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


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

                                   FORM 10-KSB

(X )     ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT
         OF 1934

                   For the fiscal year ended November 30, 2004
                                             -----------------

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



                        For the transition period from      to
                                                      ------   ------

                        Commission file number 000-32181

                           THE BRALORNE MINING COMPANY
              -----------------------------------------------------
                 (Name of small business issuer in its charter)


          Nevada                                            98-0372780
---------------------------------           ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)


1055 West Hastings Street, Suite 1980, Vancouver, B.C., Canada          V6E 2E9
--------------------------------------------------------------       -----------
         (Address of principal executive offices)                     (Zip Code)

Issuer's telephone number      (604) 782-2198
                           ------------------

Securities registered under Section 12(b) of the Exchange Act:

           Title of each share                         Name of each exchange on
                                                            which registered

Common Shares with par value of $0.001 per share                  N/A
------------------------------------------------              -------------


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 and 15(d) of the  Exchange Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days Yes [X] No [ ]

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

State issuer's revenues for its most recent fiscal year:      NIL

State the aggregate market value of the voting or 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 asked  price of such  common  equity,  as of a
specified date within the past 60 days. $1,510,013 as at March 23, 2005

State the number of shares outstanding of each of the issuer's classes of common
equity, as at the latest practicable date.

      11,040,050 common shares with a par value of $0.001 per share as at
      --------------------------------------------------------------------
                                 March 23, 2005
                                 --------------

                       DOCUMENTS INCORPORATED BY REFERENCE

Refer to Item 6 - Exhibits and Reports on Form 8-K

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

<page>


                                TABLE OF CONTENTS

================================================================================
<table>
<caption>

                                     PART 1
                                                                                                    Page

              <c>                                                                                <c>
Item 1.          Description of Business                                                                3

Item 2.          Description of Property                                                                6

Item 3.          Legal Proceedings                                                                     11

Item 4.          Submission of Matters to a Vote of Security Holders                                   11

                                                      PART 11

Item 5.          Market for Common Equity and Related Stockholder Matters.                             11

Item 6.          Management's Discussion and Analysis or Plan of Operation.                            12

Item 7.          Financial Statements.                                                                 13

Item 8.          Changes  in and  Disagreements  With  Accountants  on  Accounting  and  Financial
                 Disclosure.                                                                           21

Item 8A          Controls and Procedures.                                                              21

                                                     PART 111

Item 9.          Directors,  Executive  Officers,  Promoters and Control Persons;  Compliance with
                 Section 16(a) of the Exchange Act.                                                    22

Item 10.         Executive Compensation                                                                25


Item 11.         Security  Ownership  of Certain  Beneficial  Owners and  Management  and  Related
                 Stockholder Matters.                                                                  26

Item 12.         Certain Relationships and Related Transactions.                                       27

Item 13.         Exhibits and Reports on Form 8-K.                                                     27

Item 14.         Principal Accountant Fees and Service.                                                28

                 Signatures                                                                            29

</table>
                                      -2-

<page>

                                     PART 1

                         ITEM 1. DESCRIPTION OF BUSINESS
================================================================================

History and Organization

The Bralorne Mining Company, a Nevada corporation,  was incorporated on December
2, 1998.  The Company  has no  subsidiaries  and no  affiliated  companies.  The
Company has not been in bankruptcy,  receivership or similar  proceedings  since
its inception.  The Company has not had any material  reclassification,  merger,
consolidation of its common shares, or purchase or sale of a significant  amount
of assets not in the ordinary course of business.

The Company's  executive offices are located at 1055 West Hastings Street,
Suite 1980,  Vancouver,  British Columbia,  Canada, V6E 2E9
(Tel: 604-688-8002).

The Company's  Articles of Incorporation  currently  provide that the Company is
authorized to issue  200,000,000  shares of common  stock,  par value $0.001 per
share. As at November 30, 2004, there were 11,040,050 shares outstanding.

The  Company  intends to make an  application  for a quotation  on the  National
Association of Securities Dealers, Inc. OTC Bulletin Board (the "OTCBB").

Since  inception,  the  Company  has been  engaged in the  exploration  its sole
mineral  claim,  the.  Golden  claim  located  in the  Bralorne  area of British
Columbia,  Canada and has performed  assessment  work sufficient to maintain the
claim in good standing with the Ministry of Mines and Energy for the Province of
British Columbia.

No ore reserve has been discovered on the Golden claim since the Company has not
yet  undertaken  a major  exploration  program.  Even  with a major  exploration
program, there is no assurance an ore body will ever be discovered.  The Company
does not have  sufficient  funds  to  undertake  the  exploration  necessary  to
determine  whether the Golden claims has economic  quantities of minerals unless
it obtains  funds from its directors  and officers or issues  further  shares in
exchange for funding.  At the present time, the directors do not know which type
of funding  they will  attempt to attract  for the  Company.  The Company has no
sources of revenue either from the Golden claim or any other asset.

The Company will have to adhere to certain  governmental  regulations  regarding
mining when, and if, it makes a decision to explore the Golden claim.

The Company does not have any full time employees and the directors and officers
devote such time as is required to attend to the affairs of the Company.  Once a
major  exploration  program  commences,  the Company  will need its  officers to
devote more time to the activities of the Company or it will be required to hire
consultants to undertake the work.

The Company has not delivered its annual  reports to its  shareholders.  Once it
has  obtained  a  quotation  on either  the OTCBB,  it will  distribute  certain
documents, including financial statements, to shareholders of record. Presently,
the Company files with the United States Securities and Exchange  Commission its
annual reports and interim reports on Forms 10-KSB and 10-QSB.

                                      -3-

<page>

The public may read and copy any material the Company  files with the SEC at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,  D.C., 20549.
The public may obtain  information on the operation of the Public Reference Room
by calling the SEC at  1-800-SEC-0330.  The Company is an  electronic  filer and
therefore  the public can review the  Company's  filing on the SEC Internet site
that contains reports, proxy, and information statements,  and other information
regarding  the Company.  This  information  can be obtained by accessing the SEC
website address at http://www.sec.gov.

Risk Factors

There are certain  risk  factors  that relate to the  exploration  of the Golden
claims as follows:

1.       Exploration and mining activities on the Golden claim will involve a
high degree of risk

         Exploration and eventually mining  operations  generally involve a high
degree of risk.  Hazards  such as unusual  or  unexpected  formations  and other
conditions  are  involved.  The  Company  may become  subject to  liability  for
pollution,  cave-ins or hazards  against  which it cannot insure or which it may
not elect to  insure.  The  payment  of such  liabilities  may have a  material,
adverse  effect on the Company's  results of operations or financial  condition,
and its ability to continue as a going concern.

2.       Environmental concerns and various governmental regulations regarding
the Golden claim

Prior to commencing mining operations on its mining claim, the Company must meet
certain environmental requirements. Compliance with these requirements may prove
to be difficult  and  expensive.  The  Province of British  Columbia has enacted
statutory  provisions to protect the Crown's property.  The primary regulations,
or Acts,  to which the  Company  must  adhere  include  the  "Timber  Harvesting
Practices  Regulations",  "Mineral  Tenure Act",  "Coal Act" and "Forestry Act".
Each of the former Acts has its own environmental  concerns to which the Company
must adhere. The Company might be liable for pollution or other violations if it
does  not  properly   comply  with  the   requirements   of  the  various  Acts.
Environmental concerns relate to the use and supply of water, the animal life in
the area, fish living in the streams, the need to cut timber and removal of soil
above the hard rock. No building or fixtures of any form can be erected  without
the prior  approval  of the  District  Inspector  for the  Province  of  British
Columbia.  The cost and effect of  compliance  with these  strict  environmental
requirements  are unknown to the  Company at this time and cannot be  reasonably
estimated.  There is no assurance  that the Company  will have the  resources or
ability to comply  with  these  Acts.  Failure  to comply  could have a material
adverse effect on the Company's  results of operations,  financial  condition or
ability to continue as a going concern. The Company is unable to assess what the
cost would be to adhere to the various environmental requirements.

3.       Title to the Golden claim might be uncertain

While the Company has obtained the usual  industry  standard  title reports with
respect to the Golden  claim,  this should not be  construed  as a guarantee  of
title.  The Golden property may be subject to prior  unregistered  agreements or
transactions  or native  land  claims and title may be  affected  by  undetected
defects.  Certain of the units  within the claim group may be under  dispute and
the  ultimate  resolution  of a  dispute  may  result in the loss of all of such
property or a reduction in the Company's  interest  therein.  It may be the case
that unless and until a significant  value is established for any mineral rights
or claims,  any dispute relating to any of the units will not be brought forward
or discovered by the Company.

4.     Refining the ore might prove to be difficult in the Bralorne mining area

Even if there exists a commercially  viable ore body on the Golden claim,  there
may be  substantial  competition  for the use of the mill at the Bralorne  area.
This is due to the mill being owned by another company who is mining in the same
area  that the  Company  is  exploring  its  property.  It might  have full mill
capacity and hence not wish to accept  tonnage from other  companies.  This will
result in the Company having to transport its ore to mills located some distance

                                      -4-

<page>

from the Bralorne area. The cost of such transportation could be high and result
in the refining of the ore to be uneconomical.

5.       The Golden claim is the only property owned by the Company

Presently the Company only has an interest in the Golden claim and does not have
the rights to any minerals on any other  claims.  In the event that  exploration
activities  do not prove a viable ore  reserve  the  Company  will have no other
properties to explore and might be forced to cease its operations  unless it can
obtain other properties.

6.       Mining experience by management

Other than Dr. Y.B. Ian He, none of the Company's  directors has a background in
the exploration and development of mineral claims.  Therefore,  the Company will
be required to use the assistance of geologists and  consultants to assist it in
the exploration of the Golden claim.  Such services are expensive,  and there is
no   assurance   that  the  Company  will  have  the  ability  to  retain  these
professionals.  Also, as a result of this inexperience, the Company's management
may not be fully aware of the specific  requirements  related to working in this
industry.  Their  decisions  and  choices  may not be well  thought  out and the
Company's  operations,  earnings  and  ultimate  financial  success  may  suffer
irreparable harm as a result.

Business of the Issuer

In addition to exploring and developing, if warranted, its mineral property, the
Company  plans  to seek  out  additional  mineral  properties  either  by way of
purchase,  staking or joint  venturing.  To date,  the Company does not have the
funds to seek out  other  mineral  properties  and  will be using  any  funds it
obtains in the future to undertake exploration work on the Golden claim.

(1)      Principal products or services and their market

The Company does not have any principal product,  which in its case would be the
production of minerals. The Company offers no services and therefore there is no
market  for its  product  and  services  which  are  non-existent.  There is the
distinct  possible that the Company will never have any minerals  extracted from
the Golden claims to sell and to earn revenue by rendering some form of service.

(2)      Distribution methods of the product or service

Since the Company has no product or offers no services there is no  distribution
methods which must be addressed herein.

(3)      Status of any publicly announced new product or service

The Company  has not  announced  any new product or service to the public  since
there are none.

(4)      Competitive  business  conditions  and the small  business  issuer's
         competitive position in the industry and methods of competition

In Canada,  there are numerous  mining and exploration  companies,  both big and
small,  and competition  among these  companies is intense.  All of these mining
companies  are  seeking   properties  of  merit,   availability   of  funds  and
distribution  of their  minerals.  The Company will have to compete against such
companies to acquire the funds to further develop and explore its mineral claim.
The  availability of funds for exploration is extremely  limited and the Company
might find it difficult to compete with larger and more well-known companies for
capital.  Even though the  Company  has the rights to the  minerals on its claim
there is no guarantee it will be able to raise sufficient funds in the future to
maintain its mineral claim in good standing, complete exploration or develop its

                                      -5-

<page>

claims.   Therefore,   if  the  Company  does  not  have  sufficient  funds  for
exploration,  the claim  might  lapse and be staked by other  mining  interests,
which would  represent a complete  loss of all rights to the claim.  The Company
might be forced to seek a joint venture  partner to assist in the development of
its mineral claim. In this case,  there is the possibility the Company might not
be able to pay its  proportionate  share of the  exploration  costs and might be
diluted to an insignificant carried interest.

The exploration business is highly competitive and highly fragmented,  dominated
by both large and small mining  companies.  Success will largely be dependent on
the  Company's  ability to attract  talent  from the mining  field.  There is no
assurance the Company's mineral expansion plans will be realized.

(5)      Sources and availability of raw materials and the names of principal
         suppliers

During the exploration stage the Company can obtain most of its supplies and raw
materials from the town of Gold Bridge located near the Golden claim.  Basically
the supplies  required will be purchased  from the local  hardware  store in the
area.

(6)      Dependence on one or a few major customers

The  Company is not  dependent  on any major  customers  and if the Golden  ever
becomes a mineral  claim with a viable ore reserve it will not be  dependent  on
any one customer if its end product is gold.

(7)      Patents, trademarks, licenses, franchises, concessions, royalty
         agreements or labor contracts, including duration

The  Company  has  no  patents,  trademarks,  licenses  nor is  involved  in any
franchise or concession  arrangements  and has not  participated  in any royalty
agreements or labor controls.

(8)      Estimates of amounts spent in the last two fiscal years on research and
         development activities

The Company has not spent any money during the last two fiscal years on research
and development activities.

(9)      Cost and effects of compliance with environmental laws

Presently  during the  exploration  stage,  the Company  will not incur any cost
related to  compliance  with  environmental  laws.  Once a  decision  is made to
undertake  a  drilling  program  which  will  require  the  removal of trees and
overburden,  the Company will have to adhere to various Acts  legislated  in the
Province of British Columbia.

All dollar  amounts  shown in this  document  are  stated in US  dollars  unless
otherwise noted.


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

                         ITEM 2. DESCRIPTION OF PROPERTY

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

The Golden claim  consisted  originally  of nine mineral  claim units,  situated
within the Bridge River gold camp near the town of Gold Bridge,  113 miles north
of Vancouver,  British Columbia,  Canada. The mineral rights to the Golden claim
are 100 percent owned by the Company. The Golden claim is registered in the name
of Edward Skoda, a former director of the Company.  He has issued a Bill of Sale
Absolute  to the  Company,  which in  effect  transfers  full  ownership  to the
Company.

                                      -6-

<page>

The  Company is in the  exploration  stage  since it is engaged in the search of
mineral  deposits but is not in either the development or production  stage. The
Company might never be in the  development  or  production  stage since it might
never discover an ore reserve of merit.

The Company does not own either  directly or indirectly any interest in the mine
known as the  Bralorne  which is located  within five  kilometers  of the Golden
claim.  Reference  to the  Bralorne  Mine in this Form 10-KSB is for  historical
reference  only and there is no  intention  to make the reader  believe that the
Company has any interest in the Bralorne Mine.

a.       Location of Golden Claim

         The  geographical  centre of the  Golden  claim is given by the  U.T.M.
coordinates     513100E,     5634300N     (Lat.     50(Degree)51'45"N,     Long.
122(Degree)48'50"W).  The town of Gold  Bridge can be accessed by an all weather
gravel road (highway  #40B) from Lillooet or via the Hurley River  forestry road
from Pemberton.  Access to the north end of the claim is gained by following the
logging  road east of Gold  Bridge  for four  kilometers  on the  south  side of
Carpenter  Lake.  Turn south from the junction at this point and follow the road
leading to  McDonald  Lake (2.5 miles) for access to the east side of the Golden
claim.

The  property is situated at the  northwest  end of the Bendor  Range within the
Coast Mountains where steeply forested  northwest facing slopes range from 2,200
feet to 4,000  feet in  elevation.  The  winters  are cold with  generally  high
snowfall accumulations and summers are hot and dry.

b.       History of the Bralorne Mining Area

The history of the area  surrounding  the Golden claim is that of an active area
in  exploration  and  mining  of gold  and  other  precious  metals.  The  first
occurrence  of gold in the Bridge River area was recorded in 1863,  when Chinese
prospectors  found placer  deposits in the Bridge River. In 1896, the first Lode
claims  were  located  on  sub-outcropping  quartz  fissure  veins.   Subsequent
discoveries  continued  until larger U.S. and Canadian  interests  began to gain
control of the fragmented mining properties during the 1920's.

Most production from the camp came from the Bralorne and Pioneer mines which saw
production  levels  peak  during  the 1930's and 40's.  In 1959,  with  reserves
depleted and closure  imminent,  Pioneer Gold Mines  amalgamated  with  Bralorne
mines.  By 1971 Bralorne  mines  suspended  operations  due to the high costs of
mining at increasing  depths.  Combined the Bralorne and Pioneer mines  produced
more gold than any other mine in British Columbia's  history.  During the period
1900-1971  production  totaled  4,154,119  ounces of gold and 950,510  ounces of
silver from 7,931,000 tons of ore averaging 0.53 ounces/ton recovered gold.

Of the over 73  documented  mineral  occurrences  in the  camp  only  five  have
achieved production. Production figures for these mines are listed below:

<table>
<caption>
----------------------- -------------- ------------- ------------- -------------- ------------- -------------
Mine                    Tonnes           Gold          Silver        Copper         Lead          Zinc
                                         (kg)          (kg)          (kg)           (kg)          (kg)
----------------------- -------------- ------------- ------------- -------------- ------------- -------------

                      <c>            <c>           <c>           <c>           <c>            <c>
Congress                     943           2.5             1.3          38             -             -
----------------------- -------------- ------------- ------------- -------------- ------------- -------------

----------------------- -------------- ------------- ------------- -------------- ------------- -------------
Wayside                   36,977         166.0            26.0          -              -             -
----------------------- -------------- ------------- ------------- -------------- ------------- -------------

----------------------- -------------- ------------- ------------- -------------- ------------- -------------
Minto                     79,073         546.0         1,573.0       9,673          56,435           -
----------------------- -------------- ------------- ------------- -------------- ------------- -------------

----------------------- -------------- ------------- ------------- -------------- ------------- -------------
Pioneer                2,240,552      41,475.0         7,611.0          -               59         139
----------------------- -------------- ------------- ------------- -------------- ------------- -------------

----------------------- -------------- ------------- ------------- -------------- ------------- -------------
Bralorne               4,954,473      87,759.0        21,969.0          -              157           -
----------------------- -------------- ------------- ------------- -------------- ------------- -------------
</table>

                                      -7-

<page>

During  early  exploration  of the  Bridge  River  camp a number  of small  vein
showings  were  worked  along the south  shore of  Carpenter  Lake.  Small-scale
production of silver-gold-antimony ores was achieved in the 1930's and 40's from
Kelvin, Olympic and Reliance occurrences. At approximately the same period major
development work took place on the BRX property.  The property  includes a large
block of reverted crown granted claims and some modified  claims  covering 1,068
hectares and six major concessions  (Golden Gate,  Arizona,  Ural, Gloria Kitty,
Whynot and California).  Over 16,200 feet of diamond drilling and 27,000 feet of
underground development have been completed on the BRX property primarily on the
Arizona, Ural and California vein systems. The only recorded production was from
the Arizona  Mine which  produced 467 grams of gold and 311 grams of silver from
4,343 tons of ore in 1938.

c.       Regional Geology

The surrounding  region of the Golden claim lies within a fault bounded block of
oceanic rocks called the Bridge River terrain and sandwiched  between the larger
accreted terrains of Stikinia on the east and Wrangellia on the west. The Bridge
River terrain could be abducted oceanic floor transported with one of the larger
terrains.

The base of the Bridge  River  terrain is  composed of  Permo-Triassic  back arc
volcanics and sediments of the Fergusson  (Bridge River) Group. This is overlain
by formations of the  Triassic-Jurassic  Cadwallader Group. The stratified rocks
are intruded by  syn-volcanic  intermediate  plutons  (Bralorne  intrusives) and
faulted  against  ophiolitic  ultramafic   intrusions  (President   Intrusions).
Jurassic and Cretaceous  basinal  sediments and rift volcanics (Taylor Creek and
Kingsvale  Groups) are sequentially  intruded by Cretaceous and Tertiary plutons
of felsic composition (Coast Range and Bendor Intrusions). Relatively flat lying
Tertiary  intermediate to mafic volcanics (Rexmount porphyry and Plateau basalt)
caped the lithologic sequence.

d.       Exploration Work Performed on the Golden Claim

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

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

During  November 1999,  the Company  explored the south west corner of its claim
where a geochemical grid was laid out in February.  Prior to the sampling of the
grid, it was extended by an additional  6,300 feet.  Subsequently  soil sampling
was flagged every 60 feet. A total of fifty-one soil samples were taken from the
southwest  corner of the  claim  and  submitted  to  Chemex  Labs Ltd.  of North
Vancouver,   British  Columbia,  Canada  for  gold  analysis.   Because  of  the
unconsolidated   volcanic  ash  covering  the  area  of  the  sampling  program,
representative  samples  were  obtained by digging  through the  volcanic ash to
reach soil contact. The average depth of the digging was approximately one foot.

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

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

                                      -8-

<page>

During the period  February 3, 2001 to  February  6, 2001,  work was done on the
Golden claim in lieu of the payment of Cdn.$1,980 which was required to keep the
claim in good standing.  This work,  consisting of a grid layout, was applied to
the 18 unit metric claim.

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

During the beginning of March 2003, the Company  extended the grid on the Golden
but  decided to allow 9 out of the 18 units to lapse.  Management  felt that the
units retained were of interest whereas the other units were in areas which made
it difficult to undertake any  meaningful  exploration  work. The balance of the
Golden  claim is in good  standing  until  March 17,  2004.  The  Company has no
liability  associated  with the claims that have lapsed and has no rights to the
minerals thereon.

In 2004,  the Company  paid  sufficient  funds to keep the Golden  claim in good
standing until December 15, 2006.

For clarification to the readers of this Form 10-KSB,  certain  geological words
used above are defined below:

Adit:             a tunnel developed to follow a vein structure in a hillside or
                  mountain.

Assay:            method used to test the composition of a mineral sample -
                  expressed in "ounces per ton" or "parts per million".

Claim:            a portion of mining ground held under the  Provincial  laws by
                  the Company by virtue of a specific location and recorded with
                  the Government as to the rights to explore the minerals
                  thereon.

Deposit:          mineral deposit or ore  deposit is used to designate a natural
                  occurrence of a useful mineral, or an ore, in sufficient
                  extent and degree of concentration to invite exploration.

Fault:            a break in the continuity of a body of rock.

Fissure:          a fracture or crack in rock in which there is a distinct
                  separation.

Geochemical
grid:             two sets of uniformly  spaced parallel lines,  intersecting at
                  right  angles,  by means of which  the  surface  of an area is
                  divided into squares when a checkerboard  placement of samples
                  of soil or rock is desired.

Igneous           rock: a rock or mineral that  solidified from molten or partly
                  molten  material.  Igneous rocks  constitute  one of the three
                  main classes  into which rocks are  divided,  the others being
                  metamorphic and sedimentary.

Intrusion:        in geology, a mass of igneous rock that, while molten, was
                  forced into or between other rocks.

Mafic:            pertaining  to or  composed  of the ferrmagnesion rock-forming
                  silicates,  said of some igneous rocks and their  constituent
                  minerals.

Mineralization:   potential economic concentration of commercial metals
                  occurring in nature.

                                      -9-

<page>

Ore:              the natural occurring mineral from which a mineral or minerals
                  of economic value can be extracted profitably or to   satisfy
                  social or political objectives.

Placer gold:      gold eroded from its original host rock and re-deposited in
                  gravel beds by stream action.

Pluton:           a body of medium to course-grained igneous rock that formed
                  beneath the surface by crystallization of a magma.

Quartz:           it is the most common of all solid minerals and may be
                  colorless and transparent.

Reserve:          that part of a mineral deposit which could be engaged or is
                  engaged in significant mining operations:

                  (1)      that  part  of  a  mineral  deposit  which  could  be
                           economically and legally extracted or produced at the
                           time the reserve is determined.

                  (2)      Proven:  reserve  for which (a)  quantity is computed
                           from  dimensions  revealed  in  outcrops,   trenches,
                           workings or drill  holes;  grade  and/or  quality are
                           computed  from the results of detailed  sampling  and
                           (b) the site for inspection, sampling and measurement
                           are spaced so closely and the  geologic  character is
                           so well defined that size,  shape,  depth and mineral
                           content of reserves are well-established.

                  (3)      Probable:  reserves  for  which  quantity  and  grade
                           and/or quality are computed from information  similar
                           to that used for proven (measure)  reserves,  but the
                           site of  inspection,  sampling  and  measurement  are
                           farther  apart  or  are  otherwise  less   adequately
                           spaced. The degree of assurance,  although lower than
                           for proven  (measured)  reserves,  is high  enough to
                           assume continuity between points of observation.

Sediments:        solid  fragmental  material that originates from weathering of
                  rocks and is  transported or deposited by air, water or ice or
                  that  accumulates  by other natural  agents,  such as chemical
                  precipitation  from  solutions or secretion by organisms,  and
                  forms  in  layers  on  the   Earth's   surface   at   ordinary
                  temperatures in a loose, unconsolidated form.

Siliceous:        said of rocks containing free silica, or in the case of
                  volcanic glass, silica in the norm.

Soil sample:      a sample of surface  material  analyzed by lab techniques to
                  test the content of trace elements  occurring in nature:
                  copper, lead, zinc, gold, etc.

Terrain:          a group of strata,  a zone, or a series of rocks; used in the
                  description of rocks in general, provisional or  noncommittal
                  senses.

Veins:            a zone or belt of mineralized rock lying within boundaries
                  clearly separating it from neighboring rocks.

e.       The Company's Main Product

The Company's  primary  product will be the sale of minerals,  both precious and
commercial.  No  minerals  have  been  found to exist on the  Golden  claim  and
therefore the  possibility of obtaining a cash flow from the sale of minerals in
the future is remote.

f.       The Company's Exploration Facilities

The Company will be exploring and developing, if warranted, the Golden claim and
does not  plan to  build  any mill or  smelter.  There  exists a fully  equipped

                                      -10-

<page>

smelter within 5 miles of the Golden claims but it is privately owned and may or
may not accept  ore from the  Company to  process.  If the  Company is unable to
obtain a committee when the claim is proven to have reserves  thereon,  it might
have to  transport  the ore to other mills which are located at great  distances
from the Golden claim.

During the exploration  period, the Company can use tent facilities to house its
geological workers or it can obtain hotel accommodation in either Gold Bridge or
Bralorne.

g.       Investment Policies

The Company does not have an investment policy at this time. Any excess funds it
has on hand will be deposited in interest bearing notes such as term deposits or
short-term  money  instruments.  There are no restrictions on what the directors
are able to invest any idle or additional funds held by the Company.

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

                            ITEM 3. LEGAL PROCEEDINGS

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

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

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

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

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

         No matters  were  submitted  to a vote of  shareholders  of the Company
during the fourth quarter of our fiscal year ended November 30, 2004.

                                     PART II

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

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

(a)      Market Information

During  the past  year,  there has been no  established  trading  market for the
Company's  common stock since the Company is not  registered  for trading on any
quotation  system or stock  market.  While the Company  intends to apply for its
shares of common stock to be quoted on the National  Association  of  Securities
Dealers' OTC Bulletin Board, there is no guarantee that it will be successful.

(b)      Holders

As at November 30, 2004, the Company had 40 shareholders of record.

(c)      Dividends

Since its inception, the Company has not paid any dividends on its common stock,
and  the  Company  does  not  anticipate  that  it  will  pay  dividends  in the
foreseeable future.

(d)      Securities authorized for issuance under equity compensation plans

There are no securities authorized for issuance under outstanding stock options,
warrants  or  rights.  There  are no  employee  benefit  plans or  other  equity
compensation plans entered into between the Company and its directors, officers,
consultants or other non-employees.

                                      -11-

<page>

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

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

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

Overview

The Company was  incorporated on December 2, 1998 under the laws of the State of
Nevada.  The  Company's  Articles of  Incorporation  currently  provide that the
Company is authorized  to issue  200,000,000  shares of common stock,  par value
$0.001 per  share.  As at  November  30,  2004,  there  were  11,040,050  shares
outstanding.  The Company is an exploration stage company. There is no assurance
that ore reserves exist in the Golden claim until further  exploration  work has
been  done  and  economic  evaluation  based  on such  work  concludes  economic
feasibility.

Liquidity and Capital Resources
-------------------------------

As at November 30, 2004, the Company had $18,604 in assets,  consisting entirely
of cash, and $74,856 in liabilities. The liabilities consist of $30,000 in notes
payable, $4,672 in related party payables and $184 in general accounts payable.

To maintain the Golden claim in good standing,  the Company will incur a cost of
approximately  $140 per unit. The number of units comprising the Golden claim is
nine and, therefore,  the minimum cost will be approximately $1,260. In addition
to having to incur the above noted  amount to maintain  the claims,  the Company
will have to incur a cost of $120 to record the work performed. If the directors
and officers no longer supply the required  funds to the Company to maintain the
property in good standing there is the  possibility  the Golden claim will lapse
and the Company will eventually cease to be a going concern.

The  Company  will not be mining  its claim for many years and maybe not at all.
Unless  substantial  funding is raised over the next few years the Company might
not be able to realize its  objective of fully  exploring  the Golden claims and
might  eventually  cease as a going  concern.  The Company  does not  anticipate
acquiring any significant assets in the foreseeable future.

At the present  time,  the Company has no  contractual  obligations  for leasing
premises.  There are no employment  agreements or work commitments on the Golden
claims.

At present, the directors devote time to the affairs of the Company as required.
There are no plans to hire any  employees at this time.  The Company may use the
services of consultants in the exploration of the Golden claim.

Results of Operations
---------------------

The Company did not earn any revenues  during the fiscal year ended November 30,
2004. The Company does not anticipate earning revenues until such time as it has
entered  into  commercial  production  of the Golden  claim.  As the  Company is
presently in the exploration stage of its business,  it can provide no assurance
that  it will  discover  economic  mineralization  on its  property,  or if such
minerals are discovered, that it will enter into commercial production.

The Company incurred  operating expenses in the amount of $22,930 for the fiscal
year ended  November 30, 2004.  Total net loss did not change  appreciably  from
fiscal 2003 ($23,664).

The  Company  has not  attained  profitable  operations  and is  dependent  upon
obtaining  financing to pursue exploration  activities.  For these reasons,  the
Company's  independent  accountant  has stated in its audit report that there is
substantial doubt about the Company's ability to continue as a going concern.

                                      -12-

<page>

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

                          ITEM 7. FINANCIAL STATEMENTS

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

MADSEN & ASSOCIATES, CPA's INC.                            684 East Vine St . #3
-------------------------------                              Murray, Utah  84107
Certified Public Accountants and Business Consultants     Telephone 801-268-2632
                                                                Fax 801-262-3978



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


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the  accompanying  balance sheet of The Bralorne  Mining Company
(pre-exploration  stage  company) at November  30,  2004 and the  statements  of
operations,  stockholders'  equity,  and cash flows for the years ended November
30,  2004 and 2003 and the  period  December  2,  1998  (date of  inception)  to
November 30, 2004.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted  our audit 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.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating the over all
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of The Bralorne Mining Company at
November 30, 2004 and the statements of operations, and cash flows for the years
ended  November  30,  2004 and 2003 and the  period  December  2, 1998  (date of
inception)  to  November  30,  2004 in  conformity  with  accounting  principles
generally accepted in the United States of America.

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


Salt Lake City, Utah
February 1, 2005                             s\Madsen & Associates, CPA's  Inc.

                                      -13-

<page>

                           THE BRALORNE MINING COMPANY
                         (Pre-Exploration Stage Company)
                                  BALANCE SHEET
                                November 30, 2004
<table>
<caption>
================================================================================
ASSETS
CURRENT ASSETS

                                                                                                   <c>
   Cash                                                                                              $   18,604
                                                                                                       --------

        Total Current Assets                                                                         $   18,604
                                                                                                       ========



LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES

     Notes payable - related parties                                                                    $ 30,000
    Account payable - related party                                                                       44,672
   Accounts payable                                                                                          184
                                                                                                        --------

       Total Current Liabilities                                                                          74,856
                                                                                                          ------

STOCKHOLDERS'  DEFICIENCY

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

   Capital in excess of par value                                                                         45,972

   Deficit accumulated during the pre-exploration stage                                                 (113,264)
                                                                                                        --------

       Total Stockholders' Deficiency                                                                    (56,252)
                                                                                                        ---------
</table>


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

                                      -14-

<page>

                           THE BRALORNE MINING COMPANY
                         (Pre-Exploration Stage Company)
                             STATEMENT OF OPERATIONS
             For the Years Ended November 30, 2004 and 2003 and the
        Period December 2, 1998 (date of inception) to November 30, 2004

================================================================================
<table>
<caption>
                                             Nov 30,           Nov 30,          Dec 2, 1998 to
                                              2004              2003             Nov 30, 2004
                                              ----              ----             ------------

                                         <c>               <c>                <c>
REVENUES                              $           -     $          -             $         -

EXPENSES                                     22,930            23,664                113,264
                                             ------            ------                -------

NET LOSS                              $     (22,930)    $     (23,664)           $  (113,264)
                                            ========          ========              =========



NET LOSS PER COMMON SHARE

   Basic and diluted                  $           -     $          -
                                             -------           -------



AVERAGE OUTSTANDING SHARES

    Basic   (stated  in 1,000's)             11,040             11,040
                                             -------           -------
</table>


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

                                      -15-

<page>

                           THE BRALORNE MINING COMPANY
                         (Pre-Exploration Stage Company)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (deficiency)
               For the Period December 2, 1998 (Date of Inception)
                              to November 30, 2004

<table>
<caption>
                                                                                               Capital in
                                                              Common Stock                     Excess of         Accumulated
                                                        ------------------------
                                                     Shares                  Amount            Par Value           Deficit
                                                  ------------           -----------           -----------       -----------

                                                 <c>                <c>                     <c>                 <c>
Balance December 2,  1998 (date of inception)                -               $     -             $      -         $        -

Issuance of common stock for cash                    5,000,000                  5,000                   -                  -
   at $ .001 - January 15,  1999
 Issuance of common stock for cash
    at $ .002 - January 26, 1999                     6,000,000                  6,000               6,000                  -
Issuance of common stock for cash
    at $ .25 - February 5, 1999                         40,050                     40               9,972                  -
Net operating loss for the period
   December 2, 1998  to November 30, 1999                    -                      -                   -             (27,887)
Net operating loss for the year
   ended November 30, 2000                                   -                      -                   -              (7,771)
Net operating loss for the year
   ended November 30, 2001                                   -                      -                   -              (8,388)
Contributions to capital - expenses                          -                      -              12,000                   -
Net operating loss for the year
  ended November 30,  2002                                   -                      -                   -              (22,624)
Contributions to capital - expenses                          -                      -              12,000                    -
Net operating loss for the year
   ended November 30, 2003                                   -                      -                   -              (23,664)
                                                    ----------               --------            --------             ---------

Balance November 30, 2003                           11,040,050                 11,040              39,972              (90,334)

Contributions to capital - expenses                          -                      -               6,000                     -
Net operating loss for the year
   ended November 30, 2004                                   -                      -                   -              (22,930)



Balance November 30, 2004                           11,040,050             $   11,040            $ 45,972           $ (113,264)
                                                    ==========              =========            ========             =========
</table>




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


                                      -16-

<page>


                           THE BRALORNE MINING COMPANY
                         (Pre-Exploration Stage Company)
                             STATEMENT OF CASH FLOWS
             For the Years Ended November 30, 2004 and 2003 and the
        Period December 2, 1998 (date of inception) to November 30, 2004

================================================================================
<table>
<caption>
                                                             Nov 30,          Nov 30,           Dec 2, 1998 to
                                                              2004             2003               Nov 30, 2004
                                                              -----            -----              ------------

                                                        <c>                  <c>                <c>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                                  (22,930)         $ (23,664)          $  (113,265)
Adjustments to reconcile net loss to
       net cash provided by operating
       activities

             Change in accounts payable                        5,534             11,664                44,857
             Contributions to capital - expenses               6,000             12,000                30,000


          Net Cash Used in Operations                        (11,396)                 -               (38,408)
                                                             ---------          --------              --------

CASH FLOWS FROM INVESTING
   ACTIVITIES
                                                                  -                   -                     -
                                                             ---------          --------              --------

CASH FLOWS FROM FINANCING
   ACTIVITIES

       Proceeds from notes payable - related parties          30,000                  -                30,000
       Proceeds from issuance of common stock                      -                  -                27,012
                                                             ---------          ---------             --------

   Net Change in Cash                                         18,604                  -                18,604

   Cash at Beginning of Period                                     -                  -                    -
                                                             ---------          ---------             -------



   Cash at End of Period                                    $ 18,604          $       -              $ 18,604
                                                             =========          =========             ========
</table>



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

                                      -17-

<page>

                           THE BRALORNE MINING COMPANY
                         (Pre-Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 2004


1. ORGANIZATION

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

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

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

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

Dividend Policy
---------------

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

Income Taxes
------------

The Company utilizes the liability method of accounting for income taxes.  Under
the liability method deferred tax assets and liabilities are determined based on
the differences  between financial reporting and the tax bases of the assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect,  when the differences are expected to reverse.  An allowance  against
deferred tax assets is recorded,  when it is more likely than not, that such tax
benefits  will not be  realized.  On November  30,  2004,  the Company had a net
operating loss  available for carry forward of $113,264.  The income tax benefit
of approximately  $37,000 from the loss carry forward has been fully offset by a
valuation  reserve  because the use of the future tax benefit is  undeterminable
since the Company has no operations.  The loss carryover will expire starting in
2020 through 2025.

Revenue Recognition
-------------------

Revenue  will be  recognized  on the  sale  and  delivery  of a  product  or the
completion of a service provided.

Advertising and Market Development
----------------------------------

The company will expense advertising and market development costs as incurred.

                                      -18-

<page>

                           THE BRALORNE MINING COMPANY
                         (Pre-Exploration Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                November 30, 2004

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


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

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

Financial and Concentrations Risk
---------------------------------

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

Unproven  Mineral Claim Costs
-----------------------------

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

Environmental Requirements
--------------------------

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

Financial Instruments
---------------------

The carrying amounts of financial  instruments,  including accounts payable, are
considered by management  to be their  estimated  fair values due to their short
term maturities.

Foreign Currency Translation
----------------------------

Part of the  transactions of the Company were completed in Canadian  dollars and
have been  translated to US dollars as incurred,  at the exchange rate in effect
at the time, and therefore, no gain or loss from the translations is recognized.
The functional currency is considered to be US dollars.

Estimates and Assumptions
-------------------------

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


                                      -19-

<page>


                           THE BRALORNE MINING COMPANY
                         (Pre-Exploration Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                November 30, 2004

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Recent Accounting Pronouncements
--------------------------------

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

3.  PURCHASE OF A MINERAL CLAIM

During  February,  1999 the Company  acquired a mineral claim,  for $1.00 from a
related party, known as "Golden" consisting of one 18 unit metric claim situated
within the Bridge River gold camp near the town of Gold Bridge, British Columbia
and has an expiration date of December 15, 2006.

During March 2003,  the Company  started an  exploration  program on 9 of the 18
units  within  the  claim.  The other 9 units  lapsed on March 18,  2003 and the
Company has no further  interest in them.  The  remaining 9 are in good standing
until December 15, 2006.

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

4.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors  have acquired 29% of the outstanding  common stock, and made
no interest, demand loans to the Company of $44,672, and demand notes payable of
$30,000 including interest of 10% starting September 21, 2005, if not paid.

5.  GOING CONCERN

The Company intends to seek business  opportunities  that will provide a profit,
however, it does not have the working capital necessary to be successful in this
effort and to service its debt, which raises substantial doubt about its ability
to continue as a going concern.

Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
additional  working  capital and the  management  of the Company has developed a
strategy,  which it believes will accomplish this objective  through  additional
related  party  loans,  and equity  funding,  which will  enable the  Company to
operate for the coming year.



                                      -20-

<page>

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

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

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

On February 5, 2004, the Company  dismissed Sellers & Andersen from its position
as its  independent  accountants.  The audit  report of Sellers &  Andersen,  on
January 10, 2004,  for the year ended November 30, 2003 contained a modification
expressing  substantial doubt as to the Company's ability to continue as a going
concern.  That audit report  contained no other adverse  opinion,  disclaimer or
opinion or modification of the opinion. In connection with its audit for the two
most  recent  completed  fiscal  years at the time and  review of the  unaudited
financial statements through November 30, 2003, there were no disagreements with
Sellers &  Andersen  on any  matters  of  accounting  principles  or  practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreement  if not resolved to the  satisfaction  of Sellers & Andersen  would
have  caused them to make  reference  thereto in their  report on the  financial
statements.

On February 5, 2004,  the Company  engaged  Madson &  Associates,  CPA's Inc. to
audit its financial  statements for the year ended November 30, 2004. Up to that
time, the Company did not consult with Madson & Associates, CPA's Inc. regarding
(i) the application of accounting principles to a specific  transaction,  either
completed  or proposed,  or the type of audit  opinion that might be rendered on
the Company's  financial  statements,  and no written  report or oral advice was
provided  to the  Company  by  concluding  there was an  important  factor to be
considered by the Company in reaching a decision as to an  accounting,  auditing
or financial  reporting issue; or (ii) any matter that was either the subject of
a  disagreement,  as that term is defined in Item 304 (a) (1)(iv) of  Regulation
S-K and the related  instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304 (a) (1) (v) of Regulation S-K.

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

                        ITEM 8A. CONTROLS AND PROCEDURES

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

(a)      Evaluation of Disclosure Controls and Procedures.
         --------------------------------------------------

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

(b)      Changes in Internal Controls.
         -----------------------------

There were not  significant  changes in the  Company's  internal  controls or in
other factors that could significantly  affect the Company's disclosure controls
and  procedures   subsequent  to  the  Evaluation   Date,  nor  any  significant
deficiencies or material  weaknesses in such disclosure  controls and procedures
requiring corrective actions.


                                      -21-

<page>

                                    PART III

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

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

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

(a)      Directors and executive officers

The  following  table sets forth as of November  30,  2003,  the name,  age, and
position of each  executive  officer and director and the term of office of each
director of the Company.

<table>
<caption>
                                                                                    Term as
                                                                                    Director
              Name       Age            Position Held                               Since
            -------    ------           -------------                               --------
     
                                <c>                                         <c>
     Jeff Yenyou Zheng                  President and Director                      2004

          Michael Liu                   Chief Financial Officer and Director        2004

        Dr. Y.B. Ian He                 Director                                    2004

           Larry Wang                   Director                                    2004
</table>

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

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

Jeff Yenyou Zheng - Director and President

Dr. Zheng has been  involved  with the  management  and  development  of various
companies in North  America for over 10 years.  He currently  acts as a Founding
Director and President of Aquasol EnviroTech Ltd., a British Columbia wastewater
treatment company and as a director of Cantronic System Inc., a British Columbia
and  Alberta  reporting  company  that  designs,  manufactures  and  distributes
infrared  cameras and related  products.  He is also  President  of Canada China
Economy & Technology  Centre and a senior advisor to the Dalian  High-Technology
Industrial  Zone in Dalian City,  China.  Dr. Zheng  received his Ph.D degree in
physics from The Flinders University of South Australia in 1990.

Michael Liu - Director and Chief Financial Officer

Mr.  Liu  is  Director,  Executive Vice President and Chief Financial Officer of
Pacific  Imperial  Mines Inc.,   a  mining  company  listed  on  the TSX Venture
Exchange,  and also the Managing Director of Beijing  United  Capital Investment
Co.  and President of Shanghai East China Capital Co. Ltd. He holds a Masters of
Arts  in  Economics from the University of New Brunswick and Masters of Business
Administration from the University of British Columbia.

                                      -22-

<page>

Y. B. Ian He - Director

Dr.  Y. B.  Ian  He  is a Director and President of Spur Ventures Inc., a mining
company listed on the TSX Venture Exchange, who has 18 years' experience in  the
mining industry.  He  joined  Spur  in 1995 leading Spur into Chinese fertilizer
industry. Dr. He formerly served as a Senior Process Metallurgist  with  Process
Research Associates Ltd., Vancouver, British Columbia, Canada.  He holds  a Ph.D
degree in mining process engineering from the University of British Columbia.

Larry Wang - Director and Chairman of the Board

Mr.  Wang  is  now the Managing Director of Royal Canadian Diary Inc., a private
company in British Columbia, Canada.   He  has  been  a  director  and  officer,
involved in the decisions making and operations,  for many other companies, such
as SCM Enterprises Co. Ltd., and CMEC USA Inc., in various industries located in
both Northern America and China.  He received his education in China, Sweden and
Canada.

(b)      Significant employees

The Company does not have any significant employees. The Company does not expect
to be hiring any employees in the  foreseeable  future.  During the  exploration
program on the Golden claim,  the Company will hire  consultants  or workers for
only the period covered by the exploration program. The Company does not wish to
retain  employees  during periods when no  exploration  can be undertaken on the
Golden claim.

(c)      Family relationships

There are no family relationships among directors, executive officers or persons
nominated or chosen by the Company to become directors or executive officers.

(d)      Involvement in certain legal proceedings

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

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

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

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

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

                                      -23-

<page>

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

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

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

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

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

(e)      Audit committee financial expert

         The Company does not have an audit committee  financial  expert serving
         on its audit committee. The Board of Directors is seeking an individual
         to serve on its audit  committee as a financial  expert but has not yet
         identified  such an  individual.  Such a financial  expert will have to
         have the following attributes:

         (i)      an understanding of generally accepted accounting principles
                  and financial statements;

         (ii)     the ability to assess the general application of such
                  principles in connection  with the accounting for estimates,
                  accruals and reserves;

         (iii)    experience  preparing,   auditing,   analyzing  or  evaluating
                  financial  statements  that  present  a  breadth  and level of
                  complexity of accounting issues that are generally  comparable
                  to the breadth and complexity of issues that can reasonably be
                  expected to be raised by the Company's  financial  statements,
                  or experience actively supervising one or more persons engaged
                  in such activities;

         (iv)     an understanding of internal controls and procedures for
                  financial reporting; and

         (v)      an understanding of audit committee functions.

            Section 16 (a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than 10% shareholders are required
by SEC  regulation  to furnish us with  copies of all  Section  16(a) forms they
file.  Based on our review of the copies of such forms we  received,  we believe
that during the fiscal year ended November 30, 2004 all such filing requirements
applicable to our officers and  directors  were  complied  with  exception  that
reports were filed late by the following persons:

                                      -24-

<page>


    Name           Number of Late    Transactions Not    Known Failures to File
                     Reports         Timely Reported         a Required Form

Jeff Yenyou Zheng       0                   0

   Michael Liu          0                   0

 Dr. Y.B. Ian He        0                   0

   Larry Wang           0                   0


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

                         ITEM 10. EXECUTIVE COMPENSATION

================================================================================
<table>
<caption>

                Summary Compensation Table (2002, 2003 and 2004)

                                                                     Long Term Compensation (US Dollars)
                                                                     -----------------------------------
                              Annual Compensation                       Awards                  Payouts
                              -------------------                       ------                  -------
           (a)                (b)         (c)          (e)           (f)           (g)         (h)          (i)
                                                       Other       Restricted    Options/                 All other
                                                      Annual         Stock          SAR        LTIP        compen-
Name and Principal                                     Comp.         awards                  payouts      sation
        ----------
position                      Year       Salary         ($)           ($)           (#)         ($)          ($)
--------                      ----       ------         ---           ---          ----         ---          ---

                          <c>         <c>            <c>          <c>           <c>         <c>          <c>
Jeff Yenyou Zheng             2004        -0-           -0-           -0-           -0-         -0-          -0-
President and Director

Michael Liu                   2004        -0-           -0-           -0-           -0-         -0-          -0-
C.F.O. and Director

Larry Wang                    2004        -0-           -0-           -0-           -0-         -0-          -0-
Chairman of the Board and
Director

Y.B. Ian He                   2004        -0-           -0-           -0-           -0-         -0-          -0-
Director

James Bruce                   2003        -0-           -0-           -0-           -0-         -0-          -0-
Former President, and         2002        -0-           -0-           -0-           -0-         -0-          -0-
Director

Raymond Contoli               2003        -0-           -0-           -0-           -0-         -0-          -0-
Former Secretary,             2002        -0-           -0-           -0-           -0-         -0-          -0-
Treasurer and Director

Edward Skoda                  2003       1,000          -0-           -0-           -0-         -0-          -0-
Former Director               2002       1,000          -0-           -0-           -0-         -0-          -0-
</table>

                                      -25-

<page>

Bonuses and Deferred Compensation

The Company has not granted any bonus or any deferred  compensation nor is there
any standard or other  arrangements  to  compensate  the directors and executive
officers for any services they might provide.

Pension Table

The  Company  does  not  have a  pension  plan for its  executive  officers  and
directors.

Other Compensation

There  exists no other  form of  compensation  to its  executive  directors  and
officers.

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

          ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                   MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

(a)      Market information

There is no market  in which  the  Company's  common  stock is either  quoted or
traded.  There are no  outstanding  stock  options or warrants to  purchase,  or
securities convertible into common shares of the Company.

The number of shares subject to Rule 144 are 5,000,000 common shares,  3,500,000
of which are held by the directors and executive officers of the Company.

There are no  shares  being  publicly  offered  by the  Company  pursuant  to an
employee benefit plan or dividend reinvestment plan.

Since  inception,  no cash or stock dividends have been declared by the Board of
Directors.

The  following  table sets forth as at March 23, 2005,  the name and address and
the number of shares of the Company's  common stock,  with a par value of $0.001
per share,  held of record or beneficially by each person who held of record, or
was known by the  Company  to own  beneficially,  more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.

<table>
<caption>
  Name and Address                                            Amount
    of Beneficial                  Nature of               of Beneficial              Percent
        Owner                     Ownership (1)               Ownership               of Class
        ------                    ----------                  ---------               --------

                                <c>                        <c>                      <c>
Larry Wang                           Direct                  1,750,000                  15.85%
3490 Pine Crescent
Vancouver, B.C. Canada
</table>
                                      -26-

<page>
<table>
<caption>

                                  <c>                      <c>                       <c>
Ling Li                              Direct                  1,750,000                  15.85%
602 Building 2, No. 4 Courtyard
Guangcheng Street, XiCheng Dist.
Beijing, China

Dr. Jeff Yenyou Zheng                Direct                    750,000                   6.79%
1055 West Hastings Street
Suite 1980
Vancouver, B.C. Canada

Michael Liu                          Direct                    750,000                   6.79%
750 West Pender Street, Suite 1605
Vancouver, B.C. Canada
       All Officers and Directors    Direct                  3,250,000                  38.49%
       as a Group ( 3 persons )
</table>

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

         In this  section,  the  term  "beneficial  owner"  of the  above  noted
         securities means:

(a)      any person who, indirectly or directly,  through any contract,
         arrangement, understanding, relationship or otherwise has or shares:

         (1)      voting power, which includes the power to vote, or to direct
                  the voting of, such securities; or

         (2)      investment power, which includes the power to dispose, or to
                  direct the disposition of, such security.

(b)      any person who, directly or indirectly creates or uses a trust,  proxy,
         power  of  attorney,   pooling   arrangement  or  any  other  contract,
         arrangement  or device  with the  purpose or effect of  divesting  such
         person or beneficial  ownership of a security or preventing the vesting
         of such beneficial ownership.

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

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

None of our  directors or officers,  nor any proposed  nominee for election as a
director,  nor any person who beneficially owns, directly or indirectly,  shares
carrying more than 10% of the voting rights  attached to all of our  outstanding
shares,  nor any  promoter,  nor any relative or spouse of any of the  foregoing
persons has any material interest,  direct or indirect, in any transaction since
our  incorporation  or in any presently  proposed  transaction  which, in either
case, has or will materially affect us.

Our management is involved in other  business  activities and may, in the future
become  involved  in  other  business  opportunities.  If  a  specific  business
opportunity  becomes  available,  such  persons may face a conflict in selecting
between our business  and their other  business  interests.  In the event that a
conflict of interest  arises at a meeting of our  directors,  a director who has
such a conflict  will disclose his interest in a proposed  transaction  and will
abstain from voting for or against the approval of such transaction.


                                      -27-

<page>

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

                    ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K

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


Exhibits,  Reports on Form 8-K and Section 14 of The  Securities Act of 1934, as
amended, included herein by reference:

Certificate  of  Incorporation  (incorporated  by reference  from the  Company's
Registration Statement on Form 10-SB12G filed on April 2, 1999)

Articles  of  Incorporation   (incorporated  by  reference  from  the  Company's
Registration Statement on Form 10-SB12G filed on April 2, 1999)

By laws (incorporated by reference from the Company's  Registration Statement on
Form 10-SB12G filed on April 2, 1999)


The  Company  filed the  following  current  report on Form 8-K  during the last
quarter of fiscal 2004:

The  Company  announced  that  on  September 21,  2004,  Jeffrey  Ma resign as a
director of the Company in place of Larry Wang and Dr. Y.B. Ian He.  On the same
day, the Company appointed Larry Wang as Chariman of the Board.

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

                 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

Our  principal  accountants,  Madsen &  Associates,  CPA's Inc.,  and our former
principal  accountants,  Sellers & Anderson,  rendered invoices to us during the
fiscal periods indicated for the following fees and services:

                             Fiscal year ended                 Fiscal year ended
                             November 30, 2003                 November 30, 2004

Audit fees                        $2,640                            $2,400
Audit-related fees                $  170                               Nil
Tax fees                          $  225                               Nil
All other fees                    $3,035                            $2,600

Audit  fees  consist  of fees  related  to  professional  services  rendered  in
connection with the audit of our annual financial statements,  the review of the
financial statements included in each of our quarterly reports on Form 10-QSB.

Management's  policy  is to  pre-approve  all audit  and  permissible  non-audit
services  performed by the independent  accountants.  These services may include
audit services,  audit-related services, tax services and other services.  Under

                                      -28-

<page>

our audit committee's policy,  pre-approval is generally provided for particular
services or categories of services,  including planned  services,  project based
services and routine  consultations.  In addition,  the audit committee may also
pre-approve  particular  services on a case-by-case  basis.  Our audit committee
approved all services  that our  independent  accountants  provided to us in the
past two fiscal years.


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

                                   SIGNATURES

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

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


                                                     THE BRALORNE MINING COMPANY
                                                             (Registrant)


                                                     By:     /s/ "Yenyou Zheng"
                                                     --------------------------
                                                              Jeff Yenyou Zheng
                                                         President and Director

                                                     Date:  March 23, 2005

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


                                                     By: /s/ "Yenyou Zheng"
                                                     ---------------------------
                                                          Jeff Yenyou Zheng
                                                     President and Director

                                                     Date:  March 23, 2005

                                                     By:   /s/  "Michael Liu"
                                                     ---------------------------
                                                                 Michael Liu
                                                     Chief Accounting Officer,
                                                     Chief Financial Officer

                                                     Date:    March 23, 2005


                                      -29-