HIP ENERGY 20F 2008 Annual report

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

FORM 20-F

(Mark One)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

[ X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedNovember 30, 2008.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report

For the period from December 1, 2007 to November 30, 2008

Commission file number000-30972

BRADNER VENTURES LTD.
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

Suite 1680, 200 Burrard Street
Vancouver, British Columbia, Canada V6C 3L6
(Address of principal executive offices)

Richard Coglon, President,
604 693-0177
richard@rlcstrategic.com
Suite 1680, 200 Burrard Street
Vancouver, British Columbia, Canada V6C 3L6
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Not Applicable	Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares Without Par Value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Not Applicable
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

There were 6,058,256 common shares, without par value, issued and outstanding as of November 30, 2008.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] YES [X] NO

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
[ ] YES [ X ] NO

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [X]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP [ ]	International Financial Reporting Standards as issued
	by the International Accounting Standards Board[X ]	Other[X]

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

[X] Item 17 [ ] Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[X] YES [ ] NO

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] YES [ ] NO

PART I

This annual report contains forward-looking statements as that term is defined in Section 27A of the United StatesSecurities Act of 1933 and Section 21E of the United StatesSecurities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this annual report, the terms “we”, “us”, “our”, “company” and “Bradner” mean Bradner Ventures Ltd., unless otherwise indicated.

Unless otherwise indicated, all dollar amounts referred to herein are in Canadian dollars.

ITEM 1 Identity of Directors, Senior Management and Advisers

Not applicable.

ITEM 2 Offer Statistics and Expected Timetable

Not applicable.

ITEM 3 Key Information

A.	*Selected Financial Data*

The following financial data summarizes selected financial data for our company prepared in accordance with Canadian generally accepted accounting principles for the five fiscal years ended November 30, 2008. Additional information is presented to show the differences which would result from the application of United States generally accepted accounting principles to our financial information. The information presented below for the five year period ended November 30, 2008 is derived from our audited financial statements which were examined by our independent auditor. The information set forth below should be read in conjunction with our audited financial statements and related notes included in this annual report and with the information appearing under the heading “Item 5. Operating and Financial Review and Prospects”. The data is presented in Canadian dollars.

Selected Financial Data
(Stated in Canadian Dollars –Calculated in accordance with Canadian GAAP)

Fiscal Year Ended November 30 (Audited)

CANADIAN GAAP		2008			2007			2006			2005			2004

Net Sales or Operating Revenue	$	-		$	-		$	-		$	-		$	-
Total Expenses	$	47,508		$	61,980		$	58,145		$	71,186		$	49,574
Other Income	$	-		$	-		$	-		$	-		$	-
Income (Loss) from
Continuing Operations	$	(47,508	)	$	(61,980	)	$	(58,145	)	$	(71,186	)	$	(49,597	)
Net Loss and Comprehensive Loss for
the Year	$	(47,508	)	$	(61,980	)	$	(58,145	)	$	(71,186	)	$	(49,597	)
Net Loss and comprehensive loss per
Common Share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Total Assets	$	4,733		$	6,236		$	18,020		$	80,120		$	145,773
Total Stockholders’ Equity
(Deficiency)	$	(95,267	)	$	(52,759	)	$	9,221		$	67,366		$	138,552
Capital Stock	$	4,279,498		$	4,279,498		$	4,279,498		$	4,279,498		$	4,279,498

CANADIAN GAAP		2008			2007			2006			2005			2004
Number of Common Shares
(adjusted to reflect changes
in capital)		6,058,256			6,058,256			6,058,256			6,058,256			6,058,256
Basic and Diluted Net Loss per
Common Share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Long-Term Debt	$	-		$	-		$	-		$	-		$	-
Cash Dividends per Common
Share	$	-		$	-		$	-		$	-		$	-

Selected Financial Data
(Stated in Canadian Dollars - Calculated in accordance with US GAAP)

Fiscal Year Ended November 30 (Audited)

UNITED STATES GAAP		2008			2007			2006			2005			2004

Net Sales or Operating Revenue		-			-			-			-			-
Total Expenses	$	47,508		$	61,980		$	58,145		$	71,186		$	49,574
Income (Loss) From Operations	$	-		$	-		$	-		$	-		$	-
Other Income	$	-		$	-		$	-		$	-		$	-
Income (Loss) from
Continuing Operations	$	(47,508	)	$	(61,980	)	$	(58,145	)	$	(71,186	)	$	(49,597	)
Net loss and comprehensive loss for
the year	$	(47,508	)	$	(61,980	)	$	(58,145	)	$	(71,186	)	$	(49,597	)
Basic and Diluted Loss per Common
Share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Total Assets	$	4,733		$	6,236		$	18,020		$	80,120		$	145,773
Total Stockholders’ Equity
(Deficiency)	$	(95,267	)	$	(52,759	)	$	9,221		$	67,366		$	138,552
Capital Stock	$	4,279,498		$	4,279,498		$	4,279,498		$	4,279,498		$	4,279,498
Number of Common Shares
(adjusted to reflect changes
in capital)		6,058,256			6,058,256			6,058,256			6,058,256			6,058,256
Diluted Net Income per
Common Share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Long-term Debt	$	-		$	-		$	-		$	-		$	-
Cash Dividends per Common
Share	$	-		$	-		$	-		$	-		$	-

Reconciliation to United States Generally Accepted Accounting Principles

There are no material differences between Canadian generally accepted accounting principles and United States generally accepted accounting principles on the balance sheets and statements of operations and cash flows of our company.

Disclosure of Exchange Rate History

Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar. On May 7, 2008, the exchange rates in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars (based on the noon buying rates listed with the Bank of Canada) was $0.8537. For the past five fiscal years ended November 30, and for the five monthly periods between November 2008 and December 2008, the following exchange rates were in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars (based on the noon buying rates in New York City, for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York). As the Federal Reserve Bank has discontinued the publication of foreign exchange rates on December 31, 2008 the rates for listed after December 31, 2008 are based on the exchange rates in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars (based on theintra-day high/low rates between 08:00 (ET) and 16:00 (ET)listed with the Bank of Canada):

Year Ended	Average
November 30, 2004	$1.3094
November 30, 2005	$1.2163
November 30, 2006	$1.1347
November 30, 2007	$0.9661
November 30, 2008	$1.2360

Month Ended	Low/High
November 2008	$1.207/$1.231
December 2008	$1.225/$1.245
January 2009	$1.1761/$1.2765
February 2009	$1.2160/1.2731
March 2009	$1.2192/$1.3066

B.	*Capitalization and Indebtedness*

Not applicable

C.	*Reasons for the Offer and Use of Proceeds*

Not applicable

D.	*Risk Factors*

Much of the information included in this annual report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections or estimates made by our company and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other forward looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements.

The common shares of our company are considered speculative during the period of time that we are seeking to identify a new business opportunity. You should carefully consider the following risks and uncertainties in addition to other information in this annual report in evaluating our company and our business before purchasing shares of our company’s common stock. Our business, operating and financial condition could be harmed due to any of the following risks.

We are a company with a limited operating history which makes it difficult to evaluate whether we will operate profitably.

We have a limited operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies seeking to acquire or establish a new business opportunity. Some of these risks and uncertainties relate to our ability to identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a material adverse effect on our financial condition. In addition, our operating results are dependent to a large degree upon factors outside our control. There are no assurances that we will be successful in addressing these risks, and the failure to address such risks may adversely affect our business.

It is unlikely that we will generate any revenues while we seek a suitable business opportunity. Our short and long-term prospects depend upon our ability to select and secure a suitable business opportunity. In order for our company to generate revenues, we will incur substantial expenses in the location, acquisition and development of a suitable business opportunity. We therefore expect to incur significant losses for the foreseeable future. We recognize that if we are unable to generate significant revenues from our business activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in acquiring a suitable business opportunity or completing a business combination, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.

Our auditors’ opinion on our November 30, 2008 financial statements includes an explanatory paragraph in respect of there being substantial doubt about our ability to continue as a going concern.

We have incurred a net loss of $4,379,765 for the period from June 22, 1983 (inception) to November 30, 2008. We anticipate generating losses for at least the next 12 months. Therefore, there is substantial doubt about our ability to continue operations in the future as a going concern as described in the Comments for US Readers on Canada – US Reporting Differences by our auditors with respect to the financial statements for the year ended November 30, 2008. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Our plans to deal with this uncertainty include raising additional capital or entering into a strategic arrangement with a third party. If we cannot continue as a viable entity, our shareholders may lose some or all of their investment in our company.

We have not generated any revenues and our ability to generate revenues is uncertain.

In the past, we have incurred substantial net losses. For the year ended November 30, 2008, we incurred net losses of $47,508, and for the year ended November 30, 2007, we incurred net losses of $61,980. We also have an accumulated deficit of $4,379,765 as at November 30, 2008. At this time, our ability to generate any revenues is uncertain. As we do not have sufficient funds to finance our daily operating costs for the next twelve months, we will require additional funds to finance the acquisition of a suitable business opportunity or complete a business combination. We do not expect to generate any revenues for the foreseeable future. Accordingly, we will require additional funds, either from equity or debt financing, to maintain our daily operations in the future and to locate, acquire and develop a suitable business opportunity or complete a business combination. Obtaining additional financing is subject to a number of factors, including investor acceptance of any business we may acquire or combine with in the future and general investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in the dilution the shareholdings of existing shareholders. If we are unable to raise additional funds, we may be forced to delay our plan of operation and our entire business may fail.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We have no agreement for a business combination or other transaction and there can be no assurance that we will be able to successfully identify and evaluate a suitable business opportunity.

As at the date of this annual report, we have no arrangement, agreement or understanding with respect to acquiring a business opportunity or engaging in a business combination with any private entity. The success of our company following an entry into any business opportunity or business combination will depend to a great extent on the operations, financial condition and management of any identified business opportunity. While management intends to seek business opportunities and/or business combinations with entities with established operating histories, there is no assurance that we will successfully locate business opportunities meeting such criteria. In the event that we complete a business combination or otherwise acquire a business opportunity, the success of our operations may be dependent upon management of the successor firm or venture partner firm, together with a number of other factors beyond our control.

As there is a large number of established and well-financed entities actively seeking suitable business opportunities and business combinations, we are at a competitive disadvantage in identifying and completing such opportunities.

We are, and will continue to be, an insignificant participant seeking a suitable business opportunity or business combination. A large number of established and well-financed entities, including venture capital firms, are active in seeking suitable business opportunities or business combinations which may also be desirable target candidates for our company. Virtually all such entities have significantly greater financial resources, technical expertise and managerial capabilities than our company. Consequently, we are at a competitive disadvantage in identifying possible business opportunities and completing a business combination. In addition, we will also compete with numerous other small public companies seeking suitable business opportunities or business combinations.

We are dependent upon management’s personal abilities to evaluate business opportunities and the loss of the services of any of these individuals may adversely affect the development of our business.

While seeking to acquire a business opportunity, management anticipates devoting up to 100 hours per month to the business of our company. Our officers have not entered into written employment agreements with our company with respect to our proposed plan of operation and are not expected to do so in the foreseeable future. We have not obtained “key man” life insurance with

regard to our officers or directors. Notwithstanding the combined limited experience and time commitment of management, loss of the services of any of these individuals would adversely affect the development of our business and our continuing operations.

We do not consider that our current management team is vital to our continued operations. The loss of the services of any of these individuals, for any reason, is unlikely to have a material adverse effect on our operations and our ability to locate, acquire and develop a suitable business opportunity or business combination. There can be no assurance that we will be able to find suitable replacements for such persons. Furthermore, we do not maintain “key man” life insurance on the lives of these individuals. To the extent that the services of any of these individuals become unavailable, we will be required to retain other qualified persons. There can be no assurance, however, that we will be able to find such persons, or to attract such persons to our company upon acceptable terms.

We have not conducted market research on the demand for the acquisition of a business opportunity or combination and there is no assurance that we will successfully complete such an acquisition or combination.

We have not conducted or received results of market research indicating that there is a demand for the acquisition of a business opportunity or business combination as contemplated by our company. Even if there is demand for the acquisition of a business opportunity or combination, there is no assurance that we will successfully complete such an acquisition or combination.

Because our proposed operations may result in a business combination with only one entity we may be subject to economic fluctuations within a particular business or industry, which could increase the risks associated with our operations.

In all likelihood, our proposed operations, even if successful, may result in a business combination with only one entity. Consequently, the resulting activities will be limited to that entity’s business. Our inability to diversify our activities into a number of areas may subject us to economic fluctuations within a particular business or industry, thereby increasing the risks associated with our operations.

We are subject to regulation under the Securities Exchange Act of 1934 and we may be subject to regulation under the Investment Company Act of 1940 if we engage in a business combination which results in us holding passive investment interests in a number of entities.

Although we are subject to regulation under theSecurities Exchange Act of 1934, management believes that we are not subject to regulation under theInvestment Company Act of 1940, insofar as we are not engaged in the business of investing or trading in securities. In the event that we engage in business combinations which result in our company holding passive investment interests in a number of entities, we could be subject to regulation under theInvestment Company Act of 1940, meaning that we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to the status of our company under theInvestment Company Act of 1940 and consequently, any violation of such legislation would subject us to material adverse consequences.

If we complete a business opportunity or combination, management of our company may be required to sell or transfer common shares and resign as members of our board of directors.

A business combination or acquisition of a business opportunity involving the issuance of our common shares may result in new shareholders obtaining a controlling interest in our company. Any such business combination or acquisition of a business opportunity may require management of our company to sell or transfer all or a portion of the shares they hold in our company and require such individuals to resign as members of our board. The resulting change in control of our company could result in the removal of one or more of our present officers and directors and a corresponding reduction in or elimination of their participation in the future affairs of our company.

If we complete a business opportunity or combination, we may be required to issue a substantial number of common shares which would dilute the shareholdings of our current shareholders and result in a change of control of our company.

Our primary plan of operation is based upon the acquisition of a business opportunity or a business combination with a private company. The likely result of such a transaction would result in our company issuing common shares to shareholders of such private company. Issuing previously authorized and unissued common shares in the capital of our company will reduce the percentage of common shares owned by existing shareholders and may result in a change in the control of our company and our management.

We may be subject to Canadian tax consequences if we acquire a business opportunity or combination.

Canadian tax consequences will, in all likelihood, be a major consideration in any business acquisition or combination that we elect to undertake. Typically, these transactions may be structured in such a manner so as to result in a tax-free transaction

pursuant to various Canadian tax provisions. We intend to structure any business combination so as to minimize the tax consequences to both our company and the target entity. However, there can be no assurance that a business combination will meet the statutory requirements for a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of common shares or assets. A non-qualifying reorganization could result in the imposition of taxes, which may have an adverse effect on both parties to the transaction.

The requirement of audited financial statements may disqualify a potential business opportunity or combination.

Management believes that any potential business opportunity or target company must provide audited financial statements for review and for the protection of all parties to the business acquisition or combination. One or more attractive business opportunities may forego a business combination with our company rather than incur the expenses associated with preparing audited financial statements.

If we are unable to obtain additional capital to finance the development of any business opportunity that we acquire, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire.

Over the twelve month period ending November 30, 2009, we anticipate that we will incur approximately $30,000 in operating costs and the continued pursuit of identifying a suitable business opportunity or combination. We do not have sufficient funds to cover our estimated daily operating costs during the next twelve months and as we have not generated any revenues to date, we will be required to raise additional funding through private placements of our equity securities and/or debt financing. In addition, any business combination or business opportunity that we may elect to enter into may require that we raise additional financing. We anticipate that we would secure any additional financing necessary through a private placement of our common shares.

There can be no assurance that any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a material adverse effect upon our company. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders will result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also impair our ability to compete in the marketplace, and our entire business may fail.

Upon completion of a business opportunity or combination, there can be no assurance that we will be able to successfully manage or achieve growth of that business opportunity or combination.

Our ability to achieve growth upon the acquisition of a suitable business opportunity or business combination will be dependent upon a number of factors including, but not limited to, our ability to hire and train management and other employees and the adequacy of our financial resources. There can be no assurance that we will be able to successfully manage any business opportunity or business combination. Failure to manage anticipated growth effectively and efficiently could have a material adverse effect on our company.

Our common stock is illiquid and shareholders may be unable to sell their shares.

Our common stock is currently quoted on the Over-the-Counter Bulletin Board and is thinly traded. In the past, our trading price has fluctuated widely, depending on many factors that may have little to do with our operations or business prospects. There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment and changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, the Over-the-Counter Bulletin Board is not an exchange and, because trading of securities on the Over-the-Counter Bulletin Board is often more sporadic than the trading of securities listed on an exchange of the Nasdaq Stock Market, Inc., you may have difficulty reselling any of the shares you purchase from our selling shareholders.

Securities class-action litigation has often been instituted following periods of volatility in the market price of a company’s securities. Such litigation, if instituted against our company, could result in substantial costs for our company and a diversion of management’s attention and resources.

Our Articles contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our Articles contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by them in a civil, criminal or administrative action or proceeding to which they are made a party by reason of their being or having been a director or officer of our company.

Investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

Our constating documents authorize the issuance of 75,000,000 common shares and 25,000,000 preference shares. In the event that we are required to issue additional shares or enter into private placements to raise financing through the sale of equity securities, investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we do issue additional shares, it will cause a reduction in the proportionate ownership and voting power of all existing shareholders.

Trading of our stock may be restricted by the Securities and Exchange Commission’s “Penny Stock” regulations which may limit a stockholder’s ability to buy and sell our stock.

The United States Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

ITEM 4 Information on Bradner Ventures Ltd.

A.	*History and Development of Bradner Ventures Ltd.*

Our company was incorporated pursuant to the laws of the Province of British Columbia under the British ColumbiaCompany Act in June 1983 under the name “Bradner Resources Ltd.”. On December 13, 1999, our name was changed to our present legal and commercial name “Bradner Ventures Ltd.”. On March 29, 2004, the British ColumbiaBusiness Corporations Act came into effect, replacing the British ColumbiaCompany Act. As required by theBusiness Corporations Act, our company was “transitioned” under theBusiness Corporations Act, effective March 31, 2004.

Our company is currently a reporting issuer under the securities laws of British Columbia and Alberta.

Our corporate offices are located at Suite 1680, 200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6. Our telephone number is (604) 682-0588 and our facsimile number is (604) 638.3525.

B.	*Business Overview*

For the fiscal years ended November 30, 2008, 2007 and 2006, we incurred net losses of $47,508, $61,980, and $58,145 respectively. We did not generate any revenues during such periods.

Our company does not have an operating business, and as a result, our management is currently seeking to identify a suitable business opportunity or a suitable business with which to enter into a business combination. Management does not believe that we will be able to generate revenues without identifying and completing the acquisition of a suitable business opportunity. If we are unable to identify such an opportunity, our shareholders will not realize a return on their investment in our company and there will be no market for our common shares.

If a business opportunity is identified, we will investigate and evaluate the business opportunity and carry out due diligence on the identified entity and its management. In selecting a suitable business opportunity, management of our company intends to focus on the potential for future profits and the strength of the entity’s management team. Management believes that the greatest potential lies in resource based companies. Nevertheless, this shall not preclude any other category of business or industry from being investigated and evaluated by our company as opportunities arise.

Our company will conduct an investigation to identify appropriate business opportunities. We will seek a potential business opportunity from all known sources but will rely principally upon personal contacts of our officers and directors, as well as indirect associations between them and their business and professional associates.

The analysis of new business opportunities will be undertaken by or under the supervision of our officers and directors. Management intends to concentrate on identifying prospective business opportunities which may be brought to their attention through present associations with management. In analyzing prospective business opportunities, management will consider certain factors, including the following:

available technical, financial and managerial resources;
working capital and other financial requirements;
history of operations;
future prospects;
present and expected competition;
quality and experience of management services available and the depth of management;
potential for research, development or exploration, if applicable;
specific risk factors or unforeseen and probable risk factors which may impact our proposed activities;
potential for growth or expansion;
potential for profit;
perceived public recognition or acceptance of products, services or trades; and
name identification.

Upon identifying a suitable target entity with which to enter into a business opportunity or business combination, our management intends to personally meet with management and key personnel of the target business as part of the due diligence process. Our management intends to utilize all sources of available information, including written reports as well as personal investigation, to evaluate the factors set out above. We do not intend to acquire or merge with any company for which audited financial statements cannot be obtained.

Opportunities in which we participate will present certain risks, many of which cannot be identified adequately prior to selecting a specific opportunity. Our shareholders must, therefore, depend on management to identify and evaluate such risks. Promoters of some opportunities may have been unable to develop a going concern or may present a business in its development stage where the entity has not generated significant revenues from its principal business activities. Even if we enter into a business opportunity or business combination with a prospective entity, there is a risk that the combined enterprise may not become a going concern or advance beyond the development stage. Other opportunities may involve new and untested products, processes, or market strategies which may not succeed. Such risks will be assumed by our company and our shareholders.

The investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial time and attention from our management as well as substantial costs for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs incurred in negotiation and due diligence will not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss of all expenditures by our company up to that date. Management believes that our company will not generate revenues unless we identify and complete an acquisition of a suitable business opportunity or enter into some form of business combination with a suitable company. If no such business is identified, and no such transaction is consummated, our company will continue to not generate any revenues and our shareholders may not realize a return on their investment.

In structuring a particular business acquisition or combination, our company may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. We may also purchase stock or assets of an existing business. We are unable to estimate the cost of a merger with an existing company or the acquisition of a business opportunity. However, the costs associated with a merger or the acquisition of a business opportunity will be borne by our company. In the event that we do not have sufficient working capital, our directors have agreed to undertake the costs associated with such a transaction. Once a transaction is complete, it is possible that our present management and shareholders will not be in a control position of our company. In addition, a majority or all of our officers and directors may, as part of the terms of the transaction, resign and be replaced by new officers and directors without a vote of our shareholders.

It is anticipated that securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable securities laws. In some circumstances, however, as a negotiated element of such a transaction, we may agree to register such securities either at the time the transaction is consummated, under certain conditions or at a specified time thereafter. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our common shares may dilute the percentage shareholdings of our existing shareholders.

As part of our investigation, officers and directors of our company may:

meet personally with management and key personnel;
visit and inspect material facilities;
obtain independent analysis or verification of certain information provided;
check references of management and key personnel; and
take other reasonable investigative measures, to the extent allowed by our limited financial resources and management expertise.

The manner in which we participate in an opportunity with a target company will depend on the nature of the opportunity, the requirements of our company and other parties, the management of the business entity and our relative negotiating strength in the particular transaction. With respect to any mergers or acquisitions, our management intends to focus negotiations with the target company’s management on the percentage of our company that the target company’s shareholders would acquire in exchange for their shareholdings in the target company. Depending upon the target company’s financial position, our shareholders will, in all likelihood, hold a lesser percentage ownership interest in our company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our existing shareholders immediately prior to such a transaction.

There can be no assurance that management of our company will be able to identify and enter into a suitable business opportunity or business combination or that management has the requisite experience to recognize and understand a business operation that would benefit our company. In the event that management is able to locate what it considers to be a suitable business opportunity, there can be no assurance that the acquisition of such business opportunity or the entering into of a business combination will be successful. Selecting a business opportunity will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the benefits of publicly-traded corporations. Such benefits include:

facilitating or improving the terms on which additional equity financing may be sought;
providing liquidity for the principals of a business;
creating a means for providing incentive stock options or similar benefits to key employees; and

providing liquidity for shareholders, subject to applicable securities laws.

In contrast, negative aspects of becoming a publicly traded corporation include, among others:

complying with the requirements of theSecurities Exchange Act of 1934,including theSarbanes-Oxley Act;
complying with the requirements of the British ColumbiaSecurities Actand the AlbertaSecurities Act;
distracting management’s attention from the daily operations of our company;
restricting publicity and other marketing activities to ensure compliance with securities law requirements and minimize potential liability for our company and management;
exposure of our officers and directors to lawsuits and liability under securities laws; and
increased legal, accounting and other expenses connected with operating a public company.

As of the date of this annual report, we have not entered into an agreement, understanding or arrangement concerning the acquisition or potential acquisition of a specific business opportunity.

Over the twelve month period ending November 30, 2009, we anticipate that we will incur approximately $50,000 in operating costs and the continued pursuit of identifying a suitable business opportunity or combination. We expect that any future funding requirements, if required, will be raised through private placements of our equity securities and/or debt financing.

C.	*Organizational Structure*

As of the date of this annual report, we do not have any subsidiaries.

D.	*Property, Plant and Equipment*

We currently a records admin office located at Suite 1680, 200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6. We believe that our current office arrangements provide adequate space for our foreseeable future needs.

ITEM 4AUnresolved Staff Comments

Not applicable.

ITEM 5 Operating and Financial Review and Prospects

The information in this section is presented in accordance with Canadian generally accepted accounting principles and has not been reconciled to United States generally accepted accounting principles.

A.	*Operating Results*

Our company did not generate any revenues during fiscal 2008 or 2007. Our company continues to seek out a suitable business opportunity or business combination. Our management does not believe that we will be able to generate revenues until our company locates, acquires and develops a suitable business or until our company enters into a business combination with an entity that has a suitable pre-existing business.

If our company identifies a suitable business opportunity, we intend to conduct appropriate due diligence in order to evaluate the business and determine whether it is more advantageous to acquire the business or to enter into a business combination to share in the ownership of the business. In selecting a suitable business, our management intends to focus on management experience and the potential for future profits. Management currently believes that the greatest opportunity lies in resource based companies. Nevertheless, this will not preclude our company from considering other businesses or industries.

Year ended November 30, 2008 Compared to Year ended November 30, 2007

The following table provides selected quarterly financial information for 2008 for our company:

		November 30			August 31			May 31			February 29
					(Unaudited)
Revenues	$	Nil		$	Nil		$	Nil		$	Nil

Net loss		(17,315	)		(10,356	)		(12,135	)		(7,702	)

Basic and Diluted earnings (loss) per
share		(0.01	)		(0.00	)		(0.00	)		(0.00	)

We incurred a loss for the year ended November 30, 2008 of $47,508 or $(0.01) per share compared to a loss of $61,980 or $(0.01) per share for the year ended November 30, 2007. The decrease in the net loss of fiscal 2008 as compared to fiscal 2007 was due to a decrease in professional fees, mineral property exploration and office and miscellaneous.

Expenses were $47,508 for the fiscal year ended November 30, 2008, compared to $61,980 for fiscal 2007 and $58,145 for fiscal 2006. Expenses incurred in the fiscal year ended November 30, 2008 and in the quarter ended November 30, 2008 were primarily those required to maintain our continuous disclosure requirements as a public company while we seek to identify a suitable business opportunity or business combination.

Total cash inflow for the year ended November 30, 2008 was $3,721 compared to a cash outflow of $15,993 for the year ended November 30, 2007 and a cash outflow of $61,381 for the year ended November 30, 2006. The increase in cash inflow of our 2008 fiscal year end as compared to our 2007 fiscal year end was due primarily to a short term advance of $25,000 we received from a director during 2008, $15,000 from a shareholder and $5,000 deposit refund for mineral claim exploration. The decrease in cash outflow from our 2007 fiscal year to our fiscal 2006 was due to lower operating expenses.

Year ended November 30, 2007 Compared to Year ended November 30, 2006

The following table provides selected quarterly financial information for 2007 for our company:

					2007

		November 30			August 31			May 31			February 28
					(Unaudited)
Revenues	$	Nil		$	Nil		$	Nil		$	Nil

Net loss		(14,988	)		(19,860	)		(19,589	)		(7,543	)

Basic and Diluted earnings (loss) per
share		(0.00	)		(0.01	)		(0.00	)		(0.00	)

We incurred a loss for the year ended November 30, 2007 of $61,980 or $(0.01) per share compared to a loss of $58,145 or $(0.01) per share for the year ended November 30, 2006. The increase in the net loss of fiscal 2007 as compared to fiscal 2006 was due to an increase in professional fees, mineral property exploration and office and miscellaneous.

Expenses were $61,980 for the fiscal year ended November 30, 2007, compared to $58,145 for fiscal 2006. Expenses incurred in the fiscal year ended November 30, 2007 and in the quarter ended November 30, 2007 were primarily those required to maintain our continuous disclosure requirements as a public company while we seek to identify a suitable business opportunity or business combination.

Total cash outflow for the year ended November 30, 2007 was $15,993 compared to a cash outflow of $61,381 for the year ended November 30, 2006. The decrease in cash outflow of our 2007 fiscal year end as compared to our 2006 fiscal year end was due primarily to a short term advance of $50,000 we received from a director during 2007.

B.	*Liquidity and Capital Resources*

We have cash of $4,623 as at November 30, 2008, compared to $902 as at November 30, 2007. During the year ended November 30, 2008, we spent $47,508 on operating activities, received $25,000 from a director and $15,000 from a shareholder as advances and received a refund of $5,000 that was used as a deposit in connection with the general acquisition of an exploration permit, thereby increasing our cash position from $902 at November 30, 2007 to $4,623 at November 30, 2008. Our company’s operating expenses of $47,508 for the fiscal year ended November 30, 2008 included professional fees (accounting,

administration and legal) of $34,665, transfer agent and regulatory fees of $6,576, office and miscellaneous fees of $5,015 and other expenses of $1,252.

We had cash of $902 as at November 30, 2007, compared to $16,895 as at November 30, 2006. During the year ended November 30, 2008, we spent $47,508 on operations and had no cash inflows from financing activities, thereby decreasing our cash position from $16,895 at November 30, 2006 to $902 at November 30, 2007. Our company’s operating expenses of $61,980 for the fiscal year ended November 30, 2007 included professional fees (accounting, administration and legal) of $39,996, mineral property exploration of $3,921, transfer agent and regulatory fees of $5,790, office and miscellaneous fees of $9,757 and other expenses of $2,516..

We are currently seeking a business opportunity or business combination. If our company is successful in locating such a business and ultimately seeks to acquire or combine with the business, our company will incur expenses as part of the due diligence and transactional process. If an acquisition or business combination agreement is concluded in fiscal 2009, we anticipate that significant professional, filing and due diligence costs will be incurred by our company and, as a result, we will be forced to seek additional financing to fund the acquisition or business combination.

Our current plan of operation is to acquire a prospective business opportunity. We did not enter into any definitive agreements during fiscal 2008 in regards to the acquisition of a suitable business opportunity. Our company has limited financing upon which to continue our operations, and we anticipate that any acquisition that our company may ultimately seek to enter into will require additional financing. We presently do not have any arrangements in place for the financing of our continued operations or the costs associated with locating, acquiring and developing a prospective business opportunity.

Even if we are able to acquire a business opportunity or an interest in a business opportunity, there is no assurance that any revenues will be generated by us or that revenues generated would be sufficient to provide a return to investors.

Operating Activities

Operating activities used cash of $41,279 for the year ended November 30, 2008 compared to $60,993 for the year ended November 30, 2007.

Investing Activities

Investing activities provided cash of $5,000 for the year ended November 30, 2008 due to refund of deposit in mineral properties, compared to cash used of $5,000 for the year ended November 30, 2007.

Financing Activities

Financing activities provided cash of $40,000 for the year ended November 30, 2008, compared to $50,000 for the year ended November 30, 2007.

Capital Resources

We anticipate that we will incur approximately $50,000 for operating expenses over the next twelve months, exclusive of any acquisition or development costs. These expenses include professional legal and accounting expenses associated with our company being a reporting issuer in the United States under theSecurities Exchange Act of 1934 and a reporting issuer in British Columbia.

This estimate may increase if we are required to carry out due diligence investigations in regards to any prospective business opportunity or if the costs of negotiating acquisition agreements are greater than anticipated. We had cash in the amount of $4,623 and a working capital deficiency in the amount of $95,267 as of November 30, 2008. Presently, we are in the process of seeking a business opportunity and do not receive any revenue to meet our operating and capital expenses. We will require additional funding to carry out our plan of operation for the next twelve months. Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses, our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

Our current plan of operation is to acquire a prospective business opportunity. We did not enter into any definitive agreements during the year ended November 30, 2008 in regards to the acquisition of a suitable business opportunity. Our company has limited financing upon which to continue our operations, and we anticipate that any acquisition that our company may ultimately seek to enter into will require additional financing. We presently do not have any arrangements in place for the financing of our continued operations or the costs associated with locating, acquiring and developing a prospective business opportunity. It is not possible to estimate such funding requirements until our company enters into a definitive agreement to either acquire a business or to enter into a business combination and participate in the business.

Application of Critical Accounting Policies

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant areas requiring the use of management estimates relate to the impairment of mineral property interests and the determination of reclamation obligations. Actual results could differ from those estimates. By their nature, such estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant.

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below.

Foreign Currency Translation

Monetary items denominated in foreign currencies are translated into Canadian dollars at exchange rates prevailing at the balance sheet date and non-monetary items are translated at exchange rates prevailing when the assets were acquired or obligations incurred. Foreign currency denominated revenue and expense items are translated at exchange rates prevailing at the transaction date. Gains or losses arising from the translations are included in operations.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value as determined by the Black-Scholes option pricing model using amounts that are believed to approximate the volatility of the trading price of our company’s stock, the expected lives of awards of stock-based compensation, the fair value of our company’s stock and the risk-free interest rate. The estimated fair value of awards of stock-based compensation is charged to expense as awards vest, with offsetting amounts recognized as contributed surplus.

Mineral Properties

Mineral properties consist of exploration and mining concessions, options and contracts. Acquisition and leasehold costs are capitalized and deferred until such time as the property is put into production or the properties are disposed of either through sale or abandonment. If put into production, the costs of acquisition will be amortized over the life of the property, based on estimated economic reserves. Proceeds received from the sale of any interest in a property will first be credited against the carrying value of the property, with any excess included in operations for the period. If a property is abandoned, the property costs will be written-off to operations.

Mineral properties exploration costs are expensed when incurred. Recorded costs of mineral properties are not intended to reflect present or future values of mineral properties.

Change in Accounting Policies

The Company follows Section 3855 “Financial Instruments – Recognition and Measurement” and Section 3861 “Financial Instruments – Disclosure and Presentation”. Section 3855 prescribes when a financial asset, financial liability or non-financial derivative is to be recognized on the balance sheet and at what amount, requiring fair value or cost-based measures under different circumstances. Under Section 3855, financial instruments must be classified into one of these five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments, including derivatives, are measured initially and subsequently on the balance sheet at fair value except for loans and receivables, held-to-maturity investments and other financial liabilities which are measured subsequently on the balance sheet at amortized cost.

The Company adopted the CICA guidelines of Section 3862, Financial Instruments – Disclosures, and Section 3863, Financial Instruments – Presentation. These standards replace CICA 3861, Financial Instruments – Disclosure and Presentation. These standards increase the disclosures currently required, which will enable users to evaluate the significance of financial instruments for an entity’s financial position and performance, including disclosures about fair value. In addition, disclosure is required of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk, and market risk. The quantitative disclosures must provide information about the extent to which the company is exposed to such risk, based on information provided internally to the entity’s key management personnel.

Financial instruments issued by the Company are treated as equity only to the extent that they do not meet the definition of a financial liability. The Company’s common shares are classified as equity instruments.

Subsequent measurement and changes in fair value will depend on their initial classification, as follows: held-for-trading financial assets are measured at fair value and changes in fair value are recognized in net earnings; available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the investment is derecognized or impaired at which time the amounts would be recorded in net earnings.

The Company classifies and measures its financial instruments as follows:

Cash are classified as “held-for-trading”. They are measured at fair value and changes in fair value are recognized in the statements of operations.
Accounts payable and accrued liabilities and advances payable are classified as other financial liabilities and are measured at fair value at inception. They are measured at amortized cost using the effective interest rate at subsequent periods. Change in fair value is recognized in the statements of comprehensive loss.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company manages credit risk by investing its cash with a Canadian Chartered bank. The Company’s other asset is Goods and Services Tax recoverable from the Federal Government of Canada. The maximum exposure to credit risk at at minimal at this time.

Liquidity Risk

Liquidity risk is the risk that the Company is not able to meet its financial obligations as they become due. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. The Company may seek additional financing through equity offerings and advances from related parties, but there can be no assurance that such financing will be available on terms acceptable to the Company.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. As the Company has no interest-bearing investments or debt, it is not exposed to interest rate risk at this time. In respect of financial liabilities, the advances payable are not subject to interest rate risk because they are non-interest bearing payable.

Foreign Currency Risk

Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. As significant transactions of the Company are denominated in Canadian dollars, the Company is not significantly exposed to foreign currency exchange risk at this time.

Accounting Changes

financial statements that provide reliable and more relevant information. In addition, these revised standards call for enhanced disclosures about the effects of changes in accounting policies, estimates and errors on the financial statements. The impact of this new standard cannot be determined until such time as the Company makes a change in accounting policy, other than the changes resulting from the implementation of the new CICA Handbook standards discussed in this note.

Cash Distributions

The Company follows the CICA Handbook Section 1540, Cash Flow Statements, which has been amended to require additional disclosures where cash distributions are made in accordance with a contractual obligation for cash distributions. The adoption of this section has not resulted in any changes on the disclosure within the financial statements.

Capital Disclosures

Effective December 1, 2007, the Company adopted the new CICA guidelines of Section 1535, Capital Disclosures, which requires companies to disclose their objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital, and whether companies have complied with externally imposed capital requirements and, if not in compliance, the consequences of such non-compliance.

In the management of capital, the Company includes cash in the definition of capital.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to seek and identify suitable business opportunities or business combinations in Canada. The board of directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

The Company places its cash with institutions of high credit worthiness. At November 30, 2008, the Company had cash of $4,623 (2007: $902).

The Company currently has not identified business opportunities; as such the Company has historically relied on the equity markets and advances from related parties to fund its activities. In order to carry out identifying business opportunities and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company will continue to assess new opportunities and seek to acquire business if it feels there are sufficient benefits to the Company and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

Recently New Accounting Standards under United States Generally Accepted Accounting Principles

In July 2006, Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes”. FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The interpretation applies to all tax positions related to income taxes subject to FASB Statement No. 109. FIN 48 is effective for fiscal years beginning after December 15, 2006. Differences between the amounts recognized in the statements of financial position prior to the adoption of FIN 48 and the amounts reported after adoption should be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. The adoption of FIN 48 did not have a material impact on the Company’s financial statements.

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements” in order to define fair value, establish a framework for measuring fair value and to expand disclosures about fair value measurements. This statement only applies when other standards require or permit the fair value measurement of assets and liabilities. This statement is effective for fiscal periods commencing after November 15, 2007. The adoption of SFAS No. 157 did not have a material impact on the Company’s financial statements.

On February 15, 2007, FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities”. This Statement establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal periods commencing after November 15, 2008. The adoption of SFAS No. 159 is not expected to have a material impact on the Company’s financial statements.

In May 2008, FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The Company is currently evaluating the impact of SFAS No. 161 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

C.	*Research and Development, Patents and Licenses etc.*

We do not currently, and did not previously, have research and development policies in place. Over the past three fiscal years, no funds were expended by our company on research and development activities.

D.	*Trend Information*

We do not currently know of any trends that would be material to our operations.

E.	*Off-Balance Sheet Arrangements*

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

F.	*Contractual Obligations*

We do not have any contractual obligations.

ITEM 6 Directors, Senior Management and Employees

A.	*Directors and Senior Management*

The following table sets forth the names and business experience of each of our directors and officers, as of the date hereof:

		Date of
		Commencement of
		Office with our
Name and Age	Present Position with our Company	Company

Richard Coglon⁽¹⁾⁽⁴⁹⁾	Director Secretary President	November 26, 2001 March 16, 2004 May 26, 2004

Anthony Knott⁽¹⁾⁽⁶¹⁾	Director	April 21, 2005

⁽¹⁾Member of our audit committee.

Richard Coglon

Mr. Coglon graduated from the University of Alberta in 1982 with a Bachelor of Commerce degree. In 1983, he attended the University of Victoria and received his Bachelor of Laws degree in 1986. Mr. Coglon was called to the Bar in British Columbia, Canada in 1987 and practised in the areas of corporate finance and securities law until January 1, 2003 when Mr. Coglon ceased the active practice of law to concentrate on his other business ventures.

In 1995, Mr. Coglon co-founded Velvet Exploration Ltd., a start-up oil exploration and production company. Velvet was listed on the Toronto Stock Exchange and sold in August of 2001 in a “friendly takeover transaction” with El Paso Energy. Mr. Coglon was the president and a director of Heartland Oil and Gas Corp., a company that has a class of shares registered under theSecurities Exchange Act of 1934, during its exploration phase, from September 18, 2002 until January 1, 2006, when Heartland matured from the exploration of its Kansas CBM projects into commercial production. Mr. Coglon currently carries on business under a privately owned investment company which comprises most of his active business undertaking.

Anthony Knott

Mr. Knott is currently the president and chief executive officer of Central Coast Power Corp., a position he has held since 1985. Central Coast Power Corp. is an electrical utility generating and distributing hydro generated power company. He is also the managing director of Spirit Trawl Corp. and Spirit Fishing Ltd. During 1996/1997, he was the president of International Power Corp. In addition to his position as a director of our company, Mr. Knott was a director of Muskox Minerals Corp., a public company traded on the TSX Venture Exchange, from November 30, 1999 to December 2003.

Family Relationships

There are no family relationships between any of the directors or executive officers of our company.

There are no arrangements or understandings between any of the directors and/or executive officers and any other person pursuant to which that director and/or executive officer was selected.

B.	*Compensation*

None of our directors or executive officers was paid or earned compensation for performing their respective duties during the fiscal year ended November 30, 2008.

No cash compensation was paid to any of our directors for services as a director during the fiscal year ended November 30, 2008. We have no plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board or a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board. Our board may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments for the fiscal year ended November 30, 2008.

As at the fiscal year ended November 30, 2008, we have no options outstanding. We do not have a formal stock option plan or any informal plan to pay compensation to directors, officers or employees by way of options. Despite having no formal stock option plan, we have historically issued stock options to our officers and directors in lieu of cash compensation and as an incentive to continue to achieve the objectives of our shareholders.

As of the date of this annual report, we have no compensatory plan or arrangement with respect to any officer that results or will result in the payment of compensation in any form from the resignation, retirement or any other termination of employment of such officer’s employment with our company, from a change in control of our company or a change in such officer’s responsibilities following a change in control.

C.	*Board Practices*

Our directors are re-elected and our officers are re-appointed at the annual general meeting of our shareholders. The last annual general meeting was held on July 29, 2008 and each of our current directors and officers will continue to hold his respective office until his successor is elected or appointed, unless his office is earlier vacated under any of the relevant provisions of our Articles or of the British ColumbiaBusiness Corporations Act.

There are no service contracts between our company and any of our officers, directors or employees providing for benefits upon termination of employment.

As of the date of this annual report, our entire board functions as our audit committee. The audit committee reviews and approves the scope of the audit procedures employed by our independent auditors, reviews the results of the auditor’s examination, the scope of audits. The audit committee also recommends the selection of independent auditors.

This annual report does not include an attestation report of our company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit our company to provide only management’s report in this annual report.

D.	*Employees*

During the fiscal years ended November 30, 2008, 2007 and 2006, we did not have any employees other than our officers. We do not currently have any paid employees and we have not experienced a significant change in the number of people we employ.

E.	*Share Ownership*

As of March 27, 2009, there were 6,058,256 common shares of our company issued and outstanding. Of the shares issued and outstanding on that date, our directors and officers owned the following common shares:

Name	Number of Common Shares	Percentage
Office Held	Beneficially Owned

Richard Coglon President, Secretary and Director	2,663,629⁽¹⁾	44%

Anthony Knott Director	98,497	1.6%

(1) 712,663 of these shares are held directly by Richard Coglon, 25,966 of these shares are held by Rainmaker Enterprises, a company wholly-owned by Richard Coglon and 1,925,000 of these shares are held in Richard Coglon’s RRSP account.

ITEM 7 Major Shareholders and Related Party Transactions

A.	*Major Shareholders*

As of May XX, 2009, there were 6,058,256 common shares of our company issued and outstanding. The following table sets forth persons known to us to be the beneficial owner of more than five (5%) of our common shares as of May XX, 2009:

	Number of Common Shares
Name	Beneficially Owned	Percentage

Richard Coglon President, Secretary and Director	2,663,629⁽¹⁾	44%

The voting rights of our major shareholder do not differ from the voting rights of holders of our company’s shares who are not major shareholders.

As of March 27, 2009, Computershare, our registrar and transfer agent, reported that of our company’s 6,058,256 issued and outstanding common shares, 5,989,042 common shares were registered to Canadian residents (24 shareholders), 68,931 common shares were registered to residents of the United States (16 shareholders) and 286 common shares were registered to residents of other countries (1 shareholder).

To the best of our knowledge, we are not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person.

There are no arrangements known to us, the operation of which may at a subsequent date result in a change in the control of our company.

B.	*Related Party Transactions*

Other than as disclosed herein, to the best of our knowledge, there have been no material transactions or loans from the commencement of our 2008 fiscal year to the date of this annual report between our company and: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, our company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of our company that gives them significant influence over our company, and close members of any such individual’s family; (d) key management personnel of our company, including directors and senior management of our company and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.

(a) The Company incurred $nil (2007 - $5,245; 2006 - $5,858) for office rent to a company with a common director, which is included in office and miscellaneous expenses.

(b) The Company incurred $2,000 (2007 - $nil; 2006 - $5,000) for management fees to a company with a common director.

(d) As at November 30, 2008, the Company owes $50,000 (2007 - $50,000) to a director for advances, which are unsecured, non-interest bearing and payable on demand.

(e) As at November 30, 2008, the Company owes $15,000 (2007 - $Nil) to a company owned by a shareholder for advances, which is unsecured, non-interest bearing and payable on demand.

(f) As at November 30, 2008, the Company owes $25,000 (2007 - $Nil) to a company owned by the President of the Company for advances, which are unsecured, non-interest bearing and no fixed term of repayments.

These transactions were in the normal course of operations.

ITEM 8 Financial Information

A. Financial Statements and Other Financial Information

Our financial statements are stated in Canadian dollars and are prepared in accordance with Canadian generally accepted accounting principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in Canadian dollars.

Financial Statements filed as part of this Annual Report

- Independent Auditor’s Report of BDO Dunwoody LLP dated March 27, 2009 on the Financial Statements as at November 30, 2008, together with Comments by Auditor for US Readers in Canada – US Reporting Conflict

- Independent Auditor’s Report of BDO Dunwoody LLP dated March 10, 2008 on the Financial Statements as at November 30, 2007, together with Comments by Auditor for US Readers in Canada – US Reporting Conflict

Report of Independent Registered Public Accounting Firm, BDO Dunwoody LLP (Amisano Hanson, Chartered Accountants, merged with BDO Dunwoody LLP, effective January 1, 2008), dated March 27, 2009, together with Comments by Auditor for US Readers in Canada – US Reporting Conflict;

- Balance Sheets at November 30, 2008 and 2007;

- Statements of Operations and Comprehensive Loss for the years ended November 30, 2008, 2007 and 2006 and for the period June 22, 1983 (Date of Inception) to November 30, 2008;

- Statements of Cash Flows for the years ended November 30, 2008, 2007 and 2006 and for the period June 22, 1983 (Date of Inception) to November 30, 2008;

- Statement of Shareholder’s Equity (Deficiency) from June 22, 1983 (Date of Inception) to November 30, 2008; and

- Notes to the Audited Financial Statements.

The audited financial statements for the years ended November 30, 2008, 2007 and 2006 can be found under Item 18 “Financial Statements”.

Legal Proceedings

There are no pending legal proceedings to which we are a party or of which any of our property is the subject. There are no legal proceedings to which any director, officer or affiliate of our company or any associate of any such director, officer or affiliate of our company is a party or has a material interest adverse to us.

Dividend Distributions

Holders of our common shares are entitled to receive such dividends as may be declared from time to time by our board, in its discretion, out of funds legally available for that purpose. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.

B. Significant Changes

No significant change has occurred in our company’s financial statements since the financial year ended November 30, 2008.

ITEM 9 The Offer and Listing

A.	*Offer and Listing Details*

Our common shares were traded on the TSX Venture Exchange until they were voluntarily delisted on June 20, 2001. Since April 19, 2001, our common shares have been quoted exclusively on the Over-the-Counter Bulletin Board under the symbol “BNVLF”.

The annual high and low market prices for our common shares for the five most recent full fiscal years were as follows:

	OTC Bulletin Board
Year Ended	High	Low
November 30, 2004	US $1.70	US $0.05
November 30, 2005	US $1.00	US $0.25
November 30, 2006	US $0.15	US $0.05

	OTC Bulletin Board

Year Ended	High	Low
November 30, 2007	US $0.50	US $0.03
November 30, 2008	US $0.015	US $0.001

The high and low market prices for our common shares for each full financial quarter for the two most recent full fiscal years on the Over-the-Counter Bulletin Board were as follows:

	OTC Bulletin Board
Quarter Ended	High	Low
February 28, 2007	US $0.50	US $0.05
May 31, 2007	US $0.50	US $0.10
August 31, 2007	US $0.45	US $0.07
November 30, 2007	US $0.07	US $0.03
February 28, 2008	US $0.015	US $0.01
May 31, 2008	US $0.015	US $0.011
August 31, 2008	US $0.012	US $0.012
November 30, 2008	US $0.012	US $0.012

The high and low market prices of our common shares for each of the most recent six months, from November, 2008 throughMay 72009, on the Over-the-Counter Bulletin Board were as follows:

	OTC Bulletin Board –(highlights are last
	years figures)

Month Ended	High	Low
December 31, 2008	US $0.0001	US $0.0005
January 31, 2009	US $0.0005	US $0.0002
February, 2009	No trades
March, 2009	No trades
April, 2009	No trades
May 7, 2009	No trades

B.	*Plan of Distribution*

Not applicable.

C.	*Markets*

Since April 19, 2001, our common shares have been quoted exclusively on the Over-the-Counter Bulletin Board.

D.	*Selling Shareholders*

Not applicable.

E.	*Dilution*

Not applicable.

F.	*Expenses of the Issue*

Not applicable.

ITEM 10 Additional Information

A.	*Share Capital*

Not applicable.

B.	*Memorandum and Articles of Association*

We are incorporated under the laws of the Province of British Columbia, Canada and have been assigned incorporation number 265693.

On March 29, 2004, theBusiness Corporations Act came into force in British Columbia. The new act impacted British Columbia companies by modernizing and streamlining company law in British Columbia. In order to take advantage of the provisions under theBusiness Corporations Act, our company sought and obtained shareholder approval at our shareholders meeting on April 21, 2005 for the removal of our pre-existing company provisions in our former Articles and the adoption of new Articles under theBusiness Corporations Act.

Our Articles do not contain a description of our objects and purposes.

Our Articles do not restrict a director’s power to (a) vote on a proposal, arrangement or contract in which the director is materially interested, (b) to vote compensation to themselves or any other members of their body in the absence of an independent quorum, or (c) exercise borrowing powers. Under our Articles, there is no mandatory retirement age for our directors and our directors are not required to own securities of our company in order to serve as directors.

Our authorized capital consists of 75,000,000 common shares without par value and 25,000,000 preference shares without par value. Our preference shares may be issued in one or more series and our directors may fix the number of shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series.

Holders of our common shares are entitled to vote at all meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote, receive any dividend declared by our company’s board of directors and, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares, receive the remaining property of our company upon dissolution.

Our Articles state that the rights attaching to our common shares and preference shares may be altered, amended, repealed, suspended or changed by the affirmative vote of the holders of not less than two-thirds of our common and preference shares.

At each annual general meeting of our company, all of our directors retire and the shareholders elect a new board of directors. Each director holds office until our next annual general meeting, or until his office is earlier vacated in accordance with our Articles or with the provisions of the British ColumbiaBusiness Corporations Act. A director appointed or elected to fill a vacancy on our board also holds office until our next annual general meeting.

Our Articles provide that our annual meetings of shareholders must be held at such time in each calendar year and not more than 15 months after the last annual general meeting and at such place as our board of directors may from time to time determine.

Under our Articles, the holders of not less than five percent of our issued shares that carry the right to vote at a meeting may requisition our directors to call a meeting of shareholders for the purposes stated in the requisition.

Under our Articles, and subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of our shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

Our Articles state that our directors, the President, the Secretary, and any lawyer or auditor of our company are entitled to attend any meeting of our shareholders.

Except as provided in theInvestment Canada Act, there are no limitations specific to the rights of non-Canadians to hold or vote our common shares under the laws of Canada or British Columbia, or in our charter documents.

There are no provisions in our Articles that would have the effect of delaying, deferring or preventing a change in control of our company, and that would operate only with respect to a merger, acquisition or corporate restructuring involving our company.

Our Articles do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed. Securities legislation in Canada, however, requires that we disclose in our annual general meeting proxy statement, holders who beneficially own more than 10% of our issued and outstanding shares, and United States Federal securities laws require the disclosure in our annual report on Form 20-F of holders who own more than 5% of our issued and outstanding shares.

C.	*Material Contracts*

We did not enter into any material contracts during the past two years.

D.	*Exchange Controls*

There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our common shares. Any remittances of dividends to United States residents and to other non-residents are, however, subject to withholding tax. See “Taxation” below.

E.	*Taxation*

Certain Canadian Federal Income Tax Consequences

We consider that the following general summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common shares who is a resident of the United States, who is not, will not be and will not be deemed to be a resident of Canada for purposes of theIncome Tax Act (Canada) and any applicable tax treaty and who does not use or hold, and is not deemed to use or hold, his common shares in the capital of our company in connection with carrying on a business in Canada (a ”non-resident holder”).

This summary is based upon the current provisions of theIncome Tax Act (Canada), the regulations thereunder (the “Regulations”), the current publicly announced administrative and assessing policies of the Canada Customs and Revenue Agency and the Canada-United States Tax Convention as amended by the Protocols thereto (the “Treaty”). This summary also takes into account the amendments to theIncome Tax Act (Canada) and the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all such Tax Proposals will be enacted in their present form. However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax consequences applicable to a holder of our common shares and, except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax consequences described herein.

This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular holder or prospective holder of our common shares, and no opinion or representation with respect to the tax consequences to any holder or prospective holder of our common shares is made. Accordingly, holders and prospective holders of our common shares should consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of our common shares in their particular circumstances.

Dividends

Dividends paid on our common shares to a non-resident holder will be subject under the Income Tax Act (Canada) to withholding tax at a rate of 25% subject to a reduction under the provisions of an applicable tax treaty, which tax is deducted at source by our company. The Treaty provides that theIncome Tax Act (Canada) standard 25% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as our company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation resident in the United States that owns at least 10% of the voting shares of the corporation paying the dividend.

Capital Gains

A non-resident holder is not subject to tax under theIncome Tax Act (Canada) in respect of a capital gain realized upon the disposition of a common share of our company unless such share represents “taxable Canadian property”, as defined in theIncome Tax Act (Canada), to the holder thereof. Our common shares generally will be considered taxable Canadian property to a non-resident holder if:

the non-resident holder;
persons with whom the non-resident holder did not deal at arm’s length; or
the non-resident holder and persons with whom such non-resident holder did not deal at arm’s length,

owned, or had an interest in an option in respect of, not less than 25% of the issued shares of any class of our capital stock at any time during the 60 month period immediately preceding the disposition of such shares. In the case of a non-resident holder to whom shares of our company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will generally be payable on a capital gain realized on such shares by reason of the Treaty unless the value of such shares is derived principally from real property situated in Canada.

Certain United States Federal Income Tax Consequences

The following is a general discussion of certain possible United States federal foreign income tax matters under current law, generally applicable to a U.S. Holder (as defined below) of our common shares who holds such shares as capital assets. This discussion does not address all aspects of United States federal income tax matters and does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. See “Certain Canadian Federal Income Tax Consequences” above.

The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. No assurance can be given that the IRS will agree with such statements and conclusions, or will not take, or a court will not adopt, a position contrary to any position taken herein.

The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal, business or tax advice to any holder or prospective holder of our common shares, and no opinion or representation with respect to the United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares should consult their own tax advisors with respect to federal, state, local, and foreign tax consequences of purchasing, owning and disposing of our common shares.

U.S. Holders

As used herein, a “U.S. Holder” includes a holder of less than 10% of our common shares who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity which is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of our common shares is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, nonresident alien individuals or foreign corporations whose ownership of our common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.

Distributions

The gross amount of a distribution paid to a U.S. Holder will generally be taxable as dividend income to the U.S. Holder for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions which are taxable dividends and which meet certain requirements will be “unqualified dividend income” and taxed to U.S. Holders at a maximum U.S. federal rate of 15%. Distributions in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s tax basis in the common shares and, to the extent in excess of such tax basis, will be treated as a gain from a sale or exchange of such shares.

Capital Gains

In general, upon a sale, exchange or other disposition of common shares, a U.S. Holder will generally recognize a capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized on the sale or other distribution and the U.S. Holder’s adjusted tax basis in such shares. Such gain or loss will be U.S. source gain or loss and will be treated as a long-term capital gain or loss if the U.S. Holder’s holding period of the shares exceeds one year. If the U.S. Holder is an individual, any capital gain will generally be subject to U.S. federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to significant limitations.

Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the tax credit, among which are an ownership period requirement and the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules

govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income.The availability of the foreign tax credit and the application of these complex limitations on the tax credit are fact specific and holders and prospective holders of our common shares should consult their own tax advisors regarding their individual circumstances.

F.	*Dividends and Paying Agents*

Not applicable.

G.	*Statements by Experts*

Not applicable.

H.	*Documents on Display*

Documents concerning our company referred to in this annual report may be viewed by appointment during normal business hours at our registered and records office at Suite 800 - 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3H1.

I.	*Subsidiary Information*

As at the date of this annual report, we do not have any subsidiaries.

ITEM 11Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 12 Description of Securities Other Than Equity Securities

Not applicable.

PART II

ITEM 13 Defaults, Dividend Arrearages and Delinquencies

Not applicable.

ITEM 14 Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

ITEM 15 Controls and Procedures

See item 15T below.

ITEM 15T. CONTROLS AND PROCEDURES

a) Disclosure Controls and Procedures

An evaluation of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was carried out by us under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are ineffective to ensure that (i) information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission rules and forms and (ii) that such information is accumulated and communicated to our management, including our CEO and CFO in order to allow timely decisions regarding required disclosure.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Our Board has overall responsibility for reviewing our disclosure to ensure we provide full and plain disclosure to shareholders and other stakeholders. Our Board discharges its responsibilities through its committees, specifically with respect to financial disclosure. The Audit Committee is responsible for reviewing our financial reporting procedures and internal controls to ensure full and accurate disclosure of our financial position.

Our CEO and CFO are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Our CEO and CFO have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Annual Report (the “Evaluation Date”) are ineffective.

Based on such evaluation, they have concluded that as of the Evaluation Date, certain weaknesses exist in our disclosure controls and procedures, however, our CEO and CFO believe that these weaknesses would not prevent them from becoming aware, on a timely basis, of material information relating to us required to be included in our reports filed or submitted under theExchange Act of 1933due to their involvement in all of our operations. Such weaknesses are:

i) Due to our limited number of staff, it is not feasible to achieve complete segregation of incompatible duties.

ii) Due to our limited number of staff, we do not have a sufficient number of finance personnel with all the technical accounting knowledge to address all complex and non-routine accounting transactions that may arise.

iii) We did not have a Whistle Blower Policy or Code of Conduct in place during the period.

These weaknesses in our internal controls over financial reporting result in a remote likelihood that a material misstatement would not be prevented or detected. Management and our Board work to mitigate the risk of a material misstatement in financial reporting; however, there can be no assurance that this risk can be reduced to less than a remote likelihood of a material misstatement.

(c) Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

(d)Attestation Report of Registered Public Accounting Firm

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

ITEM 16 [Reserved]

ITEM 16A Audit Committee Financial Expert

Our board has determined that we do not have a member of our audit committee that qualifies as an “audit committee financial expert” as defined in Item 16A(b) of Form 20-F. We believe that the members of our board of directors, who are the same members of our audit committee, are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Our board of directors has determined that Anthony Knott qualifies as an “independent” member of our audit committee as that term is defined in Rule 4350(d) of the Marketplace Rules of the FINRA. The two remaining members of our audit committee, Richard Coglon and Anthony Knott are not “independent” as defined in Rule 4200(a)(15) of the Marketplace Rules of the FINRA. We believe that having an audit committee financial expert and an audit committee that consists entirely of independent directors would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

ITEM 16B Code of Ethics

Effective May 27, 2004, our company’s board adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company’s president, being our principal executive officer, and our company’s chief financial officer, as well as

persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

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

2.	full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

3.	compliance with applicable governmental laws, rules and regulations;

4.	the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

5.	accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s personnel shall be accorded full access to our president and chief financial officer with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company’s personnel are to be accorded full access to our company’s board if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president or chief financial officer.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s president or chief financial officer. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president or secretary, the incident must be reported to any member of our board. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.

We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to the company’s offices at Suite 1680, 200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6.

ITEM 16C Principal Accountant Fees and Services

Audit Fees

Our board appointed BDO Dunwoody LLP, Chartered Accountants, as independent auditors to audit our financial statements for the fiscal years ended November 30, 2007 and November 30, 2008. The aggregate of fees billed by BDO Dunwoody LLP, Chartered Accountants, for professional services rendered for the audit of our annual financial statements included in this Annual Report for the fiscal years ended 2007 and 2008 were $10,769.60 and $14,784.00, respectively.

Audit Related Fees

For the fiscal years ended November 30, 2007 and November 30, 2008, the aggregate fees billed for assurance and related services by BDO Dundwoody LLP, Chartered Accountants, relating to our quarterly financial statements which are not reported under the caption “Audit Fees” above, were $Nil for both years.

Tax Fees

For the fiscal years ended November 30, 2007 and November 30, 2008, the aggregate fees billed for tax compliance, tax advice and tax planning by BDO Dunwoody LLP, Chartered Accountants, was $Nil for both years.

All Other Fees

For the fiscal years ended November 30, 2007 and November 30, 2008, the aggregate fees billed by BDO Dunwoody LLP, Chartered Accountants, for other non-audit professional services, other than those services listed above, totalled $Nil and $Nil, respectively.

Pre-Approval Policies and Procedures

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before BDO Dunwoody LLP, Chartered Accountants, is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

approved by our audit committee; or
entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

The audit committee pre-approves all services provided by our independent auditors. The pre-approval process has been implemented in response to the new rules. Therefore, the audit committee does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the audit committee either before or after the respective services were rendered.

The audit committee has considered the nature and amount of the fees billed by BDO Dunwoody LLP, Chartered Accountants, and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of BDO Dunwoody LLP, Chartered Accountants.

ITEM 16D. Exemption from the Listing Standards for Audit Committees

Not Applicable.

ITEM 16E Purchases of Equity Securities the Company and Affiliated Purchasers

Not Applicable.

PART III

ITEM 17 Financial Statements

Refer to Item 18 - Financial Statements.

ITEM 18 Financial Statements

Financial Statements Filed as Part of this Annual Report:

Independent Auditor’s Report of BDO Dunwoody LLP dated March 27, 2009 on the Financial Statements as at November 30, 2008 and 2007; together with Comments by Auditor for US Readers on Canada – US Reporting Conflict;
Report of Independent Registered Public Accounting Firm, Amisano Hanson (merged with BDO Dunwoody LLP in January 2008), dated February 26, 2007, together with Comments by Auditor for US Readers on Canada - US Reporting Conflict;
Balance Sheets at November 30, 2008 and 2007;
Statements of Operations and Comprehensive Loss for the years ended November 30, 2008, 2007 and 2006 and for the period June 22, 1983 (Date of Inception) to November 30, 2008;
Statements of Cash Flows for the years ended November 30, 2008, 2007 and 2006 and for the period June 22, 1983 (Date of Inception) to November 30, 2008;
Statement of Shareholders’ Equity (Deficiency) from June 22, 1983 (Date of Inception) to November 30, 2008; and
Notes to Audited Financial Statements.

Bradner Ventures Ltd.
(A Development Stage Company)

Audited Financial Statements
(Expressed in Canadian dollars)

November 30, 2008, 2007, 2006

BDO Dunwoody LLP
Chartered Accountants

600 Cathedral Place
925 West Georgia Street
Vancouver, BC V6C 3L2
Telephone: (604) 688-5421
Fax: (604) 688-5132

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
Bradner Ventures Ltd.
(A Development Stage Company)

We have audited the balance sheets of Bradner Ventures Ltd. as at November 30, 2008 and 2007 and the statements of operations and comprehensive loss, cash flows and stockholders’ equity (deficiency) for the years ended November 30, 2008, 2007 and 2006 and for the cumulative period from June 22, 1983 (Date of Inception) to November 30, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2008 and 2007 and the results of its operations and its cash flows for the years ended November 30, 2008, 2007 and 2006 and for the cumulative period from June 22, 1983 (Date of Inception) to November 30, 2008 in accordance with Canadian generally accepted accounting principles.

(signed) “BDO Dunwoody LLP”

Chartered Accountants

Vancouver, Canada
March 27, 2009

COMMENTS BY AUDITOR FOR US READERS ON CANADA - US REPORTING CONFLICT

In the United States of America, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is substantial doubt about a company’s ability to continue as a going concern. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes the realization of assets and discharge of liabilities in the normal course of business. As discussed in Note 1 to the accompanying financial statements, the Company is in the development stage, has yet to identify suitable business opportunities and has a working capital deficiency, which raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Our report to the shareholders dated March 27, 2009 is expressed in accordance with Canadian reporting standards which do not permit a reference to such uncertainty in the auditors’ report when the uncertainty is adequately disclosed in the financial statements.

(signed) “BDO Dunwoody LLP”

Chartered Accountants

Vancouver, Canada
March 27, 2009

BDODunwoodyLLP isa LimitedLiabilityPartnershipregisteredinOntario

Bradner Ventures Ltd.

(A Development Stage Company)

Balance Sheets

November 30, 2008 and 2007

(Expressed in Canadian dollars)

ASSETS
Current Assets
Cash	4,623		902
GST recoverable	110		334
	4,733		1,236
Deposit (Note 4)	–		5,000
Total Assets	4,733		6,236

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Accounts payable and accrued liabilities	10,000		8,995
Advance payable (Note 5)	90,000		50,000
Total Liabilities	100,000		58,995
Stockholders’ Deficiency
Capital Stock (Note 6)
Authorized: 75,000,000 common shares, without par value
25,000,000 preferred shares, without par value
Issued: 6,058,256 common shares	4,279,498		4,279,498
Contributed Surplus (Note 8)	5,000		-
Deficit Accumulated During the Development Stage	(4,379,765	)	(4,332,257	)
Total Stockholders’ Deficiency	(95,267	)	(52,759	)
Total Liabilities and Stockholders’ Deficiency	4,733		6,236

Nature of operations and ability to continue as a going concern (Note 1)

Approved on behalf of the Board:

/s/ Richard Coglon		/s/ Anthony Knott
Director		Director

The accompanying notes are an integral part of these financial statements

Bradner Ventures Ltd.

(A Development Stage Company)

Statements of Operations and Comprehensive Loss

For the years ended November 30, 2008, 2007 and 2006

And for the period June 22, 1983 (Date of Inception) to November 30, 2008

(Expressed in Canadian dollars)

	Accumulated from
	June 22, 1983
	(Date of Inception)		Years ended November 30,
	to November 30,
	2008		2008		2007		2006
	$		$		$		$

EXPENSES
Amortization	2,095		–		–		–
Bad debts	248		–		–		–
Bank charges and interest	64,090		290		292		238
Consulting and secretarial	205,016		–		–		–
Finders’ fees	180,727		–		–		–
Foreign exchange (gain) loss	(1,652	)	15		6		26
Management fees (Note 5(b))	342,781		–		–		5,000
Mineral property expenses	54,541		–		3,921		–
Office and miscellaneous (Note 5(a))	154,639		5,015		9,757		9,884
Professional fees (Notes 5(c))	870,631		34,665		39,996		35,232
Shareholder information	92,227		947		1,138		1,877
Transfer agent and regulatory fees	175,858		6,576		5,790		5,888
Travel and promotion	78,032		–		1,080		–
Write-down of mineral property	1,456,807		–		–		–

	3,676,040		47,508		61,980		58,145

OTHER ITEMS
Interest income	(25,440	)	–		–		–
Gain on settlement of debt	(1,303	)	–		–		–
Gain on option	(1,187,500	)	–		–		–
Loss on sale of computer equipment	344		–		–		–
Loss on sale of long-term investment	630,397		–		–		–
Write-down of advances to affiliate	637,768		–		–		–
Write-down of long-tem investment	649,459		–		–		–

	703,725		–		–		–

Net Loss and Comprehensive Loss for the Period	(4,379,765	)	(47,508	)	(61,980	)	(58,145	)


Net Loss Per Share �� Basic and Diluted			(0.01	)	(0.01	)	(0.01	)


Weighted Average Number of Shares Outstanding			6,058,256		6,058,256		6,058,256

The accompanying notes are an integral part of these financial statements

Bradner Ventures Ltd.

(A Development Stage Company)

Statements of Cash Flows

For the years ended November 30, 2008, 2007 and 2006

And for the period June 22, 1983 (Date of Inception) to November 30, 2008

(Expressed in Canadian dollars)

	Accumulated from
	June 22, 1983
	(Date of Inception)			Years ended November 30,
	to November 30,
	2008			2008			2007			2006
	$			$			$			$
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE
FOLLOWING ACTIVITIES:

OPERATING
Net loss for the period	(4,379,765	)		(47,508	)		(61,980	)		(58,145	)
Adjustments to reconcile net loss to net cash used in operating
activities:
Amortization	2,095			–			–			–
Bad debts	248			–			–			–
Donated rent and services	5,000			5,000			–			–
Finders’ fees	114,932			–			–			–
Gain on debt settlement	(1,303	)		–			–			–
Gain on option	(1,187,500	)		–			–			–
Loss on sale of computer equipment	344			–			–			–
Loss on sale of investments	630,397			–			–			–
Write-down of advances to affiliate	637,768			–			–			–
Write-down of mineral property	1,468,807			–			–			–
Write-down of long-term investment	649,459			–			–			–
Changes in non-cash working capital items
related to operations
Decrease (increase) in GST recoverable	(358	)		224			791			5
Decrease in prepaid expenses	–			–			–			714
Increase (decrease) in accounts payable and accrued liabilities	431,847			1,005			196			(3,955	)

Net cash used in operating activities	(1,628,029	)		(41,279	)		(60,993	)		(61,381	)

INVESTING
Purchase of office equipment	(3,038	)		–			–			–
Expenditures on mineral properties	(1,121,172	)		–			–			–
Proceeds from disposal of office equipment	600			–			–			–
Purchase of investments	(310,025	)		–			–			–
Mineral property deposit	–			5,000			(5,000	)		–
Advances to affiliate	(808,346	)		–			–			–
Proceeds on disposal of investments	365,111			–			–			–

Net cash flows provided by (used in) investing activities	(1,876,870	)		5,000			(5,000	)		–

FINANCING
Proceeds from advance payable	90,000			40,000			50,000			–
Capital stock issued for cash	3,419,522			–			–			–

Net cash flows provided by financing activities	3,509,522			40,000			50,000			–

NET CASH INFLOWS (OUTFLOWS)	4,623			3,721			(15,993	)		(61,381	)

CASH, BEGINNING OF PERIOD	–			902			16,895			78,276

CASH, ENDING OF PERIOD	4,623			4,623			902			16,895

Cash paid for income taxes during the year			$	Nil		$	Nil		$	Nil
Cash paid for interest expense during the year			$	Nil		$	Nil		$	Nil

Non-cash transactions – Note 10

The accompanying notes are an integral part of these financial statements

Bradner Ventures Ltd.

(A Development Stage Company)

Statement of Stockholders’ Equity (Deficiency)

From June 22, 1983 (Date of Inception) to November 30, 2008

(Expressed in Canadian dollars)

							Deficit
							Accumulated
							During the
						Contributed	Development
	Shares		��	Amount		Surplus	Stage		Total
	#			$		$	$		$

Balance – June 22, 1983 (Date of Inception)	–			–		–	–		–
Net loss for the period	–			–		–	–		–
Balance – November 30, 1983	–			–		–	–		–
Shares issued for cash:
- at $0.35 per share	21,429			7,500		–	–		7,500
- at $5.25 per share	6,286			33,000		–	–		33,000
Net loss for the year	–			–		–	–		–
Balance – November 30, 1984	27,715			40,500		–	–		40,500
Shares issued for cash at $14.175 per share	14,286			202,500		–	–		202,500
Shares allotted for cash at $10.50 per share	7,143			75,000		–	–		75,000
Shares issued for acquisition of mineral property at
$5.25 per share	714			3,750		–	–		3,750
Net loss for the year	–			–		–	(60,415	)	(60,415	)
Balance – November 30, 1985	49,858			321,750		–	(60,415	)	261,335
Share subscriptions refunded at $10.50 per share	(2,770	)		(29,090	)	–	–		(29,090	)
Net loss for the year	–			–		–	–		–
Balance – November 30, 1986	47,088			292,660		–	(60,415	)	232,245
Shares issued for cash at $15.75 per share	2,429			38,250		–	–		38,250
Net loss for the year	–			–		–	(146,697	)	(146,697	)
Balance – November 30, 1987	49,517			330,910		–	(207,112	)	123,798
Net loss for the year	–			–		–	(140,613	)	(140,613	)
Balance – November 30, 1988	49,517			330,910		–	(347,725	)	(16,815	)
Shares issued for settlement of debt at $18.90 per share	1,286			24,300		–	–		24,300
Private placement at $10.50 per share	4,286			45,000		–	–		45,000
Exercise of options at $15.75 per share	343			5,400		–	–		5,400
Net loss for the year	–			–		–	(17,337	)	(17,337	)
Balance – November 30, 1989	55,432			405,610		–	(365,062	)	40,548

The accompanying notes are an integral part of these financial statements

Bradner Ventures Ltd.

(A Development Stage Company)

Statement of Stockholders’ Equity (Deficiency)

From June 22, 1983 (Date of Inception) to November 30, 2008

(Expressed in Canadian dollars)

				Deficit
				Accumulated
				During the
			Contributed	Development
	Shares	Amount	Surplus	Stage		Total
	#	$	$	$		$

Balance – November 30, 1989	55,432	405,610	–	(365,062	)	40,548

Shares issued for acquisition of mineral property at
$70.00 per share	714	50,000	–	–		50,000

Shares issued for finder’s fee:
- at $17,50 per share	1,429	25,000	–	–		25,000
- at $70.00 per share	571	40,000	–	–		40,000

Shares issued for exercise of options:
- at $12.25 per share	2,857	35,000	–	–		35,000
- at $17.50 per share	143	2,500	–	–		2,500
- at $24.50 per share	1,429	35,000	–	–		35,000
- at $26.50 per share	2,686	70,500	–	–		70,500
- at $38.85 per share	286	11,100	–	–		11,100

Net loss for the year	–	–	–	(118,112	)	(118,112	)
			–
Balance – November 30, 1990	65,547	674,710	–	(483,174	)	191,536
					��
Shares issued for acquisition of mineral property:
- at $63.00 per share	2,857	180,000	–	–		180,000
- at $96.95 per share	881	85,366	–	–		85,366

Private placement at $54.60	657	35,880	–	–		35,880

Exercise of warrants at $14.00 per share	1,429	20,000	–	–		20,000

Shares issued for exercise of options:
- at $24.50 per share	571	14,000	–	–		14,000
- at $26.25 per share	857	22,500	–	–		22,500
- at $54.25 per share	1,691	91,760	–	–		91,760
- at $66.85 per share	1,171	78,310	–	–		78,310

Shares issued for finder’s fee:
- at $52.50 per share	714	37,500	–	–		37,500
- at $58.80 per share	272	16,017	–	–		16,017
- at $96.95 per share	109	10,565	–	–		10,565

Net loss for the year	–	–	–	445,784		445,784

Balance – November 30, 1991	76,756	1,266,608	–	(37,390	)	1,229,218

Shares issued for exercise of options:
- at $54.25 per share	594	32,240	–	–		32,240
- at $66.85 per share	134	8,977	–	–		8,977

Shares issued for finder’s fees at $52.50 per share	714	37,500	–	–		37,500

Net loss for the year	–	–	–	(788,460	)	(788,460	)

Balance – November 30, 1992	78,198	1,345,325	–	(825,850	)	519,475

The accompanying notes are an integral part of these financial statements

Bradner Ventures Ltd.

(A Development Stage Company)

Statement of Stockholders’ Equity (Deficiency)

From June 22, 1983 (Date of Inception) to November 30, 2008

(Expressed in Canadian dollars)

				Deficit
				Accumulated
				During the
			Contributed	Development
	Shares	Amount	Surplus	Stage		Total
	#	$	$	$		$

Balance – November 30, 1992	78,198	1,345,325	–	(825,850	)	519,475

Shares issued for acquisition of mineral property:
- at $14.00 per share	714	10,000	–	–		10,000
- at $17.50 per share	1,429	25,000	–	–		25,000
- at $21.00 per share	714	15,000	–	–		15,000

Shares issued for finder’s fee at $52.50 per share	1,271	13,350	–	–		13,350

Private placement at $10.50 per share	14,286	150,000	–	–		150,000

Shares issued for settlement of debt at $10.85 per			–
share	7,296	79,166		–		79,166

Shares issued for exercise of options:
- at $11.20 per share	7,096	79,470	–	–		79,470
- at $21.70 per share	4,419	95,901	–	–		95,901

Net loss for the year	–	–	–	(754,698	)	(754,698	)

Balance – November 30, 1993	115,423	1,813,212	–	(1,580,548	)	232,664

Shares issued for settlement of debt at $9.10 per share	12,368	112,553	–	–		112,553

Exercise of options at $10.15 per share	571	5,800	–	–		5,800

Exercise of warrants at $10.50 per share	829	8,700	–	–		8,700

Net loss for the year	–	–	–	(201,255	)	(201,255	)

Balance – November 30, 1994	129,191	1,940,265	–	(1,781,803	)	158,462

Shares issued for exercise of options:
- at $8.40 per share	8,635	72,536	–	–		72,536
- at $10.15 per share	3,250	32,986	–	–		32,986
- at $10.85 per share	940	10,199	–	–		10,199
- at $11.55 per share	1,571	18,150	–	–		18,150
- at $14.70 per share	6,262	92,046	–	–		92,046
- at $17.50 per share	2,943	51,500	–	–		51,500

Shares issued for exercise of warrants:
- at $9.80 per share	8,571	84,000	–	–		84,000
- at $12.25 per share	14,729	180,425	–	–		180,425

Shares issued for private placements:
- at $9.80 per share	8,571	84,000	–	–		84,000
- at $15.75 per share	2,857	45,000	–	–		45,000

Shares issued for acquisition of mineral property at
15.75 per share	1,429	22,500	–	–		22,500

Net loss for the year	–	–	–	(304,564	)	(304,564	)

Balance – November 30, 1995	188,949	2,633,607	–	(2,086,367	)	547,240

The accompanying notes are an integral part of these financial statements

Bradner Ventures Ltd.

(A Development Stage Company)

Statement of Stockholders’ Equity (Deficiency)

From June 22, 1983 (Date of Inception) to November 30, 2008

(Expressed in Canadian dollars)

					Deficit
					Accumulated
					During the
				Contributed	Development
	Shares	Amount		Surplus	Stage		Total
	#	$		$	$		$

Balance – November 30, 1995	188,949	2,633,607		–	(2,086,367	)	547,240
Shares issued for acquisition of mineral property at
$21.00 per share	571	12,000		–	–		12,000
Exercise of warrants at $15.75 per share	2,857	45,000		–	–		45,000
Private placement at $10.50 per share	4,286	52,500		–	–		52,500
Shares issued for exercise of options:
- at $17.50 per share	4,743	82,998		–	–		82,998
- at $18.55 per share	714	13,250		–	–		13,250
- at $20.65 per share	2,857	59,000		–	–		59,000
Net loss for the year	–	–		–	(102,055	)	(102,055	)
Balance – November 30, 1996	204,977	2,898,355		–	(2,188,422	)	709,933
Shares issued for acquisition of mineral property at
$8.75 per share	714	6,250		–	–		6,250
Shares issued for exercise of options:
- at $9.10 per share	7,571	68,900		–	–		68,900
- at $10.50 per share	1,429	15,000		–	–		15,000
- at $13.55 per share	4,286	46,500		–	–		46,500
Net loss for the year	–	–		–	(150,318	)	(150,318	)
Balance – November 30, 1997	218,977	3,035,005		–	(2,338,740	)	696,265
Shares issued for cash at $5.25 per share	3,143	16,500		–	–		16,500
Shares issued for settlement of debt at $5.25 per share	10,123	53,144		–	–		53,144
Share issuance costs	–	(2,452	)	–	–		(2,452	)
Net loss for the year	–	–		–	(512,408	)	(512,408	)
Balance – November 30, 1998	232,243	3,102,197		–	(2,851,148	)	251,049
Shares issued for settlement of debt at $5.25 per share	11,667	61,252		–	–		61,252
Net loss for the year	–	–		–	(369,731	)	(369,731	)
Balance – November 30, 1999	243,910	3,163,449		–	(3,220,879	)	(57,430	)
Shares issued for settlement of debt at $0.75 per share	123,441	92,581		–	–		92,581
Private placement at $0.95 per share	340,000	323,000		–	–		323,000
Share issuance costs	–	(1,498	)	–	–		(1,498	)
Net loss for the year	–	–		–	(91,248	)	(91,248	)
Balance – November 30, 2000	707,351	3,577,532		–	(3,312,127	)	265,405

The accompanying notes are an integral part of these financial statements

Bradner Ventures Ltd.

(A Development Stage Company)

Statement of Stockholders’ Equity (Deficiency)

From June 22, 1983 (Date of Inception) to November 30, 2008

(Expressed in Canadian dollars)

				Deficit
				Accumulated
				During the
			Contributed	Development
	Shares	Amount	Surplus	Stage			Total
	#	$	$	$			$

Balance – November 30, 2000	707,351	3,577,532	–	(3,312,127	)		265,405
Shares issued for cash at $1.60 per share	25,000	40,000	–	–			40,000
Exercise of warrants at $1.25 per share	155,958	194,947	–	–			194,947
Net loss for the year	–	–	–	(489,432	)		(489,432	)
						��	–
Balance – November 30, 2001	888,309	3,812,479	–	(3,801,559	)		10,920
Shares issued for cash at $1.60 per share	25,000	39,435	–	–			39,435
Exercise of options at $1.05 per share	18,000	18,900	–	–			18,900
Exercise of warrants at $1.25 per share	126,947	158,684	–	–			158,684
Net loss for the year	–	–	–	(261,950	)		(261,950	)
Balance – November 30, 2002	1,058,256	4,029,498	–	(4,063,509	)		(34,011	)
Net loss for the year	–	–	–	(27,840	)		(27,840	)
Balance – November 30, 2003	1,058,256	4,029,498	–	(4,091,349	)		(61,851	)
5:1 rollback during period (retroactively stated)		–	–	–			–
Units issued for cash at $0.05 per unit	5,000,000	250,000	–	–			250,000
Net loss for the year	–	–	–	(49,597	)		(49,597	)
Balance – November 30, 2004	6,058,256	4,279,498	–	(4,140,946	)		138,552
Net loss for the year	–	–	–	(71,186	)		(71,186	)
Balance – November 30, 2005	6,058,256	4,279,498	–	(4,212,132	)		67,366
Net loss for the year	–	–	–	(58,145	)		(58,145	)
Balance – November 30, 2006	6,058,256	4,279,498	–	(4,270,277	)		9,221
Net loss for the year	–	–	–	(61,980	)		(61,980	)
Balance – November 30, 2007	6,058,256	4,279,498	–	(4,332,257	)		(52,759	)
Net loss for the year	–	–	–	(47,508	)		(47,508	)
Donated services (Note 8)	–	–	5,000	–			5,000
Balance – November 30, 2008	6,058,256	4,279,498	5,000	(4,379,765	)		(95,267	)

The accompanying notes are an integral part of these financial statements

Bradner Ventures Ltd.

(A Development Stage Company)

Notes to the Financial Statements

November 30, 2008, 2007 and 2006

(Expressed in Canadian dollars)

1.	NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN

	The Company was incorporated on June 22, 1983, and is currently in the business of seeking and identifying suitable business opportunities or business combinations in Canada. The Company's common shares are listed on the OTC Bulletin Board under the trading symbol "BVLTF". The Company is a development stage company and accordingly, the statements of operations and comprehensive loss, and cash flows include a total of all expenditures and other income and expenses since inception, June 22, 1983 to November 30, 2008.

	These financial statements have been prepared in accordance with generally accepted accounting principles in Canada applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At November 30, 2008, the Company had not yet identified a suitable business, has accumulated losses of $4,379,765 since its inception, had a working capital deficiency of $95,267 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.

	The operations of the Company have primarily been funded by the issuance of capital stock. Continued operations of the Company are dependent on the Company's ability to raise funds through debt financing, complete equity financings or generate profitable operations in the future. Management's plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on reasonable terms. The financial statements contain no adjustments which reflect the outcome of this uncertainty.

2.	SIGNIFICANT ACCOUNTING POLICIES

	The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant.

	The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

	Foreign Currency Translation

	Monetary items denominated in foreign currencies are translated into Canadian dollars at exchange rates prevailing at the balance sheet date and non-monetary items are translated at exchange rates prevailing when the assets were acquired or obligations incurred. Foreign currency denominated revenue and expense items are translated at exchange rates prevailing at the transaction date. Gains and losses arising from the translations are included in operations.

	Income Taxes

	The Company follows the asset and liability method for determining income taxes. Under this method, future income tax assets and liabilities are recognized for temporary differences between the carrying amounts for financial statement purposes and the tax basis for certain assets and liabilities. Future income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be settled. The tax effects of changes in these temporary differences are recognized in income in the period in which they occur.

Bradner Ventures Ltd.

(A Development Stage Company)

Notes to the Financial Statements

November 30, 2008, 2007 and 2006

(Expressed in Canadian dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

	Stock – Based Compensation

	The Company uses the fair value based method for all stock-based awards granted on or after December 1, 2004 and to account for the grants as compensation expense in its financial statements. As at December 1, 2004, there were no stock options outstanding.

	The value of stock options granted is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the expected term of the option and stock price volatility. The expected term of options granted is determined based on historical data on the average hold period before exercise, expiry or cancellation. Expected volatility is based on the historical volatility of the share price of the Company. These estimates involve inherent uncertainties and the application of management judgment. In addition, the Company is required to estimate the expected forfeiture rate and only recognizes expense for those options expected to vest. As a result, if other assumptions had been used, the recorded stock-based compensation expense could have been different from that reported.

	Basic and Diluted Loss Per Share

	Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, potentially dilutive common shares are excluded from the loss per share calculation, as the effect would be anti-dilutive. Basic and diluted loss per share are the same for the years presented.

	For the years ended November 30, 2008, 2007 and 2006, potentially dilutive common shares (relating to warrants outstanding at the year-end) totalling Nil (2007: nil; 2006: 5,000,000) were not included in the computation of loss per share because their effect was anti-dilutive.

	Mineral Properties

	Mineral properties consist of exploration and mining concessions, options and contracts. Acquisition and leasehold costs are capitalized and deferred until such time as the property is put into production or the properties are disposed of either through sale or abandonment. If mineral properties are put into production, the costs of acquisition will be amortized over the life of the property based on estimated economic reserves. Proceeds received from the sale of any interest in a property will first be credited against the carrying value of the property, with any excess included in operations for the period. If a property is abandoned, the property costs that are not recoverable will be written-off to operations.

	Mineral properties exploration costs are expensed when incurred. Recorded costs of mineral properties are not intended to reflect present or future values of mineral properties.

	Comprehensive Income

	The Company follows CICA Handbook Section 1530 “Comprehensive Income” which establishes standards for reporting and presenting comprehensive income, which is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income that are excluded from net income calculated in accordance with Canadian generally accepted accounting principles. At November 30, 2008, the Company does not have transactions and events which require the recognition of comprehensive income.

	Financial Instruments

	The Company follows Section 3855 “Financial Instruments – Recognition and Measurement” and Section 3861 “Financial Instruments – Disclosure and Presentation”. Section 3855 prescribes when a financial asset, financial liability or non- financial derivative is to be recognized on the balance sheet and at what amount, requiring fair value or cost-based measures under different circumstances. Under Section 3855, financial instruments must be classified into one of these five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments, including derivatives, are measured initially and subsequently on the balance sheet at fair value except for loans and receivables, held-to-maturity investments and other financial liabilities which are measured subsequently on the balance sheet at amortized cost. Available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the investment is derecognized or impaired at which time the amounts would be recorded in net earnings.

Bradner Ventures Ltd.

(A Development Stage Company)

Notes to the Financial Statements

November 30, 2008, 2007 and 2006

(Expressed in Canadian dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial Instruments (continued)

The Company classifies and measures its financial instruments as follows:

Cash are classified as “held-for-trading”. They are measured at fair value and changes in fair value are recognized in the statements of operations.
Accounts payable and accrued liabilities and advances payable are classified as other financial liabilities and are measured at fair value at inception. They are measured at amortized cost using the effective interest rate at subsequent periods. Change in fair value is recognized in the statements of comprehensive loss.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit Risk

Liquidity Risk

Interest Rate Risk

Bradner Ventures Ltd.

(A Development Stage Company)

Notes to the Financial Statements

November 30, 2008, 2007 and 2006

(Expressed in Canadian dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial Instruments (continued)

Foreign Currency Risk

Accounting Changes

The Company adopted CICA Handbook Section 1506 “Accounting Changes” which revises the standards on changes in accounting policy, estimates or errors to require a change in accounting policy to be applied retrospectively (unless doing so is impracticable or is specified otherwise by a new accounting standard), changes in estimates to be recorded prospectively, and prior period errors to be corrected retrospectively. Voluntary changes in accounting policy are allowed only when they result in financial statements that provide reliable and more relevant information. In addition, these revised standards call for enhanced disclosures about the effects of changes in accounting policies, estimates and errors on the financial statements. The impact of this new standard cannot be determined until such time as the Company makes a change in accounting policy, other than the changes resulting from the implementation of the new CICA Handbook standards discussed in this note.

Cash Distributions

Recent Accounting Pronouncements

The Accounting Standards Board (“AcSB”) amended CICA Handbook Section 1400 – “Assessing Going Concern”, to include requirements for management to assess and disclose an entity’s ability to continue as a going concern. This section applies to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008. The adoption of this Section is not expected to result in any changes on the disclosure within the financial statements.

CICA Handbook Section 3064, “Goodwill and Intangible Assets”, replacing Section 3062, “Goodwill and Other Intangible Assets”, and Section 3450, “Research and Development Costs”. This section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. The standard is effective for annual and interim periods beginning on or after October 1, 2008. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062.

In 2006, the AcSB published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended November 30, 2012. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time. The Company is currently assessing the impact of the above new accounting standards on the Company’s financial positions and results of operations.

Bradner Ventures Ltd.

(A Development Stage Company)

Notes to the Financial Statements

November 30, 2008, 2007 and 2006

(Expressed in Canadian dollars)

3.	CAPITAL DISCLOSURES

	Effective December 1, 2007, the Company adopted the new CICA guidelines of Section 1535, Capital Disclosures, which requires companies to disclose their objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital, and whether companies have complied with externally imposed capital requirements and, if not in compliance, the consequences of such non-compliance.

	In the management of capital, the Company includes cash in the definition of capital.

	The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to seek and identify suitable business opportunities or business combinations in Canada. The board of directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

	The Company places its cash with institutions of high credit worthiness. At November 30, 2008, the Company had cash of $4,623 (2007: $902).

	The Company currently has not identified business opportunities; as such the Company has historically relied on the equity markets and advances from related parties to fund its activities. In order to carry out identifying business opportunities and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company will continue to assess new opportunities and seek to acquire business if it feels there are sufficient benefits to the Company and if it has adequate financial resources to do so.

	Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

4.	MINERAL PROPERTY

	During the year ended November 30, 2007, the Company was in the process of acquiring an exploration permit to a mineral claim located in British Columbia, Canada for a term which expired on November 30, 2008. The Company paid a $5,000 security deposit and incurred $3,921 in exploration costs on the mineral claim.

	During the year ended November 30, 2008, the Company abandoned the mineral claim and received a refund for the security deposit of $5,000.

5.	RELATED PARTY TRANSACTIONS

	The Company entered into the following transactions with related parties, which are in the normal course of operations and are measured at the exchange amount.

	(a)	The Company incurred $nil (2007 - $5,245; 2006 - $5,858) for office rent to a company with a common director, which is included in office and miscellaneous expenses.

	(b)	The Company incurred $2,000 (2007 - $nil; 2006 - $5,000) for management fees to a company with a common director.

	(c)	The Company incurred $3,000 (2007 - $nil; 2006 - $nil) for bookkeeping fees to a company with a common director.

	(d)	As at November 30, 2008, the Company owes $50,000 (2007 - $50,000) to a director for advances, which are unsecured, non-interest bearing and payable on demand.

	(e)	As at November 30, 2008, the Company owes $15,000 (2007 - $Nil) to a company owned by a shareholder for advances, which is unsecured, non-interest bearing and payable on demand.

	(f)	As at November 30, 2008, the Company owes $25,000 (2007 - $Nil) to a company owned by the President of the Company for advances, which are unsecured, non-interest bearing and no fixed term of repayments.

Bradner Ventures Ltd.

(A Development Stage Company)

Notes to the Financial Statements

November 30, 2008, 2007 and 2006

(Expressed in Canadian dollars)

6.	CAPITAL STOCK

	Common Shares

	The common shares of the Company are all of the same class, are voting and entitle stockholders to receive dividends. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any dividends which may be declared.

	Preferred Shares

	The preferred shares of the Company may be issued in one or more series and may be designated as voting or non-voting and cumulative or non-cumulative. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets before any distribution is made to the holders of the common shares. The Company had no preferred shares outstanding at November 30, 2008, 2007 and 2006.

	Stock Options

	The Company, from time to time, allows officers, key employees and non-employee directors to be granted options to purchase shares of the Company’s authorized but un-issued common stock. Options currently expire no later than 10 years from the grant date and generally vest on the date of grant. These options are granted with an exercise price equal to the market price of the Company’s common stock on the date of the grant. The Company had no options outstanding as at November 30, 2008, 2007 and 2006.

	Warrants

	The following is a summary of the activity of the warrants issued for the fiscal years ended 2008, 2007, and 2006:

November 30, 2008

November 30, 2007

November 30, 2006

Exercise

Number

Price

Number

Price

Number

Price

Balance, beginning of year

–

5,000,000

0.10

5,000,000

0.10

Expired

–

(5,000,000

)

0.10

–

Balance, end of year

–

5,000,000

0.10

7.	INCOME TAXES

A reconciliation of income tax recovery at statutory rates with the reported income tax recovery is as follows:

		2008			2007			2006

Basic statutory and provincial income tax rate		31.30%			34.12%			34.12%

Net loss	$	(47,508	)	$	(61,980	)	$	(58,145	)

Expected income tax recovery on net loss,
before income tax	$	15,000		$	21,000		$	(20,000	)
Differences due to recognition of items for tax purposes:
Effects of reduction in statutory rate		(2,000	)		(118,000	)		-
Permanent differences		(2,000	)
Expiry of non-capital loss carry forward		(19,000	)					-
Increase in valuation allowance		8,000			97,000			20,000
Total income tax recovery	$	-		$	-		$	-

Bradner Ventures Ltd.

(A Development Stage Company)

Notes to the Financial Statements

November 30, 2008, 2007 and 2006

(Expressed in Canadian dollars)

7.	INCOME TAXES (Continued)

	The significant components of the Company’s future income tax assets and liabilities are as follows:

		2008			2007

Future estimated income tax assets:
Non-capital losses carried forward	$	124,000		$	132,000
Exploration expenses		238,000			238,000
Capital loss carry-forwards		95,000			95,000
		457,000			465,000
Valuation allowance		(457,000	)		(465,000	)
Net future estimated income tax assets	$	-		$	-

As at November 30, 2008, the Company has accumulated Canadian and foreign exploration costs totaling $916,000 non-capital losses totaling $478,000. The Company also has $734,000 of capital losses which may be applied to future capital gains, which may be carried forward to apply against future years’ income for Canadian income tax purposes. Potential benefits of these losses and exploration costs have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize in future years. The non-capital losses expire as follows:

2009		98,000
2010		69,000
2011		28,000
2014		50,000
2015		71,000
2026		58,000
2027		62,000
2028		42,000
	$	478,000

For income tax purposes, the Company reports certain transactions in different periods than reported for financial statement purposes. The Company has incurred operating losses since its inception and, therefore, no tax liabilities have been incurred for the years presented.

8.	Contributed Surplus

	During the year ended November 30, 2008, a Company with a common director provides bookkeeping services and management services at no cost. The fair value of the bookkeeping services of $3,000 and the fair value of the management services of $2,000 have been recorded in the statement of operations and in contributed surplus.

9.	UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

	These financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada. There are no material differences between Canadian GAAP and United States GAAP on the balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity (deficiency) for 2008, 2007 and 2006.

	Development Stage Company

	The Company complies with SFAS No. 7 and The Securities and Exchange Commission Exchange Act Guide 7 for its characterization of the Company as development stage.

Bradner Ventures Ltd.

(A Development Stage Company)

Notes to the Financial Statements

November 30, 2008, 2007 and 2006

(Expressed in Canadian dollars)

9.	UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

Recently Adopted Accounting Standards

Recently Pronounced Accounting Standards

In December 2007, the FASB issued SFAS No. 141R, which is a revision of previously existing guidance on accounting for business combinations. SFAS 141R retains the fundamental concept of the purchase method of accounting and introduces new requirements for the recognition and measurement of assets acquired, liabilities assumed and non-controlling interests. SFAS 141R is effective for fiscal years beginning after December 15, 2008. The Company will adopt SFAS 141R for any business combinations entered into, where applicable, on or after December 1, 2009.

Bradner Ventures Ltd.

(A Development Stage Company)

Notes to the Financial Statements

November 30, 2008, 2007 and 2006

(Expressed in Canadian dollars)

9.	UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

	Recently Pronounced Accounting Standards (continued)

	In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The Company is currently evaluating the impact of SFAS No. 161 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s financial statements.

	In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

10.	NON-CASH TRANSACTIONS

Accumulated from

June 22, 1983

(Date of Inception)

Years ended November 30,

to November 30,

2008

2007

2006

Shares issued for settlement of debt

422,996

–

Shares issued for finder’s fee

179,932

–

Shares issued for acquisition of mineral property

409,866

–

Donated services (note 8)

5,000

–

ITEM 19 Exhibits

The following exhibits are being filed as part of this annual report, or are incorporated by reference where indicated:

*10.*	*Articles of Incorporation and By-laws:*
1.1	Articles of Incorporation, effective June 22, 1983 (incorporated by reference from our Registration Statement on Form 20-F/A, filed on January 22, 2001).
1.2	Altered Memorandum, dated December 13, 1999 (incorporated by reference from our Registration Statement on Form 20-F/A, filed on January 22, 2001).
1.3	Certificate of Change of Name, dated December 13, 1999 (incorporated by reference from our Registration Statement on Form 20-F/A, filed on January 22, 2001).
1.4	Notice of Alteration of Articles, effective March 31, 2004 (incorporated by reference from our Registration Statement on Form 20-F, filed on June 1, 2004).
1.5	Notice of Alteration of Articles, effective March 31, 2004 (incorporated by reference from our Registration Statement on Form 20-F, filed on June 1, 2004).
*11.*	*Code of Ethics*
11.1	Code of Ethics (incorporated by reference from our Registration Statement on Form 20-F, filed on June 1, 2004).
*12.*	*302 Certification*
12.1	Section 302 Certification under Sarbanes-Oxley Act of 2002 for Richard Coglon.
*13.*	*906 Certification*
13.1	Section 906 Certification under Sarbanes-Oxley Act of 2002 for Richard Coglon.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

BRADNER VENTURES LTD.

/s/ Richard Coglon
Richard L. Coglon
President and Secretary
(Principal Executive Officer
and Principal Financial Officer)

Date: May 29, 2009

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HIP ENERGY Inactive 20-F2008 FY Annual report (foreign)

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