BMXI Brookmount Explorations Inc (PK)

ITEM 1. DESCRIPTION OF BUSINESS

HISTORY AND ORGANIZATION

         Brookmount Explorations, Inc. (the "Company"),  a Nevada Corporation, was incorporated on December 9, 1999. Since inception, the Company has not been involved in any bankruptcy, receivership or similar proceedings. It has not had any material reclassification, merger, consolidation, purchase or sale  of a  significant amount of assets not in the  ordinary  course of  business.  The Company has no subsidiaries and no affiliated companies. The Company's shares are quoted on the NASD over the counter bulletin board (OTCBB) and currently trading under the symbol "BMXI".

         Subsequent to November 30, 2005, the Company's shares were listed on the Berlin  Stock  Exchange and the Frankfurt Stock Exchange  under the symbol  "B6P".  

         The Company's executive offices are located at 3888 Sound Way, Bellingham, Washington 98227 , Telephone: (206)497-2138.

         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 February 27, 2008, there were 37,588,267 shares outstanding.

         The Company commenced operations as an exploration stage company during the fiscal year ended November 30, 2005.

         Subsequent to November 30, 2005, Brookmount signed a Letter of Intent to acquire 56% interest in the Rock Creek Property by acquiring 722161 BC Ltd., a private corporation which is the owner of the interest in the Rock Creek Property. The property is located approximately 10 kilometers southeast of Rock Creek, B.C. in the Greenwood Mining Division.

Brookmount Claims

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         Mercedes 100 Property         

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         The Mercedes 100 property consists of six mineral claims. We are the beneficial owner of a 100% interest in the claims. There are no other underlying agreements or interests in the property.

         Specifics of the six mineral claims are as follows:

Claim Area

Claim Name                 

Claim Number                          

(Hectares)

446.93

         Subsequent to November 30, 2005, Brookmount filed an application to acquire 1 additional 500 hectares of land at the Mercedes 100 property. These claims were acquired.

Acquisition and Maintenance of Mineral Rights in Peru

         The  general  mining  law of Peru  defines  and  regulates  all  mining activity,  from sampling and prospecting to commercialization,  exploitation and processing.  Mining concessions are granted in defined areas generally ranging from 100 to 1,000 hectares in size. Mining titles are irrevocable and perpetual, as long as the titleholder maintains payment of government fees. No royalties or other production-based monetary obligations are imposed on holders of mining concessions.  Instead,  a holder  of  mineral  concessions  must  pay an  annual maintenance  fee of $3.00 per hectare for each concession  actually  acquired or for a pending  application by June 30 of each year.  The concession  holder must sustain a minimum level of annual commercial production of greater than $100 per hectare in gross sales within eight years of the granting of the  concession or, if the concession is not yet in production, the annual rental increases to $4.00 per  hectare  for the ninth  through  fourteenth  years of the  granting  of the concession and to $10.00 per hectare  thereafter. The concession will terminate if the annual fee is not paid for three  years in total or for two  consecutive years.  The term of the concession is indefinite as long as the property is maintained by payment of rental fees.

         The Peruvian Constitution and the Civil Code protect a mineral title holder by granting it the same rights as a private property holder.  The holder's rights are distinct and independent from the ownership of the land on which it is located, even when both belong to the same person. Mining rights are defensible against third parties, transferable, chargeable and may be the subject of any contract or transaction.

Description, Location and Access

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         The Mercedes 100 property is accessed  from Lima by an excellent  paved mountain  highway to  Concepcion,  just 10  kilometers  short of the  provincial capital  of  Huancayo,  then by a paved  road to  Santa  Roda de  Ocopa.  A good all-weather gravel road connects Ocopa with Satipo, a village in the Amazonas river basin. The Mercedes Mine camp is 36 kilometers from Santa Rosa.

         Although the property is within 12 degrees south of the equator, it lies between 4,300 and 4,500 meters above sea level in an area that is treeless and cold.  There are two main seasons in the region of the property:  a dry cool winter with sunny days and cold nights (to -4(0) Celsius) lasting from May to

October,  and a wet,  cool  summer  that  lasts  from  November  to April and is characterized   for  its  intense  rains,  snow  and  hail  storms  and  average temperatures of 8(0) Celsius.

A 33 kilovolt power line follows the main gravel road past the Mercedes 100 property.  Pomamanta,  the  nearest  village  to the  property,  about five kilometers  to the east,  is  electrified  on a limited  basis.  The line is 4.5 kilometers from the property site.  Water for mining and drilling is available from streams and seeps in the hills above the property.

Nearby towns such as Conception and Huancayo are modern and offer most necessities.

There is a narrow guage railroad from Lima to Huancayo.  This connects the mining and smelting center of La Oroya, 130 kilometers to the west.

         On the property site, there is a large brick building that could be refurnished to serve as a camp for 20 to 30 people.

Mineralization and Exploration History

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         In the 1990's, Leader Mining Inc. entered into an option agreement with Mr. Peter Flueck for a 50% working interest in the property and in 1996, commissioned MPH Geological Consulting to assess the property’s potential. Although the report contained a range of values of zinc, lead, gold and silver mineralization found on the property,  as well as calculations of proven,  potential,  probable and  possible  reserves,  we do not have  sufficient  information  that would be necessary  to  determine if these  figures are  accurate or were  calculated  in accordance with acceptable mining standards.

         Prior to our acquisition of the Mercedes 100 property, approximately $3,000,000 has been spent on the property.  Most of these  funds were spent on road building,  re-opening  underground workings on the property,  topographical surveys,  metallurgical  tests,  several  exploitation  campaigns  and  numerous sampling programs.

Geological Report: Mercedes 100 property

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         We obtained a geological report on the Mercedes 100 property that was prepared by Guillermo Salazar, a professional geologist, of Calgary, Alberta. We commissioned the report in March 2004.  The  geological  report  summarizes the results  of  previous  exploration  on the  Mercedes  100  property  and makes a recommendation for further exploration work.

         In his report, Mr.  Salazar recommends further exploration of the Mercedes 100 property that would include the following:

         1.       Survey of the property’s several known showings, adits and trenches.  It is  recommended  that this be  done by  confirming  that  the  property boundaries  are  properly  located,  that the  portals,  adits and  trenches are re-located  with respect to the property  boundaries  and to other  cultural and topographic features such as access roads, camps, mine dumps and main rivers.

         2.       There  is  about  200  tonnes  of  run-of-mine  mineral  in 50 kilogram  sacks  stacked  along  the road  near the  property.  The sacks are in variable states of deterioration.  They are, however, readily available for shipping if a nearby mill were to take the material for processing.  The cost to us would include the cost of check assaying, re-sacking and transportation to the mill.  Preliminary sampling of this rock indicates an average of 8.73 ounces per ton silver and 1.34% zinc. Mr. Salazar recommends that this be investigated.

         3.       A drilling  program  consisting  of  sixteen  drill  holes and totaling  1,810  meters  designed  to test  prospective  areas of the  claims is recommended.

         4.       The geological interpretation of the claims needs to be confirmed. This requires the following:

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a  satellite  image  interprétation  map. The  primary  objective of this would be to define the trace continuity of the faults and veins recognized on the property

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a structural  air photo  and  geological  map. The air photos used for this  map  could  also  be  used to  produce  a  ground   controlled topographic  map without the errors in the government data packages.

The required detail of this recommendation depends on the results

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From the survey described in paragraph one above the results from these studies should be followed up with careful prospecting of the targets thus defined.

Mr. Salazar proposes the following budget for exploration:

Survey the property's showings, adits and trenches:                

$7,500

Truck rental (30 days at $100 per day):                            

$3,000

Check assaying of 220 tonnes, re-sacking of material

and identification of potential purchasers:                      

$10,000

Application for drilling permits:                                  

$3,000

Drilling of 1,800 meters in 16 holes:                            

$271,500

Permit closure reporting:                                          

$3,000

Satellite interpretation of alteration and lineaments:            

$10,000

Testing of sacked mineralized rock (30 samples at $20 each):       $600

Drill core testing (300 samples at $20 each):                      

$6,000

Gridding work:                                                    

$75,000

Report writing:                                                   

$15,000

Office and administration:                                         

$7,500

Miscellaneous:                                                   

$40,000

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Total:                                         

$449,100

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In January 2008 The Company commissioned Geologist Jeff Reeder to produce a new 43-101 report as well as an exploration program. On February 5, 2008 The Company received a budget to accomplish these objectives.

The budget has three phases and the work will be performed by Luc Pigeon (P.Geo.)
 
1) Mapping, sampling and surveying
2) Geophysics
3) 43-101 report writing.

Proposed Exploration Plan Mercedes 100 Project Central Peru

The exploration program will consist of basic mapping and sampling followed up by a geophysical survey. The program will be supervised by a Professional Geologist and will prepare an independent 43-101 report. The amounts are in US dollars.

Initial Phase – Geological Mapping and Sampling

1 – Project Supervision – P.Geo – Canadian = 15 days X $500 = $7500

1 - Project Geologist Peruvian  – Geological Mapping X 30 days X $300 = $9000

10 – laborers = 300 Man days X $10 = $3000

1 – Junior Geologist Sampling control 30 days X $60 = $1800

2 - Field Assistants – Samplers – 60 Man days X $20 = $2400

Surveyor

- Topographic Control - $35,000 - Geosurvey

- Underground Survey - $15,000 – Geosurvey

 Camp Setup - $12,000

 Supplies / Food $10,000

 Samples – 600 X $50 = $3000

Truck Rental = 30 days X 150 = $4500 (includes Fuel)

Second Phase - Geophysics – Induced Polarization and Magnetics

Project Supervision – P.Geo = 5 days X $500 = $2500

1 Project Geologist – 15 days X $300 = $4500

25 line kilometers = $2000 per kilometer = $50,000

15 laborers – 450 Man days = $4500

Camp Supplies and Food = $15,000

Truck Rental = 30 days = $4500

Geophysical Report = $5000

Geological Report in Spanish and Map drafting = $10,000

Reporting 43-101

Project Manager Report Writing ~ $15,000

Drafting = $5000

Sub-Totals = $219,200

Add 10% Cont. = 21,920

Totals = $241,120

         Compliance with Government Regulation

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         The General Mining Law of Peru is the primary body of law with regards to environmental regulations.  It is administered by the Ministry of Energy and Mines (the “MEM").  The MEM  can  require  a  mining  company  to  prepare  an environmental  evaluation,  an environmental  impact assessment,  a program for environmental management and adjustment and a closure plan. Mining companies are also subject to annual environmental audits.

         A mining company that has completed its permitted exploration program must submit an impact study when applying for a new concession,  to increase the size of its existing  processing  operations  by more than 50% or to execute any other mining project. A company must also set forth its plan for compliance with the  environmental  laws and  regulations,  including its planned  mining works, investments,  monitoring systems, waste management control and site restoration. The plan is considered approved if the MEM does not respond after 60 days of filing. If the MEM or an "interested party" can show just cause, the plan may be modified during first year.

A mining company must also submit a closure plan for each component of its operations.  The closure plan must  outline the  measures  that will be taken to protect  the  environment  over the  short,  medium  and long term from  solids, liquids and gasses generated by the mining works. The General Mining Law of Peru has in place a system of sanctions or financial  penalties  that can be levied against a mining company not in compliance with the environmental regulations.

Employees

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         The Company does not have any full time employees and the directors and officers devote such time as is required 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.

Available Information

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         The Company's  shares are listed on the OTCBB,  and, as required,  the Company 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") on Forms 10-KSB and 10-QSB.

         The public may read and copy any material the Company files with the SEC at the SEC's Public Reference Room at 100 F Street NE, 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 files its periodic  reports  electronically  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's internet address is www.brookmount.com

Research and Development Expenditures

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         We did not incur any research and development expenditures  during the fiscal year ended November 30, 2007.

Subsidiaries

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         The Company has formed Brookmount Exploration, Inc. SA in Peru.

Patents and Trademarks

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         We  do  not  own,  either  legally  or  beneficially,  any  patents  or trademarks.

ITEM 1.A

RISK FACTORS

         An investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

OUR MERCEDES 100 PROPERTY CONTAINS THE FOLLOWING RESERVES AND RESOURCES.

Proven - 21,500 Tons @ 1 ounce gold equivalent

Potential & Prospective - 480,000 Tons @ 1 ounce gold equivalent

Possible - 1,950,000 Tons @ 1,800,000 ounces gold equivalent

         Our sole mineral property asset is the Mercedes 100 property in Peru. As this property is in the exploration stage, it does not generate any cash flow. Accordingly, we have no means of producing any income. We anticipate incurring losses for the foreseeable future.

         IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

         Our current operating funds are less than necessary to complete planned exploration  on our mineral  property,  and  therefore  we will need to obtain additional  financing in order to complete our business plan. As of November 30, 2007, we had cash in the amount of $23,950.  We currently do not have any operations and we have no income.

         Our business plan calls for significant expenses in connection with the exploration of the Mercedes 100 property.  We do not have sufficient funds to complete recommended exploration on the properties and ongoing administrative expenses.

         We  will  also  require  additional  financing  if  the  costs  of  the exploration  of our  properties  are greater than  anticipated.  We will also require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete.  We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required.  Obtaining additional financing would be subject to a number of factors, including the market prices for metals such as gold, investor acceptance of our properties and general investor sentiment. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

         The most likely source of future funds presently available to us is through the sale of equity capital.  Any sale of share capital will result in dilution to existing shareholders.  The only other anticipated alternative for the financing of further exploration would be the offering by us of an interest in our properties to be earned by another party or parties carrying out further exploration thereof, which is not presently contemplated.

         BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.

We have not yet commenced  exploration  on the Mercedes 100  property.

Accordingly, we have no way to evaluate the likelihood that our business will be successful.   To  date,  we  have  been  involved  primarily  in  organizational activities  and the  acquisition of mineral  properties.  We have not earned any revenues as of the date of this report.  Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates.

         Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  We therefore expect to incur significant losses in the foreseeable future.  We recognize that if we are unable to generate   significant revenues from development of the Mercedes 100 property and the production of minerals from the claims, we will not be able to earn profits or continue operations.

         There  is no  history  upon  which  to base  any  assumption  as to the likelihood  that we  will  prove  successful,  and it is  doubtful  that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

         BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINERAL PROPERTIES, THERE IS A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

         The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that the mineral claims that we have an interest in contain commercially exploitable reserves of valuable metals. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us in the exploration of the optioned mineral properties may not result in the discovery of commercial quantities of minerals.  Problems such as unusual or unexpected  formations  and other  conditions  are  involved  in  mineral  exploration  and often  result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

         BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.

         None of our directors has any professional training or technical credentials in the exploration, development and operation of mines. As a result, we may not be able to recognize and take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological consultants.  As well, with no direct training or experience, our management may not be fully aware of the specific requirements related to working in this industry.  Their  decisions  and  choices  may not be well  thought  out and our operations  and  ultimate  financial  success may suffer  irreparable  harm as a result.

         BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

         The search for valuable minerals involves numerous hazards.  As a result,  we  may  become  subject  to  liability  for  such  hazards,  including pollution,  cave-ins and other hazards against which we cannot insure or against which we may elect not to insure.  The payment of such Liabilities may have a material adverse effect on our financial position.

         IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

         There are several governmental regulations that materially restrict mineral property exploration and development.  Under Peruvian mining law, to engage in certain types of exploration will require work permits.  While these current laws will not affect our current exploration plans, when we proceed with drilling  operations  on  the  Mercedes  100  property,  we  will  incur  modest regulatory compliance costs.

         BECAUSE OUR DIRECTORS AND OFFICERS OWN 60.33% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE AND CONTROL   CORPORATE DECISIONS   THAT MAY BE DISADVANTAGEOUS TO OTHER MINORITY SHAREHOLDERS.

         As of the date of this filing, our directors own approximately 60.33% of the outstanding  shares of our  common  stock. Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. They will also have the power to prevent or cause a change in control. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

         WE MAY NOT BE ABLE TO OPERATE AS A GOING CONCERN AND OUR BUSINESS MAY FAIL.

         The Independent  Auditor's Report to our audited  financial  statements for the period ended November 30,  2007,  indicates  that there are a number of factors  that raise  substantial  doubt about our ability to continue as a going concern.  Such  factors  identified  in  the  report  are  that  we  are  in the pre-exploration  stage, we have no established source of revenue and that we are dependent on our ability to raise capital from  shareholders or other sources to sustain operations.

         OUR STOCK  PRICE  IS  SUBJECT  TO WIDE  FLUCTUATIONS  THAT  MAY  CAUSE STOCKHOLDERS TO LOSE THEIR INVESTMENTS.

         If a market for our  common  stock  develops,  we  anticipate  that the market  price of our  common  stock  will be  subject  to wide  fluctuations  in response to several factors, including:

(1)  actual or anticipated variations in our results of operations;  

(2) our ability or inability to generate new revenues;  

(3) increased competition; and

(4) conditions and trend in the mineral exploration industry.

Since our common stock is traded on the NASD over the counter  bulletin board,  our  stock  price may be  impacted  by  factors  that are  unrelated  or disproportionate to our operating  performance.  These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock.

Forward-Looking Statements

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          This Form 10-KSB contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the above "Risk Factors" section and elsewhere in this document.