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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A

|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

                   For the quarterly period ended May 31, 2006
                                                  ------------


|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For the transition period ____________ to ____________

Commission File Number 0-26709
                       -------


                          BROOKMOUNT EXPLORATIONS INC.
         ----------------------------------------------------------------
        (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)
--------------------------------------------------------------------------------


                          999 Canada Place - Suite 404
                       Vancouver, British Columbia V6C 3EZ
                    -----------------------------------------
                    (Address of principal executive offices)

                                  604-676-5244
                           (Issuer's telephone number)


          -------------------------------------------------------------
   (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  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 |_|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:  24,043,502 shares of $0.001 par value
common stock outstanding as of August 28, 2006.

                                       1




                                EXPLANATORY NOTE

This  Amendment  No. 1 to the  Quarterly  Report  on Form  10-QSB/A  corrects  a
typographical error in respect of an interim statement  regarding expenses.  The
previous report filed on Form 10-QSB  indicated that general and  administrative
expenses from the date of inception through May 31, 2006, were $2,305,306,  when
the correct  amount  through  that date was  $3,388,418.  All other  information
included in the  original on Form  10-QSB,  as filed on July 14,  2006,  remains
unchanged.















                                       2







                          BROOKMOUNT EXPLORATIONS INC.

                         (An Exploration Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                  MAY 31, 2006
                                   (Unaudited)
























                          BALANCE SHEETS

                          INTERIM STATEMENTS OF OPERATIONS

                          INTERIM STATEMENTS OF CASH FLOWS

                          STATEMENT OF STOCKHOLDERS' EQUITY

                          NOTES TO THE INTERIM FINANCIAL STATEMENTS


                                       3




                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                                 BALANCE SHEETS




                                                                                   May 31,           November 30,
                                                                                    2006                2005
                                                                                   -----                ----
                                                   ASSETS                        (Unaudited)         (Audited)
                                                   ------
                                                                                             
Current assets
    Cash                                                                     $          11,363   $          20,447
    Prepaid expenses                                                                         -               5,000
    Advances - Note 2                                                                   15,000              43,617
                                                                             -----------------   -----------------

                                                                                        26,363              69,064

Capital assets - Note 3                                                                  1,056               1,242
                                                                             -----------------   -----------------

                                                                             $          27,419   $          70,306
                                                                             =================   =================

                                                LIABILITIES
                                                -----------
Current liabilities
    Accounts payable and accrued liabilities                                 $          39,969   $          33,223
    Due to related parties - Note 6                                                    155,872              58,516
                                                                             -----------------   -----------------

                                                                                       195,841              91,739
                                                                             -----------------   -----------------

                                          STOCKHOLDERS' DEFICIT
                                          ---------------------

Common stock, $0.001 par value - Note 5
         200,000,000  shares authorized
          25,870,677  shares issued (2005 - 16,768,685)                                 25,870              16,768
Additional paid-in capital                                                           5,460,762           3,031,999
Stock subscriptions receivable                                                          (6,600)             (6,600)
Deficit accumulated during the exploration stage                                    (5,648,454)         (3,063,600)
                                                                             -----------------   -----------------

                                                                                      (168,422)            (21,433)
                                                                             ------------------  ------------------

                                                                             $          27,419   $          70,306
                                                                             =================   =================

Going Concern - Note 1
Litigation - Note 8









                             SEE ACCOMPANYING NOTES

                                       4



                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                                                                   December 9, 1999
                                                                                                        (Date of
                                        Three months ended                      Six months ended      Inception) to
                                              May 31                                May 31,              May 31,
                                       2006             2005             2006           2005              2006
                                       ----             ----             ----           ----              ----
                                                                                     
Expenses
   General and administrative    $    1,836,873  $      93,787  $     2,569,544 $       184,884  $      3,388,418
       - Notes 2, 5 and 6
   Mineral property costs
       - Notes 5, and 6                   2,660              -           15,310       2,028,595         2,260,036
                               -----------------  ------------- --------------- ----------------  --------------

Net loss                         $   (1,839,533) $     (93,787) $    (2,584,854)$    (2,213,479) $     (5,646,454)
                               =================  ============= =============== ================  ===============

Basic and diluted loss per share $        (0.07) $       (0.00) $        (0.11) $         (0.16)
                               =================  ============= =============== ================

Weighted average number of shares
outstanding                          23,363,466     15,665,403       22,893,156      13,404,368
                               =================  ============= =============== ===============




















                             SEE ACCOMPANYING NOTES

                                       5



                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                        INTERIM STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                                                                   December 9,
                                                                                                       1999
                                                                                                     (Date of
                                                                                                    Inception)
                                                                    Six months ended                    to
                                                                        May 31,                      May 31,
                                                                2006                2005               2006
                                                                ----                ----               ----
                                                                                          
Cash Flows from Operating Activities
   Net loss                                              $      (2,584,854)  $      (2,213,479) $      (5,648,454)
   Add items not affecting cash:
     Depreciation                                                      186                 266                757
     Capital contributions                                               -                   -             29,250
     Capital stock issued for services                           2,052,867                   -          2,052,867
     Mineral property costs                                         10,000           2,000,000          2,160,000
      Provision for irrecoverable advance                          193,617
                                                                                             -            193,617
   Changes in non-cash working capital balances
    related to operations
     Prepaid expenses                                                5,000              (3,423)                 -
     Accounts payable and accrued liabilities                        6,746             (10,088)            39,969
                                                         -----------------   ------------------ -----------------

Net cash used in operations                                   (    316,440)           (226,724)        (1,171,994)
                                                         -----------------   -----------------  -----------------


Cash Flows from Investing Activities
Advances                                                          (165,000)            (31,860)          (208,617)
Acquisition of capital assets                                            -                   -           (  1,813)
                                                         -----------------   -----------------  -----------------

Net cash used in investing activities                             (165,000)            (31,860)          (210,430)
                                                         ------------------  ------------------ ------------------

Cash Flows from Financing Activities
   Due to related parties                                           97,356                 992            155,872
   Capital stock issued, net                                       375,000             276,687          1,237,915
                                                         -----------------   -----------------  -----------------

Net cash generated by financing activities                         472,356             276,687          1,393,787
                                                         -----------------   -----------------  -----------------
Increase (decrease) in cash                                   (      9,084)             18,103             11,363

Cash, beginning                                                     20,447              51,103                  -
                                                         -----------------   -----------------  -----------------

Cash, end                                                $          11,363   $          69,206  $          11,363
                                                         =================   =================  =================

Supplemental Disclosure of Cash Flow
 Information
   Cash paid for:
     Interest                                            $               -   $               -  $               -
                                                         =================   =================  =================

     Income taxes                                        $               -   $               -  $               -
                                                         =================   =================  =================

Non-cash transactions - Note 7



                             SEE ACCOMPANYING NOTES

                                       6



                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                        for the period December 9, 1999
                       (Date of Inception) to May 31, 2006
                                   (Unaudited)



                                                                                                         Deficit
                                                                                                       Accumulated
                                                                             Additional    Stock        During the
                                                         Common Shares         Paid-in  Subscriptions  Exploration
                                                  ------------------------
                                                     Number      Par Value     Capital  Receivable       Stage            Total
                                                     ------      ---------     -------  ----------       -----            -----
                                                                                                   
Balance, as at December 9, 1999                              - $        - $          -  $       -   $          -  $           -
Capital stock issued for cash - at $0.001           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                                                    -           -            -          -        (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                                                    -           -            -          -        (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                                                    -           -            -          -        (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                                                    -           -            -          -       (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                                                    -           -            -          -       (322,261)      (322,261)
                                               -------------- ----------- ------------  ----------   -------------  ------------
Balance, as at November 30, 2004                   10,284,848      10,285      498,056       (100       (553,021)       (44,780)

                                                                      ...Cont'd


                                       7

                             SEE ACCOMPANYING NOTES




                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                        for the period December 9, 1999
                       (Date of Inception) to May 31, 2006
                                   (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 $0.21                 100,000       100       21,130          -               -           21,230
Capital stock issued for cash- at $0.25                 200,000       200       46,300          -               -           46,500
Capital stock issued for cash- at $0.35                 134,100       134       46,867     (6,500)              -           40,501
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        35       19,965          -               -           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                                                     -          -            -          -      (2,510,579)      (2,510,579)
                                                  ------------- --------- ------------  ---------   --------------  ---------------
Balance, as at  November 30, 2005                    16,768,685    16,768    3,031,999     (6,600)     (3,063,600)         (21,433)

Capital stock issued for cash- at $0.40                 759,975       760      274,240          -               -          275,000
                               at $0.60                 163,001       163       99,837          -               -          100,000
Capital stock issued for mineral property- at $0.75     100,000       100        9,900          -               -           10,000
Capital stock issued for services                     7,921,000     7,921    2,021,242          -               -        2,029,163
Capital stock issued for debt                           158,016       158       23,544          -               -           23,702
Deferred compensation                                         -         -            -          -               -       (1,039,495)
Net loss                                                      -         -            -          -      (2,584,854)      (2,584,854 )
                                                  ------------- ----------  ----------  ---------   --------------  ---------------

Balance, as at  May 31, 2006                         25,870,677 $  25,870  $ 5,460,762 $   (6,600)  $  (5,648,454) $      (168,422)
                                                  ============= ==========  ==========  ==========  ==============  ===============







                             SEE ACCOMPANYING NOTES

                                       8



                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  May 31, 2006
                                   (Unaudited)


Note 1        Nature of Continued Operations and Basis of Presentation
              --------------------------------------------------------
              The  Company is an  exploration  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 $169,478 at May 31,
              2006 and has incurred  losses since  inception of  $5,648,454  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 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, 2005 included
              in the Company's  Annual  Report on Form  10-KSB/A  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/A. 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 six months ended May 31,
              2006 are not  necessarily  indicative  of the results  that may be
              expected for the year ending November 30, 2006.


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's
              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 consisted of 3,000,000 shares
              of common stock of the Company,  3,000,000 share purchase warrants
              at US$1.50 per warrant  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

                                       9



                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  May 31, 2006
                                   (Unaudited)

              Jemma were appointed to the Company's  board of directors.  During
              the year ended  November 30, 2005,  the Company  advanced  $43,617
              (CDN $54,400) pursuant to the Letter of Agreement. At November 30,
              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. Accordingly 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 $43,617 became refundable  pursuant to the terms
              of the Letter of  Agreement.  As of May 31, 2006,  the Company has
              not  received  the funds from Jemma.  Due to delays in  collecting
              this advance the Company provided fully against the $43,617 during
              the period ending May 31, 2006.

              During the period ending May 31, 2006, $150,000 was withdrawn from
              the  Company's  bank account by a former  director of the Company.
              The  former  director  was  not  an  authorized  signatory  on the
              Company's bank account and had not been granted any such authority
              to withdraw the funds by the Company's  Board of  Directors.  Upon
              completion of an  investigation,  the Company  determined that the
              former director had not used the funds for corporate purposes. The
              Company has worked for several months to have this director return
              the money to the Company on a voluntary  basis. To date, the money
              has not been returned. The Company has also demanded from the bank
              that the money be returned as it believes the bank is  responsible
              since the  director was not a signatory to the account and did not
              otherwise  have  authority  to have  the  funds  removed  from the
              account.  The  Company  is in  the  process  of  commencing  legal
              proceedings  against  the former  director in an effort to recover
              the $150,000.  Due to the  uncertainty  of collection  the Company
              provided  fully against the $150,000  during the period ending May
              31, 2006 (See note 8).

Note 3        Capital Assets
              --------------


                                                                                          November 30,
                                                     May 31, 2006                              2005
                                   ------------------------------------------------     --------------
                                                     Accumulated
                                         Cost        Depreciation          Net                  Net
                                                                              
     Computer equipment            $      1,813   $           757   $         1,056     $        1,242
                                   ============   ===============   ===============     ==============



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 $47,779.
                  The claims are in good standing until November 14, 2006.


                                       10




                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  May 31, 2006
                                   (Unaudited)



              b)  Mercedes Property, Junin, Peru
                  ------------------------------

                  Pursuant  to a property  acquisition  agreement  dated July 3,
                  2003 and amended on January 24, 2005,  the Company  acquired 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) and the  issuance of 5,000,000  common  shares
                  valued at $0.40 per share  (issued).  The  property is held in
                  trust by the Vendor for the  Company.  Upon  request  from the
                  Company the title will be recorded in the name of the Company.
                  At May 31,  2006  the  title  of this  property  has not  been
                  recorded in the name of the Company.


              c)   Rock Creek Claims, British Columbia, Canada
                  --------------------------------------------

                  On May 25, 2006 the Company  entered into an Option  Agreement
                  (the "Agreement") to acquire an option to purchase 100% of the
                  issued  share  capital  of 722161  B.C.  Ltd ("BC Ltd") on the
                  following terms:

                  1. The Company must issue 100,000 common shares upon execution
                     of the Agreement (issued);
                  2. The Company must make cash payments totalling CAD$250,000
                     as follows:
                        -        August 15, 2006            $10,000;
                        -        September 15, 2006         $12.500;
                        -        November 15, 2006          $12,500;
                        -        $12,500 on or before January 15, 2007, and
                                 installment on or before the 15th days of April
                                 July October and January of each year until the
                                 total of $250,000 has been paid or satisfied;
                  3. The Company must issue 500,000  common shares in four equal
                     tranches of 125,000 each on or before the 15th days of
                     October in each of 2006, 2007, 2008 and 2009;
                  4. The Company must incur exploration expenses of $1,000,000
                     over a period of five years from the date of the Agreement.

                  BC Ltd has a 56%  interest  in mineral  claims  located in the
                  Rock Creek area of British Columbia, Canada.

                  Due to the preliminary stage of exploration  activities on the
                  Company's   properties  ,  to  date,   all  mineral   property
                  acquisition cost have been impaired.


Note 5        Capital Stock
              -------------

              During the six  months  ended May 31,  2006,  the  Company  issued
              922,976  shares of common stock  pursuant a private  placement for
              total proceeds of $375,000.

              During the six months ended May 31, 2006, the Company issued:

                -        100,000 shares of common stock pursuant the proposed
                         acquisition of a mineral property (See note 4c);

                                       11



                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  May 31, 2006
                                   (Unaudited)

                -  4,291,000  shares of common stock with a fair value of
                   $1,390,284  to a director for business and  consulting
                   (See note 2, 6 and 8).
                -  3,630,000  shares  of  common  stock  with a fair  value of
                   $638,880 to its directors for the services  provided to date;
                -  158,016  shares of common stock with a fair value of $23,702
                   pursuant to a debt settlement agreement.

                To May 31, 2006,  the Company has not granted any stock  options
                or warrants.

Note 6        Related Party Transactions

              The Company paid or incurred the following amounts to directors of
              the Company,  a former director and/or companies with directors or
              officers in common:


                                                                    Six months ended
                                                                        May 31,
                                                                 2006             2005
                                                                 ----             ----
                                                                        
             General and administrative:
               Consulting fees                             $     2,054,349  $           -
               Management fees                                     150,000        102,000
                                                           ---------------  -------------

                                                           $     2,204,349  $     102,000
                                                           ===============  =============


              The consulting  and management  fees were measured at the exchange
              amount which is the amount agreed upon by the transacting parties.

              Amounts  due  to  related  parties  at May  31,  2006  are  due to
              directors of the Company in respect to unpaid  management fees and
              cash advances amounted to $82,576 (November 31,  2005-$58,516) and
              $73,296 (November 31, 2005-$Nil),  respectively. These amounts are
              unsecured.  The  amounts  due for unpaid  management  fees have no
              specific  terms  for  repayment  while  the  amounts  due for cash
              advances are due on December 31, 2006.  The amounts due for unpaid
              management fees are non-interest bearing while the amounts due for
              cash advances bear interest at a rate of 10% per annum.

              During the six  months  ended May 31,  2006,  the  Company  issued
              4,291,000  shares  of  its  common  stock  with a  fair  value  of
              $1,390,284  to a director for  services to be rendered  during the
              2006 fiscal year.  Initially this amount was deferred and expensed
              over the duration of the 2006 fiscal  year.  On April 26, 2006 the
              services of this director were  terminated (See Notes 2, 6 and 8).
              During the period  ended May 31,  2006 the  Company  expensed  the
              deferred  amount of  $1,039,495  as no  further  services  will be
              rendered by this director. The Company is currently evaluating its
              legal options to cancel these shares, in full or in part.

              During the six  months  ended May 31,  2006,  the  Company  issued
              3,630,000 shares of its common stock with a fair value of $638,880
              to its directors for the services provided.

                                       12



                          BROOKMOUNT EXPLORATIONS INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  May 31, 2006
                                   (Unaudited)


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 six months ended May 31, 2006, the Company
              issued:

              a)       100,000 common shares valued at $0.10 per share pursuant
                       to the Agreement with BC Ltd (See note 4c).

              b)       4,291,000  shares of common stock with a fair value of
                     $1,390,284 to a former director for business and consulting
                        services to be provided.

              c)       3,630,000 shares of common stock with a fair value of
                       $638,880 to its directors for the services provided to
                        date.

              d)       158,016 shares of common stock with a fair value of
                       $23,703 pursuant to a debt settlement agreement.

              These  transactions were excluded from the statement of cash flows
              for the period ended May 31, 2006, and for the period  December 9,
              1999 (Date of Inception) to May 31, 2006.

Note 8        Litigation
              ----------

              On June 29, 2006 a former director of the Company  commenced legal
              action  against the Company and its directors (See notes 2 and 6).
              The former  director is claiming  damages in excess of  $5,000,000
              for alleged breach of contract,  libel, fraud, intentional deceit,
              wrongful conduct and emotional distress. The Company and directors
              deny all of these claims,  believe they are without merit and plan
              to vigorously defend themselves against all of these claims.  (See
              note 2).







                                       13



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 of our annual report on
Form 10KSB/A and elsewhere in this quarterly report.


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 25, 2006 the Company entered into an Option  Agreement (the  "Agreement")
to acquire an option to purchase 100% of the issued share capital of 722161 B.C.
Ltd ("BC Ltd") on the following terms:

        1.       The Company must issue 100,000 common shares upon execution of
                 the Agreement (issued);
        2.       The Company must make cash payments totaling CAD$250,000 as
                 follows:
                (a) August 15, 2006                    $10,000;
                (b)      September 15, 2006            $12,500;
                (c)      November 15, 2006             $12,500;
                (d)      $12,500  on  or  before   January   15,   2007,   and
                         installment  payments of $12,500 quarterly thereafter
                         on or before the 15th days of April, July October and
                         January of each year until the total of $250,000  has
                         been paid or satisfied;
        3.       The Company must issue 500,000  common shares in four equal
                 tranches of 125,000 each on or before the 15th days of October
                 in each of 2006, 2007, 2008 and 2009;
        4.       The Company must incur exploration expenses of $1,000,000 over
                 a period of five years from the date of the Agreement.

BC Ltd has a 56%  interest in mineral  claims  located in the Rock Creek area of
British Columbia, Canada.

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 or equity financing.

                                       14



Results of Operations for Three and Six Month Periods Ended May 31, 2006

We incurred  operating  expenses in the amount of $1,839,533  and $2,584,854 for
the three and six month periods,  respectively,  ended May 31, 2006, as compared
to $93,787 and $2,213,479, respectively for the comparative periods in 2005. The
substantial  increase in operating  expenses and  consequent net loss was due to
the issuances of shares of stock to a former  director  during the first quarter
of 2006 and to all  directors  (including  the  former  director)  in the second
quarter of 2006 for services to be rendered.

Under instruction from the property vendor,  the 5,000,000 shares were issued to
our directors and officers in the following  amounts during the first quarter of
2005:

        Peter Flueck (property vendor)            2,900,000
        Zaf Sungur                                           1,050,000
        Victor Stillwell                                     1,050,000

General and  administrative  expenses for the three and six month  periods ended
May 31, 2006,  increased  $1,743,086 and $2,384,660  respectively from the prior
comparative  periods from $93,787 and $184,884 to $1,836,873  and $2,569,544 for
the same periods  respectively  in 2006.  The increase was  attributable  to the
aforementioned stock grants to certain directors and a former director.

At quarter end on May 31, 2006,  we had cash on hand of $11,363 and total assets
of $27,419.  Our liabilities at the same date totaled  $195,841 and consisted of
accounts payable and accrued  liabilities of $39,969 and $155,872 due to related
parties.

Effective  April 26,  2006,  David Jacob Dadon was removed as a director  and as
Chairman of the Board of the Company for cause. Mr. Dadon withdrew $150,000 from
the  Company's  bank account.  Mr. Dadon was not an authorized  signatory on the
Company's  bank account and had not been granted any such  authority to withdraw
the  funds  by  the  Company's  Board  of  Directors.   Upon  completion  of  an
investigation,  the Company determined that Mr. Dadon had not used the funds for
corporate  purposes.  The Company had worked for several weeks to have Mr. Dadon
return the money to the Company on a voluntary basis. To date, the money has not
been returned.  The Company has reported the incident to the proper  authorities
in Canada and the United States.

Effective  May 5, 2006,  Mr.  Dadon  responded  to his removal as a director for
cause,  which response was filed with a Form 8-K, dated May 11, 2006. We replied
to Mr.  Dadon's  letter in that same filing by noting that  "[t]the  Company has
endeavored to work with Mr. Dadon for several  months to determine why the money
was  removed  from  its  account  and to see that the  money  is  replaced.  The
assertions and accusations contained in Mr. Dadon's letter are outrageous and as
such are  impossible  to  respond  to.  The  Company  steadfastly  stands by its
assertions and the actions that it has taken."

On December 19, 2005, we filed an 8-K announcing that,  among other things,  Jay
Jeffery Shapiro, represented by Mr. Dadon to us as a close colleague and friend,
had been  appointed  to serve as our  Chief  Financial  Officer.  Mr.  Dadon had
arranged for a conference call prior to Mr.  Shapiro's  appointment to introduce
someone whose resume we were provided and we were led to believe was Mr. Shapiro
ostensibly in order to provide us with an  opportunity to interview him prior to
his appointment. On May 9, 2006, we learned that the person represented to us to
be Jay Jeffery  Shapiro  was not,  in fact,  Mr.  Shapiro.  On May 9, 2006,  the
individual we now know to be the true Mr. Shapiro contacted us to inform us that
he had no  knowledge  of  Brookmount,  had not been  asked to serve as our Chief
Financial Officer by Mr. Dadon, had not been the person interviewed by our Chief
Operating Officer, and had in fact previously informed Mr. Dadon in writing that
he no longer wished to be associated  with Mr. Dadon in any venture and that Mr.
Dadon was no longer to use his resume in connection  with any of his activities.
As a result,  on May 11,  2006 we filed a current  report on Form 8-K to,  among
other  reasons,  assure  that all  Brookmount  shareholders  are made aware that
individual  we now  know to be Jay  Jeffery  Shapiro  and  whose  biography  was
contained in our annual  report on Form 10-KSB and Form  10-KSB/A,  never played
any role in our company or in any of our disclosures.

Effective May 9, 2006,  we appointed Zaf Sungur to serve as our Chief  Financial
Officer.

                                       15



Subsequent Events

On June 29, 2006 a former director of the Company commenced legal action against
the Company and its directors. The former director is claiming damages in excess
of $5,000,000 for alleged breach of contract,  libel, fraud, intentional deceit,
wrongful conduct and emotional  distress.  The Company and directors deny all of
these claims,  believe they are without  merit,  and plan to  vigorously  defend
themselves  against all of these claims.  In addition,  the Company is exploring
claims of its own against the former director.

Item 3. Controls and Procedures

The Principal  Executive  Officer and Principal  Financial  Officer conducted an
evaluation  of the  effectiveness  of the design and  operation of the Company's
disclosure  controls  and  procedures  (as defined in Rule  13a-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on that  evaluation,  the Principal
Executive  Officer and Principal  Financial Officer concluded that the Company's
disclosure  controls and  procedures  were effective as of the end of the period
covered by this report.  There were no significant  changes in internal  control
over financial  reporting (as defined in Rule 13a-15(f)  under the Exchange Act)
that occurred during the first quarter of 2006 that have materially affected, or
are reasonably likely to materially  affect, the Company's internal control over
financial reporting.

                           PART II- OTHER INFORMATION

Item 1.  Legal Proceedings.

On June 29, 2006 a former director of the Company commenced legal action against
the Company and its directors. The former director is claiming damages in excess
of $5,000,000 for alleged breach of contract,  libel, fraud, intentional deceit,
wrongful conduct and emotional distress. The Company denies all of these claims,
believes they are without merit, and plans to vigorously  defend it self against
all of these  claims.  In addition,  the Company is exploring  claims of its own
against the former director.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

During  the  three-month  period  ended  May  31,  2006,  the  Company  accepted
subscriptions for the following share issuances:

         Price per Share                    Number of Shares
         ---------------                    ----------------
              $0.10                              100,000
              $0.32                            4,291,000
              $0.18                            3,630,000
              $0.15                              158,016


Item 3. Defaults Upon Senior Securities.

         None.

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

         None.


                                       16




Item 5. Other Information.

         None.

Item 6. Exhibits.

 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








                                       17



                                   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)
Date: August 28, 2006


                                              /s/ Zaf Sungur
                                              --------------------------
                                              Zaf Sungur
                                              COO, Secretary, treasurer,
                                              Director
                                              (Principal Accounting Officer)
Dated: August 28, 2006












                                       18