UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended August 31, 2005
------------------
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
------------------ --------------------
Commission File Number 0-26709
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BROOKMOUNT EXPLORATIONS INC.
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(Exact name of small Business Issuer as specified in its charter)
Nevada 98-0201259
--------------------------------- -----------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
666 Burrard Street, Suite 600
Vancouver, British Columbia V6C 2X8
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(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: _______ 604-676-5244
---------------------------
None
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(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 16,490,185 shares of $0.001
par value common stock outstanding as of September 27, 2005.
BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
August 31, 2005
(Stated in US Dollars)
(Unaudited)
BALANCE SHEETS
INTERIM STATEMENTS OF OPERATIONS
INTERIM STATEMENTS OF CASH FLOWS
STATEMENT OF STOCKHOLDERS' EQUITY
NOTES TO THE INTERIM FINANCIAL STATEMENTS
BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Stated in US Dollars)
August 31, November 30,
ASSETS 2005 2004
------ ---- ----
(Unaudited)
Current
Cash $ 20,092 $ 51,103
Prepaid expenses 5,000 3,863
Advances - Note 2 42,428 -
------------ ----------
67,520 54,966
Capital assets - Note 3 1,375 1,774
----------------- -----------------
$ 68,895 $ 56,740
================= =================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 31,692 $ 43,004
Due to related parties - Note 6 58,516 58,516
----------------- -----------------
90,208 101,520
----------------- -----------------
STOCKHOLDERS' DEFICIENCY
Common stock, $0.001 par value - Note 5
200,000,000 shares authorized
16,490,185 shares issued (November 30, 2004 - 10,284,848) 16,490 10,285
Additional paid-in capital 2,964,546 498,056
Stock subscriptions receivable (100) (100)
Deficit accumulated during the exploration stage (3,002,249) (553,021)
----------------- -----------------
(21,313) (44,780)
------------------ -----------------
$ 68,895 $ 56,740
================= =================
Contingency - Note 1
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Stated in US Dollars)
(Unaudited)
December 9, 1999
(Date of
Three months ended Nine months ended Inception) to
August 31, August 31, August 31,
2005 2004 2005 2004 2005
---- ---- ---- ---- ----
Expenses
General and administrative $ 68,397 $ 67,451 $ 253,281 $ 230,683 $ 758,523
- Note 6
Mineral property costs 167,352 - 2,195,947 - 2,243,726
- Note 4
---------------------------------------------------------------------------------
Net loss for the period $ (235,749) $ (67,451) $ (2,449,228) $ (230,683) $ (3,002,249)
================= ========== =============== ============== ===============
Basic loss per share $ (0.02) $ (0.00) $ (0.17) $ (0.02)
================ =========== =============== ==============
Weighted average number of shares
outstanding 16,005,883 10,130,048 14,278,912 10,130,048
=============== ============= ============== =============
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Stated in US Dollars)
(Unaudited)
December 9,
1999
(Date of
Inception)
Nine months ended to
August 31, August 31,
2005 2004 2005
---- ---- ----
Cash Flows from Operating Activities
Net loss for the period $ (2,449,228) $ (230,683) $ (3,002,249)
Add items not affecting cash:
Depreciation 399 - 438
Capital contributions - - 29,250
Mineral property costs 2,150,000 2,150,000
Changes in non-cash working capital
balances related to operations
Prepaid expenses (1,137) (264) (5,000)
Accounts payable and accrued (11,312) (3,430) 31,692
liabilities
Due to related parties - (528) 58,516
----------------- ------------------ -----------------
(311,278) (234,905) (737,353)
----------------- ----------------- -----------------
Cash Flows used in Investing Activities
Acquisition advances (42,428) 15,130 (42,428)
Acquisition of capital assets - (262) ( 1,813)
----------------- ------------------ -----------------
(42,428) (14,868) (44,241)
Cash Flows from Financing Activity
Capital stock issued 322,695 212,894 801,686
----------------- ----------------- -----------------
Increase (decrease) in cash during the period (31,011) (7,143) 20,092
Cash, beginning of the period 51,103 37,429 -
----------------- ----------------- -----------------
Cash, end of the period $ 20,092 $ 30,286 $ 20,092
================= ================= =================
Supplemental disclosure of cash flow
Information
Cash paid for:
Interest $ - $ - $ -
================= ================= =================
Income taxes $ - $ - $ -
================= ================= =================
Non-cash transactions - Note 7
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(DEFICIENCY) for the period December 9, 1999
(Date of Inception) to August 31, 2005
(Stated in US Dollars)
(Unaudited)
Deficit
Accumulated
Additional Stock During the
Common Shares Paid-in Subscriptions Exploration
-------------------------
Number Par Value Capital Receivable Stage Total
--------- ------- ----------
Capital stock issued for cash - at $0.001 3,500,000 $ 3,500 $ - $ - $ - $ 3,500
-----------------------------------------------------------------------------
Balance, as at November 30, 1999 3,500,000 3,500 - - - 3,500
Capital stock issued for cash - at $0.002 5,750,000 5,750 5,750 - - 11,500
- at $0.20 32,400 32 6,448 - - 6,480
Contributions to capital by officers - - 9,000 - - 9,000
Net loss for the year - - - - (31,327) (31,327)
-----------------------------------------------------------------------------
Balance, as at November 30, 2000 9,282,400 9,282 21,198 - (31,327) (847)
Contributions to capital by officers - - 9,000 - - 9,000
Net loss for the year - - - - (17,215) (17,215)
-----------------------------------------------------------------------------
Balance, as at November 30, 2001 9,282,400 9,282 30,198 - (48,542) (9,062)
Contributions to capital by officers - - 9,000 - - 9,000
Net loss for the year - - - - (17,811) (17,811)
-----------------------------------------------------------------------------
Balance, as at November 30, 2002 9,282,400 9,282 39,198 - (66,353) (17,873)
Capital stock issued for cash - at $0.25 176,500 177 43,948 - - 44,125
- at $0.50 250,000 250 125,262 - - 125,512
Contributions to capital by officers - - 2,250 - - 2,250
Net loss for the year - - - - (164,407) (164,407)
-----------------------------------------------------------------------------
Balance, as at November 30, 2003 9,708,900 9,709 210,658 - (230,760) (10,393)
Capital stock issued for cash - at $0.50 575,948 576 287,398 (100) - 287,874
Net loss for the year - - - - (322,261) (322,261)
-----------------------------------------------------------------------------
Balance, as at November 30, 2004 10,284,848 10,285 498,056 (100) (553,021) (44,780)
...Cont'd
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(DEFICIENCY) for the period December 9, 1999
(Date of Inception) to August 31, 2005
(Stated in US Dollars)
(Unaudited)
Deficit
Accumulated
Additional Stock During the
Common Shares Paid-in Subscriptions Exploration
------------------------
Number Par Value Capital Receivable Stage Total
------- --------- ------- ---------- ----- -----
Capital stock issued for cash - at $0.25 40,000 40 6,460 - - 6,500
Capital stock issued for cash - at $0.35 115,600 115 40,385 - - 40,500
Capital stock issued for cash - at $0.40 62,500 63 24,937 - - 25,000
Capital stock issued for cash - at $0.50 411,190 411 205,184 - - 205,595
Capital stock issued for cash - at $0.56 35,714 36 19,964 - - 20,000
Capital stock issued for cash - at $0.60 10,333 10 6,190 - - 6,200
Capital stock issued for cash - at $0.63 30,000 30 18,870 - - 18,900
Capital stock issued for mineral property - at $0.40 5,000,000 5,000 1,995,000 - - 2,000,000
Capital stock issued for mineral property - at $0.30 500,000 500 149,500 - - 150,000
Net loss for the period - - - - (2,449,228) (2,449,228)
--------------- -------- ------------- ------------ ------------ ---------
Balance, as at August 31, 2005 16,490,185 $ 16,490 $ 2,964,546 $ (100) $ (3,002,249) $ (21,313)
=============== ========== ============= ============ ============ =========
SEE ACCOMPANYING NOTES
BROOKMOUNT EXPLORATIONS INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
August 31, 2005
(Stated in US Dollars)
(Unaudited)
Note 1 Nature of Continued Operations and Basis of Presentation
The Company is a development stage company. The Company was
organized for the purpose of acquiring, exploring and developing
mineral properties. The recoverability of amounts from properties
acquired will be dependant upon discovery of economically
recoverable reserves, confirmation of the Company's interest in
the underlying property, the ability of the Company to obtain
necessary financing to satisfy the expenditure requirements under
the property agreement and to complete the development of the
property and upon future profitable production.
Going Concern
The financial statements have been prepared on the basis of a
going concern which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The
Company has a working capital deficiency of $65,116 and has
incurred losses since inception of $3,002,249 and further losses
are anticipated in the development of its mineral properties
raising substantial doubt as to the Company's ability to continue
as a going concern. The ability of the Company to continue as a
going concern is dependent on raising additional capital to fund
ongoing exploration and development and ultimately on generating
future profitable operations. The Company will continue to fund
operations with advances, other debt sources and further equity
placements.
Unaudited Interim Financial Statements
The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with United States
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB of Regulation
S-B. They do not include all information and footnotes required by
United States generally accepted accounting principles for
complete financial statements. However, except as disclosed
herein, there has been no material changes in the information
disclosed in the notes to the financial statements for the year
ended November 30, 2004 included in the Company's Annual Report on
Form 10-KSB filed with the Securities and Exchange Commission. The
interim unaudited financial statements should be read in
conjunction with those financial statements included in the Form
10-KSB. In the opinion of Management, all adjustments considered
necessary for a fair presentation, consisting solely of normal
recurring adjustments, have been made. Operating results for the
nine months ended August 31, 2005 are not necessarily indicative
of the results that may be expected for the year ending November
30, 2005.
Brookmount Explorations Inc.
(An Exploration Stage Company)
Notes to the Interim Financial Statements
August 31, 2005
(Stated in US Dollars)
(Unaudited) - Page 2
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Note 2 Advances
----------
On May 13, 2005, the Company signed a "Letter of Agreement" with a
private corporation Jemma Resources Corp. ("Jemma") to acquire
100% of the outstanding capital stock of Jemma. Significant terms
contained in the Letter of Agreement were the appointment of two
of Jemma's directors to the Company's board of directors, Jemma
completing a debt financing of $15 million, and the Company's
right to elect not to proceed with the transaction thereby
resulting in all advances made to Jemma by the Company being
refundable, and the replacement of the Letter of Agreement with a
binding contract. The purchase price consists of 3,000,000 shares
of common stock of the Company, 3,000,000 share purchase warrants
at $1.50 exercisable within 24 months from the date of the
agreement and approximately CDN$75,000 in refundable advances to
secure an extension for the option to purchase a mineral property
and for operating costs. During May 2005 two directors of Jemma
were appointed to the Company's board of directors. During the
nine months ended August 31, 2005 the Company advanced $42,428
(CDN $53,000) pursuant to the Letter of Agreement. At August 31,
2005 the Letter of Agreement had not been replaced by a binding
contract and Jemma had not raised the debt financing as
contemplated in the Letter of Agreement.
Subsequent to August 31, 2005 the Company's management decided not
to proceed with this transaction. The decision was as a result of
the Company's due diligence and Jemma's inability to raise the
agreed financing. As a result, the advances totaling $42,428
became refundable pursuant to the terms of the Letter of
Agreement. Although the Company has not yet received the funds
from Jemma, management believes these funds are recoverable
because Jemma has expressed its intention to repay the Company.
Note 3 Capital Assets
November 30,
August 31, 2005 2004
---------------------------------------------------- -------------------
Accumulated
Cost Depreciation Net Net
---- ------------ ---
Computer equipment $ 1,813 $ 438 $ 1,375 $ 1,774
============ =============== =============== ==============
Note 4 Mineral Properties
a) Brookmount Claims, Abitibi West County, Quebec, Canada
During 2003 the Company acquired five mineral claims located
in the Chazel Township, in the Province of Quebec for $48,079.
The claims are in good standing until November 14, 2006.
Brookmount Explorations Inc.
(An Exploration Stage Company)
Notes to the Interim Financial Statements
August 31, 2005
(Stated in US Dollars)
(Unaudited) - Page 3
-----------
Note 4 Mineral Properties (continued)
b) Mercedes Property, Junin, Peru
Pursuant to a property acquisition agreement dated July 3,
2003 and amended on January 24, 2005, the Company may acquire
a 100% interest in 2,611 hectares located in Central Peru from
a director of the Company (the "Vendor") for consideration of
$22,500 (paid during the three months ended February 28, 2005)
and the issuance of 5,000,000 common shares valued at $0.40
per share (issued). The property is held in trust for the
Company. Upon request from the Company the title will be
recorded in the name of the Company. At August 31, 2005 the
title of this property has not been recorded in the name of
the Company.
c) Mooseland Property, Nova Scotia, Canada
Pursuant to a binding letter of agreement dated June 14, 2005,
the Company acquired a right to purchase a 100% interest in
the Mooseland property located in Halifax County Nova Scotia
for consideration of:
(1) $250,000 payable by July 1, 2005 (not paid),
(2) $750,000 payable by September 30, 2005 (not paid);
(3) 500,000 restricted common shares of the Company. The
Company issued the common stock pursuant to the agreement on
August 12, 2005 and recorded the fair value of the shares on
the date of issue at $0.30 per share, or $150,000 as a mineral
property expense in the statement of operations during the
quarter ended August 31, 2005.; and (4) a 1.5% Net Smelter
Royalty.
The Vendor has agreed with management of the Company that the
agreement will terminate by no later than November 13, 2005
with no recourse to the Company by the Vendor.
Note 5 Capital Stock
To date the Company has not granted any stock options or warrants.
Brookmount Explorations Inc.
(An Exploration Stage Company)
Notes to the Interim Financial Statements
August 31, 2005
(Stated in US Dollars)
(Unaudited) - Page 4
-----------
Note 6 Related Party Transactions
The Company was charged the following amounts by directors of the
Company, a former director and/or companies with directors or
officers in common:
Nine months ended
August 31,
2005 2004
---- ----
General and administrative:
Consulting fees $ - $ -
Management fees 140,500 116,000
--------------- -------------
$ 140,500 $ 116,000
=============== =============
The charges were measured by the exchange amount which is the
amount agreed upon by the transacting parties.
Amounts due to related parties are due to directors of the Company
in respect to unpaid management fees and advances. These amounts
are unsecured, non-interest bearing and have no specific terms for
repayment.
During the nine months ended August 31, 2005 the Company purchased
a mineral property from one of the Company's directors (See note
4(b)).
Note 7 Non-cash Transactions
Investing and financing activities that do not have a direct
impact on current cash flows are excluded from the statement of
cash flows. During the period ended August 31, 2005, the Company
issued 5,000,000 common shares valued at $0.40 per share pursuant
to the Mercedes Property acquisition agreement and issued 500,000
common shares valued at $0.30 per share pursuant to the Mooseland
Property letter of agreement (See note 4). These transactions were
excluded from the statement of cash flows for the nine months
ended August 31, 2005 and for the period December 9, 1999 (Date of
Inception) to August 31, 2005.
Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD LOOKING STATEMENTS
This quarterly report 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 this Risk Factors section and elsewhere in this annual report.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to
the filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was conducted by one of the directors of the
Company, who also acts as the Company's President and the Chief Executive
Officer.
Based upon that evaluation, the Company concluded that the disclosure controls
and procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors, which could significantly
affect internal controls subsequent to the date the Company carried out its
evaluation.
Plan of Operation
Our plan of operations for the twelve months following the date of this
quarterly report is to complete initial exploration programs on the Brookmount
and Mercedes properties. We anticipate that the programs on the Brookmount and
Mercedes properties will cost $25,000 and $480,000 respectively.
In addition, we anticipate spending $25,000 on professional fees, $132,000 on
salaries and wages, $30,000 on travel costs, $50,000 on promotional expenses and
$40,000 on other administrative expenses in the next 12 months.
Total expenditures over the next 12 months are therefore expected to be
$782,000. We will not be able to proceed with either exploration program, or
meet our administrative expense requirements, without additional financing.
On May 13, 2005, the Company signed a "Letter of Agreement" with a private
corporation Jemma Resources Corp. ("Jemma") to acquire 100% of the outstanding
capital stock of Jemma. Significant terms contained in the Letter of Agreement
were the appointment of two of Jemma's directors to the Company's board of
directors, Jemma completing a debt financing of $15 million, and the Company's
right to elect not to proceed with the transaction thereby resulting in all
advances made to Jemma by the Company being refundable, and the replacement of
the Letter of Agreement with a binding contract. The purchase price consists of
3,000,000 shares of common stock of the Company, 3,000,000 share purchase
warrants at $1.50 exercisable within 24 months from the date of the agreement
and approximately CDN$75,000 in refundable advances to secure an extension for
the option to purchase a mineral property and for operating costs. During May
2005 two directors of Jemma were appointed to the Company's board of directors.
During the nine months ended August 31, 2005 the Company advanced $42,428 (CDN
$53,000) pursuant to the Letter of Agreement. At August 31, 2005 the Letter of
Agreement had not been replaced by a binding contract and Jemma had not raised
the debt financing as contemplated in the Letter of Agreement.
Subsequent to August 31, 2005 the Company's management decided not to proceed
with this transaction. The decision was as a result of the Company's due
diligence and Jemma's inability to raise the agreed financing. As a result, the
advances totaling $42,428 became refundable pursuant to the terms of the Letter
of Agreement. Although the Company has not yet received the funds from Jemma,
management believes these funds are recoverable because Jemma has expressed its
intention to repay the Company.
Pursuant to a binding letter of agreement dated June 14, 2005, the Company
acquired a right to purchase a 100% interest in the Mooseland property located
in Halifax County Nova Scotia for consideration of:
(1) $250,000 payable by July 1, 2005 (not paid),
(2) $750,000 payable by September 30, 2005 (not paid);
(3) 500,000 restricted common shares of the Company. The Company issued
the common stock pursuant to the agreement on August 12, 2005 and
recorded the fair value of the shares on the date of issue at $0.30
per share, or $150,000 as a mineral property expense in the statement
of operations during the quarter ended August 31, 2005; and
(4) a 1.5% Net Smelter Royalty.
The Vendor has agreed with management of the Company that the agreement will
terminate by no later than November 13, 2005 with no recourse to the Company by
the Vendor.
We will not be able to complete the initial exploration programs on our mineral
properties without additional financing. We currently do not have a specific
plan of how we will obtain such funding; however, we anticipate that additional
funding will be in the form of equity financing from the sale of our common
stock. We may also seek to obtain short-term loans from our directors, although
no such arrangement has been made. At this time, we cannot provide investors
with any assurance that we will be able to raise sufficient funding from the
sale of our common stock or through a loan from our directors to meet our
obligations over the next twelve months. We do not have any arrangements in
place for any future equity financing.
Results Of Operations for Nine-Month Period Ended August 31, 2005
We incurred operating expenses in the amount of $2,449,228 for the nine-month
period ended August 31, 2005, as compared to $230,683 for the comparative period
in 2004. The substantial increase in net loss was due to mineral property costs
related to: (1) the issuance of 5,000,000 shares of common stock at a recorded
value of $2,000,000 in connection with the completion of our acquisition of the
Mercedes property; and (2) the issuance of 500,000 shares of common stock at a
recorded value of $150,000 in connection with our acquisition of a right to
purchase a 100% interest in the Mooseland property in Halifax, Nova Scotia which
agreement will be terminated by no later than November 13, 2005 with no recourse
to the Company by the Vendor.
Under instruction from the property vendor, the 5,000,000 shares were issued to
our directors and officers in the following amounts:
Peter Flueck (property vendor) 2,900,000
Zaf Sungur 1,050,000
Victor Stillwell 1,050,000
General and administrative expenses for the nine-month period ended August 31,
2005 were comparable to those incurred in the same period in 2004 ($253,281
versus $230,683).
At quarter end, we had cash on hand of $20,092 and total assets of $68,895. Our
liabilities at the same date totalled $90,208 and consisted of accounts payable
and accrued liabilities of $31,692 and $58,516 due to related parties.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.
Item 2. Changes in Securities
During the nine-month period ended August 31, 2005, the Company accepted
subscriptions for the following share issuances:
Price per Share Number of Shares
---------------- ---------------
$0.25 40,000
$0.35 115,600
$0.40 62,500
$0.50 411,190
$0.56 35,714
$0.60 10,333
$0.63 30,000
In addition, we issued 5,000,000 shares at a deemed price of $0.40 per share
pursuant to our purchase of the Mercedes property located in Peru, and 500,000
common shares valued at $0.30 per share pursuant to the Mooseland Property.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
During the three-month period ended August 31, 2005, the Company filed a current
report on the Form 8-K in relation with an appointment of an audit firm "Dale
Matheson Carr-Hilton LaBonte", Chartered Accountants as the Company's auditor.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Brookmount Explorations Inc.
/s/ Peter Flueck
---------------------------
Peter Flueck
President, Chief Executive
Officer and Director
(Principal Executive Officer)
Dated: October 13, 2005
Brookmount Explorations Inc.
/s/ Zaf Sungur
---------------------------
Zaf Sungur
C.O.O., Secretary, treasurer,
Director and principal accounting
officer
Dated: October 13, 2005