-----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, GAkZLNI4o9z2grJMc8wer+i1kyT40izuf1M4zDLD2d/CfG5yJ3zAMEs041rt3Feu o6ajo8zayHT5fOxCC5nveQ== 0001012410-08-000020.txt : 20080220 0001012410-08-000020.hdr.sgml : 20080220 20080219192145 ACCESSION NUMBER: 0001012410-08-000020 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080219 FILED AS OF DATE: 20080220 DATE AS OF CHANGE: 20080219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAND PEAK 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: 08628077 BUSINESS ADDRESS: STREET 1: SUITE 900, 555 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V7X 1M8 BUSINESS PHONE: 6046628808 MAIL ADDRESS: STREET 1: SUITE 900, 555 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V7X 1M8 FORMER COMPANY: FORMER CONFORMED NAME: BLACK MOUNTAIN CAPITAL CORP DATE OF NAME CHANGE: 20050608 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 6-K 1 grandpeak6-k.htm GRAND PEAK FORM 6-K grandpeak6-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


February 19, 2008

Commission File No.:  0-13966

GRAND PEAK CAPITAL CORP.
(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:           GRAND PEAK CAPITAL CORP.


By:                         /s/ Navchand Jagpal
                               NAVCHAND JAGPAL, PRESIDENT


Date:                      February 19, 2008



 
 

 


EXHIBIT INDEX

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


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

 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)

Consolidated Financial Statements
(Stated in U.S. Dollars)

September 30, 2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
 

 
 

 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
MANAGEMENT’S REPSONSIBLITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements of the company have been prepared by management in accordance with accounting principles generally accepted in Canada and reconciled to accounting principles generally accepted in the United States as set out in Note 16 and contain estimates based on management’s judgment. Management maintains an appropriate system of internal controls to provide reasonable assurance that transactions are authorized, assets safeguarded, and proper records maintained.

The Company’s independent auditor, Sam S. Mah Inc., Chartered Accountant, is appointed by the Shareholders to conduct an audit in accordance with generally accepted auditing standards in Canada and the Public Company Accounting Oversight Board (United States), and his report follows.

The Audit Committee of the Board of Directors has met with the company’s independent auditor to review the scope and results of the annual audit, and to review the consolidated financial statements and related financial reporting matters prior to submitting the consolidated financial statements to the Board for approval.
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
 

 

AUDITOR’S REPORT

To the Shareholders of Grand Peak Capital Corp.

I have audited the consolidated Balance Sheet of Grand Peak Capital Corp. as at September 30, 2007 and the consolidated statements of operations and deficit and cash flows for the year ended September 30, 2007. These consolidated financial statements are the responsibility of the Company’s management. My responsibly is to express an opinion on these consolidated financial statements based on my audit.

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

In my opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2007 and the results of its operations and cash flow for the year ended September 30, 2007 in accordance with generally accepted accounting principles in Canada.

The consolidated financial statements at December 31, 2006 and for each of the years in the two year period ended December 31, 2006 were audited by other auditors who expressed an opinion without reservation on these consolidated statements in their report to shareholders dated April 16, 2007 and February 22, 2006.
 

 
Vancouver, Canada
/s/ Sam S. Mah Inc.
February 15, 2008   Chartered Accountant
 

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA – U.S. REPORTING CONFLICT.

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the consolidated financial statements are affected by significant uncertainties and contingencies such as those referred to in Note 1 to these consolidated financial statements.  Although we conducted our audit in accordance with both Canadian and U.S. generally accepted auditing standards, my report to the shareholders dated February 15, 2008 is expressed in accordance with Canadian reporting standards which do not require a reference to such matters when the uncertainties are adequately disclosed in the consolidated financial statements.
 
 
 
/s/ Sam S. Mah Inc.
Vancouver, Canada  Chartered Accountant
February 15, 2008   
 
 


 
 

 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Consolidated Balance Sheets
As at September 30, 2007 and 2006
(Stated in U.S. Dollars)


   
Sept. 30,
   
Dec. 31,
 
   
2007
   
2006
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
  $ 756,652     $ 446,112  
Marketable securities – (Note 4)
    101,000       2,340  
GST receivable
    15,388       -  
Accounts receivable
    15,146       -  
                 
      888,186       448,452  
                 
Deposits on asset – (Note 5)
    111,605       -  
Equipment - (Note 6)
    5,401       -  
Mineral properties - (Note 7)
    30,300       -  
Deferred exploration and development expenses (see schedule)
    144,132       -  
Other
    429       -  
                 
    $ 1,180,053     $ 448,452  
                 
LIABILITIES
               
Current Liabilities
               
Accounts payable and accrued liabilities
  $ 210,999     $ 67,976  
Loan payable – (Note 8)
    404,000       342,936  
                 
      614,999       410,912  
                 
SHAREHOLDERS’ EQUITY (DEFICIENCY)
               
                 
Share capital - (Note 9 (a))
    3,279,089       2,649,089  
                 
Contributed surplus
    971,859       971,859  
                 
Accumulated other comprehensive income – (Note 17)
    380,937       377,085  
                 
Deficit
    (4,066,831 )     (3,960,493 )
                 
      565,054       37,540  
                 
    $ 1,180,053     $ 448,452  
                 
Continuance of Operations – (Note 1)
               
Contingencies – (Note 10)
               

Approved by the Board:
“Navchand Jagpal”, Director
“Lewis Dillman”, Director

See accompanying notes to the financial statements

 
 

 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Consolidated Statements of Operations and Deficit
For the Years Ended September 30, 2007 and 2006
(Stated in U.S. Dollars)


   
Sept 30,
   
Dec. 31,
   
Dec. 31,
 
   
2007
   
2006
   
2005
 
Expenses
                 
Amortization
  $ 1,568     $ -     $ 1,741  
Bank charges and interest
    24,675       22,694       15,967  
Consulting
    2,645       37,617       91,674  
Office
    280       561       12,074  
Professional fees
    83,089       65,330       85,378  
Transfer agent and regulatory filing fees
    23,467       9,937       13,296  
                         
      (135,724 )     (136,139 )     (220,130 )
                         
Loss before other items:
                       
Interest and royalty income
    29,386       31,280       51,865  
Write-down of marketable securities
    -       (3,892 )     -  
Write-down of long-term investments
    -       -       (1 )
Gain (loss) on sale of long-term investments
    -       57,338       82,903  
Loss of sale of marketable securities
    -       (82,445 )     -  
Loss on settlement of lawsuits – (Note 10)
    -       -       (214,916 )
Excise tax re-assessment – (Note 11)
    -       52,809       -  
Gain on debt settlement – (Note 12)
    -       23,633       -  
Write-off of loan receivable – (Note 13)
    -       (19,450 )     -  
                         
Net loss for the year
    (106,338 )     (76,866 )     (300,279 )
                         
Deficit, beginning of year
    (3,960,493 )     (3,883,627 )     3,583,348  
                         
Deficit, end of year
  $ (4,066,831 )   $ (3,960,493 )   $ (3,383,627 )
                         
Basic and diluted loss per common share
  $ (0.01 )   $ (0.01 )   $ (0.05 )
                         
Weighted average number of common shares outstanding
    13,700,181       7,940,089       5,933,514  








See accompanying notes to the financial statements

 
 

 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Consolidated Statement of Cash Flows
For the Years Ended September 30, 2007 and 2006
(Stated in U.S. Dollars)
 

   
Sept 30,
   
Dec. 31,
   
Dec. 31,
 
   
2007
   
2006
   
2005
 
Operating Activities
                 
Net loss for the year
  $ (106,338 )   $ (76,866 )   $ (300,279 )
                         
Adjustment for items which do not involved cash:
                       
Amortization
    1,568       -       1,741  
Unrealized foreign exchange
    (33,566 )     -       -  
Write-down of long-term investments
    -       -       1  
(Gain) loss on sale of long-term investments
    -       (57,338 )     (82,903 )
Write-off of loan receivable
    -       19,450       -  
Gain on debt settlement
    -       (23,633 )     -  
Loss of sale of marketable securities
    -       82,445       -  
Write-down of marketable securities
    -       3,892       -  
                         
      (138,336 )     (52,050 )     (381,440 )
                         
Changes in non-cash working capital components:
                       
GST receivable
    (15,388 )     -       -  
Marketable securities
    2,340       -       4,338  
Accounts receivable
    (15,146 )     629       1,643  
Accounts payable and accrued liabilities
    122,823       (49,132 )     (708,312 )
Loan payable
    61,064       43,557       343,053  
                         
      17,357       (56,996 )     (740,718 )
                         
Investing Activities
                       
Deposits on asset
    (111,605 )     -       (617 )
Purchase of marketable securities
    (101,000 )     13,452       85,546  
Equipment
    (6,969 )     -       -  
Mineral properties
    (10,100 )     -       -  
Deferred exploration and development
    (144,132 )     -       -  
Other
    (429 )     -       -  
                         
      (374,235 )     13,452       84,929  
                         
Financing Activities
                       
Common shares issued for cash
    630,000       487,000       -  
                         
Effect of foreign exchange on cash
    37,418       (11,736 )     12,193  
                         
Net cash provided (used) during the year
    310,540       431,720       (643,596 )
                         
Cash and cash equivalents, beginning of year
    446,112       14,392       657,988  
                         
Cash and cash equivalents, end of year
  $ 756,652     $ 446,112     $ 14,392  

See accompanying notes to the financial statement

 
 

 

Schedule of Deferred Exploration and Development Expenses
For the Years Ended September 30, 2007 and 2006
(Stated in U.S. Dollars)

   
Amos
   
Vassan
   
Nico
   
Total
 
                         
Balance, December 31, 2006
  $ -     $ -     $ -     $ -  
                                 
Assaying, geological and general
    40,400       40,400       63,332       144,132  
                                 
Balance, September 30, 2007
  $ 40,400     $ 40,400     $ 63,332     $ 144,132  


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


See accompanying notes to the financial statement
 

 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 1



1.    NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated on December 28, 2001 in the Yukon Territory, Canada and is listed on the TSX Venture exchange. The Company changed its name to Grand Peak Capital Corp. on November 15, 2007. The Company changed its year end from December 31 to September 30 in 2007.

These consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis.  The Company has an accumulated operating deficit of $4.0 million at September 30, 2007 (2006 - $3.9 million). The ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate equity financing.

There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations.  Should the Company be unable to continue as a going-concern, the net realizable values of its net assets may be materially less than the amounts recorded on the balance sheets.


2.            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Accounting and Consolidation

These consolidated financial statements are prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”).  As described in Note 16, these principles differ in certain respects from principles and practices generally accepted in the United Sates (or “US GAAP”).  Summarized below are those policies considered particularly significant to the Company. References to the Company included herein are inclusive of the accounts of the parent company and its wholly-owned subsidiaries. All intercompany balances have been eliminated.

The Company’s wholly-owned subsidiaries and operating status are as follows:

Subsidiary
Status
Lucky Minerals Inc.
Active
2801 Shangri-La Ltd.
Active
Digital Labs Inc.
Inactive
Midland Holland Ltd.
Inactive
Person Finance Ltd
Inactive

Use of Estimates

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Estimates are based on historical experience and on other assumptions that are believed at the time to be reasonable under the circumstances. The actual results may differ from those previously estimated.


 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 2



2.            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - cont’d


Key areas where management has made complex or subjective judgements include, fair value of certain assets; accounting for amortization; mineral asset impairment assessments; environmental obligations; income taxes and contingencies.

Financial Instruments

The Company adopted the provisions of CICA Sections 3855, Financial Instruments – Recognition and Measurement, and 1530, Comprehensive Income, on October 1, 2006 which address the classification, recognition and measurement of financial instruments in the financial statements and the inclusion of other comprehensive income.

The Company’s financial instruments comprise cash and cash equivalents, marketable securities, accounts payable and accrued liabilities, and loan payable.

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values on the Consolidated Balance Sheet.  The fair values are the same as the carrying values due to their short-term nature.

Cash and cash equivalents include highly liquid investments with a maturity date of three months or less from the date of acquisition.

The fair value of marketable securities, and loan payable are disclosed in the respective notes to the financial statements.

Mineral Properties and Deferred Exploration and Development Cost

Mineral properties, including options to mineral claims, are stated at cost.  The recorded cost of mineral properties and exploration and development interests is based on cash paid and assigned value, if any, of share considerations given for mineral properties and exploration and development costs incurred.

All direct and indirect costs relating to the acquisition of mineral properties are capitalized on the basis of specific claim blocks or areas of geological interest until the properties to which they relate are placed into production, sold or when management has determined that there is an impairment in the carrying values of those mineral properties.

The Company defers expenditures directly attributable to the exploration and development of mineral properties, pending a decision as to the commercial viability of a property.  At such times as the Company loses or abandons title on its interest in property, the accumulated expenditures on such property are charged to operations.  If any property reaches commercial production, the applicable costs of the mineral property and the deferred exploration and development expenditures will be amortized against related production revenues on the unit of production method, based on the property’s estimated reserves.  Properties which have reached a production stage will have a gain or loss calculated.


 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 3



2.            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - cont’d

Based on the information available to date, the Company has not yet determined whether the mineral properties it is exploring and developing contain economically recoverable reserves.  The recoverability of the amounts capitalized as mineral properties and deferred exploration and development costs is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain necessary financing to successfully complete its exploration and development programs and upon future profitable production.

The amounts shown for mineral properties and deferred exploration and development expenses represent costs incurred to date, and do not necessarily represent present or future values as they are entirely dependent upon various factors as noted above.

The Company does not accrue the estimated future costs of maintaining its mineral properties in good standing.

Environmental Protection and Rehabilitation Costs

The Company’s policy relating to environmental protection and land rehabilitation programs is charged to income for any such costs incurred during the year.  Presently, the Company does not foresee the necessity to make any material expenditures in this area.

Impairment of Long-Lived Assets

The company reviews long-lived assets for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable.  Recoverability is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset or net realizable value.

Equipment

Equipment consists of office equipment, computer equipment and leaseholds.  The office equipment and computer equipment and leaseholds are recorded at cost and amortized at an annual rate of 20% to 45% using the declining balance method.

Risk Management

Environmental risk:
The Company is engaged in mineral exploration and development and is accordingly exposed to environmental risks associated with mining activity.  The Company is currently in the exploration stages with its mineral interests and has not determined whether significant site reclamation costs will be required.  The Company would record liability for site reclamation only when reasonably determinable and quantifiable.

Portfolio risk:
The Company has marketable securities which are subject to significant price and market volatility.


 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 4



2.            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - cont’d

Interest rate, foreign currency and credit risk:
The Company is not currently exposed to significant interest rate or credit concentration risk. The Company is currently exposed to foreign currency fluctuations.

Asset Retirement Obligations

The fair value of a liability for an asset retirement obligation is recognized on an undiscounted cash flow basis when a reasonable estimate of the fair value of the obligation can be made.  The asset retirement obligation is recorded as a liability with a corresponding increase to the carrying amount of the related long-lived asset. Subsequently, the asset retirement cost is allocated to expense using a systematic and rational method and is adjusted to reflect period-to-period changes in the liability resulting from the passage of time and from revisions to either expected payment dates or the amounts comprising the original estimate of the obligation.  As of September 30, 2007, the Company does not have any asset retirement obligations.

Future Income Taxes

The Company accounts for potential future net tax assets which are attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and which are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled.  When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of potential future benefit is taken and no net asset is recognized. Such an allowance has been applied to all potential income tax assets of the Company.

Retirement of long-lived Assets

Long-lived assets are assessed for impairment when events and circumstances warrant, when the carrying amounts of the assets exceeds its estimated undiscounted net cash flow from use or its fair value, at which time the impairment is charged to earnings.

Foreign Currency Translation

The Company’s functional currency is the Canadian dollar and its reporting currency for the presentation of its consolidated financial statements is the US dollar. Under this method, the income statement and the cash flow statement items for each year are translated into the reporting currency using the rates in effect at the date of the transactions, and the assets and liabilities are translated using the exchange rate at the end of that year. All resulting exchange differences are reported as a separate component of shareholders’ equity under accumulated other comprehensive income.

Share Capital

Common shares issued for non-monetary consideration are recorded at their fair market value based upon the lower of the trading price of the Company’s shares on the TSX Venture Exchange on the date of the agreement to issue the shares and the date of share issuance.



 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 5


 
Royalty income

The Company records royalty income when earned.

Stock-based Compensation

The Company follows the Recommendations of the Canadian Institute of Chartered Accountants (“CICA”) in connection with accounting for stock option-based compensation.  The standard now requires that all stock option-based awards made to consultants and employees be recognized in these consolidated financial statements and measured using a fair value-based method.

Consideration received on the exercise of stock options and compensation options and warrants is recorded as share capital. The related contributed surplus originally recognized when the options were granted, is transferred to share capital.

Loss per share

Loss per share has been calculated using the weighted average number of common shares outstanding during the year. Diluted loss per share is not presented as it is anti-dilutive to the loss per share figures.

Comparative Figures

Certain of the prior years' figures have been reclassified to conform with the current year’s financial statement presentation.

3.    RELATED PARTY TRANSACTIONS

During 2007, there were no related party transactions other than the transaction referred to in Note 6.

During 2006, the Company’s former President’s private company charged $38,463 in management fees and $22,327 in interest on the amounts advanced in 2006 and 2005. The former president received marketable securities and long-term investments valued at $71,138 for management fees, advance repayment and partial interest repayment. The Company recorded a gain on sale of long-term investments of $44,099, a write-down of marketable securities of $3,892 and a loss on sale of marketable securities of $81,597, a result of these settlements.

During 2005, the Company paid or accrued $91,370 (2004 - $76,360) in management and director fees to directors or their private companies and paid or accrued interest of $15,960 (2004 – nil) to the former President’s private company for a loan advanced in 2005.

All transactions with related parties have occurred in the normal course of operations and are measured at their fair value as determined by management.

Refer to Note 8.


 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 6



4.    MARKETABLE SECURITIES

The Company owns publicly-traded securities classified as held for trading as follows:
 

   
September 30, 2007
   
December 31, 2006
 
   
Aggregate
   
Market
   
Aggregate
   
Market
 
   
Cost
   
Value
   
Cost
   
Value
 
Publicly-traded securities
  $ 101,000     $ 101,000     $ -     $ -  


5.    DEPOSITS ON ASSET

The Company’s deposits consist of cash deposits of $111,605 on the purchase of a real estate condominium totalling $1,116,050 with the balance to be paid as follows:
- $111,605 on July 1, 2008;
- $55,803 on January 1, 2009;
- and, $837,037 due upon completion.
 
6.    EQUIPMENT

   
Cost
   
Accumulated Amortization
   
2007
Net
   
2006
 Net
 
Computer equipment
  $ 56,638     $ 51,237     $ 5,401     $  
Furniture and equipment
    33,343       33,343              
Leaseholds
    3,880       3,880              
    $ 93,861     $ 88,460     $ 5,401     $  

7.    MINERAL PROPERTIES
 
 
   
Amos
   
Vassan
   
Nico
   
Total
 
Balance, beginning of year
  $                 $  
                                 
Cash
    5,050       5,050       20,200       30,300  
Balance, end of year
  $ 5,050       5,050       20,200     $ 30,300  

Amos and Vassan

Pursuant to an Option Agreement dated February 20, 2007, the Company acquired the right to acquire a 100% interest in two mineral properties located in the Abitibi region of the Province of Quebec, Canada, consisting of 75 mineral claims by paying cash of $10,000CDN. If an economic discovery is made on the property, the Company must issue $70,000 in common shares as a bonus. There is a 2% Net Smelter Return royalty ("NSR") of which 1% of the NSR may be purchased for $1,000,000.

Nico

Pursuant to an Option Agreement dated June 20, 2007, the Company acquired the right to acquire a 100% interest in 51 mineral claims located in the Abitibi region of the Province of Quebec, Canada by paying cash of $20,000CDN. The property is subject to the same economic discovery commitments and NSR as the above-noted February 20, 2007 Option Agreement.


 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 7



8.            LOAN PAYABLE

The Company owes the former President’s private company $404,000 at September 30, 2007 (2006 - $342,936) plus accrued interest of 67,938 (2006 - $37,093), which has been included in accounts payable and accrued liabilities.  The loan is an unsecured demand loan bearing interest at 6% per annum.

Refer to Note 3.

9.            SHARE CAPITAL

a)    Authorized share capital consists of unlimited common shares without par value.
   
September 30, 2007
         
December 31,
 
   
2007
   
2006
   
2005
 
   
Number of
Shares
    $      
Shares
    $      
Shares
    $    
Balance, beginning of year
    11,033,514       2,649,089       5,933,514       2,162,089       5,933,514       2,162,089  
Shares issued for warrants
    2,500,000       250,000                          
Private placement
    3,800,000       380,000       5,100,000       487,000              
Balance, end of  year
    17,333,514       3,279,089       11,033,514       2,649,089       5,933,514       2,162,089  

Private placement

Private placement consisted of 3,800,000 units at a price of $0.10 per unit. Each unit consisted of one share and one share purchase warrant. The one share purchase warrant entitles the holder to purchase one further share of the Company at a price of $0.13 within two years.

b)    Stock Options

The Corporation has an incentive stock option plan authorizing the Company to grant options up to 10% of the issued and outstanding common stock of the Company to directors, officers, employees and consultants of the Company. No specific vesting terms are required. The term of each grant shall be no greater than 5 years from the date of grant. The option price shall be no less than the price permitted by the TSX Venture Exchange.


 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 8



SHARE CAPITAL - cont’d

b)    Stock Options

No options have been granted in 2007 nor the prior two fiscal years. During the year ended December 31, 2005, 120,000 stock options with a weighted-average exercise price of $1.25 expired, leaving no outstanding options at December 31, 2005.

c)    Warrants

   
September 30, 2007
   
December 31, 2006
 
   
Number of
Shares
   
Weighted Price
   
Number of Shares
   
Weighted Price
 
Opening balance
    5,100,000       0.13              
Expired
    (2,500,000 )     0.10              
Granted during the year
    3,800,000       0.13       5,1000,000       0.13  
Closing balance
    6,4000,000       0.14       5,1000,000       0.13  
Weighted remaining life in years
            1.03       0.61          

10.          CONTINGENCIES

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

b)
During the year ended December 31, 2003, the Cybersurf Corp. (“Cybersurf”) filed a statement of claim alleging that the Company engaged in improper actions during the Company’s attempt 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 settle and dismiss its litigation with Cybersurf. The Company did not admit to any liability or wrongdoing. Pursuant to the settlement, the Company contributed $601,760 (CAD $725,000) in exchange for a full release of claims and a withdrawal of the complaints 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.

During the year ended December 31, 2005, the Company settled with the Alberta Securities Commission (the "ASC") in respect of an alleged breach of takeover bid rules and control persons 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.


 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 9



11.          EXCISE TAX RE-ASSESSMENT

Upon appeal, the Company received a Good and Services Tax refund of $52,809 during 2006 for prior input tax credits incurred and previously denied by the Canada Revenue Agency.

12.          GAIN ON DEBT SETTLEMENT

The Company was forgiven $23,633 on amounts included in accounts payable and accrued liabilities at December 31, 2005.

13.          WRITE-OFF OF LOAN RECEIVABLE

During 2006, the Company wrote-off as uncollectible a loan from a former consultant of $17,113 plus accrued interest of $2,337.

14.          SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING

There were no significant non-cash transactions in fiscal 2007.

During the year ended September 30th, 2006, the Company settled $42,088 in loans payable and $29,050 in accounts payable and accrued liabilities to the former President’s private company by transferring marketable securities and long-term investments valued at a cost of $112,528.

There were no significant transactions in fiscal 2005.

15.          INCOME TAXES

A reconciliation of income taxes at statutory rates is as follows:

   
September 30,
   
December 31, 2006
 
   
2007
   
2006
   
2005
 
Net loss for the year
    (106,338 )     (76,866 )     (300,779 )
                         
Expected income recovery
    (36,262 )     (26,227 )     (104,707 )
Net adjustment for amortization, deductible and non-deductible amounts
    535       9,894       11,392  
Unrecognized benefit of non-capital loss
    35,727       16,333       93,315  
Total income taxes
                 


 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 10



15.          INCOME TAXES (cont’d)

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

   
September 30,
   
December 31, 2006
 
   
2007
   
2006
   
2005
 
Tax rates
    (34.1 %)     (34.1 %)     (35.6 %)
Future income tax assets:
                       
Canadian exploration and development expenses
    59,000       11,900     $ 11,900  
Equipment
    96,000       82,800       80,000  
Net-capital loss carry forwards
    5,232,000       5,232,000       5,462,119  
Non-capital loss carry forwards
    1,028,000       868,000       823,000  
      6,415,000       6,194,700       6,377,019  
Valuation allowance
    (6,415,000 )     (6,194,700 )     (6,377,019 )
Total income taxes
  $     $     $  

The Company has non-capital losses of approximately $3.0 million, which are available to reduce future taxable income in Canada and which expire between 2006 and 2027 The Company also has net capital losses of approximately $15.0 million, which can be carried forward indefinitely to reduce future taxable capital gains in Canada. The Company has not recognized any future benefit for these tax losses and resource deductions, as it is not considered likely that they will be utilized.

16.         DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERLLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)

These consolidated financial statements have been prepared in accordance with Canadian GAAP. The material variations in the accounting principles, practices, and method used in the preparation of these consolidated financial statements from principles, practices and methods accepted in the U.S. and described and quantified below:

The impact of the differences between Canadian GAAP and U.S. GAAP on the consolidated balance sheets, consolidated statements of operations and cash flows would be as follows:

   
September 30,
   
December 31,
 
   
2007
   
2006
 
Balance Sheet
           
Current assets, Canadian GAAP
  $ 888,186     $ 448,452  
Unrealized holding gain on trading securities
           
                 
Current asset, U.S. GAAP
    888,186     $ 448,452  
                 
Long-term investments, Canadian GAAP
    291,867        
Unrealized holding gain (loss) on available-for-sale securities
           
                 
Total assets, U.S. GAAP
  $ 1,180,053     $ 448,452  


 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 11


16.          DIFFERENCES BETWEEN CANADIAN AND UNI’I`ED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) - cont’d

   
September 30,
   
December 31,
 
   
2007
   
2006
 
Liabilities
           
Current liabilities, Canadian GAAP and U.S. GAAP
  $ 614,999     $ 410,912  
Shareholder’s equity (deficiency) Canadian GAAP
    565,054       37,540  
Unrealized holding gain on available-for-sale securities
           
Unrealized holding gain on trading securities
           
                 
Shareholders’ equity, U.S. GAAP
    565,054       37,540  
                 
Statement of Operations
               
Net loss for the year, Canadian GAAP
    (106,338 )     (76,886 )
Adjustment on trading securities
           
                 
Net loss for the year, U.S. GAAP
    (106,338 )     (76,886 )
                 
Basic and diluted loss per common share, U.S. GAAP
    (0.01 )     (0.01 )

At September 30, 2007 and 2006, potentially dilutive shares were excluded from net loss per share.

There is no impact on cash flows for the comparative years as the adjustments to the carrying values of marketable securities and long-term investments required under U.S GAAP are comprised of unrealized holding gains and losses only,

Marketable Securities

For Canadian GAAP purposes, short-term marketable securities are carried at the lower of cost or quoted market value on a specific identification basis, with any unrealized loss included in the statements of operations.  Long-term investments are carried on the cost or equity basis and only written-down when there is evidence of a decline in value that is other than temporary.

Under U.S. GAAP, Statements of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS l15") requires that certain investments be classified into available-for-sale or trading securities stated at fair market values. Any unrealized holding gains or losses are to be reported as a separate component of shareholder’s equity until realized for available-for sale securities and included in earnings for trading securities. Under FAS 115, at December 31, 2005, the Company’s investment in marketable securities in the amount of $112,234 would be classified as trading securities and its investment in long-term investment securities carried at cost in the amount of $337 would be classified as available-for-sale securities.


 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 12


 
16.          DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) - cont’d

Marketable Securities

The Company does not own any securities at December 31, 2006.

   
Carrying Value
   
Gross Unrealized Gain
   
Gross Unrealized Loss
   
Market Value
 
December 31, 2005
                       
Trading securities
  $ 112,234     $ 255,411     $     $ 367,645  
Available-for-sale securities
    337       147,176             147,513  
      112,571       402,587             515,158  
                                 
December 31, 2006
                               
Trading securities
  $                    
Available-for-sale securities
                       
    $     $     $     $  
                                 
September 30, 2007
                               
Trading securities
  $ 101,000                   101,000  
Available-for-sale securities
                       
    $ 101,000     $     $     $ 101,000  


 
 

 
 
GRAND PEAK CAPITAL CORP.
(formerly Black Mountain Capital Corporation)
Notes to the Consolidated Financial Statements
September 30, 2007 and December 31, 2006
(Stated in U.S. Dollars) – Page 13


 
17.          ACCUMULATED OTHER COMPREHENSIVE INCOME

   
$
Amount
 
Balance, beginning of year
  $ 377,085  
Cumulative translation adjustments
    3,852  
Balance, beginning of year
    380,937  

18.          SUBSEQUENT EVENTS

Subsequent to September 30, 2007:

a)    
On November 15, 2007, the Company changed its name to Grand Peak Capital Corp. See Note l.

b)    
On November 20, 2007, the Company announced it will consolidate all of the issued and outstanding shares of the Company at a ratio of 5 currently issued shares for one new share.

c)    
Subject to regulatory approval, on December 17, 2007, the Company completed a non-brokered private placement for 5,000,000 units at a price of $0.21 per unit. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.28 within two years.

d)    
On November 20, 2007, the Company entered into an Option Agreement with Bedford Resource Partners to acquire a 90% interest for a cost of $10,000 CDN and additional payments totalling $36,000 CDN over the next 3 years and to bear 100% of the costs to develop the property to a pre-feasibility stage on or before December 31, 2012.

e)    
2,600,000 share purchase warrants with an exercise price of $0.165 per share expired.

EX-99.2 3 ex99_2.htm ANNUAL MANAGEMENT'S DISCUSSION & ANALYSIS ex99_2.htm
Management's Discussion and Analysis of Financial Condition and
Results of Operations of Grand Peak Capital Corp. (formerly, Black Mountain Capital Corporation) as at February 15, 2008

 The following discussion and analysis of the financial condition and results of operations of Grand Peak Capital Corp. (formerly, Black Mountain Capital Corporation) (the "Company") for the nine months ended September 30, 2007 and the fiscal years ended December 31, 2006 and 2005 should be read in conjunction with the consolidated financial statements and related notes included in this annual report. During fiscal year 2007, the Company changed its financial year end from December 31 to September 30.  As such, the discussion pertaining to the fiscal year 2007 results herein is in reference to the nine month period ended September 30, 2007, and the comparative periods presented will reflect the fiscal years ended December 31, 2006 and 2005.  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.  For a reconciliation of the Company's financial statements included herein to U.S. GAAP, see Note 16 to the financial statements. Certain reclassifications may have been made to the prior period’s financial statements to conform to the current period's presentation.

Statements in this annual 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 annual 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.  These risks, as well as others, could cause actual results and events to vary significantly.  The Company does not undertake any obligation to release publicly any revision for updating any voluntary forward-looking statements.

Selected Financial Data

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 information in the following table was extracted from the more detailed consolidated financial statements and related notes included herein and should be read in conjunction with such financial statements.

 
 

 

Canadian GAAP
 
     
9 Months Ended
Sept 30, 
   
Year Ended December 31,
     
2007 
     
2006 
     
2005 
     
2004 
     
2003 
 
   
(in thousands, other than per share amounts)
Revenues
  $ 29     $ 31     $ 52     $ 61     $ 76  
                                         
Net Income (loss) operations
    (106 )     (77 )     (300 )     (1,829 )     (518 )
Net Income (loss) per share
                                       
Basic
    (0.01 )     (0.01 )     (0.05 )     (0.31 )     (0.09 )
Fully diluted
    (0.01 )     (0.01 )     (0.05 )     (0.31 )     (0.09 )
Total assets
    1,180       448       149       797       2,108  
Net assets
    566       38       (361 )     (49 )     2,039  
Debt
    615       411       510       847       69  
Shareholders' equity
    565       38       (361 )     (49 )     2,039  
Capital stock
    3,279       2,649       3,456       3,456       3,456  
Dividends
                      269        
Weighted average common stock outstanding, fully diluted (in thousands of shares)
       13,700          7,940          5,934       5,934       5,934  

U.S. GAAP
 
     
9 Months Ended
Sept 30, 
   
Year Ended December 31,
     
2007 
     
2006 
     
2005 
     
2004 
     
2003 
 
   
(in thousands, other than per share amounts)
Revenues
  $ 29     $ 31     $ 52     $ 61     $ 76  
                                         
Net Income (loss)
    (106 )     (77 )     (389 )     (1,848 )     (317 )
Net income (loss) per share
                                       
Basic
    (0.01 )     (0.06 )     (0.065 )     (0.311 )     (0.053 )
Fully diluted
    (0.01 )     (0.06 )     (0.065 )     (0.311 )     (0.053 )
Total assets
    1,180       448       551       1,101       2,109  
Net assets
    566       448       41       254       2,040  
Debt
    615       411       510       847       69  
Shareholders' equity
    565       38       41       254       2,040  
Capital stock
    3,279       2,649       3,456       3,456       3,456  
Dividends
                      269        
Weighted average common stock outstanding, fully diluted (in thousands of shares)
       13,700          7,940          5,934       5,934       5,934  


 
2

 

The following selected financial data for the past seven 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
 
      Q3       Q2       Q1       Q4       Q3       Q2       Q1  
   
(in thousands, other than per share amounts)
 
Revenues
  $ 29     $ 14     $ 2     $ 89     $ (73 )   $ 6     $ 9  
                                                         
Net income (loss)
    (106 )     37       (14 )     (34 )     (59 )     (13 )     29  
Net income (loss) per share
                                                       
Basic
    (0.01 )     (0.003 )     (0.002 )     (0.005 )     (0.008 )     (0.002 )     0.005  
Fully diluted
    (0.01 )     (0.003 )     (0.002 )     (0.005 )     (0.008 )     (0.002 )     0.005  
Total assets
    1,180       625       441       448       160       305       132  
Net assets
    566       465       30       38       (253 )     (191 )     (332 )
Debt
    615       400       411       411       412       499       464  
Shareholders' equity (deficit)
     565        225        30        38       (253 )     (191 )     (332 )
Capital stock
    3,279       2,899       3,456       2,649       3,631       3,631       3,456  
Dividends
                                         
Weighted average common
stock outstanding, fully
diluted shares
      13,700         11,033         7,940         7,940         7,069         6,376         5,934  

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 "accumulated other comprehensive income".

Expenses decreased to $135,724 in fiscal 2007 compared to $136,139 in fiscal 2006 and $220,130 in fiscal 2005.  For the period ended September 30, 2007, expenses consisted mainly of professional fees of $83,089, consulting fees of $2,645, bank charges and interest of $24,675 and regulatory, transfer agent and shareholder communication fees of $23,467.

Other income before other items includes interest and royalty income of $29,386 for fiscal 2007 compared to revenues of $31,820 and $51,865, respectively for the fiscal years ending December 31, 2006 and 2005.

The Company reported a net loss of $106,337 in fiscal 2007 compared to a net loss of $76,866 in fiscal 2006 and a net loss of $300,279 in fiscal 2005.  Basic and diluted loss per common share was $0.01 in 2007 compared to losses of $0.01 and $0.05 in fiscal 2006 and 2005, respectively.

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.

In May, 2007, the Company, through a wholly-owned subsidiary, exercised its previously announced option to acquire a 100% interest in two prospective nickel properties in the Abitibi region of Quebec.  The two properties include 75 claims that cover approximately 3,200 acres of terrain in a region with two significant nickel deposits and one past-producing mine.  The Company has completed the first stage of a preliminary exploration program on the properties and intends to continue its exploration program into 2008.

 
3

 
The Company has also entered into an option agreement through a wholly-owned subsidiary to acquire a 100% interest in a third party property in the same area of Quebec.  The Company has concentrated its efforts of due diligence on this property and will continue its phase one work program to identify potential drilling targets.

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 both Canada and the US and its consolidated financial results are therefore subject to currency exchange rate fluctuations.  The Company’s functional currency is the Canadian dollar and its reporting currency for the presentation of its consolidated financial statements is the US dollar.  Under this method all resulting exchange differences are reported as a separate component of shareholders’ equity under accumulated other comprehensive income.

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.

Financial Instruments

The Company adopted the provisions of CICA Sections 3855, Financial Instruments – Recognition and Measurement, and 1530, Comprehensive Income, on October 1, 2006 which address the classification, recognition and measurement of financial instruments in the financial statements and the inclusion of other comprehensive income.

Marketable securities

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


 
4

 

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 September 30, 2007, the Company's readily available cash increased to $756,652 compared to $466,112 at December 31, 2006. Total current assets at September 30, 2007 increased to $898,791 from $448,452 at December 31, 2006.

Operating activities used cash of $50,923 in fiscal 2007 compared to $56,996 and $740,718 during fiscal 2006 and 2005, respectively, predominately from the net loss incurred during the year.  Investing activities reduced cash in the amount of $374,235 from the purchase of short term investments and marketable securities during fiscal 2007 compared to investing activities generating cash of $13,452 in fiscal 2006 and investing activities generating cash of $84,929 in fiscal 2005.  Financing activities generated cash of $630,000 from the issuance of common shares in fiscal 2007 compared to $487,000 in fiscal 2006.  Financing activities provided no cash in fiscal 2005.

Financial Position

Total assets of the Company at September 30, 2007 increased to $1,180,193 compared to $448,452 at December 31, 2006, predominately from public financings.   The Company's liabilities increased to $614,998 as of September 30, 2007 compared to $410,912 as of December 31, 2006 due largely to the payment of accounts payable and accrued liabilities during the year.  The Company reported loans payable of $404,000 as of September 30, 2007.

Shareholders' Equity

Shareholders' equity as at September 30, 2007 was $565,054 compared to $37,540 as at December 31, 2006.  The Company had 17,333,514 shares issued and outstanding and a weighted average number of common shares outstanding of 13,700,181 as at September 30, 2007.

Disclosure Controls and Procedure and Internal Controls

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedure are designed to provide reasonable assurance that all relevant information is fathered and reported to senior management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, on a timely basis so that appropriate decisions can be made regarding public disclosure.

As at the end of the year covered by this MD&A, management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, as appropriate, evaluated the effectiveness of the Company's disclosure controls and procedures as required by Canadian securities laws.  Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of the year covered by this MD&A, the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company's annual filings and interim filings (as such terms are defined under Multilateral Instrument 52-109-Certification of Disclosure in Issuers' Annual and interim Filings) and other reports filed or submitted under Canadian securities laws is recorded, processed, summarized and reported within the time periods specified by those laws and that material information is accumulated and communicated to management of the Company, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 
5

 
Internal Controls over Financial Reporting

Management of the Company is responsible for designing internal controls over financial reporting for the Company as defined under Multilateral Instrument 52-109 issued by the Canadian Securities Administrators.  Management has designed such internal controls over financial reporting, or caused them to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with GAAP.

There have been no changes in the Company's internal controls over financial reporting that occurred during the third quarter of 2007, the most recent interim period, that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

Subsequent Events

In November, 2007, the Company entered into an option agreement with Bedford Resource Partners to acquire an iron ore exploration project in Northern Quebec.  The option was completed for an acquisition cost of $10,000 CDN to acquire up to a 90% interest ownership of the property.  For the Company to acquire the 90% interest, it must make additional payments totaling $36,000 over the next 3 years and bear 100% of the costs to develop the property to a pre-feasibility stage on or before December 31, 2012.

Effective November 20, 2007, the Company consolidated (the "Consolidation") all of the issued and outstanding common shares (the "Shares") of the Company at a ratio of five currently issued and outstanding Shares for one new Share, so that the 17,333,514 Shares without par value issued and outstanding were consolidated into approximately 3,466,702 Shares without par value.  Any fractional Share(s) resulting from the Consolidation were rounded down to the nearest whole number.  In conjunction with the Consolidation, the Company changed its name to "Grand Peak Capital Corp."  The new trading symbol for the Shares following the effective date is "GPK.U" on the TSX Venture Exchange and "GPKUF" on the OTCBB.

On December 17, 2007, the Company completed a non-brokered private placement for 5,000,000 units (each, a “Unit") for a price of US$0.21 per Unit.  Each Unit consists of one common share of the Company and one share purchase warrant (a "Warrant").  Each Warrant entitles the holder to purchase one common share of the Company at a price of US$0.28 for a term of two years from the date of issue of such Warrant. The Company raised in aggregate US$1,050,000 from the sale of the Units.

The Company, in the normal course of its business, continues to make investments in various publicly traded companies, real estate projects and other promising ventures.

Additional Information

Additional Information relating to the Company is available on SEDAR at www.sedar.com.

*   *   *

 
 
 

EX-99.3 4 ex99_3.htm ANNUAL CEO CERTIFICATION ex99_3.htm
Form 52-109F1 Certification of Annual Filings

I, Navchand Jagpal, Chief Executive Officer of Grand Peak Capital Corp., certify that:

1.  
I have reviewed the annual filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Grand Peak Capital Corp. (the "Issuer") for the period ending September 30, 2007;

2.  
Based on my knowledge, the annual 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 annual filings;

3.  
Based on my knowledge, the annual financial statements together with the other financial information included in the annual 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 annual 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 annual filings are being prepared;

(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

(c)    
evaluated the effectiveness of the Issuer's disclosure controls and procedures as of the end of the period covered by the annual filings and have caused the Issuer to disclose in the annual MD&A our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the annual filings based on such evaluation; and

5.     
I have caused the Issuer to disclose in the annual 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.

DATED the 19th day of February, 2008.
 
 
Grand Peak Capital Corp.

 
Per:/s/ Navchand Jagpal                                                               
Navchand Jagpal
Chief Executive Officer
EX-99.4 5 ex99_4.htm ANNUAL CFO CERTIFICATION ex99_4.htm
Form 52-109F1 Certification of Annual Filings

I, Navchand Jagpal, Chief Financial Officer of Grand Peak Capital Corp., certify that:

1.  
I have reviewed the annual filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Grand Peak Capital Corp. (the "Issuer") for the period ending September 30, 2007;

2.  
Based on my knowledge, the annual 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 annual filings;

3.  
Based on my knowledge, the annual financial statements together with the other financial information included in the annual 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 annual 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 annual filings are being prepared;

(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

(c)    
evaluated the effectiveness of the Issuer's disclosure controls and procedures as of the end of the period covered by the annual filings and have caused the Issuer to disclose in the annual MD&A our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the annual filings based on such evaluation; and

5.  
I have caused the Issuer to disclose in the annual 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.

DATED the 19th day of February, 2008.
 
 
Grand Peak Capital Corp.
 
 
Per:/s/ Navchand Jagpal                                                          
Navchand Jagpal
Chief Financial Officer

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