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 EXCHANGE
                  ACT OF
                  1934.
 
 For
        the
        fiscal year ended December 31, 2006.
 
 OR
 
 o
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934.
 
 Commission
        File No. 0-25707
 
 THE
        BRALORNE MINING COMPANY
 (Name
        of
        Small Business Issuer in its Charter)
 
 Nevada
              91-1948355(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer ID Number)
 
  Room
        618, +17 Anyuan Road, Chaoyang District, Beijing, P.R. China
        100029
 (Address
        of principal executive offices)
 
 Issuer's
        Telephone Number, including Area Code: 86-10-6498-7788
 
 Securities
        Registered Pursuant to Section 12(b) of the Act: None
 Securities
        Registered Pursuant to Section 12(g) of the Act:
 
 Common
        Stock, $.001 par value per share
 
 Check
        whether the issuer is not required to file reports pursuant to Section 13
        or
        15(d) of the Exchange Act. □
 
 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 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.
 
 YesX
              No
                  __
  
  Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B 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. [ X ]
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes___   No X
 
 State
        the
        issuer’s revenues for its most recent fiscal year: $ 824,626
 
 State
        the
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates, computed by reference to the price at which the common equity
        was sold, or the average bid and ask prices of such common equity, as of
        a
        specified date within the past 60 days.
 
 The
        aggregate market value of the Registrant’s common stock, $.001 par value, held
        by non-affiliates as of April 12, 2007 was $ 552,002.
 
 As
        of
        April 12, 2007 the number of shares outstanding of the Registrant’s common stock
        was 51,040,050 shares, $.001 par value.
 
 Transitional
        Small Business Disclosure Format:  Yes___  No X
 
 **DOCUMENTS
        INCORPORATED BY REFERENCE:** None
       
  2
  **FORWARD-LOOKING
        STATEMENTS: NO ASSURANCES INTENDED**
 
 *In
        addition to historical information, this Annual Report contains forward-looking
        statements, which are generally identifiable by use of the words “believes,”
“expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or
        similar expressions. These forward-looking statements represent Management’s
        belief as to the future of The Bralorne Mining Company. Whether those beliefs
        become reality will depend on many factors that are not under Management’s
        control. Many risks and uncertainties exist that could cause actual results
        to
        differ materially from those reflected in these forward-looking statements.
        Factors that might cause such a difference include, but are not limited to,
        those discussed in the section entitled “Management’s Discussion and Analysis of
        Financial Condition and Results of Operations—Risk Factors That May Affect
        Future Results.” Readers are cautioned not to place undue reliance on these
        forward-looking statements. We undertake no obligation to revise or publicly
        release the results of any revision to these forward-looking statements.*
  **PART
        1**
 
 **Item
                  1.**
              **Business**
 
 The
        Bralorne Mining Company is a holding company with one subsidiary: Gold
        Profit (Asia) Group Limited (“Gold Profit”). Gold Profit was incorporated in
        2006 as a Business Company under the laws of the British Virgin Islands.
        Gold
        Profit is a holding company that owns 100% of the registered capital of Beijing
        Quan Tong Chang Information Service Limited (“Beijing QTC”), a corporation
        organized under the laws of The People’s Republic of China.
  Beijing
        QTC was founded in 2003 by Guoxing Xu and Shuying Zheng. In its three years
        of
        existence, it has developed two lines of business:
  ·
              Beijing
                  QTC operates a network of public payphones in Beijing. With 25
                  outlets
                  located in universities, shopping malls and street corners, Beijing
                  QTC
                  distributes fixed line call times under distribution agreements
                  with China
                  Netcom (Beijing) Corporation Limited and China Netcom (Guangdong)
                  Corporation Limited. In 2004, Beijing QTC controlled 34% of the
                  public
                  payphone market in Beijing.
  ·
              Beijing
                  QTC’s agreements with China Netcom (Beijing) and China Netcom (Guangdong)
                  also provide Beijing QTC the authority to distribute the Voice
                  over
                  Internet Protocol (VoIP) services offered by those carriers. Under
                  those
                  arrangements, Beijing QTC designs and installs VoIP systems for
                  business
                  enterprises, primarily commercial buildings in
                  Beijing.
  During
        the past year, the growth trajectory and profitability of the public payphone
        business have been reduced by competition from mobile telecommunications.
        The
        growing availability of cell phones in China - 60 million new cell phone
        contracts are signed annually - is reducing demand for public payphones.
        For
        this reason, since 2005 management of Beijing QTC has been exploring alternative
        methods of participation in the telecommunications industry.
   3
  After
        a
        year of preparation, in 2006 Beijing QTC commenced marketing of international
        call forwarding services on a preliminary basis. The business quickly proved
        unprofitable, however, due to competition from major carriers. So in November
        2006 Beijing QTC abandoned its international call forwarding operations.
        Management continues to explore ways of supplementing revenue from its payphone
        system.
  **Pay
        Phone Agency Services**
  In
        2003
        Beijing QTC contracted with two subsidiaries of China Netcom (Group) Company
        Limited, one of the largest telecommunications carriers in China. Under its
        contracts with the Beijing and Guangdong branches of China Netcom, Beijing
        QTC
        distributes fixed line call time on a non-exclusive basis. The vehicle for
        distribution is a network of pay phone outlets, each of which provides a
        private, air conditioned room for each phone. The hardware for these outlets
        is
        purchased by the community or the owner of the location and rented to Beijing
        QTC. Beijing QTC provides the phone line access and manages the phones. Beijing
        QTC also provides writing materials, drinking water and other amenities to
        the
        customers who use the phones.
  When
        a
        customer uses one of the pay phones, China Netcom (Beijing) or China Netcom
        (Guangdong) calculates the tariff based on their published tariff rates.
        The
        carrier then collects from the user, and remits to Beijing QTC a percentage
        of
        the tariff that is fixed in the distribution agreements between Beijing QTC
        and
        the carriers.
  In
        December 2006 Beijing QTC was managing 25 pay phone outlets. 4% of the outlets
        were in universities; 1% in train stations, and the remaining 95% were located
        on streets, often in conjunction with a shopping mall or convenience store.
        The
        most profitable of the outlets are those located in universities, as Chinese
        students usually do not have telephones in their dormitories. Over the past
        18
        months, however, 19 of Beijing QTC’s university-based outlets have been removed,
        due to construction activities at the universities. The loss of these outlets
        has contributed to the reduction in revenues experienced during
        2006.
  **Internet
        Phone Services**
  China
        Netcom (Beijing) and China Netcom (Guangdong) have also authorized Beijing
        QTC
        to act as a distributor of their VoIP services. Generally, sale of the VoIP
        services must be accompanied by sale of the necessary hardware and software.
        So
        Beijing QTC provides full VoIP solutions to its customers - it purchases
        the
        necessary hardware and software, resells it to the customer, supervises
        installation, and trains the necessary personnel. For these services Beijing
        QTC
        receives a negotiated fee from the customer. It also receives a percentage
        of
        the tariff paid by its customers to the VoIP carriers.
  In
        December 2006 Beijing QTC had 490 VoIP customers.
  
  
  
   4
  **Personnel**
  Beijing
        QTC currently employs 16 individuals, all on a full-time basis. None of our
        employees belongs to a collective bargaining unit. Our relationships with
        our
        employees are good.
   **Item
                  2.**
              **Properties**
 
 Our
        offices are located in 195 square meters of office space that we lease from
        our
        Chairman, Shuying Zheng. The lease terminates in June 2010. The annual rental
        is
        $15,384.
 
 **Item
                  3.**
              **Legal
                  Proceedings**
  None.
 
 **Item
                  4.**
              **Submission
                  of Matters to a Vote of Security
                  Holders**
  Not
        applicable.
 
 **PART
        II**
 
 **Item
                  5.**
              **Market
                  for Registrant’s Common Equity, Related Stockholder Matters and Small
                  Business Issuer Purchases of Equity
                  Securities**
 
 *(a)
        Market Information*
 
 The
        Company’s common stock has been quoted on the OTC Bulletin Board under the
        symbol “BLNM.OB” since December 1, 2005. Set forth below are the high and low
        bid prices for each of the five full or partial quarters between December
        1,
        2005 and December 31, 2006.  The
        reported bid quotations reflect inter-dealer prices without retail markup,
        markdown or commissions, and may not necessarily represent actual transactions.
  BidQuarter
                  Ending
              
              High
              
              LowDecember
                  31, 2005
              
              $
              2.50
              
              $
              .28March
                  31, 2006
              
              $
              .46
              
              $
              .25June
                  30, 2006
              
              $
              .25
              
              $
              .15September
                  30, 2006
              
              $
              .16
              
              $
              .12December
                  31, 2006
              
              $
              .35
              
              $
              .12
 
 *(b)
        Shareholders*
  Our
        shareholders list contains the names of 83 registered stockholders of record
        of
        the Company’s Common Stock.
   5
  *(c)
        Dividends*
  The
        Company has not paid or declared any cash dividends on its Common Stock within
        the past three years and does not foresee doing so in the foreseeable future.
        The Company intends to retain any future earnings for the operation and
        expansion of the business. Any decision as to future payment of dividends
        will
        depend on the available earnings, the capital requirements of the Company,
        its
        general financial condition and other factors deemed pertinent by the Board
        of
        Directors.
 
 *(d)
        Sale of Unregistered Securities*
  On
        November 2, 2006 Bralorne Mining acquired all of the outstanding capital
        stock
        of Gold Profit. In exchange for that equity, Gold Standard issued to the
        shareholders of Gold Profit 40,000,000 shares of common stock. The sale was
        exempt pursuant to Section 4(2) of the Securities Act since the sale was
        not
        made in a public offering and was made to individuals who had access to detailed
        information about the Company and who were acquiring the shares for their
        own
        accounts. There was no underwriter.
 
 *(e)
        Repurchase of Equity Securities*
  The
        Company did not repurchase any of its equity securities that were registered
        under Section 12 of the Securities Act during the 4 th quarter
        of 2006
  
 **Item
                  6**
              **Management’s
                  Discussion and Analysis**
 
 **Results
        of Operations**
  Our
        revenue in 2006 was 54% lower than in 2005. The primary reasons for the
        reduction were:
  Ø
              The
                  tariffs on mobile phone calls in China have fallen by approximately
                  80% in
                  the past two years. As a result, the use of cell phones has increased
                  dramatically, with a concomitant slackening of demand for our payphone
                  services. When we initiated our business, the average cell phone
                  tariff
                  was five times the tariff on a call from our payphones. Now the
                  difference
                  is insignificant.
  Ø
              Our
                  attention in 2006 was focused on (a) becoming a public company
                  and (b)
                  developing our international call forwarding business. As a result,
                  only
                  minimal resources were devoted to marketing our VoIP solutions.
                  The result
                  was an 87% reduction in revenue from that
                  business.
 
 As
        our
        established businesses waned, management has been exploring alternative sources
        of revenue in the telecommunications field. In 2005 Beijing QTC paid $361,776
        to
        a third-party software developer to obtain a state-of-the-art call forwarding
        capability. After a year of effort, we initiated the business in 2006.
        Unfortunately, we quickly discovered that the plummeting rates for cell phone
        calls charged by the major Chinese carriers rendered our call forwarding
        service
        unnecessary. So in November 2006 we abandoned the business. We have written
        off
        $284,328 of our investment in that business as of that date.
   6
  Management
        will continue to explore alternatives that will supplement the revenue from
        our
        current businesses. The future prosperity of our company will depend on their
        success. In the meantime, we are taking steps to make our payphones business
        again viable. To offset some of the factors that have diminished results
        recently, we intend to invest in new outlets, including outlets designed
        to
        serve as complete telecommunications stores, selling SIM cards, prepayment
        cards
        and the like. We also intend to invest in improving our billing system, to
        provide customers assurance of reliable billing.
 
 In
        2005
        the gross margin we realized from our business totaled 61%. In 2006, our
        gross
        margin was 28%. We expect this decline to continue, and anticipate that the
        gross margin from our pay phone business will stabilize in the future between
        22% and 28%. The primary reasons for the decline in gross margin
        are:
 
 Ø
              Increased
                  competition from the mobile carriers in China has forced the land
                  line
                  carriers to reduce their tariffs significantly. Recently the government
                  of
                  China has granted additional carrier licenses, which should intensify
                  competition and force tariffs even
                  lower.
 Ø
              In
                  late 2005 and early 2006 half of our outlets in universities were
                  removed
                  due to construction activities at the universities. Our university-based
                  outlets are our most active and most profitable, as the students
                  use pay
                  phones for the sake of privacy and due to their lack of in-room
                  phones.
                  The loss of these outlets reduced our revenue and
                  profits.
 Ø
              The
                  percentage of revenue gained by providing Internet phone solutions
                  was
                  reduced from 21% in 2005 to 6% in 2006. These contracting activities
                  yielded a 95% gross profit in 2005 and a 92% gross profit in 2006.
                  So our
                  inability to replicate 2005 revenues in 2006 substantially reduced
                  our
                  gross margin.
 
 Our
        results were further diminished in 2006 by a sharp increase in the ratio
        of our
        operating expenses to our revenues. In 2005 our operating expenses were equal
        to
        10% of our revenue. In 2006, operating expenses were more than double our
        revenue. The increase in this ratio was a result, in part, of the substantial
        reduction in our level of revenue. An additional reason for the increase
        was the
        increase in expenses related to the development of our new international
        call
        forwarding business, such as a 241% increase in depreciation and amortization
        attributable to depreciation of our investment in the call forwarding
        infrastructure and leasehold improvements. However the primary reason for
        the
        increase was our payments to consultants. Our efforts to become a public
        company
        in the U.S. and London required that we retain a number of consultants in
        the
        investment banking field. In addition, our efforts to renew our business
        operations caused us to retain telecommunications consultants as well. As
        a
        result, we incurred over $1 million in consulting fees in 2006.
 
  7
  As
        a
        result of our reduced revenue and increased expenses, we realized a net loss
        of
        $1,913,670 in 2006. Our goal is that in 2007 our investment in the revival
        of
        our pay phone network, combined with one or more additional telecommunications
        ventures, will return our statement of operations to profitability.
 
 **Liquidity
        and Capital Resources**
 
 We
        began
        2006 with a sizeable cash balance and nearly $1 million in accounts receivable.
        Both the cash and the receivables were exhausted during 2006, as our operations
        used $386,812 and our working capital was reduced to a deficit of $18,483.
        In
        order to sustain and grow our business, therefore, we will need
        capital.
 
 We
        are
        currently engaged in discussions aimed at obtaining capital. We expect that
        in
        the next few months we will sell equity or combined debt-equity instruments
        in
        order to obtain the necessary capital. At the present time, however, we have
        not
        received any firm commitment for capital from any source.
 
 **Application
        of Critical Accounting Policies**
 
 In
        preparing our financial statements we are required to formulate working policies
        regarding valuation of our assets and liabilities and to develop estimates
        of
        those values. In our preparation of the financial statements for 2006, there
        were no estimates made which were (a) subject to a high degree of uncertainty
        and (b) material to our results.
 
 We
        made
        no material changes to our critical accounting policies in connection with
        the
        preparation of financial statements for 2006.
  **Impact
        of Accounting Pronouncements**
 
 There
        were no recent accounting pronouncements that have had a material effect
        on the
        Company’s financial position or results of operations. There was one recent
        accounting pronouncement that may have a material effect on the Company’s
        financial position or results of operations.
 
 In
        December 2004, the FASB issued SFAS No. 123R “Share-Based Payment.” This
        Standard addresses the accounting for transactions in which a company receives
        employee services in exchange for (a) equity instruments of the company or
        (b)
        liabilities that are based on the fair value of the company’s equity instruments
        or that may be settled by the issuance of such equity instruments. This Standard
        eliminates the ability to account for share-based compensation transactions
        using Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued
        to Employees,” and requires that such transactions be accounted for using a
        fair-value-based method. The Standard is effective for periods beginning
        after
        June 15, 2005. The Standard may adversely affect the Company’s results of
        operations if the Company issues a material amount of capital stock for
        services.
 
  8
  **Off-Balance
        Sheet Arrangements**
 
 We
        do not
        have any off-balance sheet arrangements that have or are reasonably likely
        to
        have a current or future effect on our financial condition or results of
        operations.
 
 **Risk
        Factors That May Affect Future Results**
 
 You
        should carefully consider the risks described below before buying our common
        stock. If any of the risks described below actually occurs, that event could
        cause the trading price of our common stock to decline, and you could lose
        all
        or part of your investment.
 
 *Our
        payphone business will fail if we are unable to revitalize it.*
 
 The
        business plan with which we initiated our business relied on the significantly
        lower tariffs then charged for payphone calls relative to cell phone calls.
        Since we commenced the business, however, the tariffs on cell calls in China
        have fallen by 80%. As a result, the foundation of our business plan has
        been
        weakened. Unless we are able to revitalize that business with new initiatives
        or
        are able to replace it with a viable alternative business, our company will
        not
        succeed.
 
 *If
        a
        major carrier undertook to compete against us in the payphone business, our
        resources might not be sufficient to compete effectively.*
 
 There
        are
        low barriers to entry into the payphone business. We have no patents on the
        technology, nor are there significant trade secrets to give us a privileged
        position in the market. Our success in this business will depend on our
        marketing acumen and the quality of the service we provide. If a major
        telecommunications carrier or other highly capitalized business entered the
        market, our resources might not permit us to compete effectively against
        the
        competitor’s ability to devote vast capital and human resources to the project
        of accumulating the relationships that will be key to success in this
        business.
 
 *Our
        pay phone business could be eliminated if we lost our contract with China
        Netcom* .
 
 Our
        entire agency services (i.e. pay phone) business depends is predicated on
        the
        distribution agreement that we have with two subsidiaries of China Netcom.
        If
        those subsidiaries were to terminate our relationship for any reason, we
        would
        suffer substantial losses until we were able to introduce a substitute carrier.
        If no adequate substitute could be found, our business could fail. **  **
 
 
 
  9
  *A
        recession in China could significantly hinder our growth* .
 
 The
        success of our telecommunications initiatives will depend on continuation
        and
        expansion of recent economic trends in China. The growth of demand for
        telecommunications services will depend on the continued growth in prosperity
        of
        the Chinese population, which depend, in turn, on recent growth in business
        activity and disposable income in China. If there is a downturn in business
        activity in China, it will reduce the market for our services. Many financial
        commentators expect a recession to occur in China in the near future. The
        occurrence of a recession could significantly hinder our efforts to implement
        our business plan.
 
 *Our
        business and growth will suffer if we are unable to hire and retain key
        personnel that are in high demand.*
 
 Our
        future success depends on our ability to attract and retain highly skilled
        marketing personnel and technicians. Qualified individuals are in high demand
        in
        China, and there are insufficient experienced personnel to fill the demand.
        Therefore we may not be able to successfully attract or retain the personnel
        we
        need to succeed.
 
 *We
        may have difficulty establishing adequate management and financial controls
        in
        China.*
 
 The
        People’s Republic of China has only recently begun to adopt the management and
        financial reporting concepts and practices that investors in the United States
        are familiar with. We may have difficulty in hiring and retaining employees
        in
        China who have the experience necessary to implement the kind of management
        and
        financial controls that are expected of a United States public company. If
        we
        cannot establish such controls, we may experience difficulty in collecting
        financial data and preparing financial statements, books of account and
        corporate records and instituting business practices that meet U.S. standards.
 
 *Government
        regulation may hinder our ability to function efficiently* .
 
 The
        national, provincial and local governments in the People’s Republic of China are
        highly bureaucratized. The day-to-day operations of our business require
        frequent interaction with representatives of the Chinese government
        institutions. The effort to obtain the registrations, licenses and permits
        necessary to carry out our business activities can be daunting. Significant
        delays can result from the need to obtain governmental approval of our
        activities. These delays can have an adverse effect on the profitability
        of our
        operations. In addition, compliance with regulatory requirements applicable
        to
        telecommunications services may increase the cost of our operations, which
        would
        adversely affect our profitability.
 
 
 
 
  10
  *Capital
        outflow policies in China may hamper our ability to pay dividends to
        shareholders in the United States.*
  The
        People’s Republic of China has adopted currency and capital transfer
        regulations. These regulations require that we comply with complex regulations
        for the movement of capital. Although Chinese governmental policies were
        introduced in 1996 to allow the convertibility of RMB into foreign currency
        for
        current account items, conversion of RMB into foreign exchange for capital
        items, such as foreign direct investment, loans or securities, requires the
        approval of the State Administration of Foreign Exchange. We may be unable
        to
        obtain all of the required conversion approvals for our operations, and Chinese
        regulatory authorities may impose greater restrictions on the convertibility
        of
        the RMB in the future. Because most of our future revenues will be in RMB,
        any
        inability to obtain the requisite approvals or any future restrictions on
        currency exchanges will limit our ability to pay dividends to our shareholders.
 
 *Currency
        fluctuations may adversely affect our operating results.*
 
 Beijing
        QTC generates revenues and incurs expenses and liabilities in Renminbi, the
        currency of the People’s Republic of China. However, as a subsidiary of Bralorne
        Mining, it will report its financial results in the United States in U.S.
        Dollars. As a result, our financial results will be subject to the effects
        of
        exchange rate fluctuations between these currencies. From time to time, the
        government of China may take action to stimulate the Chinese economy that
        will
        have the effect of reducing the value of Renminbi. In addition, international
        currency markets may cause significant adjustments to occur in the value
        of the
        Renminbi. Any such events that result in a devaluation of the Renminbi versus
        the U.S. Dollar will have an adverse effect on our reported results. We have
        not
        entered into agreements or purchased instruments to hedge our exchange rate
        risks.
 
 *We
        have limited business insurance coverage.*
 
 The
        insurance industry in China is still at an early stage of development. Insurance
        companies in China offer limited business insurance products, and do not,
        to our
        knowledge, offer business liability insurance. As a result, we do not have
        any
        business liability insurance coverage for our operations. Moreover, while
        business disruption insurance is available, we have determined that the risks
        of
        disruption and cost of the insurance are such that we do not require it at
        this
        time. Any business disruption, litigation or natural disaster might result
        in
        substantial costs and diversion of resources.
 
 *Bralorne
        Mining is not likely to hold annual shareholder meetings in the next few
        years.*
 
 Management
        does not expect to hold annual meetings of shareholders in the next few years,
        due to the expense involved. The current members of the Board of Directors
        were
        appointed to that position by the previous directors. If other directors
        are
        added to the Board in the future, it is likely that the current directors
        will
        appoint them. As a result, the shareholders of Bralorne Mining will have
        no
        effective means of exercising control over the operations of Bralorne
        Mining.
   11
  *Your
        ability to bring an action against us or against our directors, or to enforce
        a
        judgment against us or them, will be limited because we conduct all of our
        operations in China and because most of our management resides outside of
        the
        United States* **.**
 
 We
        conduct all of our operations in China through our wholly-owned subsidiary.
        All
        of our directors and officers reside in China and all of the assets of those
        Chinese residents are located outside of the United States. As a result,
        it may
        be difficult or impossible for you to bring an action against us or against
        these individuals in the United States in the event that you believe that
        your
        rights have been infringed under the securities laws or otherwise. Even if
        you
        are successful in bringing an action of this kind, the laws of the United
        States
        and of China may render you unable to enforce a judgment against our assets
        or
        the assets of our directors.
 
 **Item
                  7.**
              **Financial
                  Statements**
 
 The
        Company’s financial statements, together with notes and the Independent
        Auditors’ Report, are set forth immediately following Item 14 of this Form
        10-KSB .
 
 
 **Item
                  8.**
              **Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure**
 
 Not
        Applicable
 
 
 **Item
                8A.**
              **Controls
                  and Procedures**
 
 (a)
              **Evaluation
                  of disclosure controls and
                  procedures.**
 
 The
        term
“disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to
        the controls and other procedures of a company that are designed to ensure
        that
        information required to be disclosed by a company in the reports that it
        files
        under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded,
        processed, summarized and reported within required time periods. The Company’s
        management, with the participation of the Chief Executive Officer and the
        Chief
        Financial Officer, has evaluated the effectiveness of the Company’s disclosure
        controls and procedures as of the end of the period covered by this annual
        report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief
        Executive Officer and Chief Financial Officer have concluded that, as of
        the
        Evaluation Date, such controls and procedures were effective.
 
 
  12
  (b)
              **Changes
                  in internal controls.**
 
 The
        term
“internal control over financial reporting” (defined in SEC Rule 13a-15(f))
        refers to the process of a company that is designed to provide reasonable
        assurance regarding the reliability of financial reporting and the preparation
        of financial statements for external purposes in accordance with generally
        accepted accounting principles. The Company’s management, with the participation
        of the Chief Executive Officer and Chief Financial Officer, has evaluated
        any
        changes in the Company’s internal control over financial reporting that occurred
        during the fourth quarter of the year covered by this annual report, and
        they
        have concluded that there was no change to the Company’s internal control over
        financial reporting that has materially affected, or is reasonably likely
        to
        materially affect, the Company’s internal control over financial
        reporting.
 
 **Item
                8B.**
              **Other
                  Information**
  None.
 
 **PART
        III**
 
 **Item
                  9.**
              **Directors,
                  Executive Officers, Promoters, Control Persons and Corporate Governance;
                  Compliance with Section 16(a) of the Exchange
                  Act.**
 
 The
        officers and directors of the Company are:
 
 *Name*
              
              *Age*
              
              *Position
                  with the Company*
              
              *Director*
                S*ince*Zheng
                  Shuying
              
              40
              
              Chief
                  Executive Officer, ChiefFinancial
                  Officer, Director
              
              2007Guan
                  Da Wei
              
              43
              
              Director
              
              2006Liu
                  Meifeng
              
              45
              
              Director
              
              2007
 
 Directors
        hold office until the annual meeting of the Company’s stockholders and the
        election and qualification of their successors. Officers hold office, subject
        to
        removal at any time by the Board, until the meeting of directors immediately
        following the annual meeting of stockholders and until their successors are
        appointed and qualified.
 
 Zheng
        Shuying .
        Since
        2003 Ms. Zheng has been employed as Chief Executive Officer of Beijing QTC
        Information & Services Co., Ltd., the subsidiary of The Bralorne Mining
        Company. From 1992 to 2003, Ms. Zheng was Chief Executive Officer of Beijing
        Haodu Science & Technology Co. Ltd., which was engaged in the business of
        acquiring and marketing patents and other technology. From 1988 to 1992 Ms.
        Zheng was a Team Leader in the Finance Bureau of the City of Harbin in China,
        with responsibilities for auditing. In 1988 Ms. Zheng was awarded a graduate
        degree in the Management Science College of the Zhengzhou University in China.
 
  13
  Guan
        Da Wei .
        Since
        June 2006, Mr. Guan has been employed as Chairman of Gold Profit (Asia) Group
        Limited. From 1997 until June 2006, Mr. Guan was employed as Chief Executive
        Officer of Beijing Tuoke Technology Development Ltd., a company organized
        and
        owned by Mr. Guan. Mr. Guan is a graduate of the Beijing University of Chinese
        Medicine.
  Liu
        Meifeng **.** Since
        2003 Ms. Liu has been employed as a Manager of the Accounting Department
        of
        Beijing QTC Information & Services Co., Ltd., the subsidiary of The Bralorne
        Mining Company. From 1999 to 2003 Ms. Liu was employed as a Team Leader in
        the
        accounting department of Beijing Zhonglian Architecture & Decoration
        Engineering Co. Ltd. In 1999 Ms. Liu was awarded an undergraduate degree
        with a
        concentration by accounting by Renmin University of China.
 
 In
        addition to the executive management of our company, certain employees of
        Beijing QTC will be responsible for the roll-out of our business plan. The
        following employees are considered “Key” to our success:
  Guoqing
        Xu (Chairman of Beijing QTC) .
        Mr. Xu
        founded a successful telecommunications technology provider in 1992, which
        he
        managed until he joined Zheng Shuying in founding Beijing QTC in 2003. From
        1977
        until 1992, Mr. Xu was employed as a Professor at the Beijing Post and
        Telecommunications University. Mr. Xu is a graduate of that same
        University.
 
 Yabo
        Pei (Vice President - Operations for Beijing QTC) .
        Before
        joining Beijing QTC in 2003, Mr. Pei was employed by the VoIP technology
        provider that he founded in 1999. From 1990 to 1996 Mr. Pei was the Marketing
        Director for a major Chinese home appliance company. Mr. Pei graduated from
        the
        Beijing Post and Telecommunications University.
 
 *Audit
        Committee; Compensation Committee*
  The
        Board
        of Directors has not yet appointed an Audit Committee or a Compensation
        Committee, due to the relatively small size of the Board. The Board does
        not
        have any member who qualifies as an audit committee financial expert,
        due to the fact that the current management only took control of this U.S.
        public company in November 2006.
  *Code
        of Ethics*
  The
        Company does not have a written code of ethics applicable to its executive
        officers. The Board of Directors has not adopted a written code of ethics
        because there are so few executive officers of the Company.
 
 
   14
  *Section
        16(a) Beneficial Ownership Reporting Compliance*
  None
        of
        the officers, directors or beneficial owners of more than 10% of the Company’s
        common stock failed to file on a timely basis the reports required by Section
        16(a) of the Exchange Act during the year ended December 31, 2006.
 
 **Item
                10.**
              **Executive
                  Compensation**
 
 The
        following table sets forth all compensation awarded to, earned by, or paid
        by
        Bralorne Mining and its subsidiaries to Zheng Shuying, its Chief Executive
        Officer, for services rendered in all capacities to the Company during the
        years
        ended December 31, 2006, 2005 and 2004. There were no other executive officers
        whose total salary and bonus for the fiscal year ended December 31, 2006
        exceeded $100,000.
 
 *Year*
              
              *Salary*
              
              *Bonus*
              
              *Stock**Awards*
              
              *Option**Awards*
              
              *Other*
                *Compensation*Zheng
                  Shuying
              
              2006
              
              $
                  3,798
              
              -
              
              -
              
              -
              
              -2005
              
              $
                  3,798
              
              -
              
              -
              
              -
              
              -2004
              
              $
                  3,798
              
              -
              
              -
              
              -
              
              -
 
 *Employment
        Agreements*
 
 All
        of
        our executive officers are employed on an at-will basis.
 
 *Equity
        Grants*
 
 The
        following tables set forth certain information regarding the stock options
        acquired by the Company’s Chief Executive Officer during the year ended December
        31, 2006 and those options held by him on December 31, 2006.
 
 *Option
        Grants in the Last Fiscal Year*
 Number
                  of
                securities
                underlying
                option
              
              Percent
                of
                  total
                options
                granted
                  to
                employees
                in
                  fiscal
              
              Exercise
                Price
              
              Expiration
              
              Potential
                  realizable
                value
                  at assumed
                annual
                  rates of
                appreciation
                for
                  option termgranted
              
              year
              
              ($/share)
              
              Date
              
              5%
              
              10%Zheng
                  Shuying
              
              --
              
              --
              
              --
              
              --
              
              --
              
              --
 
 
  15
  The
        following tables set forth certain information regarding the stock grants
        received by the executive officers named in the table above during the year
        ended December 31, 2006 and held by them unvested at December 31,
        2006.
  *Unvested
                  Stock Awards in the Last Fiscal Year*Number
                  of Shares That
                Have
                  NotVested
              
              Market
                  Value of Shares That
                Have
                  Not VestedZheng
                  Shuying
              
              0
              
              --
 
 *Remuneration
        of Directors*
 
 None
        of
        the members of the Board of Directors received remuneration for service on
        the
        Board during 2006. The Board has committed to pay an annual fee of 80,000
        Renminbi (approx. $10,000) to Guan Da Wei for his service on the
        Board.
 
 **Item
                  11.**
              **Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters**
 
 There
        are
        51,040,050 shares of Bralorne Mining common stock issued and outstanding.
        The
        following table sets forth information known to us with respect to the
        beneficial ownership of our common stock as of the date of this Report by
        the
        following:
 
 ·
              each
                  shareholder known by us to own beneficially more than 5% of our
                  common
                  stock;
  ·
              Zheng
                  Shuying, our Chief Executive
                  Officer;
  ·
              each
                  of our directors; and
  ·
              all
                  directors and executive officers as a
                  group.
 
 Except
        as
        otherwise indicated, we believe that the beneficial owners of the common
        stock
        listed below have sole voting power and investment power with respect to
        their
        shares, subject to community property laws where applicable. Beneficial
        ownership is determined in accordance with the rules of the Securities and
        Exchange Commission.
 
 *Name
                  and Address*
                *of
                  Beneficial Owner**(1)*
              
              *Amount
                  and Nature*
                *of
                  Beneficial*
                *Ownership**(2)*
              
              *Percentage*
                *of
                  Class*Zheng
                  Shuying
              
              0
              
              --Guan
                  Da Wei
              
              40,000,000
              
              78.4%Liu
                  Meifeng
              
              0
              
              --All
                  officers and directors (3 persons)
              
              40,000,000
              
              78.4%Zhang
                  Feng Ming
              
              3,800,000
              
              7.4%________________________________(1) The address
                of each
                shareholder is Room 618, Building Hui An Xuan, +17 Anyuan Road, Chaoyang
                District, Beijing, P.R. China 100101.(2) All shares
                are owned
                of record and beneficially.
    
  16
  *Equity
        Compensation Plan Information*
 
 The
        information set forth in the table below regarding equity compensation plans
        (which include individual compensation arrangements) was determined as of
        December 31, 2006.
 
 Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights
              
              Weighted
                  average exercise price of outstanding options, warrants and
                  rights
              
              Number
                  of securities remaining available for future issuance under equity
                  compensation plansEquity
                  compensation plans approved by security holders
              
              0
              
              
              
              0Equity
                  compensation plans not approved by security holders
              
              0
              
              
              
              0Total
              
              0
              
              
              
              0
   **Item
                  12.**
              **Certain
                  Relationships and Related Transactions and Director
                  Independence**
 
 None
        of
        the three individuals who serve as directors or officers of Bralorne Mining
        has
        engaged in any transaction with Bralorne Mining, Gold Profit or Beijing QTC
        during the past fiscal year that had a transaction value in excess of
        $60,000.
 
 *Director
        Independence*
 
 None
        of
        the members of the Board of Directors is independent, as “independent” is
        defined in the rules of the NASDAQ National Market System.
 
 **Item
                  13.**
              **Exhibit
                  List**
 
 *(a)
        Financial Statements*
  Report
        of
        Independent Registered Public Accounting Firm - 2006
  Report
        of
        Independent Registered Public Accounting Firm - 2005
  Consolidated
        Balance Sheets - December 31, 2006.
   17
  Consolidated
        Statements of Operations and Other Comprehensive Income - Years ended December
        31, 2006 and 2005.
  Consolidated
        Statements of Changes in Stockholders’ Equity (Deficit) - Years ended December
        31, 2006 and 2005.
  Consolidated
        Statements of Cash Flows - Years ended December 31, 2006 and 2005.
  Notes
        to
        Financial Statements
 
 *(b)
        Exhibit List*
 
 3-a
              Certificate
                  of Incorporation - filed as an exhibit to the Registration Statement
                  on
                  Form 10-SB (SEC File #0-25707) filed on April 2, 1999, and incorporated
                  herein by reference.
  3-b
              Restated
                  By-laws - filed as an exhibit to the Registration Statement on
                  Form 10-SB
                  (SEC File #0-25707) filed on April 2, 1999, and incorporated herein
                  by
                  reference.
  21
              Subsidiaries
                  -Gold
                  Profit (Asia) Group Limited
 Beijing
        Quan Tong Chang Information Service Limited
 
 31
              Rule
                  13a-14(a) Certification
 
 32
              Rule
                  13a-14(b) Certification
 
 **Item
                  14.**
              **Principal
                  Accountant Fees and
                  Services**
 
 The
        Bralorne Mining Company retained Keith K. Zhen, CPA to serve as its independent
        accountant in March 2007. Prior to that date, Keith K. Zhen, CPA had not
        performed any services for Bralorne Mining.
 
 *Audit
        Fees*
 
 Keith
        K.
        Zhen, CPA billed $ 35,000 in connection with the audit of the Company’s
        financial statements for the year ended December 31, 2006. Keith K. Zhen,
        CPA
        billed $0 in connection with the audit of the Company’s financial statements for
        the year ended December 31, 2005.
 
 *All
        Other Fees*
 
 Keith
        K.
        Zhen, CPA has not billed the Company for any other services.
 
 It
        is the
        policy of the Company that all services other than audit, review or attest
        services must be pre-approved by the Board of Directors. No such services
        have
        been performed by Keith K. Zhen, CPA.


18


*KEITH
        K. ZHEN, CPA*
 *CERTIFIED
        PUBLIC ACCOUNTANT*
 *2070
        WEST 6TH STREET - BROOKLYN, NY 11223 - TEL (347) 408-0693 - FAX (347) 602-4868
        -
        EMAIL :KEITHZHEN@GMAIL.COM*
 
 
 REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   Board
        of
        Directors
 The
        Bralorne Mining Company
 
 We
        have
        audited the accompanying consolidated balance sheets of The Bralorne Mining
        Company and subsidiaries
        as of December 31, 2006 and the related consolidated statements of operations
        and other comprehensive income (loss), shareholders' equity (deficit), and
        cash
        flows for the year then ended. 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 the standards of the Public Company
        Accounting Oversight Board (United States). 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 audit 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 also includes
        examining, on a test basis, evidence supporting the amounts and disclosures in
        the
        financial statements, 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 The Bralorne Mining Company
        and
        subsidiaries as of December 31, 2006 and the results of its operations and
        its
        cash flows for the year then ended in conformity with accounting principles
        generally accepted in the United States of America.
  The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 1 to the
        consolidated financial statements, the Company had
        a net
        loss of $1,913,670 for the year ended December 31, 2006. This amount is
        significant comparing with
        the
        Company's shareholders' equity. This factor raises substantial doubt about
        its
        ability to continue as a going concern. Management ’s plans concerning these
        matters are also described in Note 1. The accompanying consolidated financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
 
 
 
 /s/
        Keith K. Zhen, CPA
 Keith
        K.
        Zhen, CPA
 Brooklyn,
        New York
 March
        30,
        2007
 
 
 F-1


*ZHONG
      YI (HONG KONG) C.P.A. COMPANY LIMITED*


Certified
      Public Accountants


Hong
      Kong, China








REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






The
      Board
      of Directors and Owners


Beijing
      Quan Tong Chang Information Service Limited





We
      have
      audited the accompanying balance sheets of Beijing Quan Tong Chang Information
      Service Limited (“the
      Company”) as of December 31, 2003, 2004 and 2005 and the related statements of
      operations, statements of
      owners
’equity and comprehensive income, and cash flows for the years then ended. 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 the standards of the Public Company
      Accounting Oversight Board (United States). 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 audit includes 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 also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, 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 Beijing Quan Tong Chang Information
      Service Limited as of December 31, 2003, 2004 and 2005, and the results of
      their
      operations and their cash flows for each of the years in the three-year period
      ended December 31, 2003, 2004 and 2005 in conformity with accounting principles
      generally accepted in the United States
      of
      America.











/s/Zhong
      Yi (Hong Kong) C.P.A. Company Limited


Zhong
      Yi
      (Hong Kong) C.P.A. Company Limited


Certified
      Public Accountants


Hong
      Kong, China





April
      10,
      2006
































F-2






**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**CONSOLIDATED
      BALANCE SHEETS**





December
                31,2006ASSETSCurrent
                Assets:Cash
                and cash equivalents
            
            $
            49,980Accounts
                receivable, net (Note 3)
            
            
            71,997Supplies
            
            
            4,231Total
                current assets
            
            
            126,208Property,
                Plant, and Equipment, net (Note 4)
            
            
            291,786Contract
                Security Deposit
            
            
            2,965Total
                Assets
            
            $
            420,959LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                Liabilities:Accounts
                payable
            
            
            5,025Accrued
                expenses (Note 5)
            
            
            79,365Other
                payable
            
            
            2,622Due
                to a related party (Note 6)
            
            
            57,679Total
                Current Liabilities
            
            
            144,691Commitments
                and contingencies (Note 12)
            
            
            -Stockholders'
                Equity:Common
                stock, $0.001 par value, 200,000,000 shares authorized; 51,040,050
                shares
                issued and outstanding as of December 31, 2006
            
            
            51,040Additional
                Paid-in capital
            
            
            9,346Statutory
                reserves
            
            
            98,239Retained
                Earnings
            
            
            48,487Accumulated
                other comprehensive income
            
            
            69,156Stockholders'
                Equity
            
            
            276,268Total
                Liabilities and Stockholders' Equity
            
            $
            420,959




















**See
      Notes to Financial Statements**





F-3





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**AND
      OTHER COMPREHENSIVE INCOME**








For
                the Year Ended December 31,2006
            
            2005RevenuesAgency
                services revenue
            
            $
            824,626
            
            $
            1,515,520Enterprise
                internet phone solutions
            
            
            52,973
            
            
            400,000Total
                revenue
            
            
            877,599
            
            
            1,915,520Cost
                of salesAgency
                services revenue
            
            
            627,439
            
            
            729,341Enterprise
                internet phone solutions
            
            
            4,382
            
            
            19,420Total
                cost of sales
            
            
            631,821
            
            
            748,761Gross
                Profit
            
            
            245,778
            
            
            1,166,759Operating
                ExpensesPayroll
            
            
            42,057
            
            
            55,245Pension
                and employee benefit
            
            
            19,274
            
            
            20,429Depreciation
                expenses
            
            
            56,092
            
            
            24,011Amortization
                expenses
            
            
            67,544
            
            
            12,059Office
                rent - related party transaction
            
            
            15,068
            
            
            14,796Professional
                fees
            
            
            555,224
            
            
            24,990Consultant
                fees
            
            
            1,043,964
            
            
            -Impairment
                of intangible assets
            
            
            284,328
            
            
            -Travel
                and entertainment
            
            
            38,757
            
            
            11,981Other
                general and administrative expenses
            
            
            37,786
            
            
            32,061Total
                Operating Expenses
            
            
            2,160,094
            
            
            195,572Income
                (Loss) from Operation
            
            
            (1,914,316
            )
            
            971,187Other
                IncomeInterest
                income
            
            
            646
            
            
            721Total
                other income
            
            
            646
            
            
            721Income
                (Loss) before provision for Income Tax
            
            
            (1,913,670
            )
            
            971,908Provision
                for Income Tax
            
            
            -
            
            
            -Income
                before Minority Interest
            
            
            (1,913,670
            )
            
            971,908Minority
                Interest
            
            
            -
            
            
            -Net
                Income
            
            
            (1,913,670
            )
            
            971,908Other
                Comprehensive Income (Loss)Effects of Foreign Currency
                Conversion
            
            
            45,073
            
            
            24,083Comprehensive
                Income (Loss)
            
            $
            (1,868,597
            )
            $
            995,991Basic
                and fully diluted earnings (loss) per share
            
            $
            (0.05
            )
            $
            0.02Weighted
                average shares outstanding
            
            
            40,920,004
            
            
            40,000,000











**See
      Notes to Financial Statements.**











F-4





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF CHANGES** **IN
      SHAREHOLDERS' EQUITY (DEFICIT)**





**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**





Common
                Stock
              $0.001
                Par Value
            
            Additional
              Paid-in
            
            Statutory
            
            Retained
            
            Accumulated
                Other
              ComprehensiveShares
            
            Amount
            
            Capital
            
            Reserve
            
            Earnings
            
            Income
            
            TotalsBalances
                at January 1, 2005
            
            
            1,000
            
            $
            1
            
            $
            60,385
            
            $
            110,773
            
            
            977,715
            
            $
            -
            
            $
            1,148,874Common
                stock issued for acquisition of Gold Profit (reverse
                merger)
            
            
            40,000,000
            
            
            40,000
            
            
            (40,000
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Gold
                Profit share exchange
            
            
            (1,000
            )
            
            (1
            )
            
            1
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            971,908
            
            
            -
            
            
            971,908Appropriation
                to statutory reverse funds
            
            
            -
            
            
            -
            
            
            -
            
            
            93,367
            
            
            (93,367
            )
            
            -
            
            
            -Other
                comprehensive income effects of exchange rates
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            24,083
            
            
            24,083Balances
                at December 31, 2005
            
            
            40,000,000
            
            
            40,000
            
            
            20,386
            
            
            204,140
            
            
            1,856,256
            
            
            24,083
            
            
            2,144,865Reverse
                merger adjustment*
            
            
            11,040,050
            
            
            11,040
            
            
            (11,040
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,913,670
            )
            
            -
            
            
            (1,913,670
            )Adjustment
                to statutory reverse funds
            
            
            -
            
            
            -
            
            
            -
            
            
            (105,901
            )
            
            105,901
            
            
            -
            
            
            -Other
                comprehensive income effects of exchange rates
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            45,073
            
            
            45,073Balances
                at December 31, 2006
            
            
            51,040,050
            
            $
            51,040
            
            $
            9,346
            
            $
            98,239
            
            
            48,487
            
            $
            69,156
            
            $
            276,268





*
      The
      reverse merger adjustment represents the recording of the minority shareholders'
      shares outstanding at the time of the reverse merger.











**See
      Notes to Financial Statements**





F-5





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





For
                the Year EndedDecember
                31,2006
            
            2005Operating
                ActivitiesNet
                income (loss)
            
            $
            (1,913,670
            )
            $
            971,908Adjustments
                to reconcile net income (loss) to net cash provided (used) by operating
                activities:Depreciation
            
            
            56,092
            
            
            24,011Amortization
            
            
            67,544
            
            
            12,059Impairment
                of intangible assets
            
            
            284,328
            
            
            -Changes
                in operating assets and liabilities:(Increase)/Decrease
                in accounts receivable
            
            
            893,034
            
            
            237,737(Increase)/Decrease
                in prepaid expenses and others
            
            
            138,089
            
            
            (146,462
            )Increase/(Decrease)
                in accounts payable and accrued expenses
            
            
            45,287
            
            
            (320,821
            )Increase/(Decrease)
                in other payable
            
            
            (15,195
            )
            
            -Increase/(Decrease)
                in advance from customers
            
            
            -
            
            
            17,817Increase/(Decrease)
                in due to a related party
            
            
            57,679
            
            
            35,145Net
                cash provided (used) by operating activities
            
            
            (386,812
            )
            
            831,394Investing
                ActivitiesAddition
                to intangible assets
            
            
            -
            
            
            (361,776
            )Purchase
                of fixed assets
            
            
            (268,213
            )
            
            (24,739
            )Net
                cash (used) by investing activities
            
            
            (268,213
            )
            
            (386,515
            )Financing
                ActivitiesLoans
                from an officer
            
            
            (7,681
            )
            
            -Payback
                of loans from shareholders
            
            
            -
            
            
            (24,455
            )Net
                cash provided (used) by financing activities
            
            
            (7,681
            )
            
            (24,455
            )Increase
                (decrease) in cash
            
            
            (662,706
            )
            
            420,424Effects
                of exchange rates on cash
            
            
            76,147
            
            
            24,083Cash
                at beginning of the period
            
            
            636,539
            
            
            192,032Cash
                at end of the period
            
            $
            49,980
            
            $
            636,539Supplemental
                Disclosures of Cash Flow Information:Cash
                paid (received) during year for:Interest
            
            $
            -
            
            $
            -Income
                taxes
            
            $
            -
            
            $
            -Non-cash
                Transactions:Impairment
                of intangible assets
            
            $
            284,328
            
            $
            -









**See
      Notes to Financial Statements.**





F-6





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      1- ORGANIZATION AND OPERATIONS**





**Organization
      and Business Background**





The
      Bralorne Mining Company ("Bralorne" or 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. Currently, the Company principally engages in the business
      to
      provide telecommunication services in the People's Republic of China ("PRC'),
      through its wholly-owned subsidiary, Gold Profit (Asia)
      Group Limited ("Gold Profit").





On
      November 2, 2006, Bralorne entered into an Share Exchange Agreement (“the
      Agreement") with the sole shareholder of Gold Profit to exchange 40,000,000
      shares of common stock of Bralorne for 100% of the outstanding stock of Gold
      Profit. Upon the execution of the Agreement, Gold Profit became
      a
      wholly-owned subsidiary of Bralorne.





Gold
      Profit was incorporated as a limited liability company in the British Virgin
      Islands ( “BVI ”) under the BVI Business Companies Act on July 28, 2006, for the
      purpose of seeking and consummating a merger or acquisition with a business
      entity organized as a private corporation, partnership, or sole proprietorship
      as defined by Statement of Financial Accounting Standards (SFAS)
      No. 7 “Accounting and Reporting by Development Stage Enterprises”.





On
      September 8, 2006, Gold Profit entered into a Share Purchase Agreement with
      all
      the shareholders of Beijing Quan Tong Chang Information Service Limited a/k/a
      Beijing Smooth Global Information Services Ltd. ( ”QTC') to acquire 100% of
      QTC's registered capital for RMB500,000 (equivalent to US$60,386). Upon the
      completion of the this transaction, QTC became a wholly- owned
      subsidiary of Gold Profit.





Under
      the
      Company Law of PRC, QTC was incorporated in Beijing, PRC on August 2, 2003
      with
      a registered capital of $60,386. QTC is a telecommunication company focusing
      on
      providing telecommunication agency services and sale of self-developed
      enterprise internet phone solutions to customers
      in PRC.





QTC
      telecommunication agency services mainly focus on call time distribution and
      provide public phone users with access to China Netcom (Beijing) Corporation
      Limited ( “CNBJ ”) and China Netcom (Guangdong) Corporation Limited ( “CNGD ”)
      network via paid phones installed in universities,
      convenience shops and street corners which are managed but not necessary owned
      by QTC. Both CNBJ and CNGD are subsidiaries of China Netcom (Group) Company
      Limited, one of the largest telecommunications carriers in PRC. QTC signed
      non-exclusive distribution agreement with CNBJ and CNGD to distribute their
      traditional fixed line call times and Voice Over Internet Protocol (“VoIP”) call
      times in the PRC. CNBJ and CNGD collect the tariff from the customers and then
      share the tariff fee with QTC.





QTC
      also
      provides enterprise internet phone solutions to its customers, mainly the
      commercial buildings located in PRC, including design and implementation of
      VoIP
      systems and purchasing and installation of VoIP hardware and
      software.








F-7





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      1- ORGANIZATION AND OPERATIONS (continued)**





**Organization
      and Business Background (continued)**





The
      merger of Bralorne with Gold Profit results in a capital transaction accounted
      for as a reverse merger.
      The transaction was treated for accounting purposes as a recapitalization of
      the
      accounting acquirer (Gold Profit) and a reorganization of the accounting
      acquiree (Bralorne). Accordingly, the historical financial statements presented
      prior to the merger are the historical financial statements of Gold
      Profit, which includes Gold Profit's wholly-owned subsidiary, QTC.





Bralorne,
      Gold Profit, and QTC are hereafter referred to as the Company.





**Going
      Concern**





As
      reflected in the accompanying consolidated financial statements, the Company
      occurred an operation loss of $1,913,670 in the year ended December 31, 2006.
      The amount is significant, comparing with the Company's shareholders' equity.
      This factor raises substantial doubt about its ability to continue as a going
      concern. In view of the matters described above, recoverability of a major
      portion of the recorded asset amounts shown in the accompanying consolidated
      balance sheet is dependent upon continued operations of the Company, which
      in
      turn is dependent upon the Company's ability to raise additional capital, obtain
      financing and succeed in its future operations. The financial statements do
      not
      include any adjustments relating to the recoverability and classification of
      recorded asset amounts or amounts and classification of liabilities that might
      be necessary
      should the Company be unable to continue as a going concern.





Management
      has taken the following steps to revise its operating and financial
      requirements, which it believes are sufficient to provide the Company with
      the
      ability to continue as a going concern. The Company is actively pursuing
      additional funding and a potential merger or acquisition candidate and strategic
      partners, which would enhance stockholders' investment. Management believes
      that
      the above
      actions will allow the Company to continue operations through the next fiscal
      year.











F-8





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      2- SIGNIFICANT ACCOUNTING POLICIES**





**Basis
      of Presentation**





The
      accompanying consolidated financial statements are prepared in accordance with
      generally accepted accounting principles in the United States of America ("US
      GAAP"). This basis of accounting differs from that used in the statutory
      accounts of the Company, which are prepared in accordance with the "Accounting
      Principles of China " ("PRC GAAP"). Certain accounting principles, which are
      stipulated by US GAAP, are not applicable in the PRC GAAP. The difference between
      PRC GAAP accounts of the Company and its US GAAP financial statements is
      immaterial.





**Use
      of Estimates**





The
      consolidated financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States of America. In
      preparing these financial statements, management makes estimates and assumptions
      that affect the reported amounts of assets and liabilities in the balance sheets
      and revenues and expenses during the years reported. Actual results may differ
      from these estimates.





**Impairment
      of Intangible Assets**





The
      Company capitalized the external costs incurred to develop a telecommunication
      system by a third party, and amortized those costs over the estimated economic
      life of 5 years. This system would enable the Company to provide low costs
      international roaming services, and was developed for the Company's new business
      line, the international call forwarding services.





On
      November 27, 2006, when the carrying amount of the telecommunication system
      was
      $284,328, the Management decided to terminate the development of the
      international call forwarding services and believed the telecommunication system
      would bring no future economic benefit, and therefore wrote off its value to
      zero. This caused an impairment loss of $284,328, which was charged to
      operations.




















F-9





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      2- SIGNIFICANT ACCOUNTING POLICIES (continued)**





**Revenue
      Recognition**





The
      Company derives revenues from the provision of telecommunication agency services
      and sale of enterprise
      internet phone solutions. The Company recognizes its revenues net of related
      business taxes and value added taxes. In accordance with the SEC ’s Staff
      Accounting Bulletin No. 104, Revenue Recognition , QTC recognizes revenue when
      persuasive evidence of an arrangement exists, transfer of title has occurred
      or
      services have been rendered, the selling price is fixed or determinable and
      collectibility is reasonably assured.





**(a)
      Agency services revenue**





The
      Company contracted with CNBJ and CNGD for the distribution of their traditional
      fixed line and new VoIP call times. Call times agency services fee is generally
      recognized when the end user made a call through the pay phones managed by
      the
      Company. The tariff per call is according to the pricing policy
      of
      CNBJ and CNGD.





The
      tariff is initially collected from end users to CNBJ and CNGD, who in turn
      will
      pay the Company according to its percentage sharing as mentioned in the
      distribution agreement. The Company recognizes net revenues based on the total
      amount paid by end users. The Company does not recognize service revenue based
      on the records provided by its own server but will wait until the monthly
      reconciliation with CNBJ and CNGD 's billing statement is done. There is a
      time
      lag ranging
      from 30 days to 45 days between the end of the service period and the date
      CNBJ
      and CNGD send
      out
      their billing statements. The Company's dependence on the substance and timing
      of the billing systems of CNBJ and CNGD may require the management to estimate
      portions of the reported
      revenue for agency services from time to time. As a result, subsequent
      adjustments may have to be made to our agency services revenue in the financial
      statements.





The
      Company records the revenue on a net basis in compliance with EITF 99-19,
      "Reporting Revenues
      Gross as a Principle versus Net as an Agent" because the Company:





1.
      is not
      the primary obligor in the arrangement, as it relies on CNBJ and CNGD to
      transmit the telecommunication services to the end users;





2.
      has
      limited ability to adjust the cost of services by adjusting the design or
      marketing of the service;





3.
      has
      limited ability to determine prices, the Company must follow the price policy
      within ranges prescribed by CNBJ and CNGD;





4.
      has
      limited ability to assume risk of non-payment by customers.








F-10





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      2- SIGNIFICANT ACCOUNTING POLICIES (continued)**





**Revenue
      Recognition (continued)**





**(b)
      Enterprise internet phone solutions revenue**





Enterprise
      internet phone solutions include design and implementation of internet phone
      systems and purchasing
      and installation of related telecommunication hardware and software. The
      contracts are accounted for as one unit of accounting as the criteria for
      separation are not met, and revenue for billed amounts is recognized when
      customer ’s acceptance is obtained provided that no significant obligations
      remain. For amounts billed after acceptance, revenue is recognized upon cash
      receipt due to
      uncertainty of collectibility.





**Cost
      of Revenue**





**(a)
      Costs of agencies services**





Costs
      of
      services includes the costs of direct promotion and marketing, staff bonuses
      and
      commissions that are based on revenues, bandwidth leasing charges, rent,
      depreciation and platform maintenance
      costs.





**(b)
      Costs of enterprise internet phone solutions**





Costs
      of
      good sold consists of the cost of equipments, materials and labor that the
      Company sold to its
      enterprise internet phone solutions customers.





**Cash
      and Cash Equivalents**





Cash
      and
      cash equivalents are carried at cost and represent cash on hand, demand deposits
      placed with
      banks or other financial institutions and all highly liquid investments with
      an
      original maturity of
      three
      months or less as of the purchase date of such investments.





**Accounts
      Receivable**





Trade
      accounts receivable are recorded at the invoiced amount and do not bear
      interest. The allowance for doubtful accounts is the Management’s best estimate
      of the amount of probable credit losses in the Company’s existing accounts
      receivable. The Company determines the allowance based on historical write-off
      experience. The Company reviews its allowance for doubtful accounts on a regular
      basis. Past due balances over 90 days and over a specified amount are reviewed
      individually for
      collectibility. All other balances are reviewed on a pooled basis by industry.
      Account balances are charged off against the allowance after all means of
      collection have been exhausted and the potential for
      recovery is considered remote. The Company does not have any off-balance-sheet
      credit exposure related
      to its customers.





As
      of
      December 31, 2006, the Company did not record an allowance for doubtful
      accounts, nor have there been any write-offs since inception.








F-11





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      2- SIGNIFICANT ACCOUNTING POLICIES (continued)**





**Property
      and Equipment**





Plant
      and
      equipment are stated at cost less accumulated depreciation and accumulated
      impairment losses,
      if any. Depreciation is calculated on the straight-line basis over the following
      expected useful lives from the date on which they become fully operational
      and
      after taking into account their estimated
      residual values:





DepreciableLife
            
            ResidualValueNetwork
                and computer equipment
            
            5
                years
            
            4%Office
                equipment and furniture
            
            5
                years
            
            4%Leasehold
                Improvements
            
            5
                years (Lease duration)
            
            0%





Expenditure
      for maintenance and repairs is expended as incurred.





**Impairment
      of Long-life Assets**





Long-lived
      assets and certain identifiable intangibles are reviewed for impairment whenever
      events or
      changes in circumstances indicate that the carrying amount of an asset may
      not
      be recoverable. Recoverability of assets to be held and used is measured by
      a
      comparison of the carrying amount of an asset to future net cash flows expected
      to be generated by the asset. If such assets are considered to be impaired,
      the
      impairment to be recognized is measured by the amount by which the carrying
      amount of the assets exceeds the fair value of the assets. Assets to be disposed
      of are reported at the lower
      of
      the carrying amount or fair value less costs to sell.





**Research
      and Development Costs**





Research
      and development costs are expensed when incurred. The major components of these
      research and development costs are the labor cost. Research and development
      costs amounted to $2,270
      and $18,136 for the years ended December 31, 2006 and 2005,
      respectively.





**Advertising
      Costs**





The
      Company expenses advertising costs as incurred in accordance with the American
      Institute of Certified Public Accountants ( “AICPA ”) Statement of Position
      93-7, “Reporting for Advertising Costs ”. Advertising expenses amounted to
      $2,180 and $2,465 for the years ended December 31, 2006
      and
      2005, respectively.


**Comprehensive
      Income**





Statement
      of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
      Income,” establishes standards for reporting and display of comprehensive
      income, its components and accumulated balances. Comprehensive income as defined
      includes all changes in equity during a period from non-owner sources.
      Accumulated comprehensive income, as presented in the accompanying statement
      of
      changes in shareholders' equity consists of changes in unrealized gains and
      losses on foreign currency translation. This comprehensive income is not
      included in the computation of income tax expense or benefit.











F-12





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      2- SIGNIFICANT ACCOUNTING POLICIES (continued)**





**Foreign
      Currencies Translation**





The
      functional currency of the Company is Renminbi ( “RMB ”). Transactions
      denominated in currencies
      other than RMB are translated into RMB at the exchange rates quoted by the
      People ’s Bank of China (“PBOC”) prevailing at the date of the transactions.
      Monetary assets and liabilities denominated in foreign currencies are translated
      into RMB using the applicable exchange rates quoted by the PBOC at the balance
      sheet dates. Exchange differences are included in the statements of changes
      in
      shareholders' equity. Gain and losses resulting from foreign currency
      transactions are included
      in operations.





The
      Company ’s financial statements are translated into the reporting currency, the
      United States Dollar (“US$”), using exchange rates in effect at each year end
      for assets and liabilities and average exchange rates during each reporting
      year
      for the consolidated statements of operations. Contributed capital accounts
      are
      translated using the historical rate of exchange when capital is injected.
      Translation adjustments resulting from translation of these consolidated
      financial statements are reflected
      as accumulated other comprehensive income in the
      shareholders’equity.





Translation
      adjustments resulting from this process are included in accumulated other
      comprehensive income (loss) in the consolidated statement of changes in
      shareholders ’equity and amounted to $70,170 and $24,083 as of December 31, 2006
      and 2005, respectively. The balance sheet amounts with the exception of equity
      at December 31, 2006 were translated at 7.80 RMB to $1.00 USD as compared to
      8.06 RMB at December 31, 2005. The equity accounts were stated at their
      historical rate. The average translation rates applied to income statement
      accounts for the years ended
      December 31, 2006 and 2005 were 7.96 RMB and 8.11 RMB,
      respectively.





**Segment
      Reporting**





SFAS
      No.
      131 “Disclosures about Segments of an Enterprise and Related
      Information”establishes standards for reporting information about operating
      segments on a basis consistent with the Company’s internal organization
      structure as well as information about geographical areas, business segments
      and
      major customers in financial statements. The Company operates in two principal business
      segments.





**Fair
      Value of Financial Instruments**





The
      carrying value of the Company’s financial instruments, which include cash and
      cash equivalents, accounts receivables and payables, and amounts due from/to
      shareholders, approximate fair value due
      to
      the short maturities of those instruments.





**Related
      Parties**





For
      the
      purposes of these financial statements, parties are considered to be related
      to
      the Company if the Company has the ability, directly or indirectly, to control
      the party or exercise significant influence over the party in making financial
      and operating decisions, or vice versa, or where the Company and the party
      are
      subject to common control or common significant influence. Related parties
      may be individuals or other entities.








F-13





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      2- SIGNIFICANT ACCOUNTING POLICIES (continued)**





**Income
      Taxes**





The
      Company accounts for income tax using SFAS No. 109 “Accounting for Income
      Taxes”, which requires
      the asset and liability approach for financial accounting and reporting for
      income taxes. Under this approach, deferred income taxes are provided for the
      estimated future tax effects attributable to temporary differences between
      financial statement carrying amounts of assets and liabilities and their
      respective tax bases, and for the expected future tax benefits from loss carry-
      forwards and provisions, if any. Deferred tax assets and liabilities are
      measured using the enacted tax rates expected in the years of recovery or
      reversal and the effect from a change in tax rates is recognized in the
      statement of operations in the period of enactment. A valuation allowance is
      provided to reduce the amount of deferred tax assets if it is considered more
      likely than not that some portion
      of, or all of the deferred tax assets will not be realized.





**Recently
      Issued Accounting Standards**





In
      December 2004, the Financial Accounting Standards Board ( “FASB ”) issued SFAS
      No.123R, "Share-Based Payment" ("SFAS 123R"). SFAS 123R revises FASB Statement
      No. 123 "Accounting for Stock-Based Compensation" and supersedes APB Opinion
      No.
      25 "Accounting for Stock Issued to Employees". SFAS 123R requires all public
      and
      non-public companies to measure and recognize compensation expense for all
      stock-based payments for services received at the grant-date fair value, with
      the cost recognized over the vesting period (or the requisite service period).
      SFAS 123R is effective
      for small business issuers for all interim periods beginning after December
      15,
      2005.





The
      adoption of SFAS 123R did not have a material impact on the Company's financial
      statements or results of operations. SFAS No. 123R permits public companies
      to
      adopt its requirements using one of two methods. A “modified prospective ”
method in which compensation cost is recognized beginning with the effective
      date (a) based on the requirements of SFAS No. 123R for all share- based
      payments granted after the effective date and (b) based on the requirements
      of
      SFAS No. 123 for all awards granted to employees prior to the effective date
      of
      SFAS No. 123R that remain unvested on the effective date. A “modified
      retrospective”method which includes the requirements of the modified prospective
      method described above, but also permits entities to restate based on the
      amounts previously recognized under SFAS No. 123 for purposes of pro forma
      disclosures either (a) all prior periods presented or (b) prior interim periods
      of the year of adoption. The Company has yet to
      determine which method to use in adopting SFAS No. 123R.





In
      November 2004, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standard ("SFAS") No. 151 "Inventory Costs
      -
      an amendment of ARB No. 43, Chapter 4" ("SFAS 151"). This statement amends
      the
      guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
      accounting for abnormal amounts of idle facility expense, freight, handling
      costs, and wasted material (spoilage). SFAS 151 requires that those items be
      recognized as current-period charges. In addition, this Statement requires
      that
      allocation of fixed production overheads to costs of conversion be based upon
      the normal capacity of the production facilities. The provisions of SFAS 151
      are
      effective for fiscal years beginning after June 15, 2005. As such, the Company
      has adopted these provisions, if any, at the beginning of the fiscal year
      2006.











F-14





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      2- SIGNIFICANT ACCOUNTING POLICIES (continued)**





**Recently
      Issued Accounting Standards (continued)**





In
      December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets
      -
      an amendment
      of APB Opinion No.29" ("SFAS 153"). SFAS 153 replaces the exception from fair
      value measurement in APB Opinion No. 29 for non-monetary exchanges of similar
      productive assets with a general exception from fair value measurement for
      exchanges of non-monetary assets that do not have commercial substance. A
      non-monetary exchange has commercial substance if the future cash flows of
      the
      entity are expected to change significantly as a result of the exchange. SFAS
      153 is effective for all interim periods beginning after June 15, 2005. The
      adoption of SFAS 153 did not have
      a
      material impact on the Company's financial statements or results of
      operations.





In
      May
      2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections
      -
      a replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS 154").
      SFAS
      154 changes the requirements for the accounting for and reporting of a change
      in
      accounting principle. These requirements apply to all voluntary changes and
      changes required by an accounting pronouncement in the unusual instance that
      the
      pronouncement does not include specific transition provisions. SFAS 154 is
      effective for fiscal years beginning after December 15, 2005. As such, the
      Company has adopted
      these provisions, if any, at the beginning of the fiscal year ended December
      31,
      2006.





In
      February 2006, the FASB issued SFAS Statement No. 155, “Accounting for Certain
      Hybrid Financial Instruments— an amendment of FASB Statements No. 133 and
      140”("SFAS 155"). This Statement amends FASB Statements No. 133, Accounting for
      Derivative Instruments and Hedging Activities, and No. 140, Accounting for
      Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
      This Statement resolves issues addressed in Statement 133 Implementation Issue
      No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial
      Assets.”





This
      Statement permits fair value re-measurement for any hybrid financial instrument
      that contains an embedded derivative that otherwise would require bifurcation,
      clarifies which interest-only strips and principal-only strips are not subject
      to the requirements of Statement 133, establishes a requirement to evaluate
      interests in securitized financial assets to identify interests that are
      freestanding derivatives or that are hybrid financial instruments that contain
      an embedded derivative requiring bifurcation, clarifies that concentrations
      of
      credit risk in the form of subordination are not embedded derivatives and amends
      Statement 140 to eliminate the prohibition on a qualifying special- purpose
      entity from holding a derivative financial instrument that pertains to a
      beneficial interest other than another derivative financial instrument. SFAS
      155
      is effective for all financial instruments acquired or issued for the Company
      for fiscal year begins after September 15, 2006. The adoption of this standard
      is not expected to have a material effect on the Company ’s results of operations
      or financial position.











F-15





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      2- SIGNIFICANT ACCOUNTING POLICIES (continued)**





**Change
      of Fiscal Year Ending**





On
      December 28, 2006, the Company change its fiscal year ending from November
      30 to
      December 31.
      As a
      capital transaction accounted for as a reverse merger, The Company's historical
      financial statements presented prior to the merger are the historical financial
      statements of accounting acquirer, Gold Profit, whose fiscal year ending is
      December 31. Therefore, the Management believes the Company does not need to
      file a transition report in order to substantially compliance with the requirements
      of Rule 13a-10.





**Note
      3-** **ACCOUNTS
      RECEIVABLE**





Accounts
      receivable consists of the following:




December
                31,2006Accounts
                receivable
            
            $
            71,997less:
                Allowance for bad debt
            
            
            -Accounts
                receivable, net
            
            $
            71,997





The
      majority of the Company ’s sales are on open account terms and in accordance
      with terms specified
      in the contracts governing the relevant transactions. The Company evaluates
      the
      need of an allowance for doubtful accounts based on specifically identified
      amounts that management believes to be uncollectible. If actual collections
      experience changes, revisions to the allowance may be required. Based upon
      the
      aforementioned criteria, management has determined that no provision for uncollectible
      accounts is required as of December 31, 2006.





**Note
      4- PROPERTY AND EQUIPMENT, NET**





The
      following is a summary of property, plant and equipment-at cost, less
      accumulated depreciation:





December
                31,2006Network
                and computer equipment
            
            $
            112,359Office
                equipment and furniture
            
            
            66,465Leasehold
                Improvements
            
            
            223,881402,705Less:
                Accumulated depreciation
            
            
            (110,919
            )Total
            
            $
            291,786





Depreciation
      expense charged to operations was $56,092 and $24,011 for the years ended
      December 31, 2006 and 2005, respectively.











F-16





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      5- ACCRUED EXPENSES**





Accrued
      expenses comprised of:





December
                31,2006Welfare
                payable
            
            $
            13,443Accrued
                professional fees
            
            
            65,922$
            79,365





**Note
      6- DUE TO A RELATED PARTY**





Due
      to a
      related party consists of the following:





December
                31,2006Due
                to Ms. Zheng, Shuying - short-term loans
            
            $
            7,681Due
                to Ms. Zheng, Shuying - rent payable
            
            
            49,998$
            57,679





**Short-term
      Loan**





Short-term
      loans are temporally loans from Ms. Zheng, Shuying, the CEO of QTC, to finance
      the Company’s
      operation. These loans are unsecured, non-interest bearing and have no fixed
      terms of repayment, therefore, deemed payable on demand. Cash flows from these
      activities are classified as cash flows from financing activates. The total
      borrowing from Ms. Zheng, Shuying was $7,681 and $0
      in
      2006 and 2005, respectively.





**Rent
      payable**





The
      Company rents office premise at the market rate from Ms. Shuying Zheng. The
      lease is non- cancelable and will expire in June 2010. Rent expense amounted
      to
      $15,068 and $14,796 for the years ended December 31, 2006 and 2005,
      respectively. There was an outstanding balance of $49,998
      owed to the landlord as of December 31, 2006 because the Company has not made
      any rental payments yet. At December 31, 2006, future minimum lease payments
      for
      the lease are as follows:





Year
                  ending
                December
                  31,2007
            
            $
            15,3842008
            
            
            15,3842009
            
            
            15,3842010
            
            
            15,384$
            61,536













F-17





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      7- INCOME TAXES**





The
      Company is subject to taxes in PRC. Pursuant to the PRC Income Tax Laws, the
      Company is generally
      subject to enterprise income tax (“EIT”) at a statutory rate of 33% (30%
      national income tax plus 3% local income tax). According to “Inland Revenue Law
      No. [2002] 208 from Finance Department”, if an entity employed a required number
      of unemployed labor force for a term of three years,
      it
      will be eligible to claim a full exemption from EIT , business taxes, city
      construction levy and
      education surcharge for a three-year period. The Company fulfilled the criteria
      and its tax exemption
      claim was approved by the Beijing Local Taxation Bureau (Shunyi Branch). As
      a
      result, the Company exempted from EIT from September 2003 to December 2005,
      and
      exempted from business taxes, city construction levy and education surcharge
      from January 2004 to December 2006.





The
      provision for income taxes consists of the following:





For
                the Year EndedDecember
                31,2006
            
            2005Provision
                for US Income Tax
            
            $
            -
            
            $
            -Provision
                for PRC income tax
            
            
            -
            
            
            -Total
                provision for income taxes
            
            $
            -
            
            $
            -





The
      following table reconciles the US and PRC statutory rates to the Company’s
      effective tax rate:





For
                the Year EndedDecember
                31,2006
            
            2005U.S.
                Statutory rate
            
            34.00%
            
            34.00%Foreign
                income not recognized in USA
            
            -34.00%
            
            -34.00%China
                income taxes
            
            33.00%
            
            33.00%Effect
                of tax holiday
            
            -33.00%
            
            -33.00%Effective
                income tax rate
            
            0.00%
            
            0.00%





**Note
      8- COMMON STOCK**





On
      November 2, 2006, the Company executed a Share Exchange Agreement with Gold
      Profit, pursuant
      which the Company acquired all of the outstanding stock of Gold Profit in return
      for an issuance of 40,000,000 shares of its common stock to Gold Profit ’s
      shareholder. Since this transaction was treated for accounting purposes as
      a
      capital transaction and reverse merger, the issuance of 40,000,000 shares of
      common has been report in 2005, as if it had happened in the earliest
      period presented in this consolidated financial statements.











F-18





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      9- SEGMENT REPORTING**





The
      Company operates in two reportable business segments that are determined based
      upon differences
      in products and services. The Company does not allocate any operating expenses
      or assets to its two business segments as management does not use this
      information to measure the performance of the operating segments. Certain costs
      of revenues are shared between business segments. These costs, including staff
      costs, bandwidth leasing charges and depreciation, were allocated to the
      telecommunication agency services and enterprise internet phone solutions
      segments in proportion to their gross margin contribution before the allocation
      of these costs. Also, no measures of assets by segment are reported and used
      by
      the chief operating decision maker. Hence, the Company has not made disclosure
      of total assets by reportable segment.





Summarized
      information by business segment for the years ended December 31, 2006 and 2005 is
      as
      follows:





For
                the YearEnded
              December
                31,2006
            
            2005**REVENUE**Agency
                services
            
            $
            824,656
            
            $
            1,515,520Enterprise
                internet phone solutions
            
            
            52,973
            
            
            400,000**GROSS
                PROFITS**Agency
                services
            
            $
            197,187
            
            $
            786,179Enterprise
                internet phone solutions
            
            
            48,591
            
            
            380,580






































F-19





**THE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      10- CHINA CONTRIBUTION PLAN AND STATUTORY RESERVES**





**(a)
      China contribution plan**





Full-time
      employees of the Company are entitled to staff welfare benefits including
      medical care,
      welfare subsidies, unemployment insurance and pension benefits through a China
      government-mandated multi-employer defined contribution plan. The Company is
      required to accrue for these benefits based on certain percentages of the
      employees ’salaries. The total contributions made for such employee benefits
      were $11,825 and $10,489 for the years ended December
      31, 2006 and 2005, respectively.




**(b)
      Statutory reserves**





The
      Company is required to make appropriations to reserve funds, comprising the
      statutory surplus
      reserve, statutory public welfare fund and discretionary surplus reserve, based
      on after- tax net income determined in accordance with the PRC GAAP.
      Appropriation to the statutory surplus
      reserve should be at least 10% of the after-tax net income until the reserve
      is
      equal to 50% of its registered capital. Appropriations to the statutory public
      welfare fund are at 5% to 10% of the after-tax net income. The statutory public
      welfare fund is established for the purpose of
      providing employee facilities and other collective benefits to the employees
      and
      is non- distributable
      other than in liquidation. No appropriations to the discretionary surplus
      reserve are made at the discretion of the Board of Directors.





In
      2005,
      $62,245 was contributed to the statutory surplus reserve fund, and $31,122
      was
      contributed to the statutory public welfare fund. As of December 31, 2005,
      the
      Company has made appropriations of $136,094 to the statutory surplus reserve
      fund, and $68,046 to the statutory public welfare fund. Since the amount of
      the
      statutory surplus reserve fund is more than 50% of QTC's registered capital
      ($60,386), the Management decided to reduce the reserve to the statutory surplus
      reserve fund to $30,193 in 2006, which is 50% of QTC's registered capital as
      required by PRC laws. This decreased $105,901 in the statutory surplus reserve
      fund, and increase the same amount in the retained earnings. No appropriations
      was made to the statutory public welfare fund in 2006 due to the
      loss.





Statutory
      reserves consists of the following:





December
                31,
            
            December
                31,2006
            
            2005Statutory
                surplus reserve fund
            
            $
            30,193
            
            $
            136,094Statutory
                public welfare fund
            
            
            68,046
            
            
            68,046Total
                statutory reserves
            
            $
            98,239
            
            $
            204,140











F-20





**HE
      BRALORNE MINING COMPANY AND SUBSIDIARIES**





**NOTES
      TO FINANCIAL STATEMENTS**








**Note
      11- CONCENTRATIONS AND RISKS**





**(a)
      Major Customers**





Substantially
      all of the telecommunication agency services revenues for the years ended December
      31, 2006 and 2005, are derived from CNBJ and CNGD. The Company is entitled
      to a
      percentage of the revenues earned from users of their services. If the strategic
      relationship with either
      CNBJ and CNGD is terminated or scaled-back, or if CNBJ and CNGD alter the co-
      operative arrangements, the Company’s telecommunication agency services revenue
      might be adversely affected.





Revenue
      from each of CNBJ and CNGD for the years ended December 31, 2006 and 2005 were summarized
      as follows:





For
                the Year Ended
              December
                31,2006
            
            2005CNBJ
            
            $
            577,238
            
            $
            1,048,981CNDG
            
            
            247,388
            
            
            466,539Total
            
            $
            824,626
            
            $
            1,515,520





Accounts
      receivable from each of CNBJ and CNGD as of December 31, 2006 and 2005 were
      summarized as follows:





As
                of December 31,2006
            
            2005CNBJ
            
            $
            1,359
            
            $
            733,038CNDG
            
            
            -
            
            
            -Total
            
            $
            1,359
            
            $
            733,038





**(b)
      Credit Risk**





Financial
      instruments that potentially subject to credit risk consist principally of
      trade receivables.
      The Company believes the concentration of credit risk in its trade receivables
      is substantially mitigated by its ongoing credit evaluation process and
      relatively short collection terms. The Company does not generally require
      collateral from customers. The Management evaluates the need for an allowance
      for doubtful accounts based upon factors surrounding the credit
      risk of specific customers, historical trends and other
      information.








**Note
      12- COMMITMENTS AND CONTINGENCIES**





The
      Company faces a number of risks and challenges not typically associated with
      companies in North America and Western Europe, since its assets exist solely
      in
      the PRC, and its revenues are derived from its operations therein. The PRC
      is a
      developing country with an early stage market economic
      system, overshadowed by the state. Its political and economic systems are very
      different from the more developed countries and are in a state of change. The
      PRC also faces many social, economic and political challenges that may produce
      major shocks and instabilities and even crises, in both its domestic arena
      and
      in its relationships with other countries, including the United States. Such
      shocks, instabilities and crises may in turn significantly and negatively affect
      the Company's performance.








F-21





SIGNATURES





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





**The
                Bralorne Mining Company**By:
            /s/
                Zheng ShuyingZheng
                Shuying, Chief Executive Officer





In
      accordance with the Exchange Act, this Report has been signed below on April
      13,
      2007 by the following persons, on behalf of the Registrant and in the capacities
      and on the dates indicated.





/s/
      Zheng Shuying


Zheng
      Shuying, Director,


Chief
      Executive Officer,


Chief
      Financial Officer





/s/
      Guan Da Wei


Guan
      Da
      Wei, Director





/s/
      Liu Meifeng


Liu
      Meifeng, Director



























* 
* 
* 
* 
      *




20