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, 2002
                                                             -------------------

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

                                 For the transition period from      to

                                 Commission file number     0-25707
                                                            -------

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

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


1120 Sunnyside Road, Kelowna,  B.C., Canada                       V1Z 2N8
----------------------------------------------------------        -------
(Address  of  principal  executive  offices)                  (Zip  Code)

Issuer's  telephone  number      (250)  769-5800
                             -------------------

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.   NIL

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 December
--------------------------------------------------------------------------------
31,  2003
                                   ---------

                       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]


                                      -1-
<PAGE>



                                TABLE OF CONTENTS



                                     PART 1
                                     ------
                                                                            PAGE
                                                                            ----
<TABLE>
<CAPTION>




ITEM 1.       DESCRIPTION OF BUSINESS                                          3
<S>           <C>                                                     <C>
ITEM 2.. . .  DESCRIPTION OF PROPERTY                                          7

ITEM 3.. . .  LEGAL PROCEEDINGS                                               12

ITEM 4.. . .  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             12

                                     PART 11
                                   ------------

ITEM 5.. . .  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.       12

ITEM 6.. . .  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.      13

ITEM 7.. . .  FINANCIAL STATEMENTS.                                           16

ITEM 8.. . .  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE.                         16

ITEM 8A. . .  CONTROLS AND PROCEDURES.                                        16

                                     PART 111
                                  ------------


ITEM 9.. . .  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
              OF THE EXCHANGE ACT.                                             17

ITEM 10. . .  EXECUTIVE COMPENSATION                                           20



ITEM 11. . .  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
              AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.                  22

ITEM 12. . .  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                  23

ITEM 13. . .  EXHIBITS AND REPORTS ON FORM 8-K.                                25

ITEM 14. . .  PRINCIPAL ACCOUNTANT FEES AND SERVICE.                           25

              SIGNATURES                                                       26
</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 1120 Sunnyside Road,
Kelowna,  British  Columbia,  Canada,  V1Z 2N8  (Tel:  250-769-=5800).

     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,  2002  there  were 11,040,050 shares outstanding.

     The  Company  hopes  to make an application for a quotation on the National
Association  of  Securities  Dealers,  Inc.  "OTC Bulletin Board" (the "OTCBB").
This  might  never  happen  since  the  Company  might  not  be able to meet the
requirements  for  a  quotation.

     Since  inception  the  Company  has  been engaged in the exploration of its
mineral claim. The Company presently has the mineral rights to the minerals on a
claim  named  "Golden"  located in the Bralorne area of British Columbia, Canada
and  has  performed  assessment  work  sufficient to maintain the Golden in good
standing  with  the  Ministry  of  Mines  and Energy for the Province of British
Columbia until March 17, 2004. Refer to work performed as discussed under Item 2
-  Description  of  Property  below.

     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.
As can be determined from the attached financial statements under Item 7 on page
16, at the present time, the Company does not have sufficient funds to undertake
any  further  exploration  activities unless it obtains funds from its directors
and  officers,  seeks  funds  from a financial institution (which at the present
time  appears  unlikely) or issues further shares to the public.  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 develop the Golden claim.
At  present,  there  are  few, if any, requirements during the exploration stage
other  than  indicated  under  "Environmental  concerns and various governmental
regulations  regarding  the  Golden  claims"  on  page  4.

     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 the
officers  to  devote  more  time  to the activities of the Company or it will be
required  to  hire  consultants  to  undertake  the work.  The only director who
devoted  time  to  the  Golden  claim  is  Edward  Skoda who has since inception


                                      -3-
<PAGE>



performed  all  the exploration work on the claim.  The amount paid to Mr. Skoda
is  indicated  under  Item  10  -  Executive  Compensation  on  page  20.


     The Company has not delivered its annual reports to its shareholders.  Once
it  has  obtained  a quotation on either the OTCBB, which might never happen, it
will  hold  annual  general meetings and distribute certain documents, including
financial  statements,  to  shareholders  of  record.

     Presently  the Company files with the United States Securities and Exchange
Commission (the "SEC") Forms 10-KSB and 10-QSB but is delinquent in its filings.

     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.

     The  Company  presently  does  not  have  an  Internet  address.

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.


                                      -4-
<PAGE>



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,  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 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  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

     Mr.  Edward  Skoda is the only person associated with the Company who has a
     background in the exploration and development of mineral claims. Therefore,
     the  Company  might  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.

7.   Key-man  insurance

     The  Company  does  not  carry  an  insurance policy for key-man insurance.
     Therefore, the departure of Mr. Skoda the only individual having any mining
     experience  on  the  Board of Directors could have an adverse effect on the
     Company's  financial  condition.

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.


                                      -5-
<PAGE>



(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
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)  Governmental  approvals

     Refer  to  Risk  Factor  2.

(9)  Effect  of  existing  or probable governmental regulations on the Company's
     exploration  activities.

     Refer  to  Risk  Factor  2.


                                      -6-
<PAGE>



(10) 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.

(11) 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  -  refer  to  Risk  Factor  2.

     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 one 18 metric claim unit 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; having acquired it from a director in 1998
for  the  sum  of  $1.00.   Original  the  Company  became  a  registered
extra-provincial  company  in  the Province of British Columbia in order that it
could  hold a Free Miner's License in its own name and register the Golden claim
in the name of the Company.  In March 2003, the Company, due to a lack of funds,
had  the  Golden  registered  in  the  name  of  Edward Skoda, a director of the
Company,  since  he  held a Free Miner's License.   He has issued a Bill of Sale
Absolute which in effect transfer full ownership to the Company.  This procedure
was transacted since under the Mineral Tenure Act of British Columbia, a mineral
property  can  only  be recorded in the name of an individual or company if they
hold  a  Free  Miner's  License.

     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.  5051'45"N,  Long.  12248'50"W) on N.T.S.
mapsheet  92J/15.  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 kilometres 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.


                                      -7-
<PAGE>



     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                      GOLD      SILVER    COPPER   LEAD    ZINC
              TONNES      (KG)       (KG)      (KG)    (KG)    (KG)
             --------    ------     -------   ------   ----    ----
<S>       <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>




     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.


                                      -8-
<PAGE>



     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.

Exploration  work  performed  in  1999

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

Exploration  work  performed  for  2000

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

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

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

Exploration  work  performed  in  2001

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

Exploration  work  performed  in  2002

     Assessment  work  was  done  on the Golden claim from January 10 to the 14,
2002.   A grid system, which was commenced in 1999 was continued.  Grid stations


                                      -9-
<PAGE>



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.


Subsequent  events  in  the  exploration  program  applied  for  the  year  2003

     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.

     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.

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.


                                      -10-
<PAGE>



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  possibilities of obtaining a cash flow from the sale of minerals
in  the  future  might  be  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


                                      -11-
<PAGE>



equipped  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  fiscal  year  ended  November  30,  2002.

                                      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.

(b)   Holders

     As  at  November  30, 2002, the Company had 40 shareholders; three of these
shareholders  are  officers  and  directors  of  the  Company.

(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


                                      -12-
<PAGE>



     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.



       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,  2002,  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,  2002,  the  Company  had  no  assets, and $27,658 in
liabilities.   The  liabilities  of  $27,658  are  amounts  accrued for transfer
agent,  audit,  accounting  and  other  payables  of  $14,613 and amounts due to
related  parties  of  $13,045.  Included  in  the  accounts  payable  is  a bank
overdraft  of  $9.

During  the  year,  the  Company  has  incurred  the  following  expenses:

<TABLE>
<CAPTION>




                   EXPENDITURE                                   AMOUNT
<S>                            <C>       <C>
                   Accounting and audit. . . .   .  i            $5,200
                   Bank charges. . . . . . . . .                     83
                   Edgar filings . . . . . .   . .  ii              198
                   Exploration and filing fees .   iii            2,876
                   Management fees . . . . .  . .  iv             6,000
                   Office. . . . . . . . . . .              .       169
                   Rent. . . . . . . . . . . . .   v              3,600
                   Telephone . . . . . . . . . .   vi             2,400
                   Transfer agent's fees . . . .  vii             2,098
                                                                 ------
                              Total expenses                   $ 22,624
                                                               ========
</TABLE>




i.     The  Company  accrues  $500 in fees to its auditors, Sellers and Andersen
LLC  for  the  review  of its Form 10-QSBs and $1,600 for the examination of the
Form  10-KSB.  In  addition,  the  Company has accrued $450 each for its various
Form  10-QSBs  and  $750  for  this Form 10-KSB in order that the accountant can
prepare  the  applicable working papers and other information to be submitted to
the  auditors  for  their  review  of  the  Form  10-QSBs  and  10-KSB.

ii.  The  Company  has  accrued  certain expenses during the year for its future
filing  of  its  various  Forms 10-KSB and 10-QSB with the SEC. During the prior
year, no accrual was made and therefore it was corrected in the current year. In
addition,  an  over-accrual  was  reversed  during  the current year. The normal
expense  for  filing  the  various  Forms  is  approximately  $500  per  year.

iii.     In  early  January, the Company undertook an exploration program on the
Golden  mineral claim for five days.   The above noted expenses include the cost


                                      -13-
<PAGE>



of  two  individuals,  room  and  board  and transportation by snowmobile to the
Golden  claims.  In  addition,  the  amount shown includes filing the assessment
work  with  the  Gold Commissions office at the Ministry of Mines and Energy for
the  Province  of British Columbia.   This maintained the claim in good standing
until  March  13,  2003.  Subsequent to the year-end, in March 2004, the Company
undertook  another  exploration  program  on  9  out of its 18 unit claim group,
thereby  keeping  in  good  standing  only 9 of the claims.   The balance of the
claims  lapsed  on March 18, 2003 with the Company having no further interest in
the  mineral  rights  on  these  specific  units.

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

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

vi.     The  Company  does  not  have  its  own  telephone  number  but uses the
telephone  number  of its President.    Similar to management fees and rent, the
Company  accrues  an  amount  of  $200  per  month  to represent the charges for
telephone  with  an  offsetting  entry  to  "Capital  in  Excess  of Par Value".

vii.     During  the  period the Company received its annual billing from Nevada
Agency  &  Trust Company for acting as transfer agent for the year in the amount
of  $1,200.  In  addition,  the  Company  has  accrued  certain  late charges of
interest  totaling  $463.  Included in this expense is the 2001 and 2002 fee for
list  of  officers and directors filed with the State of Nevada in the amount of
$210  for  each  year  and  an  interest  charge  of  $15.

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




                                         Requirements    Current      Required
                                             for         Accounts     funds for
           Expenditures                  twelve months    Payable   twelve months
           ---------------------        --------------  ---------  --------------
<S>                    <C>             <C>        <C>             <C>
     Accounting and audit.      1        $   5,500      $   11,350   $    16,850
     Bank charges. . . . .                      80               -            80
     Exploration expenses.      2            2,000               -         2,000
     Filing fees . . . . .      3              760               -           760
     Office. . . . . . . .      4              200             117           317
     Transfer agent's fees      5            1,600           3,146         4,746
                                         ---------  --------------       -------

       Estimated expenses.              $   10,140       $  14,613   $    24,753
                                       ==============    =========  ============
</TABLE>



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


                                      -14-
<PAGE>







1.     Accounting  and  auditing  expense  has  been  projected  as  follows:

<TABLE>
<CAPTION>




                 Filing                       Accountant   Auditors   Total
                ---------------------------  -----------  ---------  ------
<S>                          <C>          <C>        <C>
       Form 10-QSB - Feb. 28, 2003           $       450  $     500  $  950
       Form 10-QSB - May 30, 2003.                   450        500     950
       Form 10-QSB - Aug. 30, 2003                   450        500     950
       Form 10-KSB - Nov. 30, 2003                   750      1,900   2,650
                                             -----------  ---------  ------
                                             $     2,100  $   3,400  $5,500
                                             ===========  =========  ======
</TABLE>




2.     To  maintain  the  Golden claim in good standing the Company will incur a
cost of Cdn.$200 per unit.  The number of units comprising the Golden claim is 9
and,  therefore,  the  minimum cost will be $1,200.  As in the past, the Company
will  not  pay  the  Ministry  of  Mines  and  Energy cash-in-lieu of performing
assessment  but will undertake some exploration program in order to maintain the
claims  in good standing.  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 and pay for hotel, meals and travel to the individual doing
the work on the Golden.   Therefore, it has been estimated that the minimum cost
to  maintain  the  Golden  in  good  standing  would  be  $2,000.

3.     Filing  fees will include the cost of filing the various Forms 10-KSB and
10-QSB  on  Edgar.  It  is estimated, based upon past charges, that the cost for
each  of  the  Form  10-QSBs  will  be $100 whereas the cost for filing the Form
10-KSB  will  be  $200.  Each  year  the  Company  is required to file a list of
officers  and  directors  with  the State of Nevada at a cost of $260; increased
over  prior  years.

4.     Relates  to photocopying and faxing based on prior year's actual charges.
In addition, the bank overdraft of $9 has been included in the accounts payable.

5.     Each year the Company is charged a fee of $1,200 by its transfer agent to
act  on  its  behalf.  In  addition,  there  will  be  interest  accrued  on the
outstanding  balance  of  approximately  $400.

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.

If  international  mineral  prices decline over the next year, the Company might
not  be  able  to  raise  additional funds or attract a joint venture partner in
assuming  a  percentage  of  the  Golden  claim.

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 will
continue  to  use  the  services of consultants in the exploration of the Golden
claim.


                                      -15-
<PAGE>



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

Since  inception  the  Company  has  purchased  the  Golden  claim and performed
exploration work on the claim as more fully described above.  The Company has no
operating  results.



                          ITEM 7.  FINANCIAL STATEMENTS


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



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


From  inception  to  date,  the  Company's  principal  accountant is Sellers and
Andersen,  L.L.C. (formerly Andersen Andersen & Strong) of Salt Lake City, Utah.
The  firm's  reports  for the period from inception to November 30, 2002 did not
contain  any  adverse  opinions or disclaimers, nor were there any disagreements
between  management  and  the  Company's  accountants.



                       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.

                                    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, 2002, the name, age, and
position  of  each executive officer and director and the term of office of each
director  of  the  Company.
<TABLE>
<CAPTION>


                                      -16-
<PAGE>



                                                                    Term as
                                                                    Director
         Name                         Age         Position Held       Since
---------------------               -------      ---------------     -------
<S>                                <C>       <C>                     <C>
  James Bruce . . . . . . . . . .     74     President and Director    1998

  Raymond Contoli . . . . .  .        64     Secretary Treasurer and
                                                 Director              1998

  Edward Skoda. . . . . . . . .       54     Director                  1998
</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.

JAMES  BRUCE  has  been  the  President  and a Director of the Company since its
inception.  Mr.  Bruce received a degree from the University of British Columbia
in  Agriculture in 1950.  After graduation he became Vice President of Sales and
General  Manager  for  Imperial  School  Furniture  where he worked for 14 years
before  becoming  Vice  President  of Sales for Co-ordinated Business Interiors.
Subsequent  to  his  departure  from Co-ordinated Business Interiors he became a
registered  broker  for  Hemsworth  Turton  where  his  responsibilities were to
promote  equity  funding  for  public  and private companies.  In 1969 he became
President of White Water International and Inter-American Nickel Corp. which was
in  the process of developing a water purification system.  In 1972, he accepted
the  position  of  Senior  Account  Manager  for  Finning  Tractor  (Caterpillar
Distributor)  where  he was employed until 1981.  Since that time, Mr. Bruce has
been  President  and  Chief  Executive  Officer  for  Environmental Systems Inc.
(formerly New Generation Power Corp.), a public company currently not trading on
any  exchange.

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

EDWARD  SKODA has been a Director of the Company since its inception.  Mr. Skoda
has  served  in  various  capacities in the mining industry over the last twenty
five  years  including  being  a  project coordinator, civil inspector of mines,
shift  boss  and  mine  superintendent.  Mr.  Skoda  has  been  educated  at the
Haileybury  School  of  Mines  and  later  at  the  British  Columbia  School of
Technology  where  he  obtained a diploma in Business Management.  Mr. Skoda has
worked  for  his  personal  company,  Mine Select Inc., for the past five years.
Mine  Select  Inc. undertakes consulting services for various private and public
companies;  namely  White Hawk Resources Inc. (a Vancouver Stock Exchange listed
company),  Monitor  Gold  International  Inc.  (a  private company) and Zeo-Tech
Enviro Corp. (a company listed on the TSX-V Exchange in Toronto, Canada in which
Mr.  Skoda  is  a director).  In addition, he is a Director of Clearview Mineral
Resources Corp, another company listed on the TSX-V Exchange.  He holds licenses
for  blasting,  first aid and being a volunteer fireman.  Mr. Skoda was employed
by  various  mining  companies  over  the  years in such countries as Australia,
Ireland,  New  Zealand  and  the  United  States.


                                      -17-
<PAGE>



(b)     Significant  employees

The  Company does not have any significant employees other than Edward Skoda who
has  been  the  only  director  to  work  on the Golden claim since its original
purchase.   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;

     (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.


                                      -18-
<PAGE>



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

(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

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

     The  following  table  sets  forth  as  at  November 30, 2002, the name and
position  of  each  Reporting  Person  that failed to file on a timely basis any
reports  required pursuant to Section 16 (a) during the most recent fiscal year.

<TABLE>
<CAPTION>




Name                              Position                  Report Filed
-------------------------  ----------------------     -------------------------
<S>                        <C>                     <C>
James Bruce . . . . . . .  President and Director     Form 3 -  November 4, 2002

Raymond Contoli            Secretary Treasurer and
 . . . . .                     Director               Form 3 -  November 5, 2002

Edward Skoda. . . . . . .  Director                   Form 3 -  November 4, 2002
</TABLE>




CODE  OF  ETHICS
----------------

     Under  Section  406  of  the  Sarbanes-Oxley  Act  of  2002, the Company is
required  to  disclose  annually whether it has adopted a code of ethics for the
Company's  principal  executive  officer  and senior financial officers, and, if
not,  why  not.


                                      -19-
<PAGE>



     The  Board of Directors has not yet adopted a code of ethics as at November
30,  2002  since  it  is  not  required to do so until its annual report for the
fiscal  year  ending  November  30,  2003.

     The code of ethics is defined as standards that are reasonably necessary to
deter  wrongdoing  and  to  promote:

     honest  and  ethical  conduct,  including the ethical handling of actual or
     apparent  conflicts  of  interest  between  personal  and  professional
     relationships;

     full,  fair,  accurate, timely and understandable disclosure in reports and
     documents  that  a  company  submits  to  the  SEC  and  in  other  public
     communications  made  by  the  Company;

     compliance  with  applicable  governmental  laws,  rules  and  regulations;

     the  prompt internal reporting code of violations to the appropriate person
     or  persons  identified  in  the  code;  and

     accountability  for  adherence  to  the  code.

     When  the  code of ethics is adopted by the Company, it will be prepared to
make  available to the public and its shareholders upon request, without charge,
a  copy  of  its  code  of  ethics.

Change of officers and directors

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


                        ITEM 10.  EXECUTIVE COMPENSATION


CASH  COMPENSATION

     The  only  compensation  paid to any director and officer during the fiscal
year  ended November 30, 2002 was to Edward Skoda for performing assessment work
on  the  Golden  claim.   The amount paid him, excluding room, board and travel,
was $1,200.  The rates charged by Edward Skoda are similar to rates, which would
be  charged  by  an independent third party performing the same services for the
Company.

     The  following table sets forth compensation paid or accrued by the Company
for  the  last  three  years  ended  November 30, 2002:

                SUMMARY COMPENSATION TABLE (2000, 2001 AND 2002)

                                          Long  Term  Compensation  (US Dollars)
                                          --------------------------------------
Annual  Compensation                      Awards                     Payouts
--------------------                      ------                     -------
<TABLE>
<CAPTION>




(a)                      (b)      (c)    (e)        (f)     (g)     (h)      (i)
                                        Other   Restricted               All other
                                        Annual    Stock    Options/ LTIP   compen-
Name and  Principal                      Comp.    awards     SAR   payouts  sation
     position            Year   Salary   ($)       ($)       (#)    ($)       ($)
---------------------  -------  -----------  ----------  --------  --------  ----
<S>             <C>      <C>          <C>         <C>       <C>       <C>   <C>
James Bruce . . . . . .. 2000     -0-    -0-       -0-       -0-     -0-      -0-
President, and. . . .  . 2001     -0-    -0-       -0-       -0-     -0-      -0-
Director. . . . . . . .. 2002     -0-    -0-       -0-       -0-     -0-      -0-

Raymond Contoli          2000     -0-    -0-       -0-       -0-     -0-      -0-
Secretary Treasurer. .   2001     -0-    -0-       -0-       -0-     -0-      -0-
and Director.            2002     -0-    -0-       -0-       -0-     -0-      -0-

Edward Skoda.            2000    1,000   -0-       -0-       -0-     -0-      -0-
Director. . . . .        2001      850   -0-       -0-       -0-     -0-      -0-
 . . . . . . . . . .     2002    1,200   -0-       -0-       -0-     -0-      -0-
</TABLE>


                                      -20-
<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.

TERMINATION  OF  EMPLOYMENT

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



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


(a)     Market  information

     There  are  no  market  or  markets  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; all
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  November 30, 2002, 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.


                                      -21-
<PAGE>



<TABLE>
<CAPTION>




        Name and Address                                     Amount
         of Beneficial                Nature of          of Beneficial    Percent
            Owner                    Ownership(1)         Ownership (2)   of Class
----------------------------------  ------------         --------------  ---------
<S>                                 <C>           <C>             <C>
       JAMES BRUCE                       Direct             2,500,000      22.64%
       114-2274 Folkestone Way
       West Vancouver, B.C.
       Canada, V5A 2W1 . . . . . .

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

       EDWARD SKODA                      Direct            1,000,000        9.06%
       APDO Postal 376
       Chapala, Jalisco
       Mexico, CP 45900. . . . . .

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

(2)  These  shares  are restricted since they were issued in compliance with the
     exemption from registration provided by Section 4 (2) of the Securities Act
     of  1933,  as  amended.  After  this  stock has been held for one year, the
     holders could sell one percent of the outstanding stock every three months.
     Therefore,  the  stock  cannot  be  sold  except  in  compliance  with  the
     provisions  of  Rule  144.  All  of  the  above  noted  stock  has transfer
     instructions  stamped  on  each  certificate.  None  of  the directors have
     applied  for  the  release  of  any  of  the  shares  under  Rule  144.

     Of  the  number  of  shares  shown in column 3 above, the listed beneficial
owners  do no have the right to acquire within sixty days any options, warrants,
rights,  conversion  privilege  or  similar  obligations.

     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.


                                      -22-
<PAGE>



            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Transactions  with  Management  and  Others

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

Indebtedness  of  Management

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

Transactions  with  Promoters

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

Underwriting  discounts  and  commissions

     The  Company  has  not given any discounts or commission to the sale of its
securities  since inception.   The Company does not have a principle underwriter
for  the  sale  of its common stock since in the past the executive officers and
directors  only  offered  shares  to  their  relatives,  friends  and  business
associates.

Purchase  or  sales  of  assets

     There have been no transactions involving the purchase or sale of assets by
or to the Company other than in the ordinary course of business since inception.


                                      -23-
<PAGE>




                    ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K



<TABLE>
<CAPTION>




(a)  (1)   FINANCIAL STATEMENTS
<S>                                        <C>
The following financial statements are included in this report:

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

Report of Sellers and Andersen. LLC, Certified Public Accountants . . . . . .    27

Balance Sheet as at November 30, 2002 . . . . . . . . . . . . . . . . . . . .    28

Statement of Operations for the Years Ended November 30,
2002 and 2001 and the Period December 2, 1998 (Date of
Inception) to November 30, 2002                                                  29

Statement of Changes in Stockholders' Equity for the Period
December 2, 1998 (Date of Inception) to November 30, 2002 . . . . . . . . . .    30


Statement of Cash Flows for the Years Ended November 30, 2002
and 2001 and the Period December 2, 1998 (Date of Inception)
to November 30, 2002                                                             31

Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . .    32

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

Articles of Incorporation (incorporated by reference from the
Company's Registration Statement on Form 10-SB12G filed on April 2, 1

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





                ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)     Audit  Fees

     The  aggregate  fees  billed  for  each  of the last two fiscal years ended
November  30,  2002  and  2001 for professional services rendered by Sellers and
Andersen,  L.L.C. for the audit of the Company's annual financial statements and
review  of financial statements included in the Company's Forms 10-KSB and Forms
10-QSB  was  $6,200  which represents services that are normally provided by the
Company's  auditors  in  connection  with  statutory  and  regulatory filings or
engagements  for  those  fiscal  years.


                                      -24-
<PAGE>



(2)     Audit-Related  Fees

     The  Company's  principal accountants examined the financial statements for
the  fiscal  years  ended  November  30,  2002  and 2001 and rendered an opinion
thereon.   In addition, the principal accountants reviewed the interim financial
statements  on  Form  10-QSB prior to their being submitted on Edgar to the SEC.

(3)     Tax  Fees

     The  Company's  principal  accountants prepared the annual income tax forms
for  submission  to Internal Revenue.   The charge for this service was included
in  the  audit  fees.  No  additional  charges  were  incurred.

(4)     All  Other  Fees

     The  Company  incurred  no  other  fees  from  its  principal  accountants.

(5)     Audit  Committee's  Pre-approval  Policy

     Members  of  the  audit  committee  are  fully  aware  that  the  principal
accountant  charges  $1,600 for examination of the year-end financial statements
and  $500  for  the  review  of the interim financial statements on Form 10-QSB.

(6)     Work  performed  other  than  by  the  principal accountant's full-time,
permanent  employees

     The  Company  uses  the  services  of  an accountant to prepare the working
papers  for  submission  to the principal accountant for review and examination.
It  is  estimated  that on the average the preparation of the year end financial
statements  included in the Form 10-KSB takes approximately 30 hours whereas the
hours  spent  on  the preparation of the interim financial statement included in
the  various  Forms  10-QSB  is  approximately  12  hours.


                                      -25-
<PAGE>







                                   SIGNATURES


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


                                              THE  BRALORNE  MINING  COMPANY
                                                        (Registrant)


                                                  By:/s/  "Rene Bernard"
                                                  ----------------------
                                                        Rene Bernard
                                                  Chief Executive Officer,
                                                   President and Director

   Date: January 12, 2004

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


                                                  By:/s/ "Rene Bernard"
                                                  --------------------
                                                       Rene Bernard
                                                 Chief  Executive  Officer
                                                 President  and  Director

   Date: January 12, 2004

                                                  By:   /s/  "Lucien Paquette"
                                                  ----------------------------
                                                        Lucien Paquette
                                                    Chief Accounting Officer,
                                                     Chief Financial Officer
                                               Secretary Treasurer and Director

  Date: January 12, 2004




                                      -26-
<PAGE>





SELLERS  AND  ANDERSEN,  L.L.C.               941  East  3300 South,  Suite  220
Certified  Public  Accountants  and               Salt Lake  City,  Utah,  84106
 Business Consultants Board
Member  SEC  Practice  Section  of  the  AICPA          Telephone   801-486-0096
                                                               Fax  801-486-0098

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

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  have  audited  the accompanying balance sheet of The Bralorne Mining Company
(an  exploration  stage  company)  at  November 30,  2002, and the statements of
operations, stockholders' equity, and cash flows for the years ended November
30, 2002 and 2001 and the period  from  December 2, 1998 (date of inception) to
November  30,  2002.  These  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management  as  well as evaluating the overall
financial statement presentation.  We  believe  that our audits provide a
reasonable basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of The Bralorne Mining Company at
November  30,  2002,  and the statements of operations, stockholders' equity and
cash flows for the years ended  November 30, 2002 and 2001 and the period from
December 2, 1998 (date of inception) to November 30, 2002, 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 activities 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                         /s/  "Sellers  and Andersen LLC"
January 10, 2004

                                      -27-
<PAGE>




                           THE BRALORNE MINING COMPANY
                         (PRE-EXPLORATION STAGE COMPANY)
                                  BALANCE SHEET
                                NOVEMBER 30, 2002


<TABLE>
<CAPTION>
<S>                                                   <C>
ASSETS
CURRENT ASSETS

    Cash                                                $         -

       Total Current Assets                             $         -



LIABILITIES AND STOCKHOLDERS' EQUITY (deficiency)
CURRENT LIABILITIES

     Accounts payable - related party. . . . . . . .    $    13,045
     Accounts payable. . . . . . . . . . . . . . . .         14,613
                                                           ---------

           Total Current Liabilities . . . . . . . .         27,658
                                                           ---------

STOCKHOLDERS' DEFIENCY

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 . . . . . . . . . . .         27,972

Deficit accumulated during the pre-exploration stage        (66,670)
                                                           ---------

Total Stockholders' Deficiency . . . . . . . . . . .        (27,658)
                                                           ---------

                                                         $        -
                                                           =========
</TABLE>






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


                                      -28-
<PAGE>





                           THE BRALORNE MINING COMPANY
                         (PRE-EXPLORATION STAGE COMPANY)
                             STATEMENT OF OPERATIONS
             FOR THE YEARS ENDED NOVEMBER 30, 2002 AND 2001 AND THE
        PERIOD DECEMBER 2, 1998 (DATE OF INCEPTION) TO NOVEMBER 30, 2002



<TABLE>
<CAPTION>




                                Nov 30,        Nov 30,     DEC 2, 1998 TO
                                 2002           2001         NOV 30, 2002
                              ----------     ---------     ---------------
<S>                         <C>           <C>                      <C>
REVENUES . . . . . . . . .  $         -       $        -      $       -

EXPENSES . . . . . . . . .       22,624            8,388         66,670
                              ---------       ----------       ---------

NET LOSS . . . . . . . . .  $   (22,624)      $   (8,388)     $ (66,670)
                                ========         ========       ========



NET LOSS PER COMMON SHARE

     Basic and diluted . .  $         -       $        -
                               ========         =========


AVERAGE OUTSTANDING SHARES

     Basic . . . . . . . .   11,040,050        11,040,050
                             ==========        ===========
</TABLE>








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


                                      -29-
<PAGE>




                           THE BRALORNE MINING COMPANY
                         (PRE-EXPLORATION STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE PERIOD DECEMBER 2, 1998 (DATE OF INCEPTION)
                               TO NOVEMBER 30, 2002


<TABLE>
<CAPTION>




                                                                    Capital in
                                                Common      Stock    Excess of     Accumulated
                                                Shares     Amount    Par Value       Deficit
                                              ----------  ---------  ----------  ----------------
<S>                                           <C>         <C>        <C>         <C>
BALANCE DECEMBER 2, 1998 (date of inception)         -  $       -  $        -     $          -

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

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

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

Net operating loss for the 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)
                                            ----------  ---------  ----------  ----------------

BALANCE, NOVEMBER 30, 2001 . . . . . . . .  11,040,050     11,040      15,972          (44,046)

Contributions to capital - expenses. . . . .         -          -      12,000

Net operating loss for the year ended
     November 30, 2002 . . . . . . . . . . .         -          -           -          (22,624)
                                            ----------  ---------  ----------  ----------------

BALANCE, NOVEMBER 30, 2002 . . . . . . . .  11,040,050  $  11,040  $   27,972  $       (66,670)
                                            ==========  =========  ==========  ================
</TABLE>







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


                                      -30-
<PAGE>



                           THE BRALORNE MINING COMPANY
                         (PRE-EXPLORATION STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
             FOR THE YEARS ENDED NOVEMBER 30, 2002 AND 2001 AND THE
      PERIOD FROM DECEMBER 2, 1998 (DATE OF INCEPTION) TO NOVEMBER 30, 2002



<TABLE>
<CAPTION>




                                                 Nov 30,       Nov 30,      Dec 2, 1998 to
                                                  2002           2001        Nov 30, 2002
                                              -------------  ------------  ----------------
<S>                                           <C>            <C>           <C>
CASH FLOWS FROM
     OPERATING ACTIVITIES:

Net loss . . . . . . . . . . . . . . . . . .   $   (22,624)   $   (8,388)      $   (66,670)

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

Change in accounts payable                          10,269         8,695            27,658
Contributions to capital - expenses. . . . .        12,000             -            12,000
                                                ----------      ---------        ----------

     Net Cash Used in Operations . . . . . .          (355)          307           (27,012)
                                                -----------     ---------        ----------

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

CASH FLOWS FROM FINANCING
     ACTIVITIES:

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

     Net increase (decrease) in cash . . . .          (355)          307                 -

Cash at Beginning of Period. . . . . . . . .           355            48                 -
                                                 ----------     ----------      -----------

Cash at End of Period. . . . . . . . . . . .   $         -     $     355        $        -
                                                  =========     =========        ==========
</TABLE>







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


                                      -31-
<PAGE>



                           THE BRALORNE MINING COMPANY
                         (PRE-EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               NOVEMBER 30, 2002

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
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
benefits  will  not  be  realized.

On  November  30, 2002, the Company had a net operating loss available for carry
forward  of  $66,670.  The  income tax benefit of approximately $20,000 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  carry  forward  will  expire  in  2023.

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.


                                      -32-
<PAGE>



                           THE BRALORNE MINING COMPANY
                         (PRE-EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                November 30, 2002

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 the shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and
then  only  the  basic  per  share  amounts  are  shown  in  the  report.

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

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

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.

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.

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.



                                      -33-
<PAGE>



                           THE BRALORNE MINING COMPANY
                         (PRE-EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               NOVEMBER 30, 2002

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 March 17, 2003.  The claim may be extended for one
year  by  the  payment  of  $1,980  Cdn.

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

Officer-directors'  and  their  controlled  entities  have  acquired  45% of the
outstanding  common  stock, and made no interest, demand loans to the Company of
$13,045, and have made contributions to capital of $12,000 by payment of Company
expenses.

5.     GOING  CONCERN

The  Company  intends to seek business opportunities that will provide a profit,
however,  the  Company  does  not  have  thee  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 short term
related  party  loans,  and  equity  funding,  which  will enable the Company to
operate  for  the  coming  year.



                                      -34-
<PAGE>