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CORRESP
 1
 filename1.htm

 Brookmount Explorations, Inc.

 VIA EDGAR

 May 15, 2025

 THE UNITED STATES SECURITIES

 AND EXCHANGE COMMISSION

 Division of Corporation Finance

 Washington, D.C. 20549

 Re:

 Brookmount Explorations, Inc.
 Amended Offering Statement on Form 1-A
 Filed April 30, 2025
 File No. 024-12392

 Ladies and Gentlemen:

 Brookmount Explorations, Inc. (the "Company")
hereby requests qualification of the above-referenced Amended Offering Statement on Form 1-A on May 19, 2025 at 5:00 p.m. eastern time,
or as soon as practicable thereafter.

 The Company acknowledges that:

 1. Should
the Commission or the staff, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission
from taking any action with respect to the filing.

 2. The action
of the Commission or the staff, acting pursuant to the delegated authority, in declaring the filing qualified, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

 3. The Company
may not assert staff comments and the declaration of qualification as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 The Company confirms that it is authorized to offer
and sell its securities qualified under the Offering Statement pursuant to qualification, registration or exemption therefrom in at least
one state (Florida; Colorado).

 Brookmount Explorations, Inc.

 By:	 /s/
Nils Ollquist

 Nils
Ollquist

 President
and CEO

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 April 25, 2025

Nils Ollquist
Chief Executive Officer
Brookmount Explorations, Inc.
1 East Liberty Suite 500
Reno, NV 89501

 Re: Brookmount Explorations, Inc.
 Amendment No. 7 to Offering Statement on Form 1-A
 Filed April 11, 2025
 File No. 024-12392
Dear Nils Ollquist:

 We have reviewed your amended offering statement and have the following
comment(s).

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our March 24,
2025 letter.

Amendment No. 7 to Offering Statement on Form 1-A filed April 11, 2025
Dilution, page 18

1. Please revise the narrative to correct net tangible book value to
$37.270 million as of
 November 30, 2024, rather than $32.270 million.
Description of Property, page 25

2. Please update the annual gold production on page 25 to reflect your
November 30,
 2024 fiscal year end.
 April 25, 2025
Page 2

 Please contact Steve Lo at 202-551-3394 or Kimberly Calder at
202-551-3701 if you
have questions regarding comments on the financial statements and related
matters. For
questions regarding the engineering comments, please contact John Coleman at
202-551-
3610. Please contact Liz Packebusch at 202-551-8749 or Kevin Dougherty at
202-551-3271
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Joe Laxague
</TEXT>
</DOCUMENT>

<DOCUMENT>
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 March 24, 2025

Nils Ollquist
Chief Executive Officer
Brookmount Explorations, Inc.
1 East Liberty Suite 500
Reno, NV 89501

 Re: Brookmount Explorations, Inc.
 Amendment No. 6 to Offering Statement on Form 1-A
 Filed March 11, 2025
 File No. 024-12392
Dear Nils Ollquist:

 We have reviewed your amended offering statement and have the following
comment(s).

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our March 4,
2025 letter.

Amendment No. 6 to Offering Statement on Form 1-A filed March 11, 2025
Financial Statements, page F-1

1. Please update your financial statements pursuant to Part F/S (b)(3)(C)
and (b)(4) of
 Form 1-A.
 March 24, 2025
Page 2

 Please contact Steve Lo at 202-551-3394 or Kimberly Calder at
202-551-3701 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Liz Packebusch at 202-551-8749 or Kevin Dougherty at 202-551-3271 with
any other
questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Joe Laxague
</TEXT>
</DOCUMENT>

March 4, 2025
Nils Ollquist
Chief Executive Officer
Brookmount Explorations, Inc.
1 East Liberty Suite 500
Reno, NV 89501
Re:Brookmount Explorations, Inc.
Amendment No. 5 to Offering Statement on Form 1-A
Filed February 20, 2025
File No. 024-12392
Dear Nils Ollquist:
            We have reviewed your amended offering statement and have the following
comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 6, 2025 letter.
Amendment No. 5 to Offering Statement on Form 1-A filed February 20, 2025
Dilution, page 18
1.Please revise your calculation of Net tangible book value as of August 31, 2024 to
remove Total liabilities as of August 31, 2024 to align the calculation with the
standard definition.
Use of Proceeds, page 21
2.We note your response to prior comment 5. Please similarly correct and update
the Gross Offering Proceeds in your 75% column.

March 4, 2025
Page 2
Description of Property
Talawaan Property, page 26
3.Please correct the date of the "agreement dated June 19, 2021" to the correct date of
June 21, 2024. Additionally, disclose when the transaction closed and became
effective. We note the disclosure in Note 9 on page F-12 that the Company completed
its acquisition in December 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Private Offering of Common Stock, page 40
4.You appear to have revised Item 4 of Part I in response to prior comment 7.
However, prior comment 7 referred to Item 6(c)(1) of Part I, and we reissue
that comment below. Also, in order to be consistent with Parts II and III of your
offering circular (which, reflects registration of a $500,000 resale offering) please
restore your Item 4 disclosure as it appeared in Amendment No. 4 or advise.

We note your disclosure that, on April 3, 2024, you offered and sold a total of
13,750,000 shares of common stock in a private offering to accredited investors under
Rule 506 (b) under Regulation D at price of $0.02 per share, for total proceeds of
$275,000, and that, on November 19, 2024, you closed an additional private offering
of 8,750,000 shares of common stock to accredited investors under Rule 506 (b) under
Regulation D at price of $0.02 per share, for total proceeds of $175,000. We note that
this amounts to $450,000 in total proceeds during 2024. This does not appear to be
consistent with your disclosure at Item 6(c)(1) of Part I of Form 1-A, which reflects
aggregate consideration for which the securities were issued of $500,000 within one
year. Please revise or advise.
2. Investment in Talawaan Project, page F-11
5.We note your expanded disclosure on page 26 regarding the Talawaan Property, the
Joint Operating Agreement dated June 19, 2024 and its Amendment dated October 14,
2024 filed as Exhibits 6.2 and 6.3 to Amendment No. 4 to Offering Statement
on Form 1-A filed January 13, 2025. Please revise and expand Note 2 to disclose
material terms of the Joint Operating Agreement and its Amendment. For example:

•Disclose the date the transaction closed and became effective;
•Correct the term of the agreement to 25 years;
•Correct the number of hectares to 10 and indicate the expected expansion to
50 hectares in April 2025;
•Disclose the $350,000 payment for the remaining 30% interest in the mining
operations;
•Disclose the quarterly transfer of excess income generated by the mining
operations to the Company by the operating partner; and
•Disclose the quarterly 25% royalty payment on net profit generated.

March 4, 2025
Page 3
Consolidated Financial Statements for the Quarters Ended August 31, 2024 and 2023
4. Funds held by operating partner for reinvestment, page F-11
6.Please revise Note 4 to address the changes resulting from the Joint Operating
Agreement and its Amendment. In this regard, we note that the operating partner will
no longer hold funds for reinvestment and that the balance will be converted via a
debt for equity swap of approximately $20 million.
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. Please
contact Liz Packebusch at 202-551-8749 or Kevin Dougherty at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Joe Laxague

February 6, 2025
Nils Ollquist
Chief Executive Officer
Brookmount Explorations, Inc.
1 East Liberty Suite 500
Reno, NV 89501
Re:Brookmount Explorations, Inc.
Amendment No. 4 to Offering Statement on Form 1-A
Filed January 13, 2025
File No. 024-12392
Dear Nils Ollquist:
            We have reviewed your amended offering statement and have the following
comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 18, 2024
letter.
Amendment No. 4 to Offering Statement on Form 1-A filed January 13, 2025
Cover Page
1.Your disclosure indicating that an offering of up to 100,000,000 common shares at an
estimated price range per share of $0.02 to $0.06 per share, assuming the offering
price is $0.02 per share, will result in gross proceeds of up to $500,000.00, before
deduction of offering expenses, assuming all shares are sold, appears an incorrect
calculation. Please revise or advise.

February 6, 2025
Page 2
Summary of the Offering
Termination of the Offering, page 5
2.You indicate the offering will conclude upon the earlier of the sale of all 200,000,000
shares or one year after the date of this offering circular. Please reconcile this with
disclosure elsewhere that you are offering 100,000,000 shares.

Selling Shareholders, page 15
3.In your tabular disclosure of your column "Total Number of Shares to be Offered for
Selling Shareholders Account" the number of shares to be offered does not equal
25M. For example, the shares offered by Makarios Partners LP does not appear to be
correct. Please revise or advise.
Dilution, page 18
4.We note you used $47,868,000 for total assets and $12,500,000 for intangible assets –
land usage right to derive net tangible book value as of August 31, 2024.  These
numbers do not agree to the Unaudited Consolidated Balance Sheet as of August 31,
2024 on page F-1, which shows $49,138,000 for Total assets and $11,983,000 for
Land usage rights.  Please advise or revise accordingly.
Use of Proceeds, page 21
5.The amount of Gross Offering Proceeds in the 50% and 25% columns of your table do
not appear to be correct. Please revise or advise.
Description of Properrty
Talawaan Property, page 25
Please revise your description of property to disclose your Joint Operating Agreement
and its Amendment filed as Exhibits 6.2 and 6.3 to this 1-A, including all material
terms. For example, it appears the agreement and its amendment contain the
following:

•For your consideration of $500,000 you acquired 70% equity ownership, with
30% retained by your Indonesian partner, and you have an option to acquire 100%
for certain other consideration.
•Cash is held by your Indonesian partner.
•Your Indonesian partner has a 25% Royalty on Net Profit Generated.
•The Koperasi license is currently set to expire in April 2025, and your Indonesian
partner has agreed to endeavor to extend the license.
•The current Koperasi license covers 10 hectares of the property, and your
Indonesian partner has agreed to take all necessary actions to expand the Koperasi
license area.

Please revise to disclose material terms of your license agreement and any
amendments. Also provide an update on the Koperasi license, and any renewal, and
what acreage the current Koperasi license covers (e.g., 10 or 50 hectares) and any 6.

February 6, 2025
Page 3
impact that could result from an inability to renew the license or expand the acreage
of such license on your operations. See Item 1304 (b)(1)(iii) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Private Offering of Common Stock, page 40
7.We note your disclosure that, on April 3, 2024, you offered and sold a total of
13,750,000 shares of common stock in a private offering to accredited investors under
Rule 506 (b) under Regulation D at price of $0.02 per share, for total proceeds of
$275,000, and that, on November 19, 2024, you closed an additional private offering
of 8,750,000 shares of common stock to accredited investors under Rule 506 (b) under
Regulation D at price of $0.02 per share, for total proceeds of $175,000. We note that
this amounts to $450,000 in total proceeds during 2024. This does not appear to be
consistent with your disclosure at Item 6(c)(1) of Part I of Form 1-A, which reflects
aggregate consideration for which the securities were issued of $500,000 within one
year. Please revise or advise.
Compensation of Directors and Executive Officers, page 42
8.Please provide updated director and executive officer compensation for your
last completed fiscal year. See Item 11 of Part II of Form 1-A.
Consolidated Financial Statements for the Quarters Ended August 31, 2024 and 2023
9. Events After the Reporting Period, page F-12, page F-12
9.We note your response to prior comment 9.  We re-issue the comment.  Your
Unaudited Consolidated Statement of Changes in Stockholders’ Equity on page F-3
shows 113,725,869 shares issued and outstanding as of August 31, 2024.  We also
note you disclosed 136,475,869 common shares issued and outstanding as of January
2, 2025 on various pages, including page 5.  Please revise Note 9 on page F-12 to
address the additional 22,750,000 common shares issued after August 31, 2024.
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. Please
contact Liz Packebusch at 202-551-8749 or Kevin Dougherty at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Joe Laxague

September 18, 2024
Nils Ollquist
Chief Executive Officer
Brookmount Explorations, Inc.
1 East Liberty Suite 500
Reno, NV 89501
Re:Brookmount Explorations, Inc.
Amendment No. 3 to Offering Statement on Form 1-A
Filed August 30, 2024
File No. 024-12392
Dear Nils Ollquist:
            We have reviewed your amended offering statement and have the following comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 22, 2024 letter.
Amendment No. 3 to Offering Statement on Form 1-A filed August 30, 2024
Summary Information
The Company, page 3
1.We note numerous places in the filing where the number of outstanding shares do not
appear to be consistent. For example, on page 3 under The Company, outstanding shares
at August 23, 2024 are shown as 124,473,869. However, on page 21 under Description of
Business, outstanding shares on August 23, 2024 are shown as 123,475,869 and on page
44 under Securities Being Offered, outstanding shares on August 23, 2024 are shown as
148,475,869. Then, on page 5, the number of outstanding shares as of the date of the
filing on August 30, 2024 is shown as 105,101,280. Please review the filing for accurate
share disclosures and revise as necessary.
Summary of the Offering, page 5
We note that the number of shares outstanding after the offering is 148,475,869, which is 2.

September 18, 2024
Page 2
43,475,589 more than the 105,101,280 outstanding at the date of the offering. Please
explain the additional 18,374,589 shares over the 25,000,000 number of shares being
offered or revise.
Determination of Offering Price, page 17
3.Please tell us how the 19.22% was calculated, given the outstanding shares after the
offering of 148,475,869 on page 5.
Part II and III
Description of Property, page 27
4.Your revised disclosure on page 27 now indicates that your mining throughput is around
300 bags per day which represents approximately 15,000 kg or 15 metric tonnes of ore.
However the first paragraph on page 27 states approximately 50 ore bags weighing
approximately 50 kg each are mined every 12 hours.  Please reconcile these numbers and
revise your disclosures accordingly.
Security Ownership of Management and Certain Securityholders, page 43
5.Please correct the percentage ownership of each person and in total given the outstanding
shares of 101,601,280 at June 14, 2024. We note that the total of 14,481,707 shares
represents 14.40% of 101,601,280 shares.
6.Please revise to provide the beneficial ownership information required by Item 12 of
Form 1-A as of the most recent practicable date.
Consolidated Financial Statements for the Quarters Ended May 31, 2024 and 2023, page F-1
7.Pursuant to (b)(3) and (b)(5) of Part F/S of Form 1-A, update your financial statements to
present financial statements for the six months ended May 31, 2024 and 2023, rather than
the three month period ended May 31, 2024 and 2023.
4. Funds held by Joint Venture for reinvestment, page F-11
8.We note your response to comment 8 and see that you have revised the labelling of the
funds held by your operating partner to "Funds held by Joint Venture for reinvestment" in
your May 31, 2024 interim financial statements and related notes.  Based on your
previous response letter dated July 25, 2024 you stated that the Talawaan operations was
mistakenly referred to as a joint venture and had changed to label this line item as "funds
held by operating partner for reinvestment."  Please revise your disclosure to label this
line item accordingly or tell us why you have reverted to your previous labelling
of Talawaan as a joint venture.
9. Events After the Reporting Period, page F-12
9.We note your response to prior comment 9. You revised disclosure to Note 11 on page F-
24, rather than Note 9 on page F-12. In this regard, we note the outstanding shares at May
31, 2024 are 101,601,280 on page F-3 and are 105,101,280 at the date of the filing on
page 5. Please address the additional 3,500,000 shares issued after May 31, 2024.
            Please contact Kimberly Calder at 202-551-3701 or Craig Arakawa at 202-551-3650 if

September 18, 2024
Page 3
you have questions regarding comments on the financial statements and related matters. For
questions regarding the engineering comments, please contact John Coleman at 202-551-3610.
Please contact Liz Packebusch at 202-551-8749 or Kevin Dougherty at 202-551-3271 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Joe Laxague

July 22, 2024
Nils Ollquist
Chief Executive Officer
Brookmount Explorations, Inc.
1 East Liberty Suite 500
Reno, NV 89501
Re:Brookmount Explorations, Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed July 8, 2024
File No. 024-12392
Dear Nils Ollquist:
            We have reviewed your amended offering statement and have the following comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 14, 2024 letter.
Amendment No. 2 to Offering Statement on Form 1-A filed July 8, 2024
Dilution, page 18
1.We note your revision to the dilution table in response to prior comment 6.  Please
disclose how you derived your net tangible book value as of February 29, 2024 of
$31,447,000.
2.Present the "Change in net tangible book value per share attributable to new investors" in
parentheses to reflect the negative value.
Part II and III
Description of Property, page 29
3.We note your response to comment 9.  Please clearly state which property or properties
you consider to be material.

July 22, 2024
Page 2
4.We note your response to comment 10. Please clarify the units associated with the
capacities that you have included in your revised disclosure.  For example are capacities
presented on a per day basis, per year basis, or other.
5.Please address the following regarding your processing facilities:
•Clarify the discrepancy with respect to the number of ball mills. We note that page 24
states over 50 ball mills however page 30 states over 80 ball mills.
•Provide additional detail regarding your tailings facility, including permit
requirements and any required detoxification or other environmental requirements
prior to tailings placement.
•Please describe your off-site refinery and refining process.
Management's Discussion and Analysis of Financial Condition and Results of Operation, page 35
6.You did not respond to comment 13 from our letter dated May 14, 2024. It appears you
included comment 12 from our letter dated February 16, 2024 as comment 13 in your July
5, 2024 response.  We re-issue comment 13 from our letter dated May 14, 2024. We note
your discussion of the cash flows from operating activities on page 37 for the periods
presented merely recites the numbers from the financial statements. Please revise your
discussion to address the underlying reasons for the material fluctuations between periods
in quantitative and qualitative terms.
1. Summary of Signficant Accounting Policies, page F-5
7.We note your response to prior comment 25. Please tell us the authoritative literature you
follow to support your belief that you are not required to submit a US tax return.
4. Funds held by operating partner for reinvestment, page F-12
8.We note your response to prior comment 27 and the revised disclosure in Note 4 on page
F-12. You indicate that the operating agreement was renegotiated and amended in
September 2023 "such that all the retained cash from unallocated earnings, being held by
our operating partner on behalf of BMXI, are reinvested into (1) the expansion of the gold
reserve area, (2) recapitalization and expansion of the mining assets and capital equipment
and (3) review of workers safety protocols and standards, including additional training,
and upgrading of safety equipment." Explain to us how the funds represent assets of the
company given they are for use by the operating partner and to be reinvested into the
property.
9. Events After the Reporting Period, page F-13
9.We note your response to prior comment 28 and the revised disclosure in Note 9 on page
F-13. In this regard, we note that the outstanding shares at February 28, 2024 are
87,703,370 and at June 24, 2024 are 105,101,280, for a difference of 17,397,110 shares
issued during that period. Your revised disclosure only addresses 13,750,000 shares
issued on April 3, 2024. Please address the additional 3,647,910 shares issued during this
period.

July 22, 2024
Page 3
General
10.We note your response to prior comment 30, indicating that you have amended Part I,
Item 6 of the Offering Statement to bring it up to date. However, we could not locate such
revisions. Please revise or advise.
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. For
questions regarding the engineering comments, please contact John Coleman at 202-551-3610.
Please contact Liz Packebusch at 202-551-8749 or Kevin Dougherty at 202-551-3271 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Joe Laxague

United States securities and exchange commission logo
May 14, 2024
Nils Ollquist
Chief Executive Officer
Brookmount Explorations, Inc.
1 East Liberty Suite 500
Reno, NV 89501
Re:Brookmount Explorations, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed May 2, 2024
File No. 024-12392
Dear Nils Ollquist:
            We have reviewed your amended offering statement and have the following comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 16, 2024 letter.
Amendment No. 1 to Offering Statement on Form 1-A filed May 2, 2024
Cover Page
1.We note your disclosure that the per share public offering price of the shares to be sold by
the Selling Shareholders will be the then-prevailing market price.  Please note that at-the-
market offerings are not permitted under Regulation A. Accordingly, please revise your
disclosure on the cover page and elsewhere to clarify that the selling shareholders will sell
shares at a fixed price or within a bona fide price range. Please also disclose the fixed
price or bona fide price range in the offering circular.  Please also clarify that the company
and the selling shareholders will sell their shares at the same fixed price for the duration of
the offering. Refer to Rule 251(d)(3)(ii) of Regulation A. Please also revise the tabular
disclosure on your cover page to include the shares being offered for resale. Refer to Item
1(e) to Part II of Form 1-A.

 FirstName LastNameNils Ollquist
 Comapany NameBrookmount Explorations, Inc.
 May 14, 2024 Page 2
 FirstName LastName
Nils Ollquist
Brookmount Explorations, Inc.
May 14, 2024
Page 2
Summary Information, page 3
2.Please update the number of common shares, shareholders of record and closing price in
the last paragraph under "The Company" on page 3 as of the most recent practicable date
(stating the date used).
Selling Shareholders, page 15
3.Please revise the bottom of your table to describe what percent of the pre-offering
outstanding shares the offering represents. Refer to Item 5(d) to Part II of Form 1-A.
4.For AES Capital Management, LLC and Seminal Church, please disclose the persons who
have sole voting or shared voting or investment power of such shares registered for
resale.  See Item 5(d) and the Instruction to Item 5(d) thereof to Part II of Form 1-A. If
any such persons are affiliates, please also revise Part 1, Item 4 of Form 1-A as necessary
to disclose if the proposed offering involves the resale of securities by affiliates of the
issuer.
Determination of Offering Price, page 17
5.Please advise how 25% of the issued and outstanding shares of common stock was
calculated, given the number of outstanding shares before the offering was
100,601,280 and the number of shares issued and outstanding after the offering will be
125,601,280, per page 5.
Dilution, page 18
6.Please update your entire Dilution table to reflect the Assumed offering price of $0.02 per
share, as indicated on page 5. Additionally, net tangible book value should be as of the
most recent balance sheet date and shares outstanding should be as of the most recent
practicable date (stating the date used).
Part II and III
Description of Property , page 24
7.We are unable to locate the Talawan and Alason properties using the coordinates and
descriptions provided.  Please advise.

We suggest including insets with the Talawan and Alason maps showing the general
geographic location of the properties, along with the inclusion of latitude and
longitude references around the perimeter of these maps.
8.Please disclose the aggregate annual production for the properties during each of the three
most recently completed fiscal years as required by Item 1303(b)(2)(ii) of Regulation S-K.

 FirstName LastNameNils Ollquist
 Comapany NameBrookmount Explorations, Inc.
 May 14, 2024 Page 3
 FirstName LastName
Nils Ollquist
Brookmount Explorations, Inc.
May 14, 2024
Page 3
9.Please include a statement identifying each material property and include the following
information for each material property, consistent with Item 1304 of Regulation S-K:
•a brief description of your mineral rights including the number and size (acreage) of
the titles, claims, concessions, mineral rights, leases or options,
•a description of work that you have completed on the property,
•a brief description of the type of mining occurring on the property and the associated
equipment,
•the total cost or book value of the property, and
•a brief description of any significant encumbrances to the property, including
permitting.
10.Please disclose the capacity and utilization for each of your processing facilities, as
required by Instruction 1 to Item 102 of Regulation S-K.
11.We note that you have disclosed the results of historical exploration results on page 31 of
your filing.  Please note that the disclosure of exploration results, mineral resources, or
mineral reserves must be based on and accurately reflect information and supporting
documentation prepared by a qualified person, pursuant to Item 1302(a)(1) of Regulation
S-K. Please revise to remove the historical exploration results until they have been
reviewed and accepted by a qualified person.
Description of Property, page 25
12.We note that the Alason Property/Project is operated as a joint venture, where the
Company receives 30% of the net revenue from production. Please provide disclosure in
your financial statements for this investment, as required by ASC 323-10-50. In this
regard, we note that the disclosures on page F-10 indicate that Land Usage Rights
associated with the Alason Property/Project were recorded at cost and accounted for as an
asset on the Company’s balance sheet. Please advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
34
13.We note your discussion of the cash flows from operating activities on page 36 for the
periods presented merely recites the numbers from the financial statements.  Please revise
your discussion to address the underlying reasons for the material fluctuations between
periods in quantitative and qualitative terms.
Compensation of Directors and Executive Officers, page 39
14.Stock Awards total $4,000,000, not $2,750,000. Please revise.
15.Please advise how Total compensation of $4,240,000 is recorded in the financial
statements. In this regard, Selling, general and administrative expenses for the year ended
November 30, 2023 totals $1,642,000 on page F-13. Additionally, please provide the
disclosures required by ASC 718-10-50 in regards to the Stock Awards.

 FirstName LastNameNils Ollquist
 Comapany NameBrookmount Explorations, Inc.
 May 14, 2024 Page 4
 FirstName LastName
Nils Ollquist
Brookmount Explorations, Inc.
May 14, 2024
Page 4
16.We note your response to prior comment 11 and reissue it in part. Please revise your total
compensation column to disclose the total cash and non-cash compensation paid to your
directors and executive officers during the last fiscal year ended November 30, 2023. For
example, the "Total Compensation" column for Christopher Lim, Errin Kimball
and Officers and Directors as a group does not appear to equal the total of the cash and
non-cash compensation otherwise disclosed.
Security Ownership of Management and Certain Securityholders, page 40
17.Please update the beneficial ownership table as of the most recent practicable date. Refer
to Item 12(a) to Part II of Form 1-A. Please also revise your table to show both the
holdings of "Frederick Kempson" and "All officers and directors as a group (3 persons)"
as the share holdings of both are on the same line of your table.

Securities Being Offered, page 41
18.Update the number of shares of common stock outstanding and issued in the second
paragraph to that as of the most recent practicable date (stating the date used).
Additionally, update the number of shareholders of record under Market Price, Dividends,
and Related Stockholder Matters, as applicable. Finally, update the last sale price of the
Company’s common stock to that sold on April 3, 2024 for $0.02 per share disclosed
under Private Offering of Common Stock on page 37.
Unaudited Consolidated Statement of Changes in Stockholders' Equity, page F-3
19.Please clarify or revise the title of the line item “Income for the period,” as "Income for
the period" is not representative of the amounts presented. Please also address the same
issue on page F-13.
Unaudited Consolidated Statements of Cash Flows, page F-4
20.We note from pages F-4 and F-15 that you present Net cash flows provided by operating
activities but you label the line item as Net cash used in operating activities. Please clarify
or revise accordingly. To the extent applicable, please disclose on the respective pages the
amount of interest and income taxes paid during the periods presented. In addition,
disclose the information about all investing and financing activities during the period that
affect recognized assets or liabilities but that do not result in cash receipts or cash
payments in the period. Refer to ASC 230-10-50-2 and 50-3.
21.Please advise as to why non-affiliate loans is an operating activity and not a financing
activity. See ASC 230-10-45. Also, revise the line item Receivable from Non-Affiliate on
page F-12 to conform the line item with the interim financial statements and the statement
of cash flows.

 FirstName LastNameNils Ollquist
 Comapany NameBrookmount Explorations, Inc.
 May 14, 2024 Page 5
 FirstName LastName
Nils Ollquist
Brookmount Explorations, Inc.
May 14, 2024
Page 5
1. Summary of Significant Accounting Policies, page F-5
22.Please update 1.4 Reverse Acquisition Accounting on pages F-5 and F-16 to indicate that
the historical financial statements have been replaced, rather than will be replaced to avoid
confusion.
Summary of Significant Accounting Policies, page F-5
23.We note your response to prior comment 13. However, we note you provide interim
financial statements for the three months ended and as of February 28, 2024. Please
clarify your response or revise to provide a statement that in the opinion of management
all adjustments necessary in order to make the interim financial statements not misleading
have been included. Refer to Part F/S (b)(5)(iii) of Form 1-A.
24.We note your response to prior comment 15. Please revise your financial statements to
comply with ASC 830 in order for your financial statements to be prepared in accordance
with generally accepted accounting principles in the United States (US GAAP). Refer to
Form 1-A of the General Rules (a)(2) of Part F/S.
25.We note under 1.11 Income Taxes on page F-9 you disclose that because the Company
does not generate revenue in the US, it is not required to submit a US tax return. Please
explain your basis for this position and confirm that you have accounted for all taxes due
for the relevant periods.
2. Investment in Talawaan Project, page F-10
26.Please explain to us how the Investment in Talawaan Project on the balance sheet of
$500,000 relates to the wholly owned property summary detailed on pages 24 and 28-29.
It is unclear whether the $500,000 paid to acquire the property relates to this amount. In
this regard, expand the disclosure on pages 28-29 to detail these operating agreements. We
also note that these are described as long term operating agreements with exclusive land
usage rights. Address the difference between these land usage rights and those related to
the Alason Project and others and why this amount is not included under Land Usage
Rights in the balance sheet.
4. Funds held by Joint Venture for reinvestment, page F-10
27.We note the description indicates that the funds are held by a joint venture for
reinvestment, including for recapitalization and expansion of the joint venture mining
assets and capital equipment. Additionally, Note 5, Receivable Due from Non-Affiliate on
page F-20 indicates that the balance due is from the Talawaan Project Joint Venture
partner to the Company. However, on page 24, the Talawaan property is noted to be
wholly owned, with no indication of a joint venture on pages 28-29. Please advise. If a
joint venture, please provide disclosures in your financial statements for this investment,
as required by ASC 323-10-50.

 FirstName LastNameNils Ollquist
 Comapany NameBrookmount Explorations, Inc.
 May 14, 2024 Page 6
 FirstName LastName
Nils Ollquist
Brookmount Explorations, Inc.
May 14, 2024
Page 6
9. Events After the Reporting Period, page F-11
28.We note your response to prior comment 16. We re-issue the comment. Please disclose
the 13,750,000 shares sold and issued on April 3, 2024 disclosed on page 37 and any other
shares issued subsequent to February 28, 2024. Refer to ASC 855-10-50-2.
Exhibits
29.Please have counsel revise the legal opinion to additionally opine as to the 13,750,000
shares of common stock to be offered by the selling stockholders. Refer to Staff Legal
Bulletin 19, Section II.B.2.h.
General
30.We note your response to prior comment 19, including added disclosure in your
Management’s Discussion and Analysis of Financial Condition and Results of Operations
regarding the convertible notes and the shares issued thereunder, and well as other stock
issuances made as part of an exempt private offering. However, we did not observe
similar revisions in Item 6 to Part I, which continues to disclose 307,500 total securities
issued within one year before the filing of the Form 1-A, for proceeds of $307,500. Please
revise or advise.
31.In response to comment 18, you disclose the appointment of two new members of your
board of directors, Rodney Johnston and Jeff Pittman, both of whom are residents and
citizens of the U.S. Thus, you discuss in your response letter, one-half of the Company’s
directors (Mr. Johnston, Mr. Pittman, and Mr. Kimball, a Canadian) are resident in North
America. However, we note that your CEO Nils A. Ollquist and CFO Christopher Lim
appear based outside the U.S or Canada. Please confirm whether the issuer’s officers,
partners, or managers primarily direct, control and coordinate the issuer’s activities from
the United States or Canada, and, if so, identify these individuals, their positions with the
issuer and the current location(s) where they conduct their activities for the issuer.
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. For
questions regarding the engineering comments, please contact John Coleman at 202-551-3610.
Please contact Liz Packebusch at 202-551-8749 or Kevin Dougherty at 202-551-3271 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Joe Laxague

United States securities and exchange commission logo
February 16, 2024
Nils Ollquist
Chief Executive Officer
Brookmount Explorations, Inc.
1 East Liberty Suite 500
Reno, NV 89501
Re:Brookmount Explorations, Inc.
Offering Statement on Form 1-A
Filed January 22, 2024
File No. 024-12392
Dear Nils Ollquist:
             We have reviewed your offering statement and have the following comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in
response to this letter, we may have additional comments.
Offering Statement on Form 1-A
Cover page
1.We note that you are offering up to 25,000,000 shares on a "best-efforts" basis at an
estimated price range per share of $0.02 to $0.06 per share. Please confirm that you will
comply with Rule 253(g)(1) of Regulation A to timely file an offering circular supplement
that discloses the fixed price to be used for the duration of the offering.
Summary Information
The Company, page 3
2.We note your disclosure here, indicating the "Company has registered office in Reno and
with offices in Hong Kong, Manado, Indonesia and Melbourne, Australia. The executive
offices are located at 12121 Wilshire Blvd, Los Angles, CA 90025, and our telephone
number is (410) 825-3930." However, you subsequently disclose on page 18 that
the "Company has its registered office in Reno NV and has offices in Alberta Canada,
Manado Indonesia and Melbourne Australia. The US office of the Company is located at 1

 FirstName LastNameNils Ollquist
 Comapany NameBrookmount Explorations, Inc.
 February 16, 2024 Page 2
 FirstName LastNameNils Ollquist
Brookmount Explorations, Inc.
February 16, 2024
Page 2
East Liberty, Reno NV 89501 and our telephone number is (775) 2345221."
Please reconcile or advise the difference between the executives offices and the company's
registered office and explain the different address and contact information.
Dilution, page 15
3.Please tell us how you derived $6,961,000 for net tangible book value and $0.55 per share
as of August 31, 2023.  In addition, revise to disclose clearly on what date your dilution
disclosures are based.  In this regard, we note your net tangible book value and per share
amounts were as of August 31, 2023, but you also disclose the calculations were based on
75,453,370 common shares issued and outstanding as of December 28, 2023.
4.Please revise your dilution disclosure to illustrate the per share dilution to new investors
assuming the sale of 100%, 75%, 50% and 25% of the shares offered for sale in this
offering.
Legal Proceedings, page 21
5.You disclose in part that you "are not aware of any pending legal proceedings, to which
we are a party or of which any of our property is the subject." Please revise to disclose any
legal proceedings material to your business or financial condition. For example, to the
extent material please provide details regarding the SRAX, Inc. litigation for which a
Notice of Removal from the Superior Court of the State of California for the County of
Ventura to the United States District Court for the Central District of California was filed
on December 7, 2023. Refer to Item 7(a)(1)(vi) of Form 1-A.

Part II and III
Description of Property, page 22
6.We note that you have identified two or more properties though have not provided all the
summary and individual property disclosures prescribed by Items 1303 and 1304 of
Regulation S-K.

For example, the summary disclosure should include a map of all properties to comply
with Item 1303(b)(1) and production numbers and other information to comply with Item
1303(b)(2); while the individual property disclosure should include comparable details for
each material property along with the location of the property, that is accurate to within
one mile, using an easily recognizable coordinate system, along with the other
disclosure required under Item 1304(b).

The summary disclosures should encompass all of your properties, including both material
and non-material properties, and should appear in advance of and incremental to the
individual property disclosures.  The information required for the individual property
disclosure are more extensive and detailed in comparison.

 FirstName LastNameNils Ollquist
 Comapany NameBrookmount Explorations, Inc.
 February 16, 2024 Page 3
 FirstName LastName
Nils Ollquist
Brookmount Explorations, Inc.
February 16, 2024
Page 3
Please revise your filing to include and differentiate between the summary and individual
property disclosures to comply with the aforementioned guidance.
7.We note that you do not appear to have mineral reserves as defined under Item 1301 of
Regulation S-K.  Properties with no mineral reserves should be described as exploration
stage properties and issuers with no mineral reserves should be described as exploration
stage issuers, consistent with the definitions under Item 1301 of Regulation S-K.  Please
revise your filing to describe your properties as exploration stage properties and your
company as an exploration stage issuer.
8.We note that you disclose a gold reserve estimate on page 22 of your filing.  Please revise
to remove estimates that have not been prepared by a qualified person and are not based
on a preliminary feasibility study or feasibility study. See Item 1302(a) of Regulation S-K
and Item 1302(e) of Regulation S-K, respectively.
9.Please revise to include the internal controls disclosure as required by Item 1305 of
Regulation S-K.
Directors, Executive Officers and Significant Employees, page 27
10.Please revise your tabular disclosure to provide the term of office, and approximate hours
per week of executive officers if less than full time. See Item 10 of Form 1-A.
Compensation of Directors and Executive Officers, page 29
11.Please explain your CEO and director Nils A. Ollquist's total compensation of "100,000x"
as disclosed in your table. Please also revise your total compensation column to total all
cash and non-cash compensation paid to your directors and executive officers during the
last fiscal year ended November 30, 2023. Please also populate or revise to explain the
"xxxx" placeholders in your table, and placeholders in your narrative disclosure marked
"Pending." Refer generally to Item 11 of Form 1-A.
Unaudited Consolidated Balance Sheet, page F-1
12.For periods presented, please provide footnote disclosures under applicable US GAAP for
inventory, property, plant and equipment, land usage rights, receivable due from non
affiliate, convertible notes and income taxes.
1. Summary of Significant Accounting Policies, page F-5
13.For your interim financial statements, please provide a statement that in the opinion of
management all adjustments necessary in order to make the interim financial statements
not misleading have been included.  Refer to Part F/S (b)(5)(iii) of Form 1-A.

 FirstName LastNameNils Ollquist
 Comapany NameBrookmount Explorations, Inc.
 February 16, 2024 Page 4
 FirstName LastName
Nils Ollquist
Brookmount Explorations, Inc.
February 16, 2024
Page 4
14.We note your revenue recognition policy is boilerplate.  Please revise your revenue
recognition policy on pages F-9 and F-19 to describe your revenue generating activities
and disclose how you recognize revenues under ASC 606 from your revenue generating
activities.
15.We note your consolidated financial statements are presented in United States dollar.
Please disclose what your functional currency is and tell us where you present foreign
currency translation gain or loss and foreign currency transaction gain or loss in your
financial statements. See ASC 830.
3. Events After the Reporting Period, page F-9
16.We note from your unaudited consolidated statement of changes in stockholders’ equity
on page F-3 that you had  60,703,370 shares of common stock as of August 31, 2023.  We
also note from page 15 that you have 75,453,370 shares of common stock issued and
outstanding as of December 28, 2023.  Please disclose when and how these additional
shares were issued subsequent to August 31 , 2023.
Exhibits
17.Please file the Exchange Agreement between the Company and the SL Stockholders as an
exhibit to your offering statement or tell us why you do not believe you are required to do
so. Refer to Item 17(7) of Form 1-A.
General
18.Please provide us with an analysis that supports your belief that your principal place of
business is in the United States or Canada, such that the company is eligible to conduct a
Regulation A offering. In this regard, while you have a registered office in Nevada, you
disclose that you are an operator of producing gold properties in the Republic of
Indonesia, and it appears that your management team is predominantly based outside of
the United States or Canada. To clarify whether your principal place of business is in the
United States or Canada, please tell us whether your officers primarily direct, control, and
coordinate your activities from the Unites States or Canada. For guidance, see Rule
251(b)(1) of Regulation A and, for additional guidance, consider Question 182.03 of our
Securities Act Rules Compliance and Disclosure Interpretations.
19.Please quantify the number of shares of common stock issued upon partial conversion of
the notes that you reference in Section 6 of Part I of Form 1-A. In this regard we note
that you had 60,703,370 shares of common stock issued and outstanding as of August 31,
2023 and that you have 75,453,370 shares of common stock issued and outstanding as of
December 28, 2023. Please also include a discussion of the convertible note and common
stock issuances in your Management’s Discussion and Analysis of Financial Condition
and Results of Operations.

 FirstName LastNameNils Ollquist
 Comapany NameBrookmount Explorations, Inc.
 February 16, 2024 Page 5
 FirstName LastName
Nils Ollquist
Brookmount Explorations, Inc.
February 16, 2024
Page 5
20.Please have your offering statement signed by the issuer, the principal executive officer,
principal financial officer, principal accounting officer, and a majority of the members of
your board of directors. Please see instructions to signatures for Form 1-A.
            We will consider qualifying your offering statement at your request. In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering. If a participant in your offering is required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Steve Lo at 202-551-3394 or Kimberly Calder at 202-551-3701 if you
have questions regarding comments on the financial statements and related matters. For
questions regarding the engineering comments, please contact John Coleman at 202-551-3610.
Please contact Liz Packebusch at 202-551-8749 or Kevin Dougherty at 202-551-3271 with any
other questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Joe Laxague

CORRESP
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Brookmount Explorations, Inc.

1 East Liberty

Suite 600

Reno, NV 89501

Wednesday, January 05, 2022

Ms. Liz Packebusch

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

Re: BROOKMOUNT EXPLORATIONS INC

Amendment No. 6 to Offering Statement on Form
1-A

Filed January 4, 2022

File No. 024-11533

Ms. Packebusch:

Request is hereby made by Brookmount Explorations, Inc (the "Company")
for the date of qualification of the Company's Offering Statement on Form 1-A, filed January 4, 2022 (File No. 024-11533) under the Securities
Act of 1933 as of January 6, 2022, or as soon as practicable thereafter.

The Company acknowledges that:

1.        Should
the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing.

2.       The
action of the Commission or the staff, acting pursuant to the delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

3.       The
Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

The registrant confirms that it is authorized
to offer and sell its securities qualified under the Offering Statement pursuant to qualification, registration or exemption therefrom
in at least one state (Florida).

Brookmount Explorations, Inc.

/s/ Nils Ollquist

Nils Ollquist, CEO

CORRESP
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Brookmount Explorations, Inc.

1 East Liberty

Suite 600

Reno, NV 89501

Wednesday, January 05, 2022

Ms. Liz Packebusch

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

Re: BROOKMOUNT EXPLORATIONS INC

Amendment No. 6 to Offering Statement on Form
1-A

Filed January 4, 2022

File No. 024-11533

Ms. Packebusch:

 Request is hereby made by Brookmount Explorations, Inc (the "Company")
for the date of qualification of the Company's Offering Statement on Form 1-A, filed January 4, 2022 (File No. 024-11533) under the Securities
Act of 1933 as of 4:00 EST on January 7, 2022, or as soon as practicable thereafter.

The Company acknowledges that:

1.        Should
the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing.

2.       The
action of the Commission or the staff, acting pursuant to the delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

3.       The
Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

The registrant confirms that it is authorized
to offer and sell its securities qualified under the Offering Statement pursuant to qualification, registration or exemption therefrom
in at least one state (Florida).

Brookmount Explorations, Inc.

/s/ Nils Ollquist

Nils Ollquist, CEO

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United States securities and exchange commission logo
December 28, 2021
Nils A. Ollquist
Chief Executive Officer and Director
BROOKMOUNT EXPLORATIONS INC
1 East Liberty, Suite 500
Reno, NV 89501
Re:BROOKMOUNT EXPLORATIONS INC
Amendment No. 5 to Offering Statement on Form 1-A
Filed December 20, 2021
File No. 024-11533
Dear Mr. Ollquist:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A filed December 20, 2021
General
1.Please have your offering statement signed by the issuer, the principal executive officer,
principal financial officer, principal accounting officer, and a majority of the members of
your board of directors. Please see instructions to signatures for Form 1-A.

 FirstName LastNameNils A. Ollquist
 Comapany NameBROOKMOUNT EXPLORATIONS INC
 December 28, 2021 Page 2
 FirstName LastName
Nils A. Ollquist
BROOKMOUNT EXPLORATIONS INC
December 28, 2021
Page 2
            For questions regarding engineering comments, you may contact Ken Schuler, Mining
Engineer, at (202) 551-3718. Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749
or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brett Verona

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United States securities and exchange commission logo
December 3, 2021
Nils A. Ollquist
Chief Executive Officer and Director
BROOKMOUNT EXPLORATIONS INC
1 East Liberty, Suite 500
Reno, NV 89501
Re:BROOKMOUNT EXPLORATIONS INC
Amendment No. 3 to Offering Statement on Form 1-A
Filed November 30, 2021
File No. 024-11533
Dear Mr. Ollquist:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 12, 2021 letter.
Form 1-A Amendment 3 to Offering Statement on Form 1-A
Yukon Territory Facility, page 30
1.We note your response to comment 2, but are unable to discern any change in your filing.
Please remove all resource disclosure including all associated tonnages, grades, and
contained metals from your filing.

 FirstName LastNameNils A. Ollquist
 Comapany NameBROOKMOUNT EXPLORATIONS INC
 December 3, 2021 Page 2
 FirstName LastName
Nils A. Ollquist
BROOKMOUNT EXPLORATIONS INC
December 3, 2021
Page 2
            For questions regarding engineering comments, you may contact Ken Schuler, Mining
Engineer, at (202) 551-3718. Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749
or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brett Verona

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United States securities and exchange commission logo
November 12, 2021
Nils A. Ollquist
Chief Executive Officer and Director
BROOKMOUNT EXPLORATIONS INC
1 East Liberty, Suite 500
Reno, NV 89501
Re:BROOKMOUNT EXPLORATIONS INC
Amendment No. 2 to Offering Statement on Form 1-A
Filed October 29, 2021
File No. 024-11533
Dear Mr. Ollquist:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 20, 2021 letter.
Amendment No, 2 to Offering Statement on Form 1-A
Talawaan Facility, page 26
1.We note your response to comment 3, but cannot reconcile your property descriptions and
the coordinates provided for the Talawaan and Alason properties with your aerial photos
and maps.  Please ensure the coordinates presented, correspond to your disclosure
locations and also the photo/map locations in your filing.  See Industry Guide 7 (B)(1).

 FirstName LastNameNils A. Ollquist
 Comapany NameBROOKMOUNT EXPLORATIONS INC
 November 12, 2021 Page 2
 FirstName LastName
Nils A. Ollquist
BROOKMOUNT EXPLORATIONS INC
November 12, 2021
Page 2
Yukon Territory Facility, page 28
2.We note your response to comment 1 indicating that all resource disclosure has been
removed from your filing.  However the section describing the Yukon Territory Facility
on page 30 states the property has a confirmed resource to date, under N43-101,
amounting to 39,000 oz.au.  Please remove all resource disclosure from your filing.
Security Ownership of Certain Beneficial Owners and Management, page 39
3.Please update the disclosure in this section to reflect beneficial ownership information as
of a most recent practicable date.  We note that you have provided information as of April
8, 2021.  Refer to Item 12 of Form 1-A.
General
4.We note your response to comment 6 and the filed Securities Exchange Agreement
with 2206555 Alberta Inc.  Revise your offering statement to disclose whether this
transaction has closed and any related contingencies.  If this transaction has closed, please
also revise your beneficial ownership tabular information as appropriate to reflect the 25%
ownership held by Gennex Gold.
            For questions regarding engineering comments, you may contact Ken Schuler, Mining
Engineer, at (202) 551-3718. Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749
or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brett Verona

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United States securities and exchange commission logo
September 20, 2021
Nils A. Ollquist
Chief Executive Officer and Director
BROOKMOUNT EXPLORATIONS INC
1 East Liberty, Suite 500
Reno, NV 89501
Re:BROOKMOUNT EXPLORATIONS INC
Amendment No. 1 to Offering Statement on Form 1-A
Filed September 7, 2021
File No. 024-11533
Dear Mr. Ollquist:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 14, 2021 letter.
Amendment No. 1 to Offering Statement on Form 1-A filed September 7, 2021
Business, page 22
1.We note your disclosure of inferred resources in this section and elsewhere in your filing.
Disclosure using non-compliant mineral definitions under Industry Guide 7, such as
resource estimates, is prohibited.  Please remove all resource disclosure from your filing.
See Instructions to Paragraph (b)(5) of Industry Guide 7.

 FirstName LastNameNils A. Ollquist
 Comapany NameBROOKMOUNT EXPLORATIONS INC
 September 20, 2021 Page 2
 FirstName LastName
Nils A. Ollquist
BROOKMOUNT EXPLORATIONS INC
September 20, 2021
Page 2
Exploration and Development Stage, page 22
2.We note your response to comment 1, indicating you have revised your disclosure to
clarify your properties without reserves are exploration stage properties.  However your
statements on page 2, 22, 33, and F-7 & 17 “Brookmount Explorations, Inc. is an operator
of producing gold properties in the Republic of Indonesia.” and on page 22 “The Yukon
Territory Facility is in development stage” contradict your response.  Since you do not
disclose any reserves as defined by Guide 7, please remove the terms develop,
development or production throughout your document, and replace this terminology, as
needed, with terms such as explore or exploration.  See Industry Guide 7 (A)(4).
3.We note your response to comment 2, but cannot reconcile your property description
found on page 26 to your map/photo for your Talawaan property on page 27.  We are also
unable to locate your Alason property based on your description.  Please revise or clarify
the locations of your properties (e.g., by using a commonly recognizable coordinate
system such as latitude/longitude).  Ensure that your revised disclosure demonstrates the
proximity of your properties as described in your disclosure to their locations based on the
map / photo presented in your filing. See Industry Guide 7 (B)(1).
Consolidated Financial Statements for the Quarters Ended May 31, 2021 and 2020, page F-1
4.Please revise to provide financial statements that cover at least the first six months of your
fiscal year and the corresponding period of the preceding fiscal year.  The interim
financial statements currently presented appear to be for the three month periods ending
May 31, 2021 and 2020.  See Part F/S(b)(5) of Form 1-A.
General
5.We note your response to our prior comment 5. Please provide an additional analysis
explaining your conclusion that your principal place of business is in Canada. For
example, it does not appear that your officers primarily direct, control and coordinate your
activities from Canada. In that regard, your response and disclosures suggest that only
your Operations Director for North America is based in Canada, and that the management
team with the authority to make material decisions for the Company is predominantly
based in Asia. Please advise. Refer to Securities Act Rule 251(b)(1) and, for additional
guidance, please see Securities Act Rules Compliance and Disclosure Interpretation
182.03.
6.We note the new disclosure that on June 4, 2021, the Company entered into a Securities
Exchange Agreement with the shareholders of 2206555 Alberta Inc., an Alberta company
acting as Gennex Gold.  Please clarify whether there are contingencies to the completion
of this transaction and file the Securities Exchange Agreement as an exhibit with your
offering statement.

 FirstName LastNameNils A. Ollquist
 Comapany NameBROOKMOUNT EXPLORATIONS INC
 September 20, 2021 Page 3
 FirstName LastName
Nils A. Ollquist
BROOKMOUNT EXPLORATIONS INC
September 20, 2021
Page 3
            You may contact Ethan Horowitz, Accounting Branch Chief, at (202) 551-3311 if you
have questions regarding comments on the financial statements and related matters.  For
questions regarding engineering comments, you may contact Ken Schuler, Mining Engineer, at
(202) 551-3718. Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Loan
Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brett Verona

CORRESP
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United States securities and exchange commission logo
June 14, 2021
Nils A. Ollquist
Chief Executive Officer and Director
BROOKMOUNT EXPLORATIONS INC
1 East Liberty, Suite 500
Reno, NV 89501
Re:BROOKMOUNT EXPLORATIONS INC
Offering Statement on Form 1-A
Filed May 24, 2021
File No. 024-11533
Dear Mr. Ollquist:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A
Description of Business, page 23
1.Your filing appears to suggest that you are either preparing for mineral production or are
currently in mineral production.  Without a reserve, as defined by the SEC's Industry
Guide 7(a) (1), you must be in the exploration state, as defined by Guide 7(a) (4) (i).  As
such, the SEC’s Industry Guide 7 specifically requires that your filing describe your
business activities as exploration state activities until you have reserves as defined in
Guide 7. Please revise your disclosure to ensure that investors understand the actual stage
of your mineral-related activity.  If true, clearly state that you are currently engaged in
mineral exploration activities and that you are in the exploration state.  Industry Guide 7
is available on our website at the following address:
www.sec.gov/about/forms/industryguides.pdf.

 FirstName LastNameNils A. Ollquist
 Comapany NameBROOKMOUNT EXPLORATIONS INC
 June 14, 2021 Page 2
 FirstName LastName
Nils A. Ollquist
BROOKMOUNT EXPLORATIONS INC
June 14, 2021
Page 2
Description of Property
Talawaan Facility, page 26
2.Please disclose the information required under paragraph (b) of Industry Guide 7 for all of
your material properties listed under this heading, including the following:

•The location and means of access to your property, including the modes of
transportation utilized to and from the property.

•Any conditions that must be met in order to obtain or retain title to the property,
whether you have surface and/or mineral rights.

•A brief description of the rock formations and mineralization of existing or potential
economic significance on the property.

•A description of any work completed on the property and its present condition.

•The details as to modernization and physical condition of the plant and equipment,
including subsurface improvements and equipment.

•A description of equipment, infrastructure, and other facilities.

•The current state of exploration of the property.

•The total costs incurred to date and all planned future costs.

•The source of power and water that can be utilized at the property.

•If applicable, provide a clear statement that the property is without known reserves
and the proposed program is exploratory in nature.

You may refer to Industry Guide 7, paragraphs (b) (1) through (5), for specific guidance
pertaining to the foregoing. For any properties identified that are not material, please
include a statement to that effect.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 29
3.Please disclose your annual production to comply with Instruction 3 to Item 102 of
Regulation S-K.  Your disclosure should include the ore processed, ore content,
metallurgical recovery, and gold produced/sales.
Exhibits
4.We note that the legal opinion is limited to Florida law. Please have counsel revise the
legal opinion to opine as to the laws of Nevada, your state of incorporation. The opinion

 FirstName LastNameNils A. Ollquist
 Comapany NameBROOKMOUNT EXPLORATIONS INC
 June 14, 2021 Page 3
 FirstName LastName
Nils A. Ollquist
BROOKMOUNT EXPLORATIONS INC
June 14, 2021
Page 3
should also opine as to the currently issued shares that are being registered for resale.
General
5.Please provide us with an analysis that supports your belief that your principal place of
business is in the United States or Canada, such that the company is eligible to conduct a
Regulation A offering. In this regard, while your principal executive office is located in
Reno, Nevada, we note your disclosures that you are an operator of producing gold
properties in the Republic of Indonesia; and that your management team is predominantly
based in Asia. To clarify whether your principal place of business is in the United States
or Canada, please tell us whether your officers primarily direct, control, and coordinate
your activities from the Unites States or Canada.  For guidance, see Rule 251(b)(1) of
Regulation A and, for additional guidance, consider Question 182.03 of our Securities Act
Rules Compliance and Disclosure Interpretations.
            We will consider qualifying your offering statement at your request.  In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering.  If a participant in your offering is required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            For questions regarding engineering comments, you may contact Ken Schuler, Mining
Engineer, at (202) 551-3718.  Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749
or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brett Verona

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        September 11, 2009

Mr. Peter Flueck
Principal Executive Officer Brookmount Explorations, Inc. 1465 Slater Road Ferndale, Washington 98148
 Re: Brookmount Explorations, Inc.
  Form 10-K for the Fiscal Year Ended November 30, 2008
Filed  March 2, 2009
  File No. 0-32181

 Dear Mr. Flueck:   We have completed our review of your Form 10-K and related filings and have no further comments at this time.           S i n c e r e l y ,                                     Karl Hiller           B r a n c h  C h i e f

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

DIVISION OF
CORPORATION FINANCE
        August 25, 2009
 Mr. Peter Flueck Principal Executive Officer Brookmount Explorations, Inc. 1465 Slater Road Ferndale, Washington 98148

Re: Brookmount Explorations, Inc.
  Form 10-K for the Fiscal Year Ended November 30, 2008
Filed  March 2, 2009
  Response Letter Dated August 19, 2009
  File No. 0-32181

 Dear Mr. Flueck:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-Q/A1 for the Fiscal Quarter Ended February 28, 2009

Controls and Procedures

1. We note you have amended your filing to include a report of management on your internal control over financial reporting according to Item 308T of Regulation S-K.  However, you must provide the disclosures required by Item 307 and Item 308T(b) of Regulation S-K when filing interim reports.  Please revise your interim reports for the fiscal quarters ended February 28, 2009 and May 31, 2009 to include the disclosures required by Item 307 of Regulation S-K.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to

Mr. Peter Flueck
Brookmount Explorations, Inc. August 25, 2009 Page 2

our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Tracie Towner at (202) 551-3744, or Jenifer Gallagher at
(202) 551-3706, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3686 with any other questions.          S i n c e r e l y ,             Karl Hiller         B r a n c h  C h i e f

CORRESP
1
filename1.htm

Brookmount Explorations, Inc.

BROOKMOUNT EXPLORATIONS, INC.

1465 Slater Road

Ferndale, Washington

98148

(Tel:  206.497.2138)

August 19, 2009

Division of Corporation Finance

Securities and Exchange Commission

100 F. Northeast Street

Washington, D.C.  20549

Attention:  Tracie Towner

Re:

Brookmount Explorations Inc.

Form 10-K for the Fiscal Year Ended November 30, 2008

Filed March 2, 2009

File No. 0-32181

We are writing in response to your letter dated June 5, 2009 with respect to the above referenced matter.

Form 10-K for the Fiscal Year Ended November 30, 2008

Audit Reports, page 16

1.

We note that your prior auditor, Dale Matheson Carr-Hilton LaBonte LLP has placed reliance on the work of other auditors in rendering their audit opinion on the inception-to-date information, covering the period from December 9, 1999 (inception) through November 30, 2004. Given this reliance, you will need to include the reports of the prior auditors upon whom reliance is being placed, provided that you are able to obtain their permission. If this is not feasible, your present and prior auditors should remove the reference to the other auditors in their opinions.

Under these circumstances, you will need to obtain a new audit of the inception-to-date information or revise your financial statements to identify the cumulative activity as “un-audited.”

As requested, our present and prior auditors have removed reference to the other auditors in their opinions and the financial statement shave been amended to identify the cumulative activity as “unaudited”.  We confirm that the Form 10-K/A, Amendment No. 1 for the year ended November 30, 2008 was filed with the SEC via EDGAR on August 5, 2009.

2

Form 10-Q for the Fiscal Quarter Ended February 28, 2009

Controls and Procedures, page 6

2.

We note your disclosure stating, “Based on his evaluation of our controls, our chief executive officer and principal accounting officer has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared.” Your statement about disclosure controls and procedures appears to include a limitation because you describe how they are effective without regard to the definition in Rule 13a-15(e) of the Exchange Act. Please revise your disclosure to clarify, if true that your disclosure controls and procedures are effective in ensuring that information required to be disclosed by you in the reports that you file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Alternatively, you may simply state your conclusion as effective or not effective without qualification .

We have amended and expanded on our disclosure to discuss the weaknesses to our controls and procedures and to state that they were not effective.  We further addressed how we are proposing to address such weaknesses.  We confirm that the Form 10-Q/A, Amendment No. 1 for the period ended February 28, 2009 was filed with the SEC via EDGAR on July 1, 2009.

We confirm that we are responsible for the adequacy and accuracy of the disclosure in the above-referenced filing.  The SEC Staff Comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If the staff has any further comments or question, please feel free to contact the undersigned at our offices.

Yours truly,

BROOKMOUNT EXPLORATIONS INC.

/s/ Peter Flueck

Peter Flueck,

Chief Executive Officer

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

DIVISION OF
CORPORATION FINANCE
        June 5, 2009
 Mr. Peter Flueck Principal Executive Officer Brookmount Explorations, Inc. 1465 Slater Road Ferndale, Washington 98148
 Re: Brookmount Explorations, Inc.
  Form 10-K for the Fiscal Year Ended November 30, 2008
Filed  March 2, 2009
  File No. 0-32181

 Dear Mr. Flueck:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended November 30, 2008

Audit Reports, page 16

1. We note that your prior auditor, Dale Matheson Carr-Hilton LaBonte LLP has placed reliance on the work of other auditors in rendering their audit opinion on the inception-to-date information, covering the period from December 9, 1999 (inception) through November 30, 2004.  Given this reliance, you will need to include the reports of the prior auditors upon whom reliance is being placed, provided that you are able to obtain their permission.  If this is not feasible, your present and prior auditors should remove the reference to the other auditors in their opinions.

Mr. Peter Flueck
Brookmount Explorations, Inc.
June 5, 2009 Page 2

Under these circumstances, you will need to obtain a new audit of the inception-to-date information or revise your financial statements to identify the cumulative activity as “un-audited.”
 Form 10-Q for the Fiscal Quarter Ended February 28, 2009

 Controls and Procedures, page 6

 2. We note your disclosure stating, “Based on his evaluation of our controls, our chief executive officer and principal accounting officer has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared.”  Your statement about disclosure controls and procedures appears to include a limitation because you describe how they are effective without regard to the definition in Rule 13a-15(e) of the Exchange Act. Please revise your disclosure to clarify, if true that your disclosure controls and procedures are effective in ensuring that information required to be disclosed by you in the reports that you file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.  Alternatively, you may simply state your conclusion as effective or not effective without qualification .
 Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Peter Flueck
Brookmount Explorations, Inc. June 5, 2009 Page 3

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Tracie Towner at (202) 551-3744 or Jenifer Gallagher at
(202) 551-3706  if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3686 with any other questions.          S i n c e r e l y ,             Karl Hiller         B r a n c h  C h i e f