-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UIduygFhU2czb1ZcmbpkSEQK7QFenLxAgQHOfmA0sCurpRkKAmRQH0zPnbncwpaj 6G5vhHqrz3Qm0lMKFnB0Yw== 0001062993-08-001884.txt : 20080422 0001062993-08-001884.hdr.sgml : 20080422 20080422133208 ACCESSION NUMBER: 0001062993-08-001884 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20080229 FILED AS OF DATE: 20080422 DATE AS OF CHANGE: 20080422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Grandview Gold, Inc. CENTRAL INDEX KEY: 0001313974 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51303 FILM NUMBER: 08768874 BUSINESS ADDRESS: STREET 1: 330 BAY STREET STREET 2: SUITE 820 CITY: TORONTO STATE: A6 ZIP: M5H 2S8 BUSINESS PHONE: 416-486-3444 MAIL ADDRESS: STREET 1: 330 BAY STREET STREET 2: SUITE 820 CITY: TORONTO STATE: A6 ZIP: M5H 2S8 6-K 1 form6k.htm REPORT OF FOREIGN PRIVATE ISSUER Filed by Automated Filing Services Inc. (604) 609-0244 - Grandview Gold Inc. - Form 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2008

Commission File Number: 000-51303

GRANDVIEW GOLD INC.
(Translation of registrant's name into English)

Suite 820, 330 Bay Street, Toronto, ON, M5H 2S8 CANADA
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [           ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [           ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [           ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [           ]    No [ x ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________


SUBMITTED HEREWITH

Exhibits

  99.1 Interim Financial Statements for the Period Ended February 29, 2008
     
  99.2 Management's Discussion and Analysis for the Period Ended February 29, 2008
     
  99.3 Form 52-109F2 - Certification of Interim Filings - CEO
     
  99.4 Form 52-109F2 - Certification of Interim Filings - CFO

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Grandview Gold Inc.
  (Registrant)
     
Date: April 21, 2008 By: /s/ Paul Sarjeant
    PAUL SARJEANT
     
  Title: President and Chief Executive Officer

 


EX-99.1 2 exhibit99-1.htm INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED FEBRUARY 29, 2008 Filed by Automated Filing Services Inc. (604) 609-0244 - Grandview Gold Inc. - Exhibit 99.1

 
Grandview Gold Inc.
 
(An Exploration Stage Company)
 
Interim Financial Statements
 
(Unaudited)
 
For the Three and Nine Months Ended February 29, 2008
 
(Expressed in Canadian Dollars)
 
 


Management’s Responsibility for Financial Reporting

The accompanying unaudited interim financial statements of Grandview Gold Inc. were prepared by management in accordance with Canadian generally accepted accounting principles. The most significant of these accounting principles have been set out in the May 31, 2007 audited financial statements. Only changes in accounting policies have been disclosed in these unaudited interim financial statements. Management acknowledges responsibility for the preparation and presentation of the period end unaudited interim financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances.

Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.

The Board of Directors is responsible for ensuring that management fulfills its financial reporting responsibilities and for reviewing and approving the period end unaudited interim financial statements together with other financial information. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the internal controls over the financial reporting process and the period end unaudited interim financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the period end unaudited interim financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

Notice to Reader

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements; they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these unaudited interim financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.


Grandview Gold Inc.
(An Exploration Stage Company)
Interim Balance Sheets
(Expressed in Canadian Dollars)

    February 29,     May 31,  
(Unaudited)   2008     2007  
             
Assets            
             
Current assets            
             Cash and cash equivalents $  924,008   $  1,299,277  
             Short term investments   1,003,035     -  
             GST and sundry receivable   23,905     221,931  
             Prepaid expenses   135,820     158,692  
             Exploration advances, net   -     312,491  
             
    2,086,768     1,992,391  
             
Reclamation bond   12,923     -  
             
Due from a related party (Note 9(vi))   90,000     90,000  
             
Mining interests   10,193,807     7,134,618  
             
  $  12,383,498   $  9,217,009  
             
Liabilities            
             
Current liabilities            
             Accounts payable and accrued liabilities $  95,950   $  416,774  
             
Shareholders' equity            
             
Share capital (Note 4(b))   14,190,034     11,019,703  
Warrants (Note 5)   3,790,022     2,611,614  
Contributed surplus   4,630,344     3,356,344  
Accumulated deficit   (10,322,852 )   (8,187,426 )
             
    12,287,548     8,800,235  
             
  $  12,383,498   $  9,217,009  

Nature of operations and going concern assumption (Note 1)

Commitments (Note 2)

The notes to unaudited interim financial statements are an integral part of these statements.

- 2 -




Grandview Gold Inc.
(An Exploration Stage Company)
Interim Statements of Loss and Comprehensive Loss
(Expressed in Canadian Dollars)

                            Cumulative  
                            from date of  
                            inception  
                            of the  
    Three Months Ended     Nine Months Ended     exploration  
    February 29,     February 28,     February 29,     February 28,     stage (March    
(Unaudited)   2008     2007     2008     2007     26, 2004)  
                               
Expenses                              
Directors and management                              
        stock-option compensation (Note 6)  $ -   $  131,500   $  1,003,275   $  1,302,187   $  3,711,275  
Investor relations, business development                              
       and reporting issuer                              
       maintenance costs (Note 6)   102,002     163,284     772,967     358,730     1,798,350  
Management services   (15,197 )   77,709     129,839     246,364     979,289  
Professional fees   61,083     89,278     223,890     285,149     957,829  
Office and administration   71,915     54,015     197,038     110,433     648,094  
Flow-through interest expense   44,688     141,366     44,688     141,366     186,054  
Write-down of marketable securities   -     9,766     -     9,766     25,000  
Bad debt   -     -     -     -     1,235  
                               
    264,491     666,918     2,371,697     2,453,995     8,307,126  
                               
(Loss) before the under noted   (264,491 )   (666,918 )   (2,371,697 )   (2,453,995 )   (8,307,126 )
Interest income   14,920     -     50,815     21,584     72,497  
Forgiveness of debt   -     -     -     -     35,667  
Site restoration costs   -     -     (30,000 )   -     (30,000 )
Failed merger costs   -     -     -     -     (170,000 )
                               
(Loss) before income taxes   (249,571 )   (666,918 )   (2,350,882 )   (2,432,411 )   (8,398,962 )
Future income tax (recovery)   (215,456 )   -     (215,456 )   -     (1,510,358 )
                               
Net (loss) and comprehensive (loss)                              
       for the period $ (34,115 ) $  (666,918 ) $  (2,135,426 ) $  (2,432,411 ) $  (6,888,604 )
                               
Basic (loss) per share (Note 7) $ 0.00   $  0.03   $  0.06   $  0.12        
                               
Diluted (loss) per share (Note 7) $ 0.00   $  0.03   $  0.06   $  0.12        

The notes to unaudited interim financial statements are an integral part of these statements.

- 3 -



Grandview Gold Inc.
(An Exploration Stage Company)
Interim Statements of Changes in Shareholders' Equity
(Expressed in Canadian Dollars)

                            Cumulative  
                            from date of  
                            inception  
                            of the  
    Three Months Ended     Nine Months Ended     exploration  
    February 29,     February 28,     February 29,     February 28,      stage (March    
(Unaudited)   2008     2007     2008     2007     26, 2004)  
                               
Share capital                              
Balance at beginning of period $  13,355,535   $  9,543,301   $  11,019,703   $  9,543,301   $  3,378,444  
Private placements   1,464,550     1,559,999     4,950,150     1,559,999     17,569,000  
Warrants valuation   (251,904 )   (342,704 )   (966,452 )   (342,704 )   (3,353,487 )
Exercise of warrants   -     -     66,544     -     66,544  
Exercise of warrants - valuation   -     -     36,673     -     36,673  
Share issued for finders' fee   -     -     -     -     200,000  
Debt conversion   -     -     -     -     100,000  
Mineral properties acquisition   -     56,500     35,000     56,500     342,275  
Cost of issue - cash laid out   (101,654 )   (124,800 )   (487,499 )   (124,800 )   (1,727,255 )
Cost of issue - broker warrants                              
     valuation   (61,037 )   -     (248,629 )   -     (746,002 )
Cost of issue - finder options valuation   -     (90,205 )   -     (90,205 )   (165,800 )
Flow-through cost of issue   (215,456 )   -     (215,456 )   -     (1,510,358 )
                               
Balance at end of period $  14,190,034   $  10,602,091   $  14,190,034   $  10,602,091   $  14,190,034  
                               
Shares to be issued                              
Balance at beginning of period $  -   $  34,500   $  -   $  -   $  -  
Activity during the period   -     (34,500 )   -     -     -  
                               
Balance at end of period $  -   $  -   $  -   $  -   $  -  
                               
Warrants                              
Balance at beginning of period $  3,477,081   $  1,637,039   $  2,611,614   $  2,086,995   $  -  
Fair value of warrants issued from                              
     private placements   312,941     342,704     1,215,081     342,704     4,265,289  
Fair value of warrants issued for mineral                              
       properties   -     277,627     -     277,627     184,750  
Fair value of warrants exercised   -     -     (36,673 )   -     (36,673 )
Fair value of warrants expired   -     -     -     (449,956 )   (623,344 )
                               
Balance at end of period $  3,790,022   $  2,257,370   $  3,790,022   $  2,257,370   $  3,790,022  
                               
Warrants to be issued                              
Balance at beginning of period $  -   $  165,250   $  -   $  -   $  -  
Activity during the period   -     (165,250 )   -     -     -  
                               
Balance at end of period $  -   $  -   $  -   $  -   $  -  

The notes to unaudited interim financial statements are an integral part of these statements.

- 4 -



Grandview Gold Inc.
(An Exploration Stage Company)
Interim Statements of Changes in Shareholders' Equity
(Expressed in Canadian Dollars)

                            Cumulative  
                            from date of  
                            inception  
                            of the  
    Three Months Ended     Nine Months Ended     exploration  
    February 29,     February 28,     February 29,     February 28,     stage (March  
(Unaudited)   2008     2007     2008     2007     26, 2004)  
                               
Contributed surplus                              
Balance at beginning of period $  4,630,344   $  3,168,344   $  3,356,344   $  1,547,701   $  25,000  
Stock-option compensation   -     131,500     1,003,275     1,302,187     3,711,275  
Stock-option compensation capitalized                              
    to mineral properties   -     -     270,725     -     270,725  
Finder's options   -     90,205     -     90,205     -  
Fair value of expired warrants   -     -     -     449,956     623,344  
                               
Balance at end of period $  4,630,344   $  3,390,049   $  4,630,344   $  3,390,049   $  4,630,344  
                               
Accumulated deficit                              
Balance at beginning of period $  (10,288,737 ) $  (7,713,749 ) $  (8,187,426 ) $  (5,948,256 ) $  (3,434,248 )
Net loss for the period   (34,115 )   (666,918 )   (2,135,426 )   (2,432,411 )   (6,888,604 )
                               
Balance at end of period $  (10,322,852 ) $  (8,380,667 ) $  (10,322,852 ) $  (8,380,667 ) $  (10,322,852 )
                               
                               
Total Shareholders' Equity $  12,287,548   $  7,868,843   $  12,287,548   $  7,868,843   $  12,287,548  

The notes to unaudited interim financial statements are an integral part of these statements.

- 5 -



Grandview Gold Inc.
(An Exploration Stage Company)
Interim Statements of Cash Flows
(Expressed in Canadian Dollars)

                            Cumulative  
                            from date of  
                            inception  
                            of the  
    Three Months Ended     Nine Months Ended     exploration  
    February 29,     February 28,     February 29,     February 28,     stage (March  
(Unaudited)   2008     2007     2008     2007     26, 2004)  
                               
Cash flows from operating activities                              
Net (loss) for the period $ (34,115 ) $  (666,918 ) $  (2,135,426 ) $  (2,432,411 ) $  (6,888,604 )
Items not involving cash:                              
       Write-down of marketable securities   -     9,766     -     9,766     25,000  
       Forgiveness of debt   -     -     -     -     (35,667 )
       Write-off of bad debts   -     -     -     -     1,235  
       Stock-option compensation (Note 6)   -     131,500     1,162,525     1,302,187     3,870,525  
       Future income tax recovery   (215,456 )   -     (215,456 )   -     (1,510,358 )
       Accrued interest income   (9,889 )   -     (28,035 )   -     (28,035 )
Changes in non-cash operating working                              
       capital:                              
       GST and sundry receivable   127,561     (42,046 )   198,026     (73,479 )   (23,415 )
       Prepaid expenses   73,807     (47,302 )   22,872     (182,670 )   (135,820 )
       Accounts payable and accrued                              
liabilities   (41,865 )   184,710     (320,824 )   67,369     102,119  
                               
Cash flows (used in) operating                              
       activities   (99,957 )   (430,290 )   (1,316,318 )   (1,309,238 )   (4,623,020 )
                               
Cash flows from financing activities                              
Repayment of loans from related parties   -     -     -     -     (28,594 )
Share/warrant issuance   1,464,550     1,559,999     5,016,694     1,559,999     17,635,544  
Cost of issuance   (101,654 )   (124,800 )   (487,499 )   (124,800 )   (1,727,255 )
Proceeds from loan   -     -     -     -     175,000  
Repayment of loan   -     -     -     -     (75,000 )
                               
Cash flows from financing activities   1,362,896     1,435,199     4,529,195     1,435,199     15,979,695  
                               
Cash flows from investing activities                              
Purchase of reclamation bond   205     -     (12,923 )   -     (12,923 )
Redemption (purchase) of short term                              
       investments   -     -     (975,000 )   -     (975,000 )
Exploration advances   -     189,079     312,491     251,325     -  
Expenditures on mining interests   (492,472 )   (660,890 )   (2,912,714 )   (3,006,595 )   (9,354,745 )
Due from a related party   -     -     -     (90,000 )   (90,000 )
                               
Cash flows from (used in) investing                              
       activities $ (492,267 ) $  (471,811 ) $  (3,588,146 ) $  (2,845,270 ) $  (10,432,668 )

The notes to unaudited interim financial statements are an integral part of these statements.

- 6 -



Grandview Gold Inc.
(An Exploration Stage Company)
Interim Statements of Cash Flows
(Expressed in Canadian Dollars)

                            Cumulative  
                            from date of  
                            inception  
                            of the  
    Three Months Ended     Nine Months Ended     exploration  
    February 29,     February 28,     February 29,     February 28,     stage (March  
(Unaudited)   2008     2007     2008     2007     26, 2004)  
                               
Change in cash and cash equivalents                              
       during the period $  770,672   $  533,098   $  (375,269 ) $  (2,719,309 ) $  924,007  
                               
Cash and cash equivalents,                              
       beginning of period   153,336     550,393     1,299,277     3,802,800     1  
                               
Cash and cash equivalents,                              
           end of period $  924,008   $  1,083,491   $  924,008   $  1,083,491   $  924,008  
                               
Cash and cash equivalents                              
           consist of:                              
           Cash $  924,008   $  1,083,491   $  924,008   $  1,083,491   $  924,008  
                               
                               
Supplement schedule of non-cash transactions                              
Share issuance included in mining                              
           interest $  -   $  22,000   $  35,000   $  56,500   $  542,275  
Warrant issuance included in mining                              
           interest $  -   $  112,377   $  -   $  277,627   $  184,750  
Stock-option compensation included                              
           in mining interest $  -   $  -   $  270,725   $  -   $  270,725  

The notes to unaudited interim financial statements are an integral part of these statements.

- 7 -



Grandview Gold Inc.
(An Exploration Stage Company)
Interim Statements of Mineral Properties
(Expressed in Canadian Dollars)

                            Cumulative  
    Three Months Ended     Nine Months Ended     from date of  
    February 29,     February 28,     February 29,     February 28,     inception  
(Unaudited)   2008     2007     2008     2007     of projects  
                               
Pony Creek Carlin Trend Project,                              
Nevada, USA                              
Balance, beginning of period $ 5,580,151   $  3,962,108   $  4,386,457   $  1,881,582   $  -  
                               
       Drilling, assays and related field                              
               work   44,418     198,611     939,803     2,089,756     4,544,104  
       Project administration and general   4,102     9,062     15,482     62,195     57,313  
       Property acquisition and holding                              
               costs   -     30,572     286,929     166,820     1,027,254  
                               
       Total expenditures during the period   48,520     238,245     1,242,214     2,318,771     5,628,671  
                               
Balance, end of period   5,628,671     4,200,353     5,628,671     4,200,353     5,628,671  
                               
Red Lake Gold Camp, Ontario, Canada                              
Balance, beginning of period   2,388,849     1,204,811     1,531,160     1,074,803     -  
                               
       Drilling, assays and related field work   375,562     31,659     1,158,251     135,417     2,266,981  
       Property acquisition and holding                              
               costs   -     45,000     75,000     71,250     497,430  
                               
       Total expenditures during the period   375,562     76,659     1,233,251     206,667     2,764,411  
                               
Balance, end of period   2,764,411     1,281,470     2,764,411     1,281,470     2,764,411  
                               
Rice Lake Gold Camp, Manitoba, Canada                              
Balance, beginning of period   1,003,811     574,552     668,597     459,381     -  
                               
       Drilling, assays and related field work   70,540     (185 )   405,754     110,832     692,038  
       Property acquisition and holding                              
               costs   -     89,377     -     93,531     382,313  
                               
       Total expenditures during the period   70,540     89,192     405,754     204,363     1,074,351  
                               
Balance, end of period   1,074,351     663,744     1,074,351     663,744     1,074,351  
                               
Rocky Ridge Gold Property, Manitoba, Canada                              
Balance, beginning of period   728,524     219,750     548,404     -     -  
                               
       Drilling, assays and related field work   (2,150 )   391,171     177,094     391,171     592,998  
       Project administration and general   -     -     876     -     876  
       Property acquisition and holding                              
               costs   -     -     -     219,750     132,500  
                               
       Total expenditures during the period   (2,150 )   391,171     177,970     610,921     726,374  
                               
Balance, end of period   726,374     610,921     726,374     610,921     726,374  
                               
  $  10,193,807   $  6,756,488   $  10,193,807   $  6,756,488   $  10,193,807  

The notes to unaudited interim financial statements are an integral part of these statements.

- 8 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

1.

Nature of operations and going concern assumption

   

Grandview Gold Inc. (the "Company" or "Grandview") is a gold exploration company focused on exploring and developing gold properties in gold camps of North America.

   

The Company was incorporated under the laws of the Province of Ontario. The Company was previously in the business of investing significant equity interests in high-technology companies. As at March 26, 2004, the Company changed its direction to a gold exploration company. To date, the Company has not earned significant revenues from gold exploration and is considered to be in the exploration stage. As such, the Company will be applying Accounting Guideline 11 "Enterprises in the Development Stage" as required by Canadian Institute of Chartered Accountants ("CICA") Handbook effective March 26, 2004 onwards.

   

These statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of its assets and the settlement of its liabilities in the normal course of operations. The Company's ability to continue its operations is dependent upon obtaining necessary financing to complete the development of its mineral interests and/or the realization of the proceeds from the sale of one or more of its mineral interests. These financial statements do not include adjustments related to the carrying values and classifications of assets and liabilities that would be necessary should the Company be unable to continue in business.

   
2.

Basis of presentation and accounting policies

   

The unaudited interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and notes to the financial statements required by Canadian generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended February 29, 2008 may not necessarily be indicative of the results that may be expected for the year ending May 31, 2008.

   

The balance sheet at May 31, 2007 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by Canadian generally accepted accounting principles for annual financial statements. The interim financial statements have been prepared by management in accordance with the accounting policies described in the Company's annual audited financial statements for the year ended May 31, 2007, except as noted below. For further information, refer to the audited financial statements and notes thereto for the year ended May 31, 2007.

   

Refer to Note 13 of the May 31, 2007 audited financial statements for the Company's commitments. The Company is also committed to spending approximately $742,950 by December 31, 2008 as part of flow-through funding agreements completed during the period.

- 9 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

2.

Basis of presentation and accounting policies (Continued)

     

Accounting Changes

     

Section 1506, "Accounting Changes". This section prescribes the criteria for changing accounting policies, together with the accounting treatment and disclosure of changes in accounting policies, changes in accounting estimates and correction of errors. The Company has adopted these new standards effective June 1, 2007.

     

Financial instruments, comprehensive income and hedges

     

In January 2005, the Canadian Institute of Chartered Accountants ("CICA") issued Handbook Sections 3855, “Financial Instruments – Recognition and Measurement”, 1530, “Comprehensive Income”, 3861, "Financial Instruments - Disclosure and Presentation" and 3865, “Hedges”. These new standards are effective for interim and annual financial statements relating to fiscal years commencing on or after October 1, 2006 on a prospective basis; accordingly, comparative amounts for prior periods are not restated. The Company has adopted these new standards effective June 1, 2007.

     

Section 3855 prescribes when a financial instrument is to be recognized on the balance sheet and at what amount. It also specifies how financial instrument gains and losses are to be presented. This Section requires that:

     

All financial assets be measured at fair value on initial recognition and certain financial assets to be measured at fair value subsequent to initial recognition;

All financial liabilities be measured at fair value if they are classified as held for trading purposes. Other financial liabilities are measured at amortized cost using the effective interest method; and

All derivative financial instruments be measured at fair value on the balance sheet, even when they are part of an effective hedging relationship.

     

Section 1530 introduces a new requirement to temporarily present certain gains and losses from changes in fair value outside net income. It includes unrealized gains and losses, such as: changes in the currency translation adjustment relating to self-sustaining foreign operations; unrealized gains or losses on available-for-sale investments; and the effective portion of gains or losses on derivatives designated as cash flow hedges or hedges of the net investment in self-sustaining foreign operations.

     

Section 3861 establishes standards for presentation of financial instruments and non-financial derivatives, and identifies the information that should be disclosed about them. Under the new standards, policies followed for periods prior to the effective date generally are not reversed and therefore, the comparative figures have not been restated except for the requirement to restate currency translation adjustments as part of other comprehensive income. Section 3865 provides alternative treatments to Section 3855 for entities which choose to designate qualifying transactions as hedges for accounting purposes. It replaces and expands on Accounting Guideline 13 “Hedging Relationships”, and the hedging guidance in Section 1650 “Foreign Currency Translation” by specifying how hedge accounting is applied and what disclosures are necessary when it is applied.

     

Under adoption of these new standards, the Company designated its cash and cash equivalents and short term investments as held-for-trading, which are measured at fair value. GST and sundry receivable, exploration advances and due from a related party are classified as loans and receivables, which are measured at amortized cost. Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost.

     

The adoption of these Handbook Sections had no impact on opening deficit.

- 10 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

2.

Basis of presentation and accounting policies (Continued)

   

Accounting policy choice for transaction costs

   

On June 1, 2007, the Emerging Issues Committee of the CICA issued Abstract No. 166, Accounting Policy Choice for Transaction Costs (EIC-166). This EIC addresses the accounting policy choice of expensing or adding transaction costs related to the acquisition of financial assets and financial liabilities that are classified as other than held-for-trading. Specifically, it requires that the same accounting policy choice be applied to all similar financial instruments classified as other than held-for-trading, but permits a different policy choice for financial instruments that are not similar. The Company has adopted EIC-166 effective November 30, 2007 and requires retroactive application to all transaction costs accounted for in accordance with CICA Handbook Section 3855, Financial Instruments - Recognition and Measurement. The Company has evaluated the impact of EIC-166 and determined that no adjustments are currently required.

   

Future accounting changes

   

Capital Disclosures and Financial Instruments – Disclosures and Presentation

   

On December 1, 2006, the CICA issued three new accounting standards: Handbook Section 1535, Capital Disclosures, Handbook Section 3862, Financial Instruments – Disclosures, and Handbook Section 3863, Financial Instruments – Presentation. These new standards are effective for interim and annual financial statements for the Company's reporting period beginning on June 1, 2008.

   

Section 1535 specifies the disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance.

   

The new Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments — Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.

   

The Company is currently assessing the impact of these new accounting standards on its financial statements.

   

International Financial Reporting Standards [“IFRS”]

   

In January 2006, the CICA’s Accounting Standards Board ["AcSB"] formally adopted the strategy of replacing Canadian GAAP with IFRS for Canadian enterprises with public accountability ["PAEs"]. The current conversion timetable calls for financial reporting under IFRS for accounting periods commencing on or after January 1, 2011. On February 13, 2008 the AcSB confirmed that the use of IFRS will be required in 2011 for publicly accountable profit-oriented enterprises. For these entities, IFRS will be required for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. A calendar year end public company will be required to have prepared, in time for its first quarter 2011 filing, comparative financial statements in accordance with IFRS for the three months ended March 31, 2010.

   

The Company is currently assessing the impact of these new accounting standards on its financial statements.

- 11 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

3.

Mining interests

   

On a quarterly basis, management of the Company reviews exploration expenditures to ensure mining interests include only costs and projects that are eligible for capitalization.

   

For a description of mining interests, refer to Note 5 of the audited financial statements as at May 31, 2007. Specific changes to mining interests that occurred from June 1, 2007 to February 29, 2008 are as follows:

   

On June 18, 2007, the Company amended the option agreement with EMCO Corporation SA ("EMCO") relating to the Sanshaw-Bonanza gold property. The Company has agreed to increase the expenditures required to be incurred on or before August 31, 2008 to $500,000 and to issue to EMCO 100,000 common shares in the capital of the Company as consideration for the amended agreement (issued and valued at $35,000).

   

On June 20, 2007, the Company announced that it has fulfilled the terms of its option agreement with Mill City relating to the Company’s right to earn an undivided 60% interest in the 28 square-mile Pony Creek/Elliott Dome property (the “Property”) located on the Carlin Trend in north central Nevada.

   

Under the terms of the option agreement with Mill City, dated April 14, 2005 (the “Option Agreement”), the Company had a right to earn an undivided 60% interest in the Property by spending US$3,500,000 over three years. The Company recently presented a detailed accounting of its US$3,500,000 exploration program completed to date, as well as plans for exploration moving forward.

   

Mill City accepted in writing on June 20, 2007, the Company’s earn-in and further, Mill City has informed the Company that, as per the terms of the Option Agreement, it will exercise its option to dilute its 40% participating interest to a 20% carried interest, up to and including the date on which the Bankable Feasibility Study is completed by the Company. At that time Mill City shall convert its 20% carried interest to a 20% participating interest. The acceptance by Mill City of the terms of the Company’s earn in, immediately converts the Company’s 60% interest to an 80% interest in the Property.

   

On October 17, 2007, the Company announced that it has fulfilled the terms of its option agreement with Fronteer Development Group Inc (“Fronteer”) relating to the Company’s right to earn an undivided 51% interest in the Dixie Lake property (the “Property”) located in Ontario’s Red Lake Gold District .

   

Under the terms of the option agreement with Fronteer Development Group, dated August 26, 2005 (the “Option Agreement”), the Company had a right to earn an undivided 51% interest in the Property by spending US$300,000 over three years, making $75,000 in cash payments and issuing 40,000 shares to the underlying vendor. The Company recently presented a detailed accounting of its US$1,711,000 exploration program completed to date, as well as plans for exploration moving forward.

   

Fronteer accepted in writing, the Company’s earn-in and further, Fronteer has informed the Company that, as per the terms of the Option Agreement, it will exercise its option to dilute its 49% participating interest to a 36% participating interest in the Property.

- 12 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

4.

Share capital

   
(a) Authorized
   

Unlimited number of common shares.

   

Unlimited number of preference shares. The preference shares are without par value, redeemable, voting, non- participating, and are convertible into common shares at the rate of one common share for five preference shares (none currently issued and outstanding).

   
(b) Issued

      Number of        
      shares     Amount  
               
  Balance, May 31, 2007   24,841,890   $  11,019,703  
  Private placements ((i) (ii) (iii))   11,169,000     4,950,150  
  Warrants valuation ((i) (ii))   -     (966,452 )
  Mineral property acquisition   100,000     35,000  
  Exercise of warrants   147,875     66,544  
  Exercise of warrants valuation   -     36,673  
  Cost of issue - cash laid out   -     (487,499 )
  Cost of issue - broker warrants valuation ((i) (ii))   -     (248,629 )
  Flow-through cost of issue (iv)   -     (215,456 )
               
  Balance, February 29, 2008   36,258,765   $  14,190,034  

  (i)

On July 6, 2007, the Company closed a brokered private placement with Bolder Investment Partners, Ltd. (the "Agent") . The brokered placement resulted in the issuance by the Company of a total of 8,589,000 units in the capital of the Company (the “Units”) at a purchase price of $0.40 per Unit for gross proceeds of $3,435,600. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant ("Warrant"). Each whole Warrant is exercisable to acquire one further common share of the Company at a price of $0.65 for a period of 24 months from closing.

     
 

The fair value of the 4,294,500 common share purchase warrants has been estimated to be $704,298 using the Black-Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 4.72%, dividend yield of 0%, expected stock volatility of 97% and an expected life of 24 months.

     
 

In connection with the brokered placement, the Company paid a cash fee to the Agent of 8% of the gross proceeds raised for total of $274,848 and also issued broker options to acquire 8% of the total number of Units issued at a price of $0.40 per Unit for a period of 24 months from closing. In addition, the Company also paid a cash work fee of $7,500 for certain services of the Agent.

     
 

The fair value of the 687,120 broker options has been estimated to be $145,670 using the Black-Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 4.72%, dividend yield of 0%, expected stock volatility of 97% and an expected life of 24 months.

- 13 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

4.

Share capital (Continued)

     
(i)

(Continued) The Company also closed a non-brokered placement on the same terms as the brokered placement for an additional 125,000 Units and further proceeds of $50,000.

     

Other costs associated to the private placements amounted to $103,497.

     

The fair value of the 62,500 common share purchase warrants has been estimated to be $10,250 using the Black-Scholes option pricing model. In determining this value, the following assumptions were used: risk- free interest rate of 4.72%, dividend yield of 0%, expected stock volatility of 97% and an expected life of 24 months.

     
(ii)

On December 21, 2007, the Company closed a brokered private placement (the "Brokered Placement") with Bolder Investment Partners, Ltd. (the "Agent"). The Brokered Placement resulted in the issuance of 1,312,000 units in the capital of the Company (the "Units) at a purchase price of $0.55 per Unit for gross proceeds of $721,600 and 605,000 flow-through shares at a purchase price of $0.65 per share for gross proceeds of $393,250. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant ("Warrant"). Each whole Warrant is exercisable to acquire one further common share of the Company at a price of $0.70 for a period of 24 months from closing.

     

The fair value of the 656,000 common share purchase warrants has been estimated to be $251,904 using the Black-Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 3.85%, dividend yield of 0%, expected stock volatility of 144.80% and an expected life of 24 months.

     

In connection with the Brokered Placement, Grandview paid a cash fee to the Agent of 8% of the gross proceeds raised for a total of $89,188 and also issued broker options to acquire 8% of the total number of Units issued under the Brokered Placement at a price of $0.60 per Unit for a period of 24 months from closing.

     

The fair value of the 153,360 broker options has been estimated to be $61,037 using the Black-Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 3.85%, dividend yield of 0%, expected stock volatility of 144.80% and an expected life of 24 months.

     

Other costs associated to the private placements amounted to $12,466.

     
(iii)

On December 28, 2007, the Company closed a non-brokered private placement (the "Non-Brokered Placement"). The Non-Brokered Placement resulted in the issuance by the Company of a total of 538,000 flow-through shares (the “Flow-Through Shares”) at a purchase price of $0.65 per Flow-Through Share for gross proceeds of $349,700 under the Non-Brokered Placement.

     
(iv)

During the period from January 1, 2007 to December 31, 2007, the Company issued an aggregate of 1,143,000 flow-through common shares for total proceeds of $742,950. Exploration expenditures of $742,950 were renounced effective December 31, 2007. The renunciation created a future income tax recovery of approximately $215,456, which was allocated as a cost of issuing the flow-through shares.

- 14 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

5.

Warrants

   

The following is continuity of warrants for the period ended February 29, 2008


      Number of     Weighted Average  
      Warrants     Exercise Price  
               
  Balance, May 31, 2007   6,581,583   $  1.18  
  Issued (Note 4(b))   5,853,480     0.62  
  Issued (1)   73,937     0.65  
  Exercised   (147,875 )   0.45  
               
  Balance, February 29, 2008   12,361,125   $  0.92  

(1) 147,875 warrants at a price of $0.45 expiring March 16, 2009 were exercised. These warrants had a step-up feature resulting in the creation of 73,937 new warrants with an exercise price of $0.65 expiring on March 16, 2009. The fair value of the 73,937 warrants has been estimated to be $41,922 using the Black-Scholes option pricing model. In determining this value, the following assumptions were used: risk-free interest rate of 4.33%, dividend yield of 0%, expected stock volatility of 135.1% and an expected life of 1.5 years.

The following are the warrants outstanding at February 29, 2008:

      Number of     Fair     Exercise     Expiry  
      Warrants     Value     Price     Date  
                           
      250,000   $  78,000   $  1.00     November 29, 2008  
      1,199,999     284,400     1.40     December 22, 2008  
      240,000     85,200     0.65     December 22, 2008  
  (2)   350,000     74,550     0.70     February 28, 2009  
      1,698,937     381,547     0.65     March 16, 2009  
      177,125     43,927     0.45     March 16, 2009  
      1,992,987     1,335,301     1.75     March 27, 2009  
      398,597     301,738     1.10     March 27, 2009  
      4,357,000     714,548     0.65     July 6, 2009  
      687,120     145,670     0.40     July 6, 2009  
      656,000     251,904     0.70     December 21, 2009  
      153,360     61,037     0.60     December 21, 2009  
      200,000     32,200     1.40     February 8, 2010  
                           
      12,361,125   $  3,790,022              

(2) The Company received approval from the Toronto Stock Exchange to extend the expiry date of 350,000 common share purchase warrants (the "Warrants") issued by it on April 2, 2007. The Warrants were issued in connection with the acquisition by the Company of two properties commonly known as the Angelina and Banksian properties from McKeena Gold Inc. ("McKeena"), which is at arm's length to Grandview. The Warrants were originally scheduled to expire on February 28, 2008 but will now expire on February 28, 2009. Grandview determined to extend the expiry date of the Warrants as it had not been able to divert exploration resources to the two properties prior to the original expiry date. The Warrants continue to have an exercise price of $0.70.

- 15 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

6.

Stock options

   

The following is continuity of stock options for the period ended February 29, 2008 :


      Number of     Weighted Average  
      Stock Options     Exercise Price  
               
  Balance, May 31, 2007   2,850,000   $  1.22  
  Granted (1)   2,000,000     0.68  
  Expired/cancelled   (975,000 )   1.17  
               
  Balance, February 29, 2008   3,875,000   $  0.96  

(1) On September 28, 2007, the Company granted an aggregate of 2,000,000 options to directors, officers, geologists and consultants of the Company at an exercise price of $0.68 for a period of five years. All the options granted vest immediately. The estimated fair market value under the Black-Scholes option pricing model was $1,274,000. In determining this value, the following assumptions were used: risk-free interest rate of 4.20%, dividend yield of 0%, expected stock volatility of 161.6% and an expected life of 5 years. For the nine months ended February 29, 2008, the fair value was allocated as follows: directors and management stock-option compensation - $1,003,275, consulting fees capitalized to mining interests - $111,475 and investor relations -$159,250.

The following are the stock options outstanding and exercisable at February 29, 2008:

      Number     Weighted Average        
  Expiry Date   of Options     Exercise Price     Fair Value  
  October 1, 2009   600,000     1.00   $  457,200  
  December 20, 2009   75,000     1.10     62,850  
  January 6, 2011   150,000     1.25     117,150  
  April 3, 2011   550,000     1.80     662,750  
  October 31, 2011   500,000     1.00     365,000  
  September 27, 2012   2,000,000     0.68     1,274,000  
      3,875,000         $  2,938,950  

- 16 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

7.

Basic and diluted (loss) earnings per share


      Three Months Ended     Nine Months Ended  
      February 29,     February 28,     February 29,     February 28,  
      2008     2007     2008     2007  
                           
  Numerator for basic (loss) earnings per share $  (34,115 ) $  (666,918 ) $  (2,135,426 ) $  (2,432,411 )
                           
  Numerator for diluted (loss) earnings per share   (34,115 )   (666,918 )   (2,135,426 )   (2,432,411 )
                           
  Denominator:                        
  Weighted average number of common                        
         shares - basic   35,645,781     20,899,548     33,191,201     19,691,111  
                           
  Weighted average number of common                        
         shares - diluted   35,645,781     20,899,548     33,191,201     19,691,111  
                           
  Basic and diluted (loss) earnings per share $  0.00   $  0.03   $  0.06   $  0.12  

Diluted (loss) earnings per share, reflects the maximum possible dilution from the potential exercise of outstanding stock options and warrants, and the conversion of convertible securities. However, the effect of outstanding warrants and stock options is not calculated as the effect would be anti-dilutive.

   
8.

Segmented information

   

The Company's operates in one segment within the mining industry and two geographic segments.


      February 29,     May 31,  
  Assets   2008     2007  
               
  Canada $  6,754,827   $  4,830,552  
  United States of America   5,628,671     4,386,457  
               
  Total $  12,383,498   $  9,217,009  

- 17 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

9.

Related party transactions not disclosed elsewhere

     
i)

On June 1, 2004, the Company entered into a management agreement with a company owned by its former President. For the three and nine months ended February 29, 2008, payments of $nil (three and nine months ended February 28, 2007 - $nil and $5,000) were included in management services expense. Management services expense also includes $nil (three and nine months ended February 28, 2007 - $nil and $6,422) in travel expenses paid to the former president and his company.

     
ii)

For the three and nine months ended February 29, 2008, $15,000 and $51,000 (three and nine months ended February 28, 2007 - $19,500 and $52,250) were paid to the former interim CEO and current chairman of the Company for consulting services.

     
iii)

For the three and nine months ended February 29, 2008, $55,500 and $130,500 (three and nine months ended February 28, 2007 - $63,250 and $75,750) were paid to the president and CEO of the Company for consulting services. Of these amounts, $100,500 and $130,500 (three and nine months ended February 28, 2007 - $nil) were capitalized to mining interests. Also, $6,000 and $18,000 (three and nine months ended February 28, 2007 - $6,000 and $8,000) in car and office allowances and $608 and $9,485 (three and nine months ended February 28, 2007 - $4,708 and $8,223) in travel expenses were paid.

     
iv)

For the three and nine months ended February 29, 2008, $nil (three and nine months ended February 28, 2007 - $10,000 and $70,000) was paid to a company for consulting services. The company is related to the Company because a director of the Company is affiliated with the company.

     
v)

For the three and nine months ended February 29, 2008, $21,000 and $60,333 (three and nine months ended February 28, 2007 - $nil and $21,000) in consulting fee were also paid or accrued to the Chief Financial Officer of the Company.

     
vi)

The Company provided a loan of $90,000 to the president and CEO of the Company. The loan is unsecured, bears no interest and is due on October 31, 2009.

These transactions were in the normal course of operations and were measured at the exchange value which is represented the amount of consideration established and agreed to by the related parties.

- 18 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

10.

Differences between Canadian GAAP and US GAAP

   

The Company's interim financial statements have been prepared in accordance with Canadian GAAP. These principles, as they pertain to the Company's interim financial statements differ from US GAAP as follows:

   

Under Canadian GAAP, the Company accounted for its stock compensation plan as described in Note 2(h) in the fiscal 2007 audited financial statements under which CICA Handbook Section 3870 requires that compensation for option awards to employees and consultants be recognized in the financial statements at fair value for options granted in fiscal years beginning on or after January 1, 2004. The Company, as permitted by CICA Handbook Section 3870, has adopted this section prospectively for new option awards granted on or after June 1, 2003. Accordingly, a fair value compensation expense is reported for any options that were granted and vested during an interim or fiscal period. Prior to this accounting policy, no compensation expense was required to be recorded for stock option grants under Canadian GAAP for fiscal 2004. For US GAAP purposes, the Company has adopted the provisions of Financial Accounting Standards Board (FASB) Statement 148 effective as of June 1, 2003, which provisions allow the Company to record compensation expense for stock options granted in fiscal 2004 and all future periods based on the estimated fair value of such option, using the prospective method. In December 2004, FASB issued Statement 123 (Revised 2004), "Share-Based Payment," which mandates the recording of compensation expense based on the fair value of such options.

   

Prior to June 1, 2003, the Company accounted for its stock-based compensation plan for US GAAP purposes under FASB statement 123, under which no compensation expense was required to be recognized in fiscal 2003.

   

For the periods ended February 29, 2008 and February 28, 2007, the Company's accounting for stock option grants under US GAAP is substantially equivalent to the accounting under Canadian GAAP. As such, the expense recorded for US GAAP purposes would be equal to the expense recorded for Canadian GAAP purposes for the periods ended February 29, 2008 and February 28, 2007. Had the Company adopted (FASB) Statement 148 for 2004, there would be no effect on earnings since no stock options were issued in that year.

   

Under Canadian GAAP, the Company accounts for its exploration costs as described in Note 2(d) of the audited annual financial statements for May 31, 2007, while under US GAAP, exploration costs cannot be capitalized and are expensed as incurred. Mineral property rights relating to the properties are capitalized and they are tested for impairment.

   

Prior to June 1, 2007, under Canadian GAAP marketable securities and long-term investments are carried at the lower of cost or market, and adjustments to the carrying value are shown as an expense on the statement of operations. Under US GAAP marketable equity securities are carried at market value, and adjustments to the carrying value are shown as a component of shareholder's equity (if the securities are classified as available-for- sale securities) or as gain or loss in the statement of operations (if the securities are classified as trading securities). Effective June 1, 2007, the Company's accounting for financial instruments, equity and comprehensive income under US GAAP is substantially equivalent to the accounting under Canadian GAAP (Note 2).

   

Canadian GAAP provides that a tax benefit be recorded in the statement of operations to reflect the recovery of future income taxes relating to the renunciation of resource property expenditures to the Company's flow- through share investors (see Note 10 of the audited annual financial statements for May 31, 2007). US GAAP has no such provision; consequently, the US GAAP statement of operations contains no such tax benefit.

- 19 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

10.

Differences between Canadian GAAP and US GAAP (Continued)

   

Had the Company's balance sheets as at February 29, 2008 and May 31, 2007 been prepared using US GAAP, such balance sheets would be presented as follows:


      February 29, 2008     May 31, 2007  
               
  Assets            
               
  Current assets            
         Cash $  924,008   $  1,299,277  
         Short term investments   1,003,035     -  
         GST and sundry receivable   23,905     221,931  
         Prepaid expenses   135,820     158,692  
         Exploration advances, net   -     312,491  
               
      2,086,768     1,992,391  
               
  Reclamation bond   12,923     -  
  Due from a related party   90,000     90,000  
  Mineral property rights   2,039,497     1,677,568  
               
    $  4,229,188   $  3,759,959  
               
               
  Liabilities            
               
  Current liabilities            
         Accounts payable and accrued liabilities $  95,950   $  416,774  
               
               
  Shareholders' equity            
               
  Share capital            
  Authorized - unlimited common shares            
  Issued            
         Common shares   15,700,392     12,314,605  
         Additional "paid in" capital   648,344     648,344  
         Warrants   3,790,022     2,611,614  
         Cumulative adjustments to marketable securities   (325,305 )   (325,305 )
         Deferred stock-option compensation   3,982,000     2,708,000  
         Deficit accumulated before change to an exploration            
                stage company   (3,133,943 )   (3,133,943 )
         Deficit accumulated during the exploration stage   (16,528,272 )   (11,480,130 )
               
      4,133,238     3,343,185  
               
    $  4,229,188   $  3,759,959  

- 20 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

10.

Differences between Canadian GAAP and US GAAP (Continued)

   

Under US GAAP, exploration stage companies are required to provide cumulative-from-inception information relating to income statements, statements of cash flows, and statements of changes in shareholders' equity. Inception has been deemed to be March 26, 2004, the date on which the Company, at a shareholders' meeting, made the decision to return to the business of exploration as its primary business focus. Had the Company's statements of operations and deficit been prepared using US GAAP, such statements would have included cumulative-from-inception amounts in addition to amounts for the periods ended February 29, 2008, February 28, 2007 and February 28, 2006. Such statements under US GAAP are as follows:

   

Statements of Operations and Comprehensive Loss


                        Cumulative  
      Nine Months Ended     from date  
      February 29     February 28     February 28     of inception  
      2008     2007     2006     ("March 26, 2004")  
                           
  Expenses                        
  General exploration $  2,697,260   $  2,789,371   $  1,650,648   $  8,154,310  
  Management services   129,839     246,364     153,121     979,289  
  Investor relations, business                        
         development and reporting                        
         issuer maintenance costs   772,967     358,730     213,114     1,798,350  
  Bad debt   -     -     -     1,235  
  Professional fees   223,890     285,149     180,115     957,829  
  Office and administration   197,038     110,433     123,371     648,094  
  Flow-through interest expense   44,688     141,366     -     186,054  
  Gain on forgiveness of debt   -     -     -     (35,667 )
  Share based compensation   1,003,275     1,302,187     387,709     3,711,275  
  Failed merger costs   -     -     -     170,000  
  Site restoration costs   30,000     -     -     30,000  
                           
  (Loss) before the under noted   (5,098,957 )   (5,233,600 )   (2,708,078 )   (16,600,769 )
  Interest income   50,815     21,584     -     72,497  
                           
  Net (loss) for the period and                        
         from date of inception   (5,048,142 )   (5,212,016 )   (2,708,078 )   (16,528,272 )
                           
  Comprehensive (loss) items:                        
  Write-down of marketable securities   -     (9,766 )   -     (25,000 )
                           
  Comprehensive (loss) for the period $  (5,048,142 ) $  (5,221,782 ) $  (2,708,078 ) $  (16,553,272 )
                           
  (Loss) per common share                        
  Basic $  (0.15 ) $  (0.26 ) $  (0.20 )      
  Diluted $  (0.15 ) $  (0.26 ) $  (0.20 )      
                           
  Comprehensive (loss) per                        
         common share                        
  Basic $  (0.15 ) $  (0.27 ) $  (0.20 )      
  Diluted $  (0.15 ) $  (0.27 ) $  (0.20 )      

- 21 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

10.

Differences between Canadian GAAP and US GAAP (Continued)

   

Statements of Changes in Shareholders' Equity

   

The changes in common shares from March 26, 2004 (date the Company became a exploration stage enterprise) as required by US GAAP is disclosed below:


            Amount  
            Under  
  Common Shares   Shares     US GAAP  
               
  Common shares before change to a exploration stage company and            
  as of May 31, 2004   3,270,998   $  3,378,444  
  Stock split (3 for 1)   6,541,996     -  
  Private placement   120,000     120,000  
  Private placement   150,000     150,000  
  Mineral property acquisition   400,000     4,000  
  Private placement   175,000     175,000  
  Private placement   1,005,000     1,005,000  
  Warrant valuation   -     (138,188 )
  Mineral property acquisition   118,500     159,975  
  Mineral property acquisition   70,000     86,800  
  Cost of issue - warrant valuation   -     (35,200 )
  Cost of issue - cash laid out   -     (124,081 )
               
  Balance, May 31, 2005   11,851,494     4,781,750  
  Private placement   2,019,104     2,523,880  
  Debt conversation   80,000     100,000  
  Warrant valuation   -     (178,023 )
  Private placement   590,320     737,900  
  Warrant valuation   -     (111,498 )
  Shares issued for a finders' fee   160,000     200,000  
  Private placement   400,000     500,000  
  Private placement   3,985,974     4,384,571  
  Warrant valuation   -     (1,335,301 )
  Cost of issue - broker warrant valuation   -     (462,173 )
  Cost of issue - cash laid out   -     (866,375 )
               
  Balance, May 31, 2006   19,086,892     10,274,731  
  Private placement   2,399,998     1,559,999  
  Warrant valuation   -     (284,400 )
  Mineral property acquisition   50,000     34,500  
  Mineral property acquisition   55,000     22,000  
  Private placement   3,250,000     1,462,500  
  Warrant valuation   -     (339,625 )
  Cost of issue - cash laid out   -     (249,300 )
  Cost of issue - finder options valuation   -     (165,800 )
               
  Balance, May 31, 2007   24,841,890     12,314,605  

- 22 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

10.

Differences between Canadian GAAP and US GAAP (Continued) Statements of Changes in Shareholders' Equity (Continued)


            Amount  
            Under  
  Common Shares (Continued)   Shares     US GAAP  
               
  Balance, May 31, 2007   24,841,890     12,314,605  
  Private placements   11,169,000     4,950,150  
  Mineral property acquisition   100,000     35,000  
  Warrants valuation   -     (966,452 )
  Exercise of warrants   147,875     66,544  
  Exercise of warrants valuation   -     36,673  
  Cost of issue - cash laid out   -     (487,499 )
  Cost of issue - broker warrants valuation   -     (248,629 )
               
  Balance, February 29, 2008   36,258,765   $  15,700,392  
               
  Other changes in shareholders' equity are presented as follows:            
  Additional "paid in" capital            
               
  Balance, May 31, 2004 and 2005       $  25,000  
  Expired warrants         173,388  
               
  Balance, May 31, 2006         198,388  
  Expired warrants         449,956  
               
  Balance, May 31, 2007 and February 29, 2008       $  648,344  
               
  Warrants            
               
  Balance, May 31, 2004       $  -  
  Issued         173,388  
               
  Balance, May 31, 2005         173,388  
  Issued         2,086,995  
  Expired         (173,388 )
               
  Balance, May 31, 2006         2,086,995  
  Issued         974,575  
  Expired         (449,956 )
               
  Balance, May 31, 2007         2,611,614  
  Issued         1,215,081  
  Exercised         (36,673 )
               
  Balance, February 29, 2008       $  3,790,022  

- 23 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

10.

Differences between Canadian GAAP and US GAAP (Continued)

Cumulative adjustments to marketable securities


         
  Balance, June 1, 2001 $  (85,625 )
  Comprehensive loss items   (121,100 )
         
  Balance, May 31, 2002   (206,725 )
  Comprehensive loss items   (88,580 )
         
  Balance, May 31, 2003   (295,305 )
  Comprehensive loss items   (5,000 )
         
  Balance, March 26, 2004   (300,305 )
  Comprehensive loss items   (15,234 )
         
  Balance, May 31, 2005 and May 31, 2006   (315,539 )
  Comprehensive loss items   (9,766 )
         
  Balance, May 31, 2007 and February 29, 2008 $  (325,305 )
         
  Deferred stock-option compensation      
         
  Balance, May 31, 2004 $  -  
  Vesting of stock options   775,613  
         
  Balance, May 31, 2005   775,613  
  Vesting of stock options   573,700  
         
  Balance, May 31, 2006   1,349,313  
  Vesting of stock options   1,358,687  
         
  Balance, May 31, 2007   2,708,000  
  Vesting of stock options   1,274,000  
         
  Balance, February 29, 2008 $  3,982,000  

- 24 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

10.

Differences between Canadian GAAP and US GAAP (Continued)

Deficit accumulated during the exploration stage


  Balance, March 26, 2004 $  -  
  Net loss   4,678  
  Comprehensive loss items   (15,234 )
         
  Balance, May 31, 2004   (10,556 )
  Net loss   (1,743,463 )
         
  Balance, May 31, 2005   (1,754,019 )
  Net loss   (3,673,388 )
         
  Balance, May 31, 2006   (5,427,407 )
  Net loss   (6,052,723 )
         
  Balance May 31, 2007   (11,480,130 )
  Net loss   (5,048,142 )
         
  Balance, February 29, 2008 $  (16,528,272 )

- 25 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

10.

Differences between Canadian GAAP and US GAAP (Continued)

   

Had the Company's statements of cash flows been prepared using US GAAP, such statements would have included cumulative from inception amounts in addition to amounts for the periods ended February 29, 2008, February 28, 2007 and February 28, 2006. Such statements under US GAAP are as follows:

   

Statements of Cash Flows


                        Cumulative  
      Nine Months Ended     from date  
      February 29     February 28     February 28     of inception  
      2008     2007     2006     ("March 26, 2004")  
                           
  Cash flows from operating activities                        
  Net loss for the period $ (5,048,142 ) $  (5,212,016 ) $  (2,708,078 ) $  (16,528,272 )
  Items not involving cash:                        
         Forgiveness of debt   -     -     -     (35,667 )
         Write-off of bad debts   -     -     -     1,235  
         Stock-option compensation   1,274,000     1,302,187     387,709     3,982,000  
         Accrued interest income   (28,035 )   -     -     (28,035 )
  Change in non-cash operating                        
  working activities:                        
         GST and sundry receivable   198,026     (73,479 )   (82,401 )   (29,085 )
         Prepaid expenses   22,872     (182,670 )   (25,575 )   (130,150 )
         Due from a related party   -     (90,000 )   -     (90,000 )
         Accounts payable and accrued                        
             liabilities   (320,824 )   67,369     223,469     102,681  
                             
  Cash flows (used in) operating                        
         activities   (3,902,103 )   (4,188,609 )   (2,204,876 )   (12,755,293 )
                           
  Cash flows from financing activities                        
  Loans to related parties   -     -     -     (28,594 )
  Share/warrant issuance   5,016,694     1,559,999     3,761,780     17,635,544  
  Cost of issue   (487,499 )   (124,800 )   (382,944 )   (1,727,255 )
  Proceeds from loan   -     -     100,000     175,000  
  Repayment of loan   -     -     -     (75,000 )
                           
  Cash flows from financing                        
         activities   4,529,195     1,435,199     3,478,836     15,979,695  
                           
  Cash flows from investing activities                        
  Purchase of reclamation bond   (12,923 )   -     -     (12,923 )
  Purchase of short term                        
         investments   (975,000 )   -     -     (975,000 )
  Exploration advances   312,491     251,325     -     -  
  Purchase of mineral property rights   (326,929 )   (217,224 )   (399,199 )   (1,312,472 )
                           
  Cash flows (used in) investing                        
         activities   (1,002,361 )   34,101     (399,199 )   (2,300,395 )
                           
  Change in cash and cash                        
         equivalents during the period   (375,269 )   (2,719,309 )   874,761     924,007  
  Cash and cash equivalents,                        
         beginning of period   1,299,277     3,802,800     244,067     1  
                           
  Cash and cash equivalents,                        
         end of period $ 924,008   $  1,083,491   $  1,118,828   $  924,008  

- 26 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

10.

Differences between Canadian GAAP and US GAAP (Continued)

Statements of Cash Flows (Continued)


                        Cumulative  
      Nine Months Ended     from date  
      February 29     February 28     February 28     of inception  
      2008     2007     2006     ("March 26, 2004")  
                           
  Supplement schedule of non-cash transaction                        
  Share issuance included in mining                        
         interest $  35,000   $  56,500    $      -   $  542,275  
  Warrant issuance included in                        
         mining interest $  -   $  277,627    $       -   $  184,750  

Recent US GAAP accounting pronouncements

In March 2004, the FASB ratified a consensus reached by the Emerging Issues Task Force ("EITF") on issue No. 04-2 entitled "Whether Mineral Rights are Tangible or Intangible Assets". This consensus requires that costs to acquire mineral rights (defined as the legal rights to explore, extract and retain at least a portion of the benefits from mineral deposits) as tangible assets. This consensus was effective for years beginning after March 2004 and has been applied in the May 31, 2005 balance sheet. Prior to the adoption of this consensus, the Company accounted for mineral rights costs with exploration costs as expense when incurred.

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47, "Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143" (FIN 47). FIN 47 clarifies that conditional asset retirement obligations meet the definition of liabilities and should be recognized when incurred if their fair values can be reasonably estimated. The Company was required to adopt FIN 47 during the year ended May 31, 2007; the implementation did not have any effect on the Company's financial statements as the Company does not yet have significant assets which the Company is obligated to retire.

In March 2005, the FASB ratified a consensus reached by the EITF on the issue No. 04-6 entitled "Accounting for Stripping Costs Incurred during Production in the Mining Industry". This Consensus affects the accounting for costs of removing overburden and waste materials during the production phase of a mine. The consensus requires that stripping costs are to be accounted for as variable production costs and charged to operations during the period that the stripping costs are incurred. This consensus is required to be adopted in the fiscal year ending May 31, 2007. This consensus has no effect on the financial statements since the Company is not yet in the production phase.

In May 2005, the FASB issued Statement 154, "Accounting Changes and Error Corrections, effective for accounting changes and error corrections made in the fiscal years beginning after December 15, 2005, has been introduced and requires, unless impracticable, retroactive application as the required method for reporting changes in accounting principles in the absence of transitional provisions specific to the newly adopted accounting principle. The adoption of this accounting principle had no effect on the financial statements.

- 27 -



Grandview Gold Inc.
(An Exploration Stage Company)
Notes to Interim Financial Statements
Three and Nine Months Ended February 29, 2008
(Expressed in Canadian Dollars)
(Unaudited)

10.

Differences between Canadian GAAP and US GAAP (Continued)

   

Recent US GAAP accounting pronouncements (Continued)

   

In July 2006, the FASB issued FASB Interpretation No.48, "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective in fiscal years beginning after December 15, 2006. The provisions of FIN 48 are to be applied to all tax positions upon initial adoption, with the cumulative effect adjustment reported as an adjustment to the opening balance of retained earnings. The Company does not expect a material effect on the financial statements from the adoption of this standard.

   

In September 2006, the FASB issued Statement 157 "Fair Value Measurements". Statement 157 will become effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The Company is currently evaluating the potential impact, if any, that the adoption of Statement 157 "Fair Value Measurements" will have on the financial statements.

   

In February 2007, the FASB issued Statement 159 "Fair Value Option". Statement 159 will become effective for financial statements issued for fiscal years beginning November 15, 2007, and interim periods within those fiscal years. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is expected to expand the use of fair value measurement for accounting for financial instruments. The Company is currently evaluating potential impact, if any, that the adoption of Statement 159 "Fair Value Option" will have on the statements.

- 28 -


EX-99.2 3 exhibit99-2.htm MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED FEBRUARY 29, 2008 Filed by Automated Filing Services Inc. (604) 609-0244 - Grandview Gold Inc. - Exhibit 99.2

GRANDVIEW GOLD INC. – "MANAGEMENT’S DISCUSSION AND ANALYSIS"
THREE MONTHS AND NINE MONTHS ENDED FEBRUARY 29, 2008

The following Management Discussion and Analysis (“MD&A”) reviews the financial condition and results of operations of Grandview Gold Inc. (“Grandview” or the “Company”), formerly Consolidated Grandview Inc., for the three-month period ended February 29, 2008 (“third quarter 2008”) and the nine-month period ended February 29, 2008 (“nine-month period 2008”) and its financial position as at February 29, 2008. The MD&A should be read in conjunction with Grandview’s audited annual financial statements and related notes, and MD&A as at May 31, 2007.

Grandview’s financial statements were prepared in accordance with accounting principals generally accepted in Canada (“Canadian GAAP”). Unless otherwise stated, all amounts discussed herein are denominated in Canadian dollars. A summary of the differences in Canadian GAAP and those generally accepted in the United States (“US GAAP”), which affects the Company, is contained in Note 10 to the financial statements for the third quarter 2008.

Additional information relating to the Company and subsequent press releases, have been filed electronically through the System for Electronic Document Analysis and Retrieval (“SEDAR”) and is available online at www.sedar.com, or at the Company’s website at www.grandviewgold.com

The Company’s shares are listed on the Toronto Stock Exchange (the “TSX”) under the trading symbol “GVX”. Grandview also publicly lists its securities on the NASDAQ OTC Bulletin Board, under the symbol “GVGDF”.

The comparative reporting periods last year are the three-month period ended February 28, 2007 (“third quarter 2007”) and the nine-month period ended February 28, 2007 (“nine-month period 2007”).

This MD&A was prepared on April 14, 2008.

Forward Looking Statements

This MD&A includes certain forward-looking statements within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the near future, including future business strategy, goals, exploration programs or other such matters are forward-looking statements. When used in this MD&A, the words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from future results expressed or implied by such forward-looking statements. Such factors include, among others, risks related to joint venture operations, actual results of current or planned exploration activities, changes in project parameters as plans continue to be refined, unavailability of financing, fluctuations in precious metal prices and other such factors. Accordingly, the reader should not place undue reliance on forward-looking statements by the Company. Statements speak only as of the date on which they are made.

OVERALL PERFORMANCE

Overview and Corporate History

Grandview is a mineral exploration Company focused on creating value for shareholders by exploring and, if warranted, developing gold properties in North America. Grandview continues to be involved in the acquisition, exploration and, if warranted, the development of properties for the mining of precious metals in Ontario and Manitoba, Canada and Nevada, USA.


Grandview was incorporated in 1945 and was primarily engaged in the mineral exploration and resource sector up to 1987, when trading of the Company’s securities ceased. In November 1998, Grandview invested in Navitrak International – a company involved in high-technology products involving global positioning systems (GPS). During the next three years, Grandview pursued this investment opportunity, but subsequently decided to return to mineral exploration and mining.

On March 26, 2004, the Company put a new management team in place, identified an exploration property of merit with a geological report in accordance with the National Instrument 43-101, and acquired an option to earn an interest in the Pony Creek/Elliot Dome Properties; the terms of which it subsequently fulfilled (refer below).

Properties and Projects

Pony Creek / Elliot Dome Properties in the State of Nevada, USA

Grandview has an 80% undivided interest in the Pony Creek and Elliot Dome properties, both in Elko County, Nevada.

In terms of an option agreement between the Company and Mill City, dated April 14, 2005, Mill City has exercised its option to dilute its 40% participating interest in the Pony Creek / Elliot Dome Properties to a 20% carried interest, up to and including the date on which the bankable feasibility study is completed by the Company. At that time Mill City shall convert its 20% carried interest to a 20% participating interest. The acceptance by Mill City of the terms of the Company’s earn in immediately converts the Company’s 60% interest to a 80% interest in the Pony Creek / Elliot Dome Properties.

Work at Pony Creek/Elliot Dome for the third quarter centered on compiling and organizing data gathered from the summer exploration program, report writing and initial planning of logistics and permitting for the upcoming summer drilling program.

Exploration costs of $48,520 were incurred during the third quarter 2008 on the Pony Creek / Elliot Dome Properties, compared with $238,245 for the third quarter 2007. Exploration costs incurred during the nine-month period 2008 were $1,242,214, compared with $2,318,771 for the nine-month period 2007. Cumulative exploration costs incurred from the inception of the exploration stage to February 29, 2008 are $5,628,671.

Red Lake Properties – Loisan, Dixie Lake and Sanshaw-Bonanza in Ontario, Canada

Grandview has a 100% interest in eight mining claims, covering approximately 60 hectares, located in Red Lake, Ontario, Canada (the “Loisan Property”).

Grandview has a 64% interest in the Dixie Lake Property, located in the Red Lake Mining District, Ontario, Canada (the “Dixie Lake Property”). The Company obtained this interest by fulfilling the terms of its original option agreement with Fronteer Development Group Inc. (“Fronteer”). Under the terms of the option agreement, dated August 26, 2005, the Company had a right to earn an undivided 51% interest in the Property by incurring exploration expenditures of $300,000, which it has, making payments totaling $75,000 to the underlying property vendor and by issuing 160,000 shares of the Company at $1.25 per share (for a total value of $200,000) to a third party as a finder’s fee. The Company recently presented a detailed accounting of its US$1,711,000 exploration program completed to date, as well as plans for exploration moving forward. Fronteer accepted, in writing, the Company’s earn-in and has further informed the Company that, as per the terms of the option agreement, it will exercise its option to dilute its 49% participating interest to a 36% participating interest in the property.

Grandview has an option to acquire a 60% interest in ten (10) unpatented and two (2) patented mining claims, located on Red Lake, Ontario (the “Sanshaw-Bonanza Property”). Grandview may earn this interest, under an amended agreement with EMCO Corporation SA (“EMCO”), by incurring $500,000 in


resource exploration and development expenditures and by issuing 100,000 common shares of the Company in addition to the 55,000 shares already issued to EMCO (155,000 common shares were issued and valued at $57,000 up to August 31, 2007) and also by issuing 200,000 warrants at an exercise price of $1.40 per share (which expires 36 months from the date of issuance).

During the quarter, a limited drill program was carried out on the Dixie Lake property while waiting for ice conditions to permit access to targets on the Bonanza property. Two holes were drilled at the New South Zone and the first hole successfully intersected the gold bearing quartz discovered last year. Results for the second hole are pending. This data will be compiled with previous information for interpretation and ongoing exploration planning.

Exploration costs of $375,562 were incurred during the third quarter 2008 on the Red Lake Properties, compared with $76,659 for the third quarter 2007. Exploration costs of $1,233,251 were incurred during the nine-month period 2008, compared with $206,667 for the nine-month period 2007. Cumulative exploration costs incurred from the inception of the exploration stage to February 29, 2008 are $2,764,411.

Rice Lake Properties – Bissett, Gem, Angelina and Banksian in Manitoba, Canada

Grandview owns a 100% interest in five (5) mining claims, located in Manitoba, Canada (the “Bissett Gold Camp Claims”.

Grandview has an option to acquire a 50% interest in the Gem Property, a property consisting of seven (7) claims covering 1,594 hectares, located near Rice Lake, Manitoba (the “Gem Property”). Grandview may earn this interest by completing $250,000 in exploration work by December 31, 2007. In January, the company successfully negotiated an extension to the Gem Property to December 31, 2008. In return for the extension, Grandview forwarded digital information from the airborne geophysical survey completed by Grandview in 2006 to Marum Resources. Marum Resources will process the data and combine that information with other data in its possession. Marum Resources will then share the information with Grandview once compiled.

Grandview has a 100% interest in twenty-four (24) unpatented mining claims in the Long Lake – Cat Lake area of southeastern Manitoba, covering approximately 3,975 hectares (the “GVG Property”).

Grandview has a 100% interest in four (4) unpatented mining claims covering 351 hectares in the Rice Lake belt in southeastern Manitoba (the “Angelina Property”).

Grandview has a 100% interest in fourteen (14) unpatented mining claims in the Banksian Lake area of southeastern Manitoba, covering 2,824 hectares (the “Banksian Property”).

Exploration costs of $70,540 were incurred during the third quarter 2008 on the Rice Lake Properties, compared with $89,192 for the third quarter 2007. Exploration costs of $405,754 were incurred during the nine-month period 2008, compared with $204,363 for the nine-month period 2007. Cumulative exploration costs incurred from the inception of the exploration stage to February 29, 2008 are $1,074,351.

Rocky Ridge Property in Manitoba, Canada

Grandview has an option to acquire a 70% interest in 7 mining claims, located in the Lac du Bonnet mining district of Manitoba (the “Rocky Ridge Property”). Grandview may earn this interest by incurring $600,000 in resource exploration and development expenditures, making $85,000 in payments and issuing 225,000 shares of the Company, over a 2-year period.

The Company allowed its option to lapse on this property during the previously reported quarter, due to poor drill results.


Exploration costs of ($2,150) and $177,970 were incurred on the Rocky Ridge Property during the third quarter 2008 and the nine-month period 2008 respectively, compared with $391,171 for the third quarter 2007 and $610,921 for the nine-month period 2007. Cumulative exploration costs incurred from the inception of the exploration stage to February 29, 2008 are $726,374.

Private Placements

On July 6, 2007, the Company completed a private placement offering of 8,589,000 units, with each such unit being comprised of one common share and one half of one purchase warrant where each whole purchase warrant is exercisable into one additional common share upon payment of $0.65, at the subscription price of $0.40 per unit for total gross proceeds of $3,435,600. The proceeds from the offering are being used by the Company to fund its exploration programs on its Canadian and US properties and for general working capital. At the same time, the Company closed a non-brokered placement on the same terms for additional proceeds of $50,000 on the sale of a further 125,000 units. In connection with the brokered placement, Grandview paid a cash fee to an agent of 8% ($274,848) of the gross proceeds raised under the brokered placement and also issued broker warrants to acquire 8% of the total number of units issued under the brokered placement at a price of $0.40 per unit for a period of 24 months from closing. In addition, Grandview also paid a cash work fee of $7,500 for certain services of the Agent. Other costs associated with the private placement amounted to $103,497.

In connection with this offering, the Company secured the consent of its shareholders at a special meeting, which occurred on May 17, 2007. A special meeting was required to be called in order to approve this placement under TSX policies as the total number of common shares issuable thereunder exceeded 25% of the then issued and outstanding capital of the Company.

On December 21, 2007, the Company closed a brokered private placement with Bolder Investment Partners, Ltd. The brokered placement resulted in the issuance of 1,312,000 units in the capital of the Company at a purchase price of $0.55 per unit for gross proceeds of $721,600 and 605,000 flow-through shares at a purchase price of $0.65 per share for gross proceeds of $393,250. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant is exercisable to acquire one further common share of the Company at a price of $0.70 for a period of 24 months from closing.

In connection with the brokered placement, Grandview paid a cash fee to the Agent of 8% of the gross proceeds raised under the brokered placement and also issued broker options to acquire 8% of the total number of units issued under the brokered placement at a price of $0.60 per unit for a period of 24 months from closing.

On December 28, 2007, the Company closed a non-brokered private placement. The non-brokered placement resulted in the issuance by Grandview of a total of 538,000 flow-through shares at a purchase price of $0.65 per flow-through share for gross proceeds of $349,700.

Flow-through Shares

During the period from January 1, 2007 to December 31, 2007, the Company issued an aggregate of 1,143,000 flow-through common shares for total proceeds of $742,950. Exploration expenditures of $742,950 were renounced effective December 31, 2007. Refer also the “Results of Operations” section for further discussion of the tax consequences of issuing flow-through shares.

Stock Option Transactions

The Company granted 2,000,000 options to directors, officers, geologists and consultants of the Company, effective September 28, 2007. Each such option is exercisable at a price of $0.68 for a period of five years. All the options granted vested immediately.


975,000 stock options were cancelled during the nine-month period 2008.

RESULTS OF OPERATIONS

Third Quarter 2008

Grandview incurred a net loss of $34,115 for the third quarter 2008, compared with a loss of $666,918 for the third quarter 2007. The decrease in net loss for the third quarter 2008 compared to the third quarter 2007 is due predominantly to:

-

The decrease in stock option compensation expense of $131,500; $nil incurred during the third quarter 2008, compared with $131,500 for the third quarter 2007. The Company’s issued stock options vested completely and were all expensed during the previous reporting period.

 

-

The decrease of $96,678 in flow through interest expense (third quarter 2008: $44,688; third quarter 2007: $141,366).

 

-

The tax recovery of $215,456 reported during the third quarter 2008, compared with $nil for the third quarter 2007. The renunciation of $742,950 in flow-through expenditures for the period January 1 2007 to December 31, 2007 created a future income tax recovery of approximately $215,456, which was allocated as a cost of issuing the flow-through shares.

Cash flows used in operating activities for the third quarter 2008 of $99,957 compares with $430,290 for the third quarter 2007. The decrease in cash flows used in operating activities during the third quarter 2008 compared with the third quarter 2007 is due to:

-

The positive effect on cash of expenses prepaid during the previously reported quarter of $73,807.

 

-

The positive effect on cash of the net GST and sundry receivable inflow of $127,561 during the third quarter 2008, compared with the net GST and sundry receivable outflow of $42,046 during the third quarter 2007.

 

-

The decrease in flow-through interest expense of $96,678 for the third quarter 2008, compared with the third quarter 2007.

Nine Months 2008

Grandview incurred a net loss of $2,135,426 for the nine-month period 2008, compared with a loss of $2,432,411 for the nine-month period 2007. The decrease in net loss for the nine-month period 2008 compared with the nine-month period 2007 is due predominantly to:

-

The tax recovery of $215,456 reported during the nine-month period 2008, compared with $nil for the nine-month period 2007.

 

-

The beneficial impact of the decrease in stock option compensation of $298,912 ($1,003,275 incurred during the nine-month period 2008, compared with $1,302,187 for the nine-month period 2007), offset by increased investor relations, business development and reporting issuer maintenance costs of $414,237 ($772,967 incurred during the nine-month period 2008, compared with $358,730 for the nine-month period 2007).

 

-

The reduction in flow-through interest expense of $96,678 ($44,668 incurred during the nine-month period 2008, compared with $141,366 for the nine-month period 2007).




-

The decrease overall in the cost of management services, professional fees and office and administration of $91,179 when comparing the nine-month period 2008 with the nine-month period 2007.

Grandview’s asset base has improved considerably since the corresponding period last year as a result of capital raised by the Company through private placements.

SUMMARY OF QUARTERLY RESULTS

The following tables set out financial performance highlights for the past eight quarters.

  Third Second First Fourth
  Quarter Quarter Quarter Quarter
  Feb. 29, Nov. 30, Aug. 31, May. 31,
  2008 2007 2007 2007
Revenue $ 0 $ 0 $ 0 $ 0
Expenses 264,491 1,731,395 375,811 370,329
Net income (loss) (34,115) (1,711,526) (389,785) 193,241
Net income (loss) per share (0.00) (0.05) (0.01) 0.01
Cash flows used in operating activities (99,957) (956,614) (259,747) (269,368)
Cash and cash equivalents, end of 1,927,043 1,146,482 2,965,747 1,299,277
period        
Assets 12,383,498 11,312,038 12,064,680 9,217,009

  Third Second First Fourth
  Quarter Quarter Quarter Quarter
  Feb 28, Nov. 30, Aug. 31, May. 31,
  2007 2006 2006 2006
Revenue $ 0 $ 0 $ 0 $ 0
Expenses 666,918 858,082 928,995 507,216
Net income (loss) (666,918) (851,293) (914,200) 54,214
Income (loss) per share (0.03) (0.04) (0.05) (0.00)
Cash flows used in operating activities (430,290) (335,602) (633,346) (438,508)
Cash and cash equivalents, end of 1,083,491 550,393 2,343,105 3,802,800
period        
Assets 8,357,714 7,138,846 7,211,013 7,651,243

LIQUIDITY AND CAPITAL RESOURCES

Grandview’s working capital on February 29, 2008, was $1,990,818 compared with $1,575,617 on May 31, 2007. The cash balance on February 29, 2008 was $924,008 and short-terms investments were $1,003,035, compared with a cash balance of $1,299,277 on May 31, 2007.

Share Capital Continuity Number of Amount
     Shares  
Balance, May 31, 2007 24,841,890 $ 11,019,703
Private placements 11,169,000 4,950,150
Warrants valuation - (966,452)
Mineral property acquisition 100,000 35,000
Exercise of warrants 147,875 66,544
Exercise of warrants valuation - 36,673



Cost of issue - cash laid out - (487,499)
Cost of issue - broker warrants valuation - (248,629)
Flow-through cost of issue - (215,456)
Balance, February 29, 2008 36,258,765 $ 14,190,034

Warrants Continuity Number of Weighted
  Warrants Average
    Exercise
    Price
Balance, May 31, 2007 6,581,583 $ 1.18
Issued (Note 4(b)) 5,853,480 0.62
Issued (1) 73,937 0.65
Exercised (147,875) 0.45
Balance, February 29, 2008 12,361,125 $ 0.92

Stock Options Continuity Number of Weighted
  Stock Average
  Options Exercise
    Price
Balance, May 31, 2007 2,850,000 $ 1.22
Granted (1) 2,000,000 0.68
Expired/cancelled (975,000) 1.17
Balance, February 29, 2008 3,875,000 $ 0.96

The Company does not earn any revenue from its exploration and development activities.

While Grandview is dependant on the success of financing initiatives, management intends to strictly control all expenses and focus on creating value for shareholders by exploring and developing high-grade gold properties which it believes are to be the most promising.

Disclosure of Outstanding Share Data

The Company is authorized to issue an unlimited number of shares. As of April 14, 2008, the Company had outstanding 36,258,765 common shares; 12,361,125 warrants; and 3,875,000 stock options.

RELATED PARTY TRANSACTIONS

Included in management services expense for the third quarter 2008 and the nine-month period 2008 is $nil paid to a former President of the Company for consulting fees, travel expenses and management fees (third quarter 2007 $nil and for the nine-month period 2007: $5,000 in consulting fees and $6,422 in travel expenses).

The chairman of the Grandview’s board of directors was paid $15,000 and $51,000 for consulting services during the third quarter 2008 (third quarter 2007 - $19,500) and nine-month period 2008 respectively (nine-month period 2007: $52,250).

Consulting fees of $37,500 were paid to the president and chief executive officer (“CEO”) of the Company during the third quarter 2008 (third quarter 2007: $37,500). Also paid during the third quarter 2008 were $6,000 in car and office allowances (third quarter 2007: $6,000) and $608 in travel expenses (third quarter 2007: $4,708).


Consulting fees of $112,500 were paid to the CEO during the nine-month period 2008 (nine-month period 2007: $67,750). Also paid during the nine-month period 2008 were $18,000 in car and office allowances (nine-month period 2007: $8,000) and $9,485 in travel expenses (nine-month period 2007: $8,223).Total consulting fees and car and office allowances of $130,500 paid for the nine-month period 2008 were capitalized to mining interests (nine-month period 2007: $nil).

The CEO was advanced a loan of $90,000 on October 31, 2006. The loan bears no interest and is due on October 31, 2009.

A company with whom a director of the Company is affiliated was paid $nil for consulting services during the third quarter 2008 and nine-month period 2008 (third quarter 2007: $10,000; nine-month period 2007: $70,000).

Consulting services expenses of $21,000 were paid to the Chief Financial Officer of the Company for the third quarter 2008 (third quarter 2007: $nil). Consulting service expenses of $60,333 were paid during the nine-month period 2008, compared with $21,000 for the nine-month period 2007.

OFF-BALANCE SHEET ARRANGEMENTS

See description of option agreements under the “Properties and Projects” section.

PROPOSED TRANSACTIONS

There are no proposed transactions at this time, although the Company does evaluate potential merger, acquisition, investment and joint venture opportunities.

CRITICAL ACCOUNTING ESTIMATES AND ACCOUNTING POLICIES

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities at the date of the financial statements and the reported amount of certain revenue and expenses during the period. Actual results could differ significantly from those estimates.

Critical Accounting Estimates and Assumptions

Assessment of Recoverability of Mineral Property Costs

The Company’s recorded value of its exploration properties is based on historical costs that expect to be recovered in the future. The Company’s recoverability evaluation is based on market conditions for minerals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale.

Assessment of Recoverability of Future Income Tax Assets

In preparing the consolidated financial statements, the Company is required to estimate its income tax obligations. This process involves estimating the actual tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. The Company assesses, based on all available evidence, the likelihood that the future income tax assets will be recovered from future taxable income and, to the extent that recovery cannot be considered “more likely than not,” a valuation allowance is established. If the valuation allowance is changed in a period, an expense or benefit must be included within the tax provision on the consolidated income statement.


Estimate of Stock Based Compensation and Associated Assumptions

The Company recorded stock-based compensation based on an estimate of the fair value on the grant date of stock options issued. This accounting required estimates of interest rate, life of options, stock price volatility and the application of the Black-Scholes option pricing model.

Assessment of Recoverability of Receivables Including VAT

The carrying amount of accounts receivables, and Value Added Tax are considered representative of their respective values. The Company assesses the likelihood that these receivables will be recovered and, to the extent that recovery is considered doubtful a provision for doubtful accounts is recorded.

Estimate of Fair Value of Financial Instruments

Where the fair value of a financial instrument is different than its carrying value disclosure of the estimated fair value is required. The fair value disclosed is based on management estimates using assumptions such as market interest rates.

Going Concern Assumption

These consolidated financial statements have been prepared using Canadian generally accepted accounting principles applicable to a going concern, which contemplate the realization of assets and settlement of liabilities in the normal course of business as they come due.

The Company's ability to continue as a going concern is dependent upon its ability to fund its working capital and exploration requirements and eventually to generate positive cash flows, either from operations or sale of properties. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern assumption inappropriate, and these adjustments could be material.

Asset Retirement Obligations

Future costs to retire an asset including dismantling, remediation and ongoing treatment, and monitoring of the site are recognized and recorded as a liability at fair value. The liability is accreted, over time through periodic charges to earnings. In addition, asset retirement costs are capitalized as part of the asset's carrying value and amortized over the asset’s useful life.

The Company has no obligations relating to retirement of its assets as at February 29, 2008 and May 31, 2007 and no liability has been recognized.

Critical Accounting Policies

Income Tax

The Company accounts for income taxes in accordance with the asset and liability method. The determination of future income tax assets and liabilities is based on the differences between the financial statement and the income tax bases of assets and liabilities, using substantively enacted tax rates in effect for the period in which the differences are expected to reverse. Future income tax assets are recorded to recognize tax benefits only to the extent that, based on available evidence, it is more likely than not that they will be realized.

Mineral Property Costs

Direct exploration and development costs are deferred in the accounts, net of amounts recovered from third parties, including receipts from options. At production, these costs will be amortized using the units-


of production method based on estimated reserves. Costs relating to properties abandoned are written off when the decision to abandon is made, or earlier if a determination is made that the property does not have economically recoverable reserves.

The recorded book value of the Company's mineral properties in North America is not intended to reflect the present or future value of the gold projects. The Company is in the process of exploring and developing its properties in North America. On a regular basis, the Company reviews the carrying values of deferred mineral property acquisition and exploration expenditures with a view to assessing whether there has been any impairment in value. If after the review, it is determined that the carrying amount of a mining interest is impaired, that mining interest is written-down to its estimated net realizable value. A mining interest is reviewed for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable.

The amounts shown for mining properties do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof.

Cash and Cash Equivalents

Cash and cash equivalents are comprised of highly liquid investments with maturity of 3 months or less at the date of original issue.

Flow-through Financing

The Company has financed a portion of its exploration activities through the issue of flow through shares, which transfer the tax deductibility of exploration expenditures to the investor. Proceeds received on the issue of such shares have been credited to capital stock and the related \ exploration costs have been charged to mineral properties. Resource expenditure deductions for income tax purposes related to exploration and development activities funded by flow-through share arrangements are renounced to investors in accordance with income tax legislation. When these expenditures are renounced, temporary taxable differences created by the renunciations reduce share capital.

Loss per Share

Basic loss per share is determined by dividing the net loss by the weighted average number of ordinary shares outstanding during the financial period. Diluted loss per share is the same as basic loss per share as the effect of potential issues of shares under option or from warrant exercises would be anti-dilutive.

Revenue recognition

Gains and losses on sale of marketable securities and properties are recognized when realized. Interest income is recognized on the accrual basis.

Share issue costs and reorganization costs

Share issue costs are recorded as a reduction of share capital. Reorganization costs are charged to deficit.

Translation of foreign currencies

Foreign currency accounts are translated into Canadian dollars as follows: At the transaction date, each asset, liability, revenue or expense is translated into Canadian dollars by the use of the exchange rate in effect at that date. At the year end date, monetary assets and liabilities are translated into Canadian


dollars by using the exchange rate in effect at that date and the resulting foreign exchange gains and losses are included in operations in the current period.

Accounting Policy Choice for Transaction Costs

On June 1, 2007, the Emerging Issues Committee of the CICA issued Abstract No. 166, Accounting Policy Choice for Transaction Costs (EIC-166). This EIC addresses the accounting policy choice of expensing or adding transaction costs related to the acquisition of financial assets and financial liabilities that are classified as other than held-for-trading. Specifically, it requires that the same accounting policy choice be applied to all similar financial instruments classified as other than held-for-trading, but permits a different policy choice for financial instruments that are not similar. The Company has adopted EIC-166 effective September 30, 2007 and requires retroactive application to all transaction costs accounted for in accordance with CICA Handbook Section 3855, Financial Instruments – Recognition and Measurement. The Company has evaluated the impact of EIC 166 and determined that no adjustments are currently required.

Changes in Accounting Policies including Initial Adoption

Comprehensive Income, Equity, Financial Instruments and Hedges

On October 1, 2006, the Company adopted CICA Handbook Sections 1530, "Comprehensive Income", Section 3251 "Equity", Section 3855, "Financial Instruments - Recognition and Measurement", Section 3861, "Financial Instruments - Disclosure and Presentation" and Section 3865, "Hedges."

Section 1530 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.

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 in the balance sheet at fair value except for loans and receivables, held to maturity investments and other financial liabilities which are measured at amortized cost.

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.

Under adoption of these new standards, the Company designated its cash and cash equivalents as held-for-trading, which are measured at fair value. GST and sundry receivable, prepaid expenses, exploration advances and due from a related party are classified as loans and receivables, which are measured at amortized cost. Accounts payable and accrued liabilities and are classified as other financial liabilities, which are measured at amortized cost.

Section 3861 establishes standards for presentation of financial instruments and non-financial derivatives, and identifies the information that should be disclosed about them. Under the new standards, policies followed for periods prior to the effective date generally are not reversed and therefore, the comparative figures have not been restated except for the requirement to restate currency translation adjustment as part of other comprehensive income.


Section 3865 describes when and how hedge accounting can be applied as well as the disclosure requirements. Hedge accounting enables the recording of gains, losses, revenues and expenses from derivative financial instruments in the same period as for those related to the hedged item.

The adoption of these Handbook Sections had no impact on opening deficit.

Future Accounting Changes

Accounting Changes

In July 2006, the Accounting Standards Board ("AcSB") issued a replacement of The Canadian Institute of Chartered Accountants' Handbook ("CICA Handbook") Section 1506, Accounting Changes. The new standard allows for voluntary changes in accounting policy only when they result in the financial statements providing reliable and more relevant information, requires changes in accounting policy to be applied retrospectively unless doing so is impracticable, requires prior period errors to be corrected retrospectively and calls for enhanced disclosures about the effects of changes in accounting policies, estimates and errors on the financial statements.

The impact that the adoption of Section 1506 will have on the Company's results of operations and financial condition will depend on the nature of future accounting changes.

Capital Disclosures and Financial Instruments – Disclosures and Presentation

On December 1, 2006, the CICA issued three new accounting standards: Handbook Section 1535, Capital Disclosures, Handbook Section 3862, Financial Instruments – Disclosures, and Handbook Section 3863, Financial Instruments – Presentation. These standards are effective for interim and annual consolidated financial statements for the Company's reporting period beginning on June 1, 2008.

Section 1535 specifies the disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance.

The new Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments — Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks. The Company is currently assessing the impact of these new accounting standards on its consolidated financial statements.

United States GAAP

Refer also Note 10 to the annual audited financial statements for a discussion of GAAP accounting pronouncements in the United States (“US”) that have or may in subsequent reporting periods affect the differences reported by the Company between Canadian GAAP and US GAAP.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

At the close of the most recent fiscal period, the financial instruments of the Company consisted of accounts receivable, accounts payable and accrued liabilities. Grandview does not expect to be exposed to significant interest, currency or credit risks arising from these financial instruments. The Company estimates that the fair values of all its financial instruments approximate their carrying values.


CONTROLS AND PROCEDURES

The CEO and CFO have evaluated the effectiveness of the Company's disclosure controls and procedures and assessed the design of the Company's internal controls over financial reporting as of February 29, 2008, pursuant to the requirements of Multilateral Instrument 52-109.

Management has concluded that, as of February 29, 2008, such financial reporting disclosure controls and procedures and the design of the Company’s internal controls over financial reporting were effective.

Management in not aware of any changes in its internal controls over financial reporting during the third quarter 2008 and nine-month period 2008 that would materially affect, or is reasonably likely to materially affect, its internal controls over financial reporting.

OUTLOOK

These are certainly interesting, if not uncomfortable times to be an investor in the stock markets. The credit issues in United States have had a dramatic impact on the economy and stock markets not only in North America, but around the world. Investors have become very risk adverse and as a consequence, liquidity in the markets has been reduced significantly, as evidenced by the stock charts of most junior gold/silver companies and the apparent lack of financings taking place.

In times like these many people end up sitting on their hands wondering what to do. Grandview will continue to push ahead with our strategy of evaluating, securing and exploring quality projects within North American mining camps. An exploration company’s activities during such times can play a significant role in its future success. We are identifying many opportunities to acquire projects and companies and we are evaluating their relative merits and costs to acquire and explore. We will be prudent and will only pursue those opportunities that we believe will have a positive impact on the value of the company. We believe that the opportunities for gold exploration companies are excellent and that the impact of the credit issues in the United States creates greater opportunity.

We will continue to push forward on Pony Creek this summer and follow up on the success we had in our drill program last year. We are currently in the process of permitting with the BLM and lining up a drill contractor for a June start on the project. Drills remain in very strong demand in Nevada, but we have developed a good relationship over the years and that should help us moving forward.

We will evaluate the results of the drill programs carried out this winter in Red Lake and will formulate our next steps for the district. In Manitoba, we hope to have a strong program this summer. We will look to spend many man hours mapping and prospecting in the Rice Lake belt in the hopes of making a discovery. It is early stage work, but we are confident in our abilities and look forward to success this summer.

Over the next year the Company will continue to focus its’ exploration and project development efforts in the Carlin Trend of northeastern Nevada, the Red Lake area of northwestern Ontario and the Rice Lake area of southeastern Manitoba. We are about to embark on our first drill program at the Bonanza property in Red Lake as ice conditions are improving. We will also follow up on the newly discovered NS Zone at the Dixie Lake property in Red Lake this winter. Exploration efforts will shift in the summer months to the Rice Lake reconnaissance program in Manitoba and we will also mobilize drills to the Pony Creek property in Nevada to continue to trace mineralization intersected last year in the resource area.

We will adhere to our stated strategy and continue to explore some of the best real estate in North America for gold mineralization. We are aggressively pursuing new opportunities both in Canada and Nevada to continue to build value for our shareholders.


RISKS AND UNCERTAINTIES

At the present time, Grandview does not hold any interest in a mining property in production. Therefore, the Company’s viability and potential success lies in its ability to develop, exploit and generate revenues from potential mineral deposits discoveries resulting from planned exploration programs on its properties or its option agreements. Revenues, profitability and cash flow from any future mining operations involving the Company will be influenced by precious metal prices and by the relationship of such prices to the production costs. Such prices have fluctuated widely in the past, affected by numerous factors beyond the Company’s control.

Grandview has limited financial resources and there are no assurances that additional funding will be available for further exploration and development of it projects or to fulfill its obligations under applicable option agreements. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there is no assurance that it will be able to obtain such additional financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the property interests of the Company with the possible dilution or loss of such property interest.


EX-99.3 4 exhibit99-3.htm CERTIFICATION Filed by Automated Filing Services Inc. (604) 609-0244 - Grandview Gold Inc. - Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, Paul Sarjeant, Chief Executive Officer of Grandview Gold Inc., certify that:

1.

I, have reviewed the interim filings (as this term is defined in Multilateral Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Grandview Gold Inc. (the issuer) for the interim period ending February 29, 2008;

   
2.

Based on my knowledge, the interim filings do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

   
3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

   
4.

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:


  (a)

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide a reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

     
  (b)

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide a reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and


5.

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.


Date: April 14, 2008  
   
“Paul Sarjeant”  
Paul Sarjeant  
Chief Executive Officer  


EX-99.4 5 exhibit99-4.htm CERTIFICATION Filed by Automated Filing Services Inc. (604) 609-0244 - Grandview Gold Inc. - Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, Ernest Cleave, Chief Financial Officer of Grandview Gold Inc., certify that:

1.

I, have reviewed the interim filings (as this term is defined in Multilateral Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Grandview Gold Inc. (the issuer) for the interim period ending February 29, 2008;

   
2.

Based on my knowledge, the interim filings do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

   
3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

   
4.

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:


  (a)

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide a reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

     
  (b)

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide a reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and


5.
I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

 
Date: April 14, 2008  
   
“Ernest Cleave”  
Ernest Cleave  
Chief Financial Officer  


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-----END PRIVACY-ENHANCED MESSAGE-----