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

                                   FORM 10-KSB

(x)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
         1934 (FEE REQUIRED) For the fiscal year ended November 30, 1999
                                                       ------------------------

( )      TRANSACTION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

 For the transaction  period from
                                   ------------------ to  ----------------------

         Commission File number                      0-25707
                               -------------------------------------------------

                           THE BRALORNE MINING COMPANY
               --------------------------------------------------
                (EXACT NAME OF COMPANY AS SPECIFIED IN CHARTER)

                  Nevada                                     91-1948355
--------------------------------------------         --------------------------
State or other jurisdiction of incorporation         (I.R.S. Employee I.D. No.)
or organization

114 - 2274 Folkestone Way
West Vancouver, British Columbia, Canada                       V7S 2X7
----------------------------------------             ---------------------------
(Address of principal executive offices)                      (Zip Code)

Issuer's telephone number, including area code           1-604-926-3839
                                                -------------------------------

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

Title of each share                    Name of each exchange on which registered
       None                                              None
-------------------                    -----------------------------------------

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

      None
----------------
(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 a shorter
period  that the Company was  required to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days.

        (1)   Yes [X]     No [ ]             (2)      Yes [X]    No [ ]

Check if there is no 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  Company'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. [ ]

State issuer's revenues for its most recent fiscal year:      $       -0-
                                                                 ---------------

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the Company.  The  aggregate  market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specific date within the past 60 days.

<PAGE>

As at November 30, 1999, the aggregate  market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.


   (THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)

                                 Not applicable

                     (APPLICABLE ONLY TO CORPORATE COMPANYS)

As of November  30,  1999,  the Company has  11,040,050  shares of common  stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of this Form 10-KSB  (eg.,  Part I, Part II,  etc.) into which the  documents is
incorporated:

         (1)      Any annual report to security holders;

         (2)      Any proxy or other information statement;

         (3)      Any prospectus filed pursuant to Rule 424 (b) or (c) under the
                  Securities act of 1933.

NONE


                                       2
<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
============================================================================================================
PART 1
------
                                                                                                    Page
                                                                                                    ----

<S>                                                                                                     <C>
ITEM 1.          DESCRIPTION OF BUSINESS                                                                4

ITEM 2.          DESCRIPTION OF PROPERTY                                                                4

ITEM 3.          LEGAL PROCEEDINGS                                                                      5

ITEM 4.          SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS                                    5

PART II
-------

ITEM 5.          MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

ITEM 7.          FINANCIAL STATEMENTS                                                                   7

ITEM 8.          CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND  FINANCIAL
                 DISCLOSURE
PART III
--------

ITEM 9.          DIRECTORS,  EXECUTIVE OFFICERS,  PROMOTERS, AND CONTROL PERSONS,  COMPLIANCE WITH
                 SECTION 16(a) OF THE EXCHANGE ACT

ITEM 10.         EXECUTIVE COMPENSATION                                                                10

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

ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                        12

PART IV
-------

ITEM 13.         EXHIBITS                                                                              13

</TABLE>


                                       3
<PAGE>


                                     PART 1

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

                         ITEM 1. DESCRIPTION OF BUSINESS

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

HISTORY AND ORGANIZATION

         The Bralorne Mining Company, a Nevada corporation,  was incorporated on
December 2, 1998. The Company has no subsidiaries  and no affiliated  companies.
The Company's  executive  offices are located at 114 - 2274 Folkestone Way, West
Vancouver, British Columbia, Canada, V7S 2X7.

         The  Company's  articles of  incorporation  currently  provide that the
Company is authorized  to issue  200,000,000  shares of common stock,  par value
$0.001  per  share.  As at  November  30,  1999  there  were  11,040,050  shares
outstanding.

         The Company is in the  exploration  stage and is seeking a quotation on
the OTC  Bulletin  Board.  To date it has not  made an  application  to file the
required  forms with the NASD but once all comments have been  responded to with
the United States  Securities  and Exchange  Commission  management  anticipates
filing the necessary information and documents with the NASD Regulation, Inc. in
hopes of being quoted on the OTC Bulletin Board.

         The  Company is  engaged  in the  exploration,  and if  warranted,  the
development of mineral properties.  The Company presently has the mineral rights
to a mineral  claim  called  "Golden"  located in the  Bralorne  area of British
Columbia and plans to further explore this claim during the summer of 2000.

         To date, the Company has undertaken certain  exploration and activities
on its mineral claim as more fully described in Item 6 - Management's Discussion
and Analysis or Plan of Operations on page 5 below.

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

                        ITEM 2. DESCRIPTION OF PROPERTIES

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

The Golden Claim consists of one 18 unit metric claim situated within the Bridge
River gold camp near the town of Gold Bridge,  180 kilometers  (113 miles) north
of  Vancouver,  British  Columbia.  The  property is 100% owned by The  Bralorne
Mining Company.

Calvin Church, a professional geoscientist,  was retained by The Bralorne Mining
Company to summarize the geology and mineral  potential on the Golden Claim. The
property was staked on March 17, 1998 when the previous owners allowed the claim
to lapse and be available for the Company to stake it.

The geology of the Golden claim is comprised of a mass of finely  bedded  cherty
argillites  which basically  underlie the entire claim.  Argillites are not well
exposed in stream

                                       4
<PAGE>

valleys due to their fractured nature and weather  brown-orange  when exposed at
higher elevations. Dark green to purple colored basalts on the Pioneer Formation
weather brown and provide the host of mineralized veins on the property situated
near the Golden claim.  As is common in the Bridge River area, much of the claim
is covered by a layer of recent volcanic ash which varies from a few centimeters
to a meter thick in some areas.

The claim is near the  historic  Bralorne-Pioneer  Mine  which  was the  largest
single  gold  producer in B.C.  having  produced  over 4 million  ounces of gold
during the period from 1932 to 1971.

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

                            ITEM 3. LEGAL PROCEEDINGS

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

There are no legal  proceedings  to which the Company is a party or to which its
property is subject, nor to the best of management's  knowledge are any material
legal proceedings contemplated.

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

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

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

No matters were  submitted to a vote of  shareholders  of the Company during the
fiscal year ended November 30, 1999.

                                     PART II

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

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

During  the past  year  there has been no  established  trading  market  for the
Company's  common  stock.  Since its  inception,  the  Company  has not paid any
dividends on its common stock,  and the Company does not anticipate that it will
pay dividends in the foreseeable future. As at November 30, 1999 the Company had
40 shareholders;  three of these  shareholders are officers and directors of the
Company.

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

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

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

         OVERVIEW

The Company was  incorporated on December 2, 1998 under the laws of the State of
Nevada.  The  Company's  articles of  incorporation  currently  provide that the
Company is

                                       5
<PAGE>

authorized to issue  200,000,000  shares of common  stock,  par value $0.001 per
share. As at November 30, 1999 there were  11,040,050  shares  outstanding.  The
Company is engaged in the exploration stage. There is no assurance that reserves
exist in its mineral  claim  until  further  exploration  work has been done and
economic evaluation based on such work concludes economic feasibility.

The Company is in the  exploration  stage and is seeking a quotation  on the OTC
Bulletin  Board.  The Company has no revenue to date from the exploration of the
Golden claim,  and its ability to effect its plans for the future will depend on
the  availability  of financing.  Such financing will be required to develop the
Company's mineral property to a stage where a decision can be made by management
as to  whether  an  ore  body  exists  and  can  be  successfully  brought  into
production.  The Company anticipates obtaining such funds from its directors and
officers,  financial  institutions or by way of the sale of its capital stock in
the future, but there can be no assurance that the Company will be successful in
obtaining  additional  capital for  exploration  activities from the sale of its
capital stock or in otherwise raising substantial capital.

The Company has performed  certain  exploration  work on the Golden claim during
the last twelve months as follows.

During February 1999, the Company  established a geochemical grid on part of the
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 100 meters (300 yards).  Chaining was completed using 10 meter
intervals and flagged. The base line for the geochemical grid totaled 810 meters
(2,430  yards).   The  grid  sampling  lines  were  brushed  out  with  stations
horizontally  chained-in  and  flagged  every 10 meters,  for a distance  of 970
meters (2,910 yards). The total combined  geochemical grid for the base line and
grid line was 1,780 meters (5,340 yards).  The cost of performing  this work has
been applied against future assessment work on the Golden claim.

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  2,100 meters (6,300 yards).  Subsequently
soil sampling was flagged every 20 meters (60 yards).  A total of fifty-one soil
samples  were  taken from the south west  corner of the claim and  submitted  to
Chemex Labs Ltd 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 trenchings. 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., there would appear
to be 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. The balance of the geochemical
grid will to be sampled during the forthcoming  year to determine  whether there
is significant gold carried in the soil. The Company did not assay its fifty-one
soil samples for any other minerals.

                                       6
<PAGE>

Liquidity and Capital Resources

As at  November  30,  1999,  the  Company  had $3,324 of  assets,  and $4,200 of
liabilities,  including  cash or  cash  equivalents  amounting  to  $3,324.  The
liabilities of $4,200 are amounts accrued for legal, audit and accounting.

The Company has no contractual obligations for either lease premises, employment
agreements or work  commitments  on the Golden claim and has made no commitments
to acquire any asset of any nature.

Results of Operations

Since  inception  the  Company  has  purchased  the Golden  claim and  preformed
exploration work on the claim as more fully described above.

================================================================================
                          ITEM 7. FINANCIAL STATEMENTS

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

The  financial  statements  of the Company are included  following the signature
page to this Form 10-KSB.

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

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

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

From inception to date, the Company's principal  accountant is Andersen Andersen
& Strong,  L.C. of Salt Lake City,  Utah.  The firm's report for the period from
inception  to  November  30,  1999  did  not  contain  any  adverse  opinion  or
disclaimer,  nor  were  there  any  disagreements  between  management  and  the
Company's accountants.

                                    PART III

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

ITEM 9.  DIRECTORS  AND  EXECUTIVE  OFFICERS,  PROMOTERS,  AND CONTROL  PERSONS;
         COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

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

The  following  table sets forth as of November  30,  1999,  the name,  age, and
position of each executive officers and directors and the term of office of each
director of the Company.

                                       7
<PAGE>


                                                                       Term as
                                                                       Director
         NAME           AGE            POSITION HELD                    Since
         ----           ---            -------------                    -----

     James Bruce         71           President and Director            1998

     Raymond Contoli     61           Secretary Treasurer and           1998
                                         Director

     Edward Skoda        51           Director                          1998


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

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

JAMES  BRUCE has been the  President  and a Director  of the  Company  since its
inception.  Mr. Bruce received a degree from the University of British  Columbia
in Agriculture in 1950.  After  graduation he became Vice President of Sales and
General  Manager  for  Imperial  School  Furniture  where he worked for 14 years
before  becoming Vice President of Sales for  Co-ordinated  Business  Interiors.
Subsequent to his departure  from  Co-ordinated  Business  Interiors he became a
registered  broker  for  Hemsworth  Turton  where his  responsibilities  were to
promote  equity  funding  for public and  private  companies.  In 1969 he became
President of White Water International and Inter-American Nickel Corp. which was
in the process of developing a water  purification  system. In 1972, he accepted
the  position  of  Senior  Account  Manager  for  Finning  Tractor  (Caterpillar
Distributor)  where he was employed  until 1981.  Since that time, Mr. Bruce has
been  President  and Chief  Executive  Officer for  Environmental  Systems  Inc.
(formerly New Generation Power Corp.), a public company currently trading on the
Alberta Exchange.

RAYMOND  CONTOLI has been the Secretary  Treasurer and a Director of the Company
since its inception.  Upon  graduation  from high school Mr. Contoli worked with
his  father in the  family  jewelry  business  until the  untimely  death of his
father. After managing the business for a number of years, Mr. Contoli's son has
entered into  partnership  with him. Mr. Contoli has acquired  shares of various
public  companies  over the years but has not been a  director  or  officer of a
public company until serving on the Board of the Company.

EDWARD SKODA has been a Director of the Company since its  inception.  Mr. Skoda
has served in various  capacities  in the mining  industry  over the last twenty
five years  including  being a project  coordinator,  civil  inspector of mines,
shift  boss  and  mine  superintendent.  Mr.  Skoda  has  been  educated  at the
Haileybury  School  of  Mines  and  later  at the  British  Columbia  School  of
Technology  where he obtained a diploma in

                                       8
<PAGE>

Business Management.  Mr. Skoda has worked for his personal company, Mine Select
Inc., for the past five years. Mine Select Inc.  undertakes  consulting services
for various  private and public  companies;  namely White Hawk Resources Inc. (a
Vancouver Stock Exchange listed  company),  Monitor Gold  International  Inc. (a
private  company)  and The  Canadian  Mining  Company (a  company  listed on the
Alberta Stock Exchange in which Mr. Skoda is a director).  He holds licenses for
blasting,  first aid and being a volunteer  fireman.  Mr.  Skoda was employed by
various mining companies over the years in such countries as Australia, Ireland,
New Zealand and the United States.

To the knowledge of management, during the past five years, no present or former
director,  executive  officer or person  nominated  to become a  director  or an
executive officer of the Company:

(1)      filed a  petition  under  the  federal  bankruptcy  laws  or any  state
         insolvency  law, nor had a receiver,  fiscal  agent or similar  officer
         appointed by the court for the business or property of such person,  or
         any  partnership  in which he was a general  partner  at or within  two
         years before the time of such filings;

(2)      was  convicted in a criminal  proceeding  or named subject of a pending
         criminal  proceeding  (excluding  traffic  violations  and other  minor
         offenses);

(3)      was the  subject of any order,  judgment  or decree,  not  subsequently
         reversed, suspended or vacated, of any court of competent jurisdiction,
         permanently  or temporarily  enjoining him from or otherwise  limiting,
         the following activities:

         (i)      acting as a futures commission  merchant,  introducing broker,
                  commodity  trading  advisor,  commodity pool  operator,  floor
                  broker,  leverage transaction  merchant,  associated person of
                  any  of  the   foregoing,   or  as  an   investment   advisor,
                  underwriter,   broker  or  dealer  in  securities,  or  as  an
                  affiliate  person,  director  or  employee  of any  investment
                  company,  or engaging in or continuing any conduct or practice
                  in connection with such activity;

         (ii)     engaging in any type of business practice; or

         (iii)    engaging in any activities in connection  with the purchase or
                  sale of any security or commodity  or in  connection  with any
                  violation  of  federal  or state  securities  laws or  federal
                  commodities laws;

(4)      was the subject of any order,  judgment,  or decree,  not  subsequently
         reversed,  suspended,  or vacated,  of any  federal or state  authority
         barring,  suspending  or  otherwise  limiting for more than 60 days the
         right of such person to engage in any  activity  described  above under
         this  Item,  or to be  associated  with  persons  engaged  in any  such
         activities;

(5)      was found by a court of competent  jurisdiction in a civil action or by
         the Securities and Exchange  Commission to have violated any federal or
         state  securities law, and the judgment in such civil action or finding
         by the  Securities and Exchange  Commission  has not been  subsequently
         reversed, suspended, or vacated.

                                       9
<PAGE>

(6)      was found by a court of competent  jurisdiction in a civil action or by
         the Commodity  Futures Trading  Commission to have violated any federal
         commodities  law,  and the  judgment in such civil action or finding by
         the Commodity  Futures  Trading  Commission  has not been  subsequently
         reversed, suspended or vacated.


               COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

The Company  knows of no director,  officer,  beneficial  owner of more than ten
percent of any class of equity securities of the Company registered  pursuant to
Section 12 ("Reporting  Person") that failed to file any reports  required to be
furnished  pursuant to Section  16(a).  Other than those  disclosed  below,  the
Company  knows of no Reporting  Person that failed to file the required  reports
during the most recent fiscal year.

The following table sets forth as at November 30, 1999, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16 (a) during the most recent fiscal year.

Name                                Position                  Report to be Filed
----                                --------                  ------------------

James Bruce                President and Director                    Form 3

Raymond Contoli            Secretary Treasurer and                   Form 3
                           Director

Edward Skoda               Director                                  Form 3


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

                         ITEM 10. EXECUTIVE COMPENSATION

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

CASH COMPENSATION

There was no cash  compensation paid to any director or executive officer of the
Company during the fiscal year ended November 30, 1999.

BONUSES AND DEFERRED COMPENSATION

None

COMPENSATION PURSUANT TO PLANS

None

                                       10
<PAGE>

PENSION TABLE

None

OTHER COMPENSATION

None

COMPENSATION OF DIRECTORS

Mr.  Skoda,  a  director  of the  Company,  was paid for  services  rendered  in
preparing the geochemical  grid and in the subsequent  sampling  program.  Total
fees paid to him  amounted  to $2,060.  This amount  represents  the fair market
value of services for this work had the Company employed another individual.

TERMINATION OF EMPLOYMENT

There  are no  compensatory  plans or  arrangements,  including  payments  to be
received   from  the  Company,   with  respect  to  any  person  named  in  Cash
Consideration  set out above  which  would in any way result in  payments to any
such person because of his resignation, retirement, or other termination of such
person's  employment  with the  Company  or its  subsidiaries,  or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

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

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

The following table sets forth as at November 30, 1999, the name and address and
the number of shares of the Company's  common stock,  with a par value of $0.001
per share,  held of record or beneficially by each person who held of record, or
was known by the  Company  to own  beneficially,  more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.

    NAME AND
   ADDRESS OF                                         AMOUNT
   BENEFICAL                         NAME OF        OF BENEFICAL      PERCENT
     OWNER                          OWNERSHIP (1)    OWNERSHIP         CLASS
   ---------                        ------------   ------------      -------
JAMES BRUCE                           Direct         2,500,000        22.64%
114-2274 Folkestone  Way
West Vancouver, B.C.
Canada, V5A 2W1

RAYMOND CONTOLI                       Direct         1,500,000        13.59%
5887 Whircomb Place
Tsawwasson, B.C.
Canada V4L 1E2

EDWARD SKODA                          Direct         1,000,000         9.06%
C.P. 45900-APDO Post 376
Chapala, Jalisco
Mexico

All Officers and Directors            Direct         5,000,000        45.29%


(1)      All shares owned  directly are owned  beneficially  and of record,  and
         such  shareholder has sole voting,  investment and  dispositive  power,
         unless otherwise noted.

                                       11

<PAGE>


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

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Except as indicated  below,  there were no material  transactions,  or series of
similar  transactions,  since  inception  of the  Company and during its current
fiscal  period,  or any currently  proposed  transactions,  or series of similar
transactions,  to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security  holder who is known by the  Company  to own of record or  beneficially
more than 5% of any class of the Company's  common  stock,  or any member of the
immediate family of any of the foregoing persons, has an interest.

INDEBTEDNESS OF MANAGEMENT

There were no material  transactions,  or series of similar transactions,  since
the  beginning of the  Company's  last fiscal year,  or any  currently  proposed
transactions,  or series of similar transactions, to which the Company was or is
to be a part,  in which the amount  involved  exceeded  $60,000 and in which any
director  or  executive  officer,  or any  security  holder  who is known to the
Company to own of record or  beneficially  more than 5% of the common  shares of
the Company's capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.

TRANSACTIONS WITH PROMOTERS

The Company does not have promoters and has no transactions with any promoters.


                                       12
<PAGE>

                                     PART IV

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

                          ITEM 13. EXHIBITS AND REPORTS

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

(a)  (1)    FINANCIAL STATEMENTS.

The following financial statements are included in this report:

Title of Document                                                           Page
-----------------                                                           ----

Report of Andersen, Andersen & Strong, Certified Public Accountants           15

Balance Sheet as at November 30, 1999                                         16

Statement of Operations for the period from December 2, 1998 (Date of
         Inception) to November 30, 1999                                      17

Statement in Changes in Stockholders' Equity for the period from December
         2, 1998 (Date of Inception) to November 30, 1999                     18

Statement of Cash Flows for the period from December 2, 1998 (Date of
         Inception) to November 30, 1999                                      19

Notes to the Financial Statements                                             20


(a)  (2)   FINANCIAL STATEMENT SCHEDULES

The following financial statement schedules are included as part of this report:

None.

(a)  (3)   EXHIBITS

The following exhibits are included as part of this report by reference:

None.



                                       13
<PAGE>
<TABLE>
<CAPTION>

<S>                                                                            <C>
ANDERSEN ANDERSEN & STRONG, L.C.                                               941 East 3300 South, Suite 220
Certified Public Accountants and Business Consultants Board                       Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA                                               Telephone 801-486-0096
                                                                                             Fax 801-486-0098
                                                                                   E-mail Kandersen @ msn.com
</TABLE>

Board of Directors
The Bralorne Mining Company
Vancouver B. C. Canada

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the  accompanying  balance sheet of The Bralorne  Mining Company
(an  exploration  stage  company) at November  30,  1999,  and the  statement of
operations, stockholders' equity, and cash flows for the period from December 2,
1998 (date of inception) to November 30, 1999.  These  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  balance  sheet  is free of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management as well as evaluating  the overall  balance  sheet  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 The Bralorne Mining Company at
November 30, 1999, and the results of operations,  and cash flows for the period
from  December 2, 1998 (date of  inception)  to November 30, 1999, in conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company is in the  development
stage and will need additional  working capital for its planned activity,  which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans in regard to these  matters are  described  in Note 5. These
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


Salt Lake City, Utah                           /s/  "Andersen Andersen & Strong"
January 15, 2000


                                       14
<PAGE>


                           THE BRALORNE MINING COMPANY
                           (EXPLORATION STAGE COMPANY)
                                  BALANCE SHEET
                                NOVEMBER 30, 1999

================================================================================
ASSETS

CURRENT ASSETS

     Cash                                                              $  3,324
                                                                       --------

           Total Current Assets                                           3,324
                                                                       --------
OTHER ASSETS

     Mineral lease - Note 3                                                   1
                                                                       --------

                                                                       $  3,325
                                                                       ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

      Accounts payable                                                 $  4,200
                                                                       --------

            Total Current Liabilities                                     4,200
                                                                       --------
STOCKHOLDERS' EQUITY

Common stock

      200,000,000 shares authorized, at $0.001 par
      value; 11,040,050 shares issued and outstanding                    11,040

Capital in excess of par value                                           15,972

Deficit accumulated during the development stage                        (27,887)
                                                                       --------

Total Stockholders' Equity                                                 (875)
                                                                       --------
                                                                       $  3,325
                                                                       ========




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

                                       15
<PAGE>

                           THE BRALORNE MINING COMPANY
                           (EXPLORATION STAGE COMPANY)
                             STATEMENT OF OPERATIONS
               FOR THE PERIOD DECEMBER 2, 1998 (DATE OF INCEPTION)
                              TO NOVEMBER 30, 1999
================================================================================
SALES                                                                 $       --

EXPENSES                                                                  27,887
                                                                      ----------

NET LOSS                                                              $   27,877
                                                                      ==========

NET LOSS PER COMMON SHARE

     Basic                                                            $     --
                                                                      ==========


AVERAGE OUTSTANDING SHARES

     Basic                                                             9,508,359
                                                                      ==========






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



                                       16
<PAGE>

                           THE BRALORNE MINING COMPANY
                           (EXPLORATION STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
             FOR THE PERIOD DECEMBER 2, 1998 (DATE OF INCORPORATION)
                              TO NOVEMBER 30, 1999
================================================================================

<TABLE>
<CAPTION>

                                                                            Capital in
                                                 Common         Stock        Excess of   Accumulated
                                                 Shares        Amount        Par Value     Deficit
                                                 ------        ------        ---------     -------
<S>                                            <C>          <C>          <C>          <C>

BALANCE DECEMBER 2, 1998 (date of inception)           --         --             --           --

Issuance of common shares for cash at
    $0.001 - January 15, 1999                   5,000,000       5,000            --           --

Issuance of common shares for cash at
    $0.002 - January 26, 1999                   6,000,000       6,000         6,000           --

Issuance of common shares for cash at
    $0.25 - February 5, 1999                       40,050          40         9,972           --

Net operating loss for the year ended
    November 30, 1999                                  --          --            --           --
                                               ----------   ----------   ----------   ----------
BALANCE, NOVEMBER 30, 1999                     11,040,050   $   11,040   $   15,972   $  (27,877)
                                               ==========   ==========   ==========   ==========



</TABLE>








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

                                       17
<PAGE>


                           THE BRALORNE MINING COMPANY
                           (EXPLORATION STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
               FOR THE PERIOD DECEMBER 2, 1998 (DATE OF INCEPTION)
                              TO NOVEMBER 30, 1999

================================================================================
CASH FLOWS FROM
     OPERATING ACTIVITIES:

Net loss                                                               $(27,887)

Adjustments to reconcile net loss to
    net cash provided by operating
    activities:

    Change in accounts payable                                             4,200
                                                                      ----------

Net Cash From Operations                                                (23,687)
                                                                      ----------
CASH FLOWS FROM INVESTING
    ACTIVITIES:

Purchase of mineral lease                                               (     1)
                                                                      ----------

CASH FLOWS FROM FINANCING
    ACTIVITIES:

       Proceeds from issuance of common stock                             27,012
                                                                      ----------

Net Increase in Cash                                                       3,324

Cash at Beginning of Period                                                   --
                                                                      ----------
Cash at End of Period                                                  $   3,324
                                                                      ==========









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


                                       18
<PAGE>

                           THE BRALORNE MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

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

1.   ORGANIZATION

The Company was  incorporated  under the laws of the State of Nevada on December
2, 1998 with authorized common stock 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 exploration stage.

Since its inception the Company has  completed  three  Regulation D offerings of
6,040,050 shares of its capital stock for cash.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES

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

On November  30, 1999,  the Company had a net  operating  loss carry  forward of
$27,887.  The tax benefit  from the loss carry  forward has been fully offset by
valuation  reserve because the use of the future tax benefit is doubtful,  since
the Company has no operations  and is unable to project any reliable  future net
profits.

The loss carryforward will expire in 2020.

Earning (Loss) Per Share

Earnings  (loss) per share  amounts are computed  based on the weighted  average
number of shares actually outstanding.

                                       19
<PAGE>

                           THE BRALORNE MINING COMPANY
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES - CONTINUED

Amortization of Capitalized Mineral Claim Costs

Cost of acquisition,  exploration,  carrying,  and retaining unproven properties
are expensed as  incurred.  Cost  incurred in proving and  developing a property
ready for production are  capitalized and amortized over the life of the mineral
deposit or over a shorter  period if the property is shown to have an impairment
in value.

Financial Instruments

The carrying amounts of financial  instruments,  including cash,  mineral claims
and accounts  payable,  are considered by management to be their  estimated 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.

3. PURCHASE OF MINERAL LEASES

During  February,  1999 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, with an expiration date of March 17, 2000.

The Company has not  established  the  existence of a  commercially  minable ore
deposit and therefore all expenses for  acquisition  and  exploration  have been
expensed.

4. RELATED PARTY TRANSACTIONS

Related parties have acquired 45% of the common stock issued for cash.

5. GOING CONCERN

The Company will need additional working capital to be successful in its planned
operations.

Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
additional  working capital for any future planned activities and the management
of the Company has developed a strategy,  which it believes will accomplish this
objective through equity funding, and long term financing, which will enable the
Company to operate for the forthcoming year.

There can be no assurance that the Company can be successful in this effort.

                                       20
<PAGE>
================================================================================
                                   SIGNATURES
================================================================================

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
Company and in its capacities and on the date indicated:


                            THE BRALORNE MINING COMPANY


Date:   January 15, 2000     By:    /s/  "James Bruce"
                             --------------------------------------------
                             James Bruce, President and Director


Date:    January 15, 2000    By:   /s/  "Raymond Contoli"
                             ---------------------------------------------------
                              Raymond Contoli, Secretary Treasurer and Director


                                       21