-----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, Q2VDc77EhbtPf7wI11ne71lqdzkQp/+aZ7T2qxb+Qo5US7W1WxcrZKwH7OttEY/H FBuzgllUA/h8zxMUhk/g1w== 0001012410-07-000070.txt : 20070606 0001012410-07-000070.hdr.sgml : 20070606 20070605181334 ACCESSION NUMBER: 0001012410-07-000070 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070605 FILED AS OF DATE: 20070606 DATE AS OF CHANGE: 20070605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK MOUNTAIN CAPITAL CORP CENTRAL INDEX KEY: 0000781885 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 330645339 STATE OF INCORPORATION: B0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13966 FILM NUMBER: 07902132 BUSINESS ADDRESS: STREET 1: PO BOX 28051 HARBOUR CENTRE CITY: VANCOUVER STATE: A1 ZIP: V6B 4L8 BUSINESS PHONE: 6046628808 MAIL ADDRESS: STREET 1: P O BOX 28051 HARBOUR CENTER CITY: VANCOUVER STATE: A1 ZIP: V6B 4L8 FORMER COMPANY: FORMER CONFORMED NAME: MERCURY PARTNERS & CO INC DATE OF NAME CHANGE: 20000403 FORMER COMPANY: FORMER CONFORMED NAME: MIDLAND HOLLAND INC DATE OF NAME CHANGE: 19990609 FORMER COMPANY: FORMER CONFORMED NAME: HARISTON CORP DATE OF NAME CHANGE: 19940719 6-K 1 blackmountain6-k.htm BLACK MOUNTAIN FORM 6-K blackmountain6-k.htm



U.S. 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


June 5, 2007

Commission File No.:  0-13966

BLACK MOUNTAIN CAPITAL CORPORATION
(Translation of Registrant's name into English)

900-555 Burrard Street, Vancouver, B.C.  V7X 1M8
(Address of principal executive office)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or 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 the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

o Yes
 
x No

If "Yes" is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): n/a



 
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.


Registrant:           BLACK MOUNTAIN CAPITAL CORPORATION


By:                         /s/ Navchand Jagpal
                              NAVCHAND JAGPAL, PRESIDENT


Date:                     June 5, 2007




EXHIBIT INDEX

Exhibit No.
 
Description
     
99.1
 
Financial Statements
99.2
 
Management's Discussion & Analysis
99.3
 
CEO Certification
99.4
 
CFO Certification

EX-99.1 2 ex99_1.htm FINANCIAL STATEMENTS ex99_1.htm






BLACK MOUNTAIN CAPITAL CORPORATION
(formerly Mercury Partners & Company Inc.)

First Quarter Report
March 31, 2007























Black Mountain's shares are quoted on the NASD OTC Bulletin Board in the United States under the symbol "BMMUF" and on the TSX Venture Exchange, in U.S. dollars under the symbol "BMM.U".
 
 
 
 
 

 
 
NOTICE TO SHAREHOLDERS

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 consolidated 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 financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.


















 
 

 
 
BLACK MOUNTAIN CAPITAL CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars)
 
   
March 31,
2007
   
December 31,
2006 (1)
 
ASSETS
           
CURRENT
           
Cash and cash equivalents
  $
438,536
    $
446,112
 
Loans, prepaids and receivables (Note 3)
   
2,340
     
2,340
 
     
440,875
     
448,452
 
                 
                 
Total assets
  $
440,875
    $
448,452
 
                 
                 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
CURRENT
               
     Accounts payable and accrued liabilities
  $
67,835
    $
67,976
 
                 
Loan payable (Note 4)
   
342,936
     
342,936
 
                 
Shareholders' equity
               
Capital stock
               
Authorized
               
          Unlimited number of common shares
               
           Unlimited number of Class A preferred shares
               
Issued and outstanding – 11,033,514 common shares
   
2,649,089
     
2,649,089
 
Additional paid-in capital
   
971,859
     
971,859
 
Cumulative translation adjustment
   
383,820
     
377,085
 
Deficit
    (3,974,664 )     (3,960,493 )
Total shareholders’ equity
   
30,104
     
37,540
 
Total liabilities and shareholders’ equity
  $
440,875
    $
448,452
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
(1)  Audited
 
 
 
 

 
 
BLACK MOUNTAIN CAPITAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in U.S. dollars)
 
   
Three Months Ended
March 31,
 
   
2007
   
2006
 
             
REVENUE
  $
2,081
    $
8,625
 
                 
EXPENSES
               
                 
General and administrative expenses (Note 5)
   
7,424
     
7,773
 
Directors and management fees
   
11,906
     
-
 
Interest expense
    (3,078 )    
5,123
 
     
16,252
     
12,896
 
Loss before other items
    (14,171 )     (4,271 )
                 
OTHER ITEMS
               
    Write-down marketable securities
   
-
      (3,876 )
    Gain (loss) on sale of long-term investments
   
-
     
13,237
 
    Gain on settlement of debt
   
-
     
23,633
 
    Total other expenses
   
-
     
32,994
 
                 
Net income (loss) for the period
    (14,171 )    
28,723
 
                 
Deficit, beginning of the period
    (3,960,493 )     (3,883,627 )
                 
Deficit, end of the period
  $ (3,974,664 )   $ (3,854,904 )
Basic and diluted income (loss) per share
  $ (0.002 )   $
0.005
 
Weighted average number of common shares outstanding
   
7,940,089
     
5,933,514
 



The accompanying notes are an integral part of these consolidated financial statements.


 
 

 
 
BLACK MOUNTAIN CAPITAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
 
   
Three Months Ended
March 31,
 
   
2007
   
2006
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income (loss) for the period
  $ (14,171 )   $
28,723
 
Items not affecting cash:
               
Write-down of marketable securities
   
-
     
3,876
 
(Gain) loss on the sale of long-term investments
   
-
      (13,237 )
Gain on settlement of debt
   
-
      (23,633 )
                 
Changes in non-cash working capital items
               
Increase in marketable securities
   
-
      (154 )
(Increase) decrease in loans and receivables
   
-
     
611
 
Decrease in accounts payable
    (140 )     (44,958 )
Net cash used in operating activities
    (14,311 )     (48,772 )
                 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Proceeds on sale of long-term investments
   
-
     
13,272
 
Net cash provided by investing activities
   
-
     
13,272
 
                 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
                 
Net cash provided by financing activities
   
-
     
-
 
                 
Effect of foreign exchange on cash
   
6,735
     
23,351
 
                 
Change in cash during the period
    (7,576 )     (12,149 )
Cash, beginning of the period
   
446,112
     
14,392
 
Cash, end of the period
  $
438,536
    $
2,243
 

 


The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
 

 
 
BLACK MOUNTAIN CAPITAL CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
These interim consolidated financial statements should be read in conjunction with the Company’s most recent annual consolidated financial statements.

1.    
Basis of Presentation

The consolidated financial statements contained herein include the accounts of the Company and its wholly-owned subsidiaries.

The interim period consolidated financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles. All financial summaries included are presented on a comparative and consistent basis showing the figures for the corresponding period in the preceding year. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual consolidated financial statements. Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These interim period statements should be read together with the audited consolidated financial statements and the accompanying notes included in the Company's latest annual report. In the opinion of the Company, its unaudited interim consolidated financial statements contain all adjustments necessary in order to present a fair statement of the results of the interim periods presented.

Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.

2.    
Organization and Operations

Black Mountain Capital Corporation (the "Company") is organized under the Yukon Business Corporations Act and changed its name from Mercury Partners & Company Inc. on May 2, 2005. The Company currently operates in the financial services industry in Canada, engaging in private equity, merchant banking, consulting activities and asset-based commercial lending.

All amounts are expressed in United States dollars except for certain amounts denoted in Canadian dollars ("CAD$").

3.    
Loans, Prepaids and Receivables

   
March 31,
2007
   
December 31, 2006
 
             
Receivables                                                                                      
   
2,340
     
2,340
 
Total                                                                                      
  $
2,340
    $
2,340
 

4.    
Loan Payable

 
The loan is payable to a private company of a director of the Company and bears interest at 6%.
 
 
 

 
 
5.    
General and Administrative Expenses
 
For the three months ended March 31, general and administrative expenses were comprised of the following:
 
   
March 31, 2007
   
March 31, 2006
 
Administration office and travel
  $
1,692
    $
85
 
Consulting fees, salaries and employee benefits
   
-
     
-
 
Non-recoverable GST
   
-
     
291
 
Professional fees
   
4,362
     
3,657
 
Regulatory, transfer agent and shareholder communications
   
1,370
     
3,740
 
Total
  $
7,424
    $
7,773
 

6.    
Capital Stock

   
Number of shares
   
Amount
 
Balance, beginning of period                                                                                            
   
5,933,514
    $
2,162,089
 
Private placements                                                                                            
   
5,100,000
     
487,000
 
Balance March 31, 2007 and December 31, 2006                                                                                            
   
11,033,514
    $
2,649,089
 

7.             Income (Loss) per Share
 
The weighted average number of common shares outstanding used in determiningincome loss) per share amounts was 7,940,089.

8.    
Summary of Securities Issued and Options Granted During the Period
 
During the years ended December 31,2006, 2005, 2004 and 2003 no stock options were granted, exercised, forfeited or cancelled, nor does the Company have any common shares held in escrow or subject to any pooling agreements.   As at March 31, 2007, there are no stock options remaining.

9.
Related Party Transaction

There were no related party transactions for this quarter ending March 31, 2007.

10.
Contingencies

 
Litigation

a)    A statement of claim has been filed against the Company to recover certain oil and gasproperties, which the claimant alleges were sold to it by the former management of theCompany. The Company believes these oil and gas properties were not included as part of the properties sold to the claimant. The Company has offered to transfer certain of the interests in exchange for a waiver of court costs.

b)    During the year ended December 31, 2003, Cybersurf Corp. (“Cybersurf”) filed astatementof claim alleging that the Company engaged in improper actions during theCompany’sattempt to replace the board of directors of Cybersurf at its annual general meeting held on November 28, 2002. The Company was Cybersurf’s largest shareholder until it sold its investment during the year ended December 31, 2004 for proceeds of $1,125,037 (CAD $1,575,000). During the year ended December 31, 2004, the Company paid a court judgment of $79,003 for costs related to the Company’s legal challenge to the election of directors of Cybersurf at its November 28, 2002 annual general meeting.

 
 

 
On March 23, 2005, the Company announced it had entered into an agreement to settleand dismiss its litigation with Cybersurf. The Company did not admit to any liability orwrongdoing. Pursuant to the settlement, the Company contributed $601,760 (CAD$725,000) in exchange for a full release of claims and a withdrawal of thecomplaints by Cybersurf. This amount and related legal costs of $699,793 (2005 – $118,827) were recorded as a loss on settlement of lawsuit for the year ended December 31, 2004.

c)            During the year ended December 31, 2005, the Company settled with the AlbertaSecurities Commission (the “ASC”) in respect of an alleged breach of takeover bid rulesand controlpersons’ reporting obligations. Pursuant to the terms of the settlement, the Company paid $40,693 to the ASC to, among other things, mitigate the continuing expense of protracted litigation. This amount and related legal costs of $55,396 were recorded as a loss on settlement of lawsuits for the year ended December 31, 2005.


11.
Directors and Executive Officers at March 31, 2007

Name of Director
Principal Position
Navchand Jagpal                                                                   
President, Secretary and CFO
Greg MacRae                                                                   
Director
Lewis Dillman                                                                   
Director

*  *  *





EX-99.2 3 ex99_2.htm MANAGEMENT'S DISCUSSION & ANALYSIS ex99_2.htm
Management's Discussion and Analysis of Financial Condition and
Results of Operations as at May 29, 2007

 The following management's discussion and analysis of the financial condition and results of operations of Black Mountain Capital Corporation (the "Company") should be read in conjunction with the Company's unaudited consolidated interim financial statements and related notes for the fiscal quarter ended March 31, 2007. The Company's financial statements included herein were prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and are expressed in U.S. dollars.  Additional information is presented to show the difference, which would result from the application of United States generally accepted accounting principles (“U.S. GAAP”) to the Company's financial information.  Certain reclassifications may have been made to the prior period’s financial statements to conform to the current period's presentation.

Forward-Looking Statements

Statements in this report, to the extent that they are not based on historical events, constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements appear in a number of different places in this report and include statements regarding the intent, belief or current expectations of the Company and its directors or officers, primarily with respect to the future market size and future operating performance of the Company and its subsidiaries. Forward-looking statements include, without limitation, statements regarding the outlook for future operations, forecasts of future costs and expenditures, evaluation of market conditions, the outcome of legal proceedings, the adequacy of reserves, or other business plans.  Investors are cautioned that any such forward-looking statements are not guarantees and may involve risks and uncertainties, and that actual results may differ from those in the forward-looking statements as a result of various factors such as general economic and business conditions, including changes in interest rates, prices and other economic conditions; actions by competitors; natural phenomena; actions by government authorities, including changes in government regulation; uncertainties associated with legal proceedings; technological development; future decisions by management in response to changing conditions; the ability to execute prospective business plans; and misjudgments in the course of preparing forward-looking statements. Investors are advised that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to the Company or persons acting on its behalf.

Documents on Display

The Company files reports and other information on the System for Electronic Document Analysis and Retrieval (SEDAR) in Canada and with the Securities and Exchange Commission (SEC) in the United States. The public may obtain information on the operations of SEDAR and the SEC’s public reference facilities by visiting their websites at http://www.sedar.com and http://www.sec.gov, respectively.

Selected Quarter Information

The following table summarizes selected consolidated financial data for the Company prepared in accordance with Canadian GAAP.  Additional information is presented to show the difference which would result from the application of U.S. GAAP to the Company's financial information.

The following selected financial data for the past eight business quarters have been summarized from the Company’s unaudited quarterly financial statements and are qualified in their entirety by reference to, and should be read in conjunction with, such financial statements:
 
 
 

 
 

    2007           2006                 2005              
   
Q1
   
Q4
   
Q3
   
Q2
   
Q1
   
Q4
   
Q3
   
Q2
 
   
              (in thousands, other than per share amounts)        
 
Revenues
   
2
    $
89
    $ (73 )   $
6
    $
9
    $
6
    $
4
    $
2
 
                                                                 
Net income (loss)
    (14 )     (34 )     (59 )     (13 )    
29
      (95 )    
36
      (81 )
Net income (loss) per share
                                                               
Basic
    (0.002 )     (0.005 )     (0.008 )     (0.002 )    
0.005
      (0.01 )    
0.006
      (0.01 )
Fully diluted
    (0.002 )     (0.005 )     (0.008 )     (0.002 )    
0.005
      (0.01 )    
0.006
      (0.01 )
Total assets
   
441
     
448
     
160
     
305
     
132
     
149
     
174
     
180
 
Net assets
   
30
     
38
      (253 )     (191 )     (332 )     (361 )     (265 )     (287 )
Debt
   
411
     
411
     
412
     
499
     
464
     
510
     
439
     
467
 
Shareholders' equity (deficit)
   
30
     
38
      (253 )     (191 )     (332 )     (361 )     (265 )     (287 )
Capital stock
   
3,456
     
2,649
     
3,631
     
3,631
     
3,456
     
3,456
     
3,456
     
3,456
 
Dividends
   
-
     
     
     
     
     
     
     
 
Weighted average common
stock outstanding, fully
diluted shares
   
7,940
     
7,940
     
7,069
     
6,376
     
5,934
     
5,934
     
5,934
     
5,934
 
___________
 During fiscal 2003, the Company changed from the temporal method of accounting for foreign exchange translation to the current rate method as required by Emerging Issues Committee 130 issued by the Canadian Institute of Chartered Accountants. The standard requires restatement and therefore financial statements for fiscal 2002 and 2001 have been restated.  For more information about the accounting change and restatement see Note 3 to the Company's consolidated financial statements for the year ending December 31, 2003.
 
Overall Performance

Realized investment gains or losses are a recurring element in the Company's revenues and net earnings. Realized investment gains or losses may fluctuate significantly from period to period, with a meaningful effect upon the Company's consolidated net earnings. However, the amount of realized investment gain or loss for any given period has no predictive value, and variations in amount from period to period have no practical analytical value.

The Company's principal sources of funds are its available cash resources, bank financing, public financing and the revenues generated from the Company's merchant banking activities and realized investment gains. The Company has no recurring cash requirements other than repayment of interest and principal on its debt, tax payments and corporate overhead.
 
Operating Results

The Company operates in both the United States and Canada and, as such, the Company's consolidated financial results are subject to foreign currency exchange rate fluctuations. The Company reports its results of operations in U.S. dollars and translates assets and liabilities into U.S. dollars at the rate of exchange on the balance sheet date. Unrealized gains and losses from these translations are recorded on the consolidated balance sheet as "cumulative translation adjustment".

Expenses decreased to $16,252 in quarter ended March 31, 2007 compared to $12,896 in quarter ended March 31, 2006.  For the quarter ended March 31, 2007, expenses consisted mainly of director and management fees of $11,906, professional fees of $4,362, administrative office and travel of $1,692 and regulatory, transfer agent and shareholder communication fees of $1,370.  There was also an interest income of $3,078 in quarter ended March 31, 2007.

 
 

 
Other revenue before other items includes interest and royalty income of $2,081 in quarter ended March 31, 2007 compared to revenues of $8,625 in quarter ended March 31, 2006.

The Company reported a net loss of $14,171 in quarter ended March 31, 2007 compared to a net gain of $28,723 in quarter ended March 31, 2006.  Basic and diluted loss per common share was $0.002 in quarter ended March 31, 2007  compared to loss of $0.005 in quarter ended March 31, 2006.

The Company and certain of its subsidiaries have tax loss carry-forwards and other tax attributes, the amount and availability of which are subject to certain qualifications, limitations and uncertainties.

Inflation

The Company does not believe that inflation has had a material impact on revenues or income over the past three fiscal years.

Foreign Currency

The Company's operations are conducted in international markets and its consolidated financial results are subject to foreign currency exchange rate fluctuations. During fiscal 2003 the Company changed from the temporal method of accounting for foreign exchange translation to the current rate method as required by EIC 130 issued by the CICA (see Note 2 to the Company's consolidated financial statements).

Application of Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex.  The Company has identified certain accounting policies, described below, that are the most important to the portrayal of its current financial condition and results of operations.  The significant accounting policies are disclosed in Note 2 to the consolidated financial statements included in this annual report.

Marketable securities

Marketable securities are recorded at the lower of cost or quoted market value on a specific identification basis.

Liquidity and Capital Resources

The Company's principal assets consist of cash. The Company's principal sources of funds are its available cash resources, bank financing and public financing. The Company has no recurring cash requirements other than repayment of interest and principal on its debt, tax payments and corporate overhead.

 
 

 
At March 31, 2007, the Company's readily available cash decreased to $438,536 compared to $466,112 at December 31, 2006. Total current assets at March 31, 2007 decreased to $440,875 from $448,452 at December 31, 2006.

Operating activities used cash of $14,311 in quarter ended March 31, 2007 compared to $48,772 and in quarter ended March 31, 2006, predominately from the net loss incurred during the year.

Financial Position

Total assets of the Company at March 31, 2007 decreased to $440,875 compared to $448,452 at December 31, 2006, predominately due to net losses incurred during the quarter.   The Company's liabilities decreased to $67,835 as of March 31, 2007 compared to $67,976 as of December 31, 2006 due largely to the payment of accounts payable and accrued liabilities during the quarter.  The Company reported loans payable of $342,936 as of March 31, 2007.

Shareholders' Equity

Shareholders' equity as of March 31, 2007 was $30,104 compared to an equity of $37,540 as of December 31, 2006.  The Company had 11,033,514 shares issued and outstanding as of March 31, 2007 of which 2,250,219 were held in treasury for cancellation.   The weighted average number of common shares outstanding as of March 31, 2007 was 7,940,089.

Properties

On March 13, 2007, the Company announced it had entered into an option agreement with Diagnos Inc. to acquire 100% interest in two prospective nickel properties in the Abitibi region of Quebec, Canada. The 75 claims cover approximately 3,200 acres of terrain in a region with two significant nickel deposits and one past-producing mine.  The Company will pay Diagnos a sum of $45,000 for each of the two properties ($90,000 total) within 45 days of execution of the option agreement.  Furthermore, for each property upon which an economic discovery is made, a bonus of $70,000 in shares and a 2% net smelter return will be issued to Diagnos.  The Company can acquire 1 per cent of the NSR for $1-million.

Management assessment of Internal Controls

During the most recent interim quarter ending March 31, 2007, there have not been changes in the design of the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

Subsequent Events

During the month of May, the Company created a wholly owned subsidiary to execute the above mentioned option agreement with Diagnos and acquired the interest in the two prospective nickel properties in the Abitibi region of Quebec.
 
*   *   *
EX-99.3 4 ex99_3.htm CEO CERTIFICATION ex99_3.htm
Form 52-109F2 Certification of Interim Filings

I, Navchand Jagpal, Chief Executive Officer of Black Mountain Capital Corporation, 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 Black Mountain Capital Corporation (the "issuer") for the interim period ending March 31, 2007;

2.
Based on my knowledge, the interim filings do not contain any untrue statement of a 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 officers 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 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 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:  May 30, 2007

/s/ Navchand Jagpal                                                          
Navchand Jagpal
Chief Executive Officer
EX-99.4 5 ex99_4.htm CFO CERTIFICATION ex99_4.htm
Form 52-109F2 Certification of Interim Filings

I, Navchand Jagpal, Chief Financial Officer of Black Mountain Capital Corporation, 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 Black Mountain Capital Corporation (the "issuer") for the interim period ending March 31, 2007;

2.
Based on my knowledge, the interim filings do not contain any untrue statement of a 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 officers 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 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 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:  May 30, 2007

/s/ Navchand Jagpal                                                              
Navchand Jagpal
Chief Financial Officer


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