ASSETS
                           FOR THE YEARS ENDED JULY 31
                          (Stated in Canadian Currency)
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------



                                              Common Stock
                                         ------------------------
                                         Number of      Amount          Deficit             Deficit            Total
                                         Shares                         Accumulated
                                                                        During Development
                                                                        Stage
                                         ----------     ---------       ------------------  ------------       ---------
<S>                                      <C>            <C>             <C>                 <C>                <C>
Balance July 31, 2002                     2,515,240     2,537,128                            (2,990,739)        (257,860)
     (Beginning of development stage)

Shares issued on conversion of            1,305,000       195,750
   Convertible notes
Shares issued for cash                    1,000,000        50,000
Shares issued for debt                    1,000,000        50,000
Net loss for the period ended                                               (142,761)
July 31, 2003
                                         ----------     ---------       ------------------  ------------       ---------
Balance July 31, 2003                     5,820,241     2,832,879         (3,133,500)                           (300,621)

Cancellation of escrow shares              (83,746)
Shares issued for cash                      334,350        33,435
Shares issued for cash                      259,740        38,961
Shares issued for cash                      131,580        19,737
Shares issued for debt                    1,116,410        167,461
Net loss for the period ended
July 31, 2004                                                               (284,797)
                                         ----------     ---------       ------------------  ------------       ---------
Balance July 31, 2004                     7,578,575     3,092,474           (427,558)        (2,990,739)        (283,855)
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       13
<PAGE>



                          BRAVO RESOURCE PARTNERS LTD.
                          (A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  JULY 31, 2004
                          (Stated in Canadian Currency)


1.   NATURE AND CONTINUANCE OF OPERATIONS

     The Company was incorporated in the Province of British Columbia on
     November 14, 1986 and continued into the Yukon Territory under the Business
     Corporations Act on January 21, 2000. Effective August 18, 2003, in
     accordance with the revised TSX Venture Exchange ("TSX-V") Policy 2.5, the
     Company was transferred to the NEX board. The Company was previously
     designated a TSX Venture inactive issuer. The Company has discontinued its
     operations and is considered to be in the development stage. Prior to
     becoming inactive, the Company was engaged in the acquisition, exploration,
     and development of mineral properties, and the Company briefly sought a
     business opportunity in the consumer debt portfolio industry. The Company
     now seeks to become active through a merger with a business of merit or the
     acquisition of assets whereby the Company can become active and profitable.

     The Company's consolidated financial statements are prepared in conformity
     with generally accepted accounting principles in the United States of
     America applicable to a going concern, which contemplates the realization
     of assets and liquidation of liabilities in the normal course of business.
     However, as shown in the accompanying consolidated financial statements,
     the Company has sustained substantial losses from operations since
     inception and has no current source of revenue. In addition, the Company
     has used, rather than provided, cash in its operations. Without realization
     of additional capital, it would be unlikely for the Company to continue as
     a going concern. It is management's plan in this regard to obtain
     additional working capital through equity financing.

     These consolidated financial statements do not include any adjustments
     relating to the recoverability and classification of recorded asset amounts
     and classification of liabilities that might be necessary should the
     Company be unable to continue operations.

     ==================================== ============== ===============

                                          2004           2003
     ------------------------------------ -------------- ---------------

     Working capital (deficiency)         $    (283,855) $    (300,621)
     Deficit                                 (3,418,297)    (3,133,500)
     ==================================== ============== ===============

2.   SIGNIFICANT ACCOUNTING POLICIES

         Principles of consolidation

     These consolidated financial statements include the accounts of the Company
     and its wholly-owned inactive subsidiaries; Minera Oro Bravo S.A., a
     company incorporated in Costa Rica, and Minera Oro Bravo Mexico, S.A. de
     C.V., a company incorporated in Mexico. Significant intercompany balances
     and transactions were eliminated upon consolidation.

     Fair Value of Financial Instruments

     Cash, receivables, accounts payable, debt, accrued expenses and other
     liabilities are carried at amounts which reasonably approximate their fair
     value due to the short-term nature of these amounts or due to variable
     rates of interest which are consistent with current market rates.

     Cash and Cash Equivalents

     Cash and cash equivalents consist of time deposits and all liquid
     instruments (including overnight repurchase agreements with a bank) with
     maturities of three months or less.

                                       14
<PAGE>

                          BRAVO RESOURCE PARTNERS LTD.
                          (A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  JULY 31, 2004
                          (Stated in Canadian Currency)


2.   SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

     Estimates

     The preparation of financial statements in accordance with generally
     accepted accounting principles in the United States of America 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 amount
     of revenues and expenses during the year. Actual results could differ from
     those estimates.

     Foreign currency translation

     The monetary assets and liabilities of the Company that are denominated in
     foreign currencies are translated, into Canadian dollars, at the rate of
     exchange at the balance sheet date and non-monetary items are translated at
     historical rates. Revenues and expenses are translated at rates
     approximating those in effect at the date of transaction. Exchange gains
     and losses arising on translation are included in the statement of
     operations.

     Stock based compensation

     In December 2002, FASB issued Statements of Financial Accounting Standards
     No. 148, "Accounting for Stock-Based Compensation - Transition and
     Disclosure - an amendment of FASB Statement No. 123" ("SFAS 148"). SFAS 148
     amends FASB Statement No. 123 to provide alternative methods of transition
     for a voluntary change to the fair value based method of accounting for
     stock-based employee compensation. In addition, SFAS 148 amends the
     disclosure requirements of FASB Statement No. 123 to require prominent
     disclosures in both annual and interim financial statements about the
     method of accounting for stock-based employee compensation and the effect
     of the method used on reported results. SFAS 148 is effective for fiscal
     years ending after December 15, 2002.

     Income Taxes

     Income taxes are computed under the provisions of the Financial Accounting
     Standards Board Statement (SFAS) No. 109, "Accounting for Income Taxes,".
     SFAS 109 is an asset and liability approach that requires the recognition
     of deferred tax assets and liabilities for the expected future tax
     consequences of the differences in events that have been recognized in the
     Company's financial statements compared to the tax returns. Current and
     deferred taxes are allocated to members of the consolidated group by
     applying FASB Statement No. 109 to each member as if it were a separate
     taxpayer.

     Income Tax Credits

     Income tax credits will be recognized as a reduction of the provision for
     income taxes in the year in which utilized.

     Basic and Diluted Net Loss Per Share

     Basic net loss per common share is computed by dividing the net loss by the
     weighted average number of common shares outstanding during each period.
     The Company uses the treasury stock method to compute the dilutive effect
     of options, warrants and similar instruments. Under this method the
     dilutive effect on loss per share is recognized on the use of the proceeds
     that could be obtained upon exercise of options, warrants and similar
     instruments. It assumes that the proceeds would be used to purchase common
     shares at the average market price during the period. For the years
     presented, this calculation proved to be anti-dilutive.

                                       15
<PAGE>


                          BRAVO RESOURCE PARTNERS LTD.
                          (A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  JULY 31, 2004
                          (Stated in Canadian Currency)

2.   SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

     Receivables portfolios Receivables portfolios, consisting of aged consumer
     debt receivables purchased at discounts to face value, are recorded at
     cost. Payments received from collection are first applied against the cost
     of the portfolios with any excess recognized as revenue. The Company
     evaluates the collectibility of the receivables portfolios and records a
     write-down of the carrying value if necessary.

     Reclassifications

     Certain amounts in the prior year financial statements have been
     reclassified for comparative purposes to conform to the current year
     presentation.

     Recent Pronouncements

     In January 2003, FASB issued Financial Interpretation No. 46 "Consolidation
     of Variable Interest Entities" ("FIN 46") (revised in December 17, 2003).
     The objective of FIN 46 is to improve financial reporting by companies
     involved with variable interest entities. A variable interest entity is a
     corporation, partnership, trust, or any other legal structure used for
     business purposes that either (a) does not have equity investors with
     voting rights or (b) has equity investors that do not provide sufficient
     financial resources for the entity to support its activities. FIN 46
     requires a variable interest entity to be consolidated by a company if that
     company is subject to a majority of the risk of loss from the variable
     interest entity's activities or entitled to receive a majority of the
     entity's residual returns or both. FIN 46 also requires disclosures about
     variable interest entities that the company is not required to consolidate
     but in which it has a significant variable interest. The consolidation
     requirements of FIN 46 is required in financial statements of public
     entities that have interests in variable interest entities for periods
     ending after December 15, 2003. The consolidation requirements for all
     other types of entities is required in financial statements for periods
     ending after March 15, 2004.

     In April 2003, FASB issued Statements of Financial Accounting Standards No.
     149 "Amendment of Statement 133 on Derivative Instruments and Hedging
     Activities" ("SFAS 149"). SFAS 149 amends and clarifies financial
     accounting and reporting for derivative instruments, including certain
     derivative instruments embedded in other contracts and for hedging
     activities under FASB Statement No. 133 "Accounting for Derivative
     Instruments and Hedging Activities". SFAS 149 is generally effective for
     contracts entered into or modified after June 30, 2003.

     In May 2003, FASB issued Statements of Financial Accounting Standards No.
     150 "Accounting for Certain Financial Instruments with Characteristics of
     both Liabilities and Equity" ("SFAS 150"). SFAS 150 establishes standards
     for how an issuer classifies and measures certain financial instruments
     with characteristics of both liabilities and equity. SFAS 150 is effective
     for financial instruments entered into or modified after May 31, 2003.

     In December 2002, FASB issued Statements of Financial Accounting Standards
     No. 148, "Accounting for Stock-Based Compensation - Transition and
     Disclosure - an amendment of FASB Statement No. 123" ("SFAS 148"). SFAS 148
     amends FASB Statement No. 123 to provide alternative methods of transition
     for a voluntary change to the fair value based method of accounting for
     stock-based employee compensation. In addition, SFAS 148 amends the
     disclosure requirements of FASB Statement No. 123 to require prominent
     disclosures in both annual and interim financial statements about the
     method of accounting for stock-based employee compensation and the effect
     of the method used on reported results. SFAS 148 is effective for fiscal
     years ending after December 15, 2002.

     The adoption of these new pronouncements is not expected to have a material
     effect on the Company's financial position or results of operations.

                                       16
<PAGE>

                          BRAVO RESOURCE PARTNERS LTD.
                          (A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  JULY 31, 2004
                          (Stated in Canadian Currency)


3.   RECEIVABLES PORTFOLIOS

     During the current fiscal year, the Company acquired receivables
     portfolios, consisting of aged consumer debt, at a total cost of $103,906,
     including $13,440 paid to State Financial Holdings, Inc., a company
     controlled by a director of the Company. The receivables portfolio was
     originally valued at cost. The receivables were acquired pursuant to a
     January 2004 letter of intent with State Financial Holdings, Inc., to
     service the portfolios purchased by State Financial Holdings, Inc., and
     pursuant to an April 2004 agreement with State Financial Holdings, Inc., to
     jointly purchase a consumer debt portfolio. Pursuant to the January 2004
     letter of intent, the Company agreed to pay State Financial Holdings, Inc.,
     the first $77,745 ($60,000.00 USD) recovered and the Company would retain
     the remainder of any amounts recovered. Pursuant to the April 2004 joint
     purchase agreement, the Company would retain any amounts collected and
     would pay State Financial Holdings, Inc., its investment in the portfolio,
     $13,419 ($10,000 USD), with ten percent interest.

     As of July 31, 2004, the Company collected $32,928 of the receivables
     portfolios. Due to uncertainty of collectibility, management of the Company
     decided to write-down the portfolios by $65,978 to $5,000. The Company has
     determined that the likelihood of successful recovery against individual
     debtors does not justify expending the litigation costs and expenses
     involved in pursuing legal action to recover.

4.   PROMISSORY NOTES PAYABLE


         =============================================================

                                         2004          2003
         -------------------------------------------------------------

         Principal amount               $      13,363  $      23,071
         Accrued interest                         395         10,014
                                        -------------  -------------

                                        $      13,758  $      33,085
         =============================================================


     During the current fiscal year, the Company issued a promissory note
     payable for proceeds of $13,363 (US$10,000) to a company with a director in
     common. The note is due on demand, unsecured and bears interest at 10% per
     annum.

     Also during fiscal 2004, the Company repaid $6,563 of a promissory note
     with a principal amount of $23,071. The remaining principal of $16,508 plus
     accrued interest of $10,611 was settled in exchange for the Company issuing
     180,793 common shares at a value of $27,119.

     During fiscal 2003, the Company issued 1,000,000 common shares to settle
     promissory notes payable of $50,000 held by an individual who subsequently
     became a director of the Company. The share price of $0.05 per share was
     negotiated in an arms-length transaction and agreed to by the Company and
     the individual.

                                       17
<PAGE>


                          BRAVO RESOURCE PARTNERS LTD.
                         (A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JULY 31, 2004
                         (Stated in Canadian Currency)


5.   CAPITAL STOCK

     Share issuances

     During the current fiscal year, the Company:

     a)   Issued 334,350 units at a price of $0.10 per unit for proceeds of
          $33,435 to a director of the Company. Each unit consisted of one
          common share and one share purchase warrant exercisable into one
          additional common share at a price of $0.15 per share, expiring
          December 31, 2004.

     b)   Issued 391,320 common shares at a price of $0.15 per share for
          proceeds of $58,698. c) Issued 1,116,410 shares at a value of $167,462
          to settle various debts.

     During fiscal 2003, the Company issued 1,000,000 shares at a price of $0.05
     per share for proceeds of $50,000 and 1,000,000 common shares at a value of
     $50,000 to settle promissory notes totaling $50,000.

     Common shares to be issued

     In December 1999, the Company completed a non-interest bearing private
     placement of convertible notes to repay outstanding promissory notes
     totaling $195,750 (US$135,000). During fiscal 2003, the notes were
     converted into 1,305,001 common shares of the Company.

     Escrow shares

     During the current year, 83,746 common shares held in escrow were
     cancelled.

     Warrants

     At July 31, 2004, 334,350 share purchase warrants were outstanding
     exercisable into common shares at a price of $0.15 per share expiring
     December 31, 2004.

6.   RELATED PARTY TRANSACTIONS

     During the year ended July 31, 2004, the Company entered into the following
     related party transactions: a) The Company paid or accrued $2,000 (2003 -
     $3,500) to a relative of a director for investor relations. b) The Company
     paid or accrued $55,977 (2003 - $8,570) in professional fees to a director
     of the Company. c) The Company paid or accrued $51,497 (2003 - $22,250) to
     directors or former directors of the Company for management fees. d) The
     Company paid or accrued $3,030 (2003 - $3,899) for office rent and
     secretarial services to a director of the Company. e) The Company paid or
     accrued $Nil (2003 - $2,400) in consulting fees to a director of the
     Company.

     At July 31, 2004, the Company has amounts of $175,586 (2003 - $140,520) due
     to directors, former directors and officers for services provided, expenses
     incurred on behalf of the Company, and for cash advances made to the
     Company. These amounts are unsecured, non-interest bearing and have no
     specific terms of repayment.

     These transactions are in the normal course of operations and are measured
     at the exchange amount, which is the amount of consideration established
     and agreed to by the related parties.

                                       18
<PAGE>



                          BRAVO RESOURCE PARTNERS LTD.
                         (A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 JULY 31, 2004
                         (Stated in Canadian Currency)

7.   SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

     =========================================================================

                                                            2004        2003
     -------------------------------------------------------------------------

     Cash paid during the year for income taxes             $    --     $ --
     Cash paid during the year for interest                      --       --
     =========================================================================

     The significant non-cash transaction for the year ended July 31, 2004,
     consisted of the Company issuing 1,116,410 common shares at a value of
     $167,462 to settle outstanding debts totaling $167,462 consisting of
     accounts payable of $34,609, promissory notes payable of $27,119 and due to
     related parties of $105,734.

     Significant non-cash transactions for the year ended July 31, 2003, were as
     follows:

         a)  Promissory notes totalling $195,750 ($135,000 US) were converted
             into 1,305,001 common shares of the Company.
         b)  The Company issued 1,000,000 common shares to settle promissory
             notes totalling $50,000.

8.   INCOME TAXES

     A reconciliation of income taxes at statutory rates with the reported
     taxes follows:

     ====================================================================

                                                      2004        2003
     --------------------------------------------------------------------

     Loss before income tax recovery              $(284,797)  $ (142,761)
     ===================================================================

     Expected income tax recovery                 $(101,388)  $  (53,678)
     Non-deductible expenses                         21,352           -
     Tax loss benefit not recognized for book
        purposes, valuation allowance                80,036       53,678
                                                  ---------   ----------

     Total income taxes                           $      -    $       -
     ===================================================================


     The significant components of the Company's
     future income tax assets are as follows:
     =======================================================================

                                                         2004        2003
     -----------------------------------------------------------------------

      Resource deductions                              $ 317,242   $ 335,065
      Non-capital losses available for future periods    364,795     589,024
      Other assets                                           149         158
                                                       ---------   ---------

      Gross future income tax assets                     682,186     924,247

      Less:  valuation allowance                        (682,186)   (924,247)
                                                       ---------   ---------

      Net future income tax assets                     $    --     $    --
     =======================================================================

     The Company incurred operating losses for Canadian income tax purposes of
     approximately $1,025,000, which may be available to be carried forward to
     reduce taxable income in future years; however, these losses may be limited
     by Section 382 of the Internal Revenue Code in the event of significant
     ownership change. Unless utilized, these losses will expire through 2014.
     Future tax benefits, which may arise as a result of these losses, have not
     been recognized in these financial statements.

                                       19
<PAGE>

                          BRAVO RESOURCE PARTNERS LTD.
                          (A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  JULY 31, 2004
                          (Stated in Canadian Currency)


9.   FINANCIAL INSTRUMENTS

     The Company's financial instruments consist of cash, receivables
     portfolios, other receivables, accounts payable and accrued liabilities,
     promissory notes payable and due to related parties. Unless otherwise
     noted, it is management's opinion that the Company is not exposed to
     significant interest, currency, or credit risks arising from these
     financial instruments, except as to the receivables portfolio. The fair
     value of these financial instruments approximates their carrying values,
     unless otherwise noted.

     Currency risk

     The Company is exposed to financial risk arising from fluctuations in
     foreign exchange rates and the degree of volatility of these risks. The
     Company does not use derivative instruments to reduce its exposure to
     foreign currency risk.

10.  SEGMENTED INFORMATION

     All of the Company's identifiable assets are located in the United States.

11.  SUBSEQUENT EVENTS

     Subsequent to July 31, 2004:

     a)   The Company completed a private placement for proceeds of $41,970
          consisting of 141,950 units at a price of $0.15 per unit and 100,000
          common shares at a price of $0.206 per share. Each unit consists of
          one common share and one non-transferable share purchase warrant. Each
          warrant entitles the holder to purchase one additional common share at
          a price of $0.25 for a period of one year. As at July 31, 2004, the
          Company had received subscription advances of $41,970 towards this
          private placement.

     b)   The Company issued 376,809 common shares to settle debts of $39,542.

     c)   The Company entered into a consulting agreement with "The Bridge
          Group", an investor relations firm with the primary objective of
          finding a qualified merger candidate for the Company. In consideration
          for their services, The Bridge Group shall receive a finder's fee of
          1,500,000 common shares.

     d)   Number of shares issued and outstanding at July 31, 2004 7,578,575
          Shares issued subsequent to July 31, 2004, as set forth above para. a)
          241,950 para. b) 376,809 para. c) 1,000,000

          Number of shares issued and outstanding at April 15, 2005 9,197,334

     e)   The Company transferred its receivables portfolio to a company
          controlled by a director to satisfy in full amounts owing to that
          company of $58,349.

                                       20
<PAGE>

Item 8. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure.

Effective February 23, 2005, we retained Dohan and Company, CPAs, to act as our
independent certified public accountants. In this regard, Dohan and Company,
CPAs, replaced Davidson & Company, Chartered Accountants, Chartered Accountants,
as our independent certified public accountants. Davidson & Company audited our
financial statements for the fiscal years ended July 31, 2003 and 2004. The
report of Davidson & Company for these fiscal years did not contain an adverse
opinion or disclaimer of opinion and was not qualified or modified as to audit
scope or accounting principles. The change in auditors was recommended and
approved by the Company's board of directors.

Item 8A. Controls and Procedures.

Tyrone R. Carter, our Company's Chief Executive Officer, and Tamela
Miller-Carlson, our Company's Principal Financial Officer, have evaluated the
effectiveness of our disclosure controls and procedures as of a date within 90
days prior to the filing date of this report and in their opinion the Company's
disclosure controls and procedures ensure that material information relating to
the Company is made known to them by others within those entities, particularly
during the period in which this report is being prepared, so as to allow timely
decisions regarding required disclosure. To the knowledge of Mr. Carter and Ms.
Carlson, there have been no significant changes in our internal controls or in
other factors that could significantly affect our internal controls subsequent
to the date of evaluation, and as a result, no corrective actions with regard to
significant deficiencies or material weakness in our internal controls were
required.

                                       21
<PAGE>


Item 8B. Other Information.

None.

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act.

Information concerning our officers and directors follows:

     Name                       Age     Position
     ---------------------      ---     ---------------------------------------

     Tyrone R. Carter           43      Chief Executive Officer and a Director
     Ernest Staggs              42      Director
     Melissa Walker             27      Director
     Mark Savoy                 43      Director
     Tamela Miller-Carlson      36      Treasurer and Principal Accounting and
                                        Financial Officer

     Each director holds office until his successor is duly elected by the
stockholders. Our officers serve at the pleasure of the Board of Directors.

     Tyrone R. Carter - has been the President and director of the Company since
July 2, 2003. Mr. Carter is a licensed professional engineer and ran an
engineering firm in the Denver, Colorado area until 2001.

     Ernest Staggs - was the Company's President between December 18, 2002 and
July 2, 2003. Mr. Staggs has been a director of the Company since March 12,
2002. Mr. Staggs has been an attorney in private practice since 1988.

     Melissa Walker - has been a director of the Company since December 18,
2002. Ms. Walker has been employed in the legal field since 2001.

     Mark Savoy - has been a director of the Company since November 2004. Mr.
Savoy is the president of and manages a barter company and is on the board of
directors of several corporations.

     Tamela Miller-Carlson - has been the Company's Principal Accounting and
Financial Officer since May 7, 2004. Ms. Carlson is a certified public
accountant and has worked in public accounting.

     We do not have a compensation committee. The directors of the Company
approve their own compensation since decisions regarding compensation to be paid
to the officers and directors are made by the directors by resolutions adopted
by unanimous written consent. We do not have any policy which prohibits or
limits the power of directors to approve their own compensation

                                       22
<PAGE>


     Our Board of Directors serves as the Audit Committee. We do not have a
director serving as our financial expert. We do not believe a financial expert
is necessary since the Company is currently inactive.

     Also, since the Company is inactive, we have not adopted a Code of Ethics.

Management Changes

     The following provides certain information concerning the dates of service
of the officers and directors of the Company during the two years preceding July
31, 2004.

Name                     Position                             Periods of Service
---------------------    ----------------------------------   ------------------
Ernest Staggs, Jr.       President                            12/18/02 to 7/1/03
Ernest Staggs, Jr.       Director                             Since 3/12/02
Tyrone R. Carter         President and a Director             Since 7/2/03
Melissa Walker           Director                             Since 12/18/02
Mark Savoy               Director                             Since 11/2004
Tamela Miller-Carlson    Treasurer and Principal Accounting
                         and Financial Officer                Since 5/17/04

Item 10. Executive Compensation.

     The following table sets forth in summary form in Canadian dollars, the
compensation received (recorded as management fees) by (i) each person serving
as Chief Executive Officer and (ii) each other executive officer of the Company
who received in excess of $100,000 during the fiscal years indicated. Our fiscal
year ends on July 31.

<TABLE>
<CAPTION>
                                                                                                         All
                                                             Other                                       Other
                                                             Annual         Restric-                     Com-
                                                             Compen-        ted Stock      Options       pensa-
    Name and               Fiscal      Salary      Bonus     sation         Awards         Granted       tion
Principal Position          Year       (1)        (2)        (3)            (4)            (5)           (6)
--------------------       ------      -------    -------    -----------    -----------     -----------  ---------
<S>                        <C>         <C>        <C>        <C>            <C>             <C>          <C>
Tyrone R. Carter             2004      $51,497        --          --              --              --           --
President since              2003       $2,400        --          --              --              --           --
July 2, 2003

Ernest Staggs, Jr.           2003           --        --          --              --              --      $85,070
President between
December 18, 2002 and
July 2, 2003

Edward White,                2002      $18,000        --          --              --              --           --
Chief Executive              2001      $24,000        --          --              --              --           --
Officer between              2000      $24,000        --          --              --          50,000           --
November 14, 1986
and July 2, 2002.
</TABLE>

                                       23
<PAGE>


(1)  The dollar value of base salary (cash and non-cash) earned during the
     fiscal year.

(2)  The dollar value of bonus (cash and non-cash) received.

(3)  Any other annual compensation not properly categorized as salary or bonus,
     including perquisites and other personal benefits, securities or property.

(4)  During the periods covered by the table, the value of the shares of
     restricted stock issued as compensation for services to the persons listed
     in the table.

(5)  The shares of common stock to be received upon the exercise of all stock
     options granted during the periods covered by the Table.

(6)  All other compensation received that we could not properly report in any
     other column of the Table.

(7)  The Company's board of directors may increase the compensation paid to its
     officers depending upon a variety of factors, including the results of
     future operations.

     The table below shows the number of shares of the Company's common stock
owned by the officers listed above, and the value of such shares as of the dates
indicated.

    Name                     Shares         Value            Valuation Date
    ----                     ------         -----            --------------
    Tyrone R. Carter         2,120,500      $148,435 CDN      July 31, 2004
    Tyrone R. Carter         2,120,500      $169,640 CDN      July 31, 2003
    Ernest Staggs, Jr.          96,667        $7,733 CDN      July 31, 2003
    Edward White               535,471       $48,192 CDN      July 31, 2002

     The table below shows the amount which we expect to pay to our executive
officers during the twelve months ending July 31, 2004, and the amount of time
these officers expect to devote to the Company's business. Percentage of Time
Projected to be Devoted Name Compensation to Company's Business

         Tyrone R. Carter                  $28,800          50 %
         Tamela Miller Carlson              $5,000          10 %

Employment Contracts
--------------------

     The Company does not have any employment contracts with its executive
officers.

Long-Term Incentive Plans - Awards in Last Fiscal Year
------------------------------------------------------

     None.

Employee Pension, Profit Sharing or Other Retirement Plans
----------------------------------------------------------

     None.

                                       24
<PAGE>


Compensation of Directors
-------------------------

Standard Arrangements. Currently the Company does not pay its directors for
serving as directors. The Company has no standard arrangement pursuant to which
directors of the Company are compensated for any services provided as a director
or for committee participation or special assignments.

Other Arrangements.   None.
------------------

Stock Option and Bonus Plans

Options Granted during the Year Ended July 31, 2004:      None.
---------------------------------------------------
As of July 31, 2004, we did not have any stock option or bonus plans and did not
have any outstanding options.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

The following table shows, as of July 31, 2004, the shareholdings of (i) each
person owning beneficially 5% or more of the Company's common stock (ii) each
officer and director of the Company (iii) all officers and directors as a group.
Unless otherwise indicated, each owner has sole voting and investment powers
over his shares of common stock.

                                           Number of           Percent of
       Name and Address                    Shares (1)            Class
       ----------------                    ----------            -----

       Tyrone R. Carter                     2,120,500             25.8%
       4155 E. Jewell Ave., Ste 500
       Denver, CO  80222

       Ernest Staggs, Jr.                      96,667                1%
       2321 S. Salem Cir.
       Aurora, CO  80014

       Melissa Walker                             --                 --
       2549 South Truckee Way
       Aurora, CO  80013

       Tamela Miller-Carlson                       --                --
       5040 W. 128th Place
       Broomfield, CO  80020

       Anthony Carter                         486,350              5.9%
       207 Lakeview Blvd.
       Coleraine, MN  55722


                                       25
<PAGE>


       Martina Leimcke                        461,432              5.6%
       Im Kleine Hope 39
       31234 Abbensen, Germany

       Edward White
       Apt. 416-5 Kdek Ct.
       New Westminster, BC V3M 6B6            535,471              6.5%


Item 12. Certain Relationships and Related Transactions.

The following persons who are or were related to the Company purchased shares of
stock from the Company or converted debt into the shares of common stock as set
forth below:

       Tyrone R. Carter     12/23/02   1,000,000   $0.05 per share
       Tyrone R. Carter     12/23/02   1,000,000   Settlement of debt in the
                                                   amount of $50,000
       Edward White         07/07/03     537,471   Settlement of debt in the
                                                   amount of $80,321
       George Hajduk        07/07/03     143,387   Settlement of debt in the
                                                   amount of $21,507
       George Hajduk        11/14/03      26,040   Settlement of debt in the
                                                         amount of $3,906

See Item 5 of this report for information concerning issuance of shares since
August 1, 2002.

During the year ended July 31, 2004, the Company entered into the following
related party transactions:

          a) Paid or accrued $2,000 (2003 - $3,500) to a relative of a director
     for investor relations.

          b) Paid or accrued $55,977 (2003 - $8,570) in professional fees to a
     director of the Company.

          c) Paid or accrued $51,497 (2003 - $22,250) to directors or former
     directors of the Company for management fees.

          d) Paid or accrued $3,030 (2003 - $3,899) for office rent and
     secretarial services to a director of the Company.

          e) Paid or accrued $Nil (2003 - $2,400) in consulting fees to a
     director of the Company.

At July 31, 2004, we had amounts of $175,586 (2003 - $140,520) due to directors,
former directors and officers for services provided, expenses incurred, and for
cash advances made to the Company. These amounts are unsecured, non-interest
bearing and have no specific terms of repayment. These transactions are in the
normal course of operations and are measured at the exchange amount, which is
the amount of consideration established and agreed to by the related parties.

                                       26
<PAGE>


Item 13. Exhibits.

     Exh. No.           Exhibit Name Page Number
    ----------          ----------------------------------------------------

    Exhibit 3           Articles of Incorporation                      *
                                                                      ----
    Exhibit 4           Instruments Defining the Rights
                        of Security Holders                            *
                                                                      ----
    Exhibit 31          Rule 13a-14(a) Certifications                  3
                                                                      ----
    Exhibit 32          Section 1350 Certifications                    6
                                                                      ----

*  Incorporated by reference to the same exhibit filed as part of the
   Company's Registration Statement on Form 20-F.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees billed to us for the years
ended July 31, 2003, and 2004, by our principal accountant.

                                                   2003            2004
                                                   ----            ----

      Audit Fees                               $8,506,50 CDN      $19,025 CDN
      Audit-Related Fees                              -0-             -0-
      Financial Information Systems                   --              --
      Design and Implementation Fees                  --              --
      Tax Fees                                        --              --
      All Other Fees                                  --              --

     Audit fees represent amounts billed for professional services rendered for
the audit of our annual financial statements and the reviews of the financial
statements included in our records for the fiscal year. Before Davidson &
Company was engaged to render audit services, the engagement was approved by our
Board of Directors. Our Board of Directors is of the opinion that the Audit
Related Fees charged by Davidson & Company are consistent with Davidson &
Company maintaining its independence from the Company.

                                       27
<PAGE>

                                   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, on the 15th day of September, 2005.


                                               BRAVO RESOURCE PARTNERS LTD.



                                               By:  /s/ Tyrone R. Carter
                                                    ----------------------------
                                                     Tyrone R. Carter, President


                                               By:   /s/ Tamela Miller-Carlson
                                                     ---------------------------
                                                     Tamela Miller-Carlson,
                                                     Principal Accounting and
                                                     Financial Officer


     In accordance with the Exchange Act, this Report has been signed by the
following persons on behalf of the Registrant in the capacities and on the dates
indicated.

Signature                                        Title              Date


/s/ Tyrone R. Carter                            Director      September 15, 2005
----------------------------------------
Tyrone R. Carter


/s/ Ernest E. Staggs Jr.                        Director      September 15, 2005
----------------------------------------
Ernest E. Staggs Jr.


/s/ Melissa Walker                              Director      September 15, 2005
----------------------------------------
Melissa Walker


/s/ Mark Savoy                                  Director      September 15, 2005
----------------------------------------
Mark Savoy



                                       28