UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
20-F/A


(Mark
One)





______
              Registration
      Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act
      of 1934.




or





__x__
            Annual
      Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
      1934 for the Fiscal Year Ended __December 31,
      2007_________________.




or





Transition
      Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act pf
      1934.  For
      the transition period from _______ to
  ________.




Commission
file number 000-52145_____





Black Diamond Brands
Corporation


(Exact
name of Registrant as specified in its charter)








(Translation
of Registrant's name into English)







BusinessCorporationsAct (British
Columbia)





(Jurisdiction
of incorporation or organization)







Suite 600, 595 Hornby Street, Vancouver, BC, Canada,
V6C  2E8





(Address
of principal executive offices)





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





Title of each
class                           Name
of each exchange on which registered










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





Common
Stock, without par value


(Title of
Class)





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








(Title of
Class)





Indicate
the number of outstanding shares of each of the issuer's classes of capital or
common stock as of the close of the period covered by the annual report: 17,418,852 at
December 31, 2007.


1


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.___ Yes ___x___No





If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to filed reports pursuant to Section 13 or
15(d)  of the Securities Exchange Act of
1934___Yes X   No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) __x___Yes   No; and (2)
has been subject to such filing requirements for the past 90
days.  X_Yes

No.





Indicate
which financial statement item the registrant elects to follow:  X
Item 17   Item
18.





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





Large
accelerated filer __  Accelerated filer __  Non-accelerated filer
_X_





If this
is an annual report, indicated by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).___ Yes ___x___No





2


Black
Diamond Brands Corporation





Table of
Contents





Page
No.


Part
I





Item
      1.  Identity of Directors, Senior Management and
      Advisors
                    5Item
      2.  Offer Statistics and Expected Timetable
                    5Item
      3.  Key Information
                    5Item
      4.  Information on the Company
                    12Item
      5.  Operating and Financial Review and Prospects
                    18Item
      6.  Directors, Senior Management and Employees
                    21Item
      7.  Major Shareholders and Related Party
      Transactions
                    24Item
      8.  Financial Information
                    26Item
      9.  The Offer and Listing
                    26Item
      10. Additional Information.
                    28Item
      11.  Quantitative and Qualitative Disclosures About Market
      Risk
                    38Item
      12.  Description of Securities Other Than Equity
      Securities
                    38Part
      IIItem
      13.  Defaults, Dividend Arrearages and
    Delinquencies
                    39Item
      14.  Material Modifications to the Rights of Security Holders
      and Use of Proceeds
                    39Item
      15   Controls and Procedures
                    39Item
      16   [Reserved by SEC]
                    39Item
      16A Audit Committee Financial Expert
                    39Item
      16B Code of Ethics
                    39Item
      16C Principal Accountant Fees and Services
                    39Item
      16D Exemptions from the Listing Standards for Audit
    Committees
                    39Item
      16E Purchases of Equity Securities by the Issuer and Affiliated
      Purchasers
                    39


3


Part
III





Item
      17.  Financial Statements
                39Item
      18.  Financial Statements
                39Item
      19.  Exhibits
                39Signatures
                40




4


PART
I





Introduction.  Black
Diamond Brands Corporation (together with its subsidiaries, referred to as
“Black Diamond,” “Company”, “we”, “our” or “us”), a British Columbia corporation
organized in 2000, distributes adult beverages (wine and spirit products) in
Canada and the United States.  Historically, we have sold most of our
products, as a distributor, in Canada (British Columbia and Alberta), and a
small amount has been sold in New York.  We are now implementing a
business plan to produce and market our private label of Liberty ValleyTM wine
portfolio worldwide.  While continuing activities in the beverage
distribution sector, we are developing an additional business endeavor of
seeking undervalued oil and gas properties in Western Canada for potential
acquisition.





Item 1.  Identity of
Directors, Senior Management and Advisors.  The President &
CEO of the Company is Bradley J. Moynes, Suite 600, 595 Hornby Street,
Vancouver, BC, Canada, V6C 2E8; and the CFO of the Company is J. Robert Moynes,
Unit #8-1063 West 7th Ave.
Vancouver, BC V6H-1B2  See Item 6 for further
information.





The
Company’s audit firm is Watson Dauphinee & Masuch, Suite 420, 1501 West
Broadway, Vancouver, British Columbia V6J 4Z6.  For further
information, see Item 16C and the financial statements under Item
8.





Item 2.  Offer Statistics
and Expected Timetable.  Not applicable.





Item 3.  Key
Information.





A.     Selected Financial
Data.





The
following selected information should be read in conjunction with the Company’s
financial statements, and notes, filed with this Form 20-F.  This
information, and all other financial information in this Form 20-F, is stated in
Canadian dollars unless otherwise noted.





The
financial information is presented on the basis of generally accepted accounting
principles in Canada.  With respect to the Company’s financial
statements, there are no material differences from applying these principles
compared to applying United States generally accepted accounting
principles.  Please see note 15.





Selected
Consolidated Financial and Operating Data.





Period
      Ended
                  31
      Dec 2007
                Year
      Ended December  31,Operating
      Data
                
                2006
                2005
                2004
                2003
                2002Sales
                $3,965
                $  5,105
                $   124,847
                $   291,091
                $   204,661
                $65,3593Gross
      profit, net cost of sales
                $1,000
                3,204
                36,176
                123,516
                50,352
                22,185Net
      loss for the period
                (524,780)
                (440,672)
                (273,567)
                (118,432)
                (148,391)
                (186,428)(Loss)
      per common share –
                  basic
      & diluted
                (0.04)
                (0.04)
                (0.03)
                (0.01)
                (0.02)
                (0.02)Number
      of shares outstanding
                17,418,852
                13,577,223
                10,735,447
                9,168,780
                9,168,780
                9,228,500Balance
      Sheet Data
                Period
      Ended
                  31
      Dec 2007
                Dec
      31
                  2006
                Dec
      31
                  2005
                Dec
      31
                  2004
                Dec
      31
                  2003
                Dec
      31
                  2002Current
      Assets
                79,862
                104,245
                46,150
                170,415
                160,730
                27,348Current
      Liabilities
                427,164
                269,931
                194,375
                212,894
                183,071
                121,874Total
      assets
                88,400
                113,145
                55,517
                190,465
                207,184
                56,754Share
      Capital
                1,567,600
                1,025,342
                599,198
                369,170
                369,170
                344,802Accumulated
      Shareholder’s
                  deficit
                (1,915,764)
                (1,390,984)
                (950,312)
                (676,745)
                (558,313)
                (409,922)Dividends
      per common share
                0
                0
                0
                0
                0
                0




5





Exchange
Rates.





The
Company’s financial statements are stated in Canadian dollars.  The
Company realized a gain on foreign exchange of $31,803 and a loss of $(8,565)
for the years ended 2007 and 2006 respectively, and a gain of $6,817 for the
year ended December 31, 2005.  These gains, and the loss, were due to
currency swings between the Canadian and United States dollar.







In this
Form 20-F/A, references to “dollars”, “$” or “Cdn$” are to Canadian dollars,
unless otherwise specified.  Reference to “US$” refers to United
States dollars. The Bank of Canada closing exchange rate on December 31, 2007
was Cdn$0.9881 per US$1.00.Since June 1, 1970, the government of Canada has
permitted a floating exchange rate to determine the value of the Canadian dollar
as compared to the United States dollar. On March 31, 2007, the exchange rates
in effect for Canadian dollars exchanged for United States dollars, expressed in
terms of Canadian dollars (based on the noon buying rates in New York City, for
cable transfers in Canadian dollars, as certified for customs purposes by the
Federal Reserve Bank of New York) was $1.1529. For the past five fiscal years
ended December 31, and for the period between January 1, 2007 and December 31,
2007, the following exchange rates were in effect for Canadian dollars exchanged
for United States dollars, expressed in terms of Canadian dollars (based on the
noon buying rates in New York City, for cable transfers in Canadian dollars, as
certified for customs purposes by the Federal Reserve Bank of New
York):





Year
      Ended
              AverageDecember
      31, 2003
              $1.4014December
      31, 2004
              $1.3015December
      31, 2005
              $1.2116December
      31, 2006
              $1.1340December
      31, 2007
              $1.0747





Month
      ended
            High
            LowJanuary
      31, 2007
            $1.1848
            $1.1660February
      28, 2007
            $1.1804
            $1.1736March
      31, 2007
            $1.1817
            $1.1548April
      30, 2007
            $1.1600
            $1.1163May
      31, 2007
            $1.1163
            $1.0760June
      30, 2007
            $1.0760
            $1.0590July
      31, 2007
            $1.0701
            $1.0445August
      31, 2007
            $1.0830
            $1.0513September
      30, 2007
            $1.0595
            $0.9952October
      31, 2007
            $1.0012
            $0.9577November
      30, 2007
            $1.0020
            $0.9288




6


B.    Capitalization and Indebtedness.





The following table sets forth our
capitalization as of December 31, 2007, using:





•17,418,852
            shares
      outstanding on an actual basis; and•18,418,852
            shares
      outstanding on an as adjusted basis to reflect changes through July 17,
      2008.





On May
23, 2007, the Company completed a brokered private placement of 500,000 units at
a


price of
US$0.225 per unit, raising gross proceeds of $121,871 (US$112,500). One unit
consists


of one
common share and one share purchase warrant. One warrant entitles the holder
to


purchase
one additional common share of the Company exercisable at a price of US$0.40
per


share
until May 31, 2008. The Company paid finders’ fees in the amount of
$12,187


(US$11,250).





On June
27, 2008, the Company completed a brokered private placement of 1,000,000 units
at a price of US$0.15 per unit, raising gross proceeds of $153,810
(US$150,000).  One unit consists of one common share and one share
purchase warrant.  One warrant entitles the holder to purchase one
additional common share of the Company exercisable at a price of US$0.25 per
share until June 15, 2009.  The Company paid finders’ fees in the
amount of $15,381 (US$15,000).





You
should read this information together with our consolidated financial
statements, including the related notes, and Item 5, “Operating and Financial
Review and Prospects.”


Dec. 31, 2007
                                                                                                                                                                
                                                                                                                                                                As adjusted, July 17, 2008(audited)
                                                                                                                                                                
                                                                                                                                                                (unaudited)Cash
      and cash equivalents
                                                                                                                                                                $7,314
                                                                                                                                                                
                                                                                                                                                                $135,402Long-term
      obligations, less current portion
                                                                                                                                                                -
                                                                                                                                                                
                                                                                                                                                                $276,908Shareholders’
      deficiencyShare
      capital, without par value,shares
      outstanding: Dec 31, 2007 -17,418,852
      (18,418,852July 17, 2008)
                                                                                                                                                                $1,567,600
                                                                                                                                                                
                                                                                                                                                                $1,062,042Accumulated
      deficit
                                                                                                                                                                $(1,915,764
                                                                                                                                                                )
                                                                                                                                                                $(1,742,778)Shareholders’
      deficiency
                                                                                                                                                                $(300,260
                                                                                                                                                                )
                                                                                                                                                                $(126,612)Total
      Capitalization (long-term debt plusshareholders’
      deficiency)
                                                                                                                                                                $(88,400
                                                                                                                                                                )
                                                                                                                                                                $(85,644)
 7


*None of
the capitalization referred to above is secured or guaranteed. All amounts in
respect of capitalization including long term debt are unsecured and not
guaranteed.





C.     Reasons for The Offer and Use of
Proceeds.  Not applicable.




D.     Forward Looking-Statements and Risk
Factors.





Forward-looking
Statements.  In this document, we are showing you a picture
which is part historical (events which have happened) and part predictive
(events which we believe will happen).  Except for the historical
information, all of the information in this document make up "forward looking"
statements.  Specifically, all statements (other than statements of
historical fact) regarding our financial position, business strategy and plans
and objectives are forward-looking statements.  These forward-looking
statements are based on the beliefs of management, as well as assumptions made
by and information currently available to management.  These
statements involve known and unknown risks, including the risks resulting from
economic and market conditions, accurately forecasting operating and capital
expenditures and capital needs, successful anticipation of competition which may
not yet be fully developed, and other business conditions.  Our use of
the words "anticipate", "believe", "estimate", "expect", "may", "will",
"continue" and "intend", and similar words or phrases, are intended to identify
forward-looking statements (also known as "cautionary
statements").  These statements reflect our current views with respect
to future events.  They are subject to the realization in fact of
assumptions, but what we now believe will occur may turn out to be inaccurate or
incomplete.  We cannot assure you that our expectations will prove to
be correct.  Actual operating results and financial performance may
prove to be very different from what we now predict or
anticipate.  The "risk factors" below specifically address all of the
factors now identifiable by us that may influence future operating results and
financial performance.




8


Risk Factors.





Risks
Related to the Business.





We have a history of operating losses
and need additional capital to implement our business
plan.  For the period ended December 31, 2007, we recorded a
net loss of $524,780 from operations compared to a net loss of $440,672 for the
period ended December 31, 2006.  The financial statements have been
prepared using Canadian generally accepted accounting principles applicable to a
going concern.  However, as shown in note 1 to the financial
statements, our ability to continue operations is uncertain.  We will
need additional capital to fully implement our business plan of selling the
Liberty Valley TM product
line to United States consumers.





The
Company continues to incur operating losses, and has a consolidated deficit of
$1,915,764 as at December 31, 2007. Operations for the year ended December 31,
2007 have been funded primarily from the issuance of share capital and the
continued support of creditors.Historically, we have met working
capital needs primarily by selling equity to Canadian residents, and from loans
(including loans from relatives of principal shareholders).  We are
estimating that at least $500,000 will be needed to begin an active marketing
campaign for the Liberty ValleyTMwines, produce the products in
anticipation of sales, and pay general and administrative costs pending receipt
of revenues from selling the product.  A full implementation of our
business plan for the Liberty ValleyTMproduct line will be delayed until the
necessary capital is raised.  We are seeking sources of equity
capital, but there are no agreements in place as of the date this Form 20-F is
filed.  See Item 5, “Operating
and Financial Review and Prospects.”





We are dependent on two officers to
run our business, and may not be able to recruit and retain the key personnel
needed to build and run a large wine marketing
organization.  We are dependent on our president Bradley J.
Moynes, and vice president James Robert Moynes to run our business at the
present time.  As we begin a large sales, distribution and marketing
campaign for the Liberty ValleyTM
portfolio, we will have to recruit personnel with experience in wine
distribution and marketing.  The Company is early stage, so we may not
be able to successfully attract and retain such persons.




The Company may not be able to
effectively compete in the adult beverage production and sales
market.  We have distributed wine and spirit products in Canada
and the United States previously.  Our new business plan is to
introduce and sell our own branded Liberty ValleyTM wines
portfolio in the United States.





The
premium table wine industry is intensely competitive and highly
fragmented.  There are approximately 3,700 wineries in the United
States alone; the largest sell wine under their proprietary labels and are
vertically integrated with their own vineyards, and supplement their grape
inventory through contracts with independent producers.  Other
wineries bottle wine for various private label distributors.





Our
products may compete in the premium wine market segments with many other premium
domestic, and foreign, wines.  Our wines may also compete with
popular-priced generic wines and with other alcoholic and, to a lesser degree,
non-alcoholic beverages, for shelf space in retail stores and for marketing
focus by independent distributors, most of whom carry extensive brand
portfolios.  Being a fairly new and smaller company than many of our
competitors who have greater financial, technical, marketing and public
relations resources than we presently have, may put us at a
disadvantage.  We may be unable to compete successfully against other
producers.




9


We may not be able to establish and
maintain an effective distribution network in the United
States.  The success of the Liberty ValleyTM product
line will depend first on setting up distribution agreements with established
beverage distributors who will market the wines to their retail outlet and
restaurant customers;


and
second, on consumers buying the products.  Presently, we are in
negotiations with two large distributors but final terms have not been agreed
upon.  We expect the distributors we appoint to resell the products
principally to retail outlets including grocery stores, package liquor stores,
club and discount stores, and restaurants.  The replacement or poor
performance of a distributor, or an inability to collect accounts receivable,
could materially and adversely affect the Company’s results of operations and
financial condition.  Distribution channels for adult beverage
products have been consolidating in recent years.  In addition,
retailers of the Liberty ValleyTM brand
will also be offering other wines that will compete directly with ours for
retail shelf space and consumer purchases. There is a risk that resellers may
give higher priority to competing products.  Our distributors may not
continue to repurchase our products or provide their customers with adequate
levels of promotional support.




Reliance on limited product sources
may adversely impact the Company.  The Company has negotiated a
five year custom case goods supply and distribution agreement with Oak Ridge
Winery of Lodi, California to produce, bottle, label and ship Tier I, Tier II
and Tier III Liberty ValleyTMwines.  We will be dependent on their timely production and
shipping of product that meets our specifications.  Failure to meet
our specifications could result in alternative sourcing, which may cause
interruption to our business.





The Liberty ValleyTMproduct line has not been
demonstrated to have broad consumer appeal.  We have sold only
a limited amount of the new product line.  While we have spent
considerable time and capital investing in the market opportunity there is no
assurance Liberty Valley TM will have broad consumer appeal. After investing time
and capital into initial production runs, the products may not sell in expected
volumes.  The Company is not a large corporation introducing a new
product, with the ability to absorb the losses of a failed market
introduction.  Such a failure could harm the Company’s ability to stay
in business.





Variable sales may cause stock price
variances.  The adult beverage distribution industry is subject
to seasonal and quarterly fluctuations in revenues and operating
results.  Sales volume tends to increase during summer months and the
holiday season, but decrease after the holiday season.  As a result,
our sales and earnings are likely to be highest during the fourth quarter and
lowest in the first quarter. This may cause fluctuations in the market price of
our common stock.




Vineyard disease and other factors
could adversely impact operations.  Various diseases, pests,
fungi, viruses, drought, frosts and certain other weather conditions can affect
the quality and quantity of grapes available to the vineyards we will sign
up.  Many California vineyards have been infested in recent years with
phylloxera. It is possible that our producers’ vineyards could be infected with
current or new strains of phylloxera.  Pierce's Disease is a vine
bacterial disease that has been in California for more than 100
years.  Both of these diseases are hard to control after
infestation.  In addition, future government restrictions on the use
of fertilizers and other materials in grape growing may increase vineyard costs
and/or reduce production.  Grape growing also requires adequate water
supplies. A substantial reduction in water supplies could result in material
losses of grape crops and vines.  If these factors impact
our producers, our costs may be increased thus affecting
profitability.




Our business requires vigilant
protection of intellectual property.  Our Liberty ValleyTM wines
are branded consumer products.  The market’s ability to distinguish
our brand name from the competition depends, in part, on the vigilant
enforcement of the name.  Competitors may use trademarks, trade-names
or brand names that are similar to ours, which could weaken our intellectual
property rights. If competitors infringe on


10


our
Company, we may have to litigate to protect the rights.  Litigation is
expensive and would divert attention from business operations, and the end
result of any litigation is uncertain.





Product liability claims could
adversely impact the business.  A discovery of contamination in
any of our wines, through tampering or otherwise, could result in a product
recall, which would significantly damage our reputation and could seriously harm
our business and sales.  Although the Company will maintain insurance
against such risk, it might not be enough to cover liabilities.





Increased excise taxes or changes in
government regulation could hurt operations.  The sale of
beverage alcohol products in the United States is subject to excise and other
taxes, which change from time to time.  Significant increases in these
taxes could materially and adversely affect the Company’s financial condition or
results of operations. Recently, many states have considered proposals to
increase, and some of these states have increased, state alcohol excise taxes.
New or increased licensing fees, requirements or taxes could also have a
material adverse effect on the Company’s financial condition or results of
operations.





The
beverage alcohol products industry is subject to extensive regulation by
federal, state and local governmental agencies concerning such matters as
licensing, trade and pricing practices, permitted and required labeling,
advertising and relations with wholesalers and retailers.  Some
federal and state regulations also require warning labels and
signage.  Changes could require re-labeling of our wines, which is
expensive and time-consuming, because any changes must be approved by the
Alcohol and Tobacco Tax and Trade Bureau, US Department of the Treasury, (the
“TTB”).





Our entry into the oil and gas
property acquisition business may not be successful and there are risks
attendant to these activities which are different from our wine distribution
business.  The Company intends to retain a third party oil and
gas engineer to assist the Company by identifying undervalued oil and gas
interests in Western Canada that might be appropriate to acquire.  The
individual will have experience in the petroleum industry and be responsible for
all operations of the newly established 100% subsidiary; Point Grey Energy Inc.,
as our current officers and directors (Bradley Moynes and Robert Moynes) have
limited experience in the oil and gas business.





The oil
and gas property acquisition business is highly competitive, and is populated
with many companies, large and small, with the capital and expertise to
evaluate, purchase, and exploit producing and nonproducing
opportunities.  Even with capital and experience, the industry risks
of drilling dry holes and cost overruns are
significant.  Environmental compliance is an increasingly complex and
costly burden to entry for many new exploration areas, and often times, and even
if permits are obtained, they are sufficiently restrictive that a property
cannot be explored to its full potential.





We may
not be able to locate acquisition opportunities, or finance those we
can.  We offer no assurance that our entry into this business activity
will be successful.  Pursuant to a Rights Purchase Agreement dated
June 24, 2008, the Company agreed to acquire certain oil and gas rights in a
property located in the Montag area of Alberta (the “Montag Property”) for a
cash consideration of $20,500. The acquisition is pending on the resolution of a
dispute between the vendor and the underlying owner and operator of the Montag
Property with respect to the vendor’s entitlement to a working interest in the
Montag Property.





Risks
Related to Our Stock.





If we have to raise capital by
selling securities in the future, your rights and the value of your investment
in the Company could be reduced.  If we issue debt securities,
the lenders would have a claim to


11


our
assets that would be superior to the stockholder rights.  Interest on
the debt would increase costs and negatively impact operating
results.  If we issue more common stock or any preferred stock, your
percentage ownership will decrease and your stock may experience additional
dilution, and the holders of preferred stock (called preference securities in
Canada) may have rights, preferences and privileges which are superior to (more
favorable) the rights of holders of the common stock.  It is likely
the Company will sell securities in the future.  The terms of such
future transactions presently are not determinable.





If the market for our common stock is
illiquid in the future, you could encounter difficulty if you try to sell your
stock.  Our stock trades on the “OTC.BB” but it is not actively
traded.  If there is no active trading market, you may not be able to
resell your shares at any price, if at all.  It is possible that the
trading market in the future will continue to be "thin" or "illiquid," which
could result in increased price volatility.  Prices may be influenced
by investors' perceptions of us and general economic conditions, as well as the
market for beverage companies generally.   Until our financial
performance indicates substantial success in executing our business plan, it is
unlikely that there will be coverage by stock market analysts will be extended.
Without such coverage, institutional investors are not likely to buy the
stock.  Until such time, if ever, as such coverage by analysts and
wider market interest develops, the market may have a limited capacity to absorb
significant amounts of trading.  As the stock is a “penny stock,”
there are additional constraints on the development of an active trading market
– see the next risk factor.





The penny stock rule operates to
limit the range of customers to whom broker-dealers may sell
our  stock in the market. In general, "penny stock" (as defined
in the SEC’s rule 3a51-1 under the Securities Exchange Act of 1934) includes
securities of companies which are not listed on the principal stock exchanges,
or the Nasdaq National Market or the Nasdaq Capital Market, and which have a bid
price in the market of less than $5.00; and companies with net tangible assets
of less than $2 million ($5 million if the issuer has been in continuous
operation for less than three years), or which has recorded revenues of less
than $6 million in the last three years.





As "penny
stock," our stock therefore is subject to the SEC’s rule 15g-9, which imposes
additional sales practice requirements on broker-dealers which sell such
securities to persons other than established customers and "accredited
investors" (generally, individuals with net worth in excess of $1 million or
annual incomes exceeding $200,000, or $300,000 together with their spouses, or
individuals who are the officers or directors of the issuer of the
securities).  For transactions covered by rule 15g-9, a broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to
sale.  This rule may adversely affect the ability of broker-dealers to
sell our stock, and therefore may adversely affect our stockholders' ability to
sell the stock in the public market.





Your legal recourse as a United
States investor could be limited.  The Company is incorporated
under the laws of British Columbia.  Most of the assets now are
located in Canada.  Our directors and officers and the audit firm are
residents of Canada.  As a result, if any of our shareholders were to
bring a lawsuit in the United States against the  officers, directors
or experts in the United States, it may be difficult to effect service of legal
process on those people who reside in Canada, based on civil liability under the
Securities Act of 1933 or the Securities Exchange Act of 1934.  In
addition, we have been advised that a judgment of a United States court based
solely upon civil liability under these laws would probably be enforceable in
Canada, but only if the U.S. court in which the judgment were obtained had a
basis for jurisdiction in the matter.  We also have been advised that
there is substantial doubt whether an action could be brought successfully in
Canada in the first instance on the basis of liability predicated solely upon
the United States' securities laws.





Item
4.  Information on the Company.


A.  History
and Development of the Company.


The
Company is a British Columbia corporation (organized on December 28, 2000,
incorporation number BC 0619991, which is the incorporation number reflecting
transition to the new corporate statute (the British Columbia Business
Corporations Act)).  The registered office is at 4th Floor
888 Fort Street Victoria, British Columbia, V8W- 1H8.  The corporate
office is at Suite 600-595 Hornby Street, Vancouver, British Columbia, V6C 2E8;
telephone (604)-646-5620.  We do not have an agent in the United
States.


12





The
Company’s legal name is Black Diamond Brands Corporation and business is carried
on in this name and/or Black Diamond Importers Inc.  in Canada at this
time.  On June 26, 2007 the Company changed it corporate name from
Black Diamond Holdings Corporation to Black Diamond Brands
Corporation.





B.   
Overview.




Since
2001, we have been engaged in the distribution of adult beverage products in
Canada (primarily in the Provinces of British Columbia and Alberta), through our
wholly owned subsidiary, Black Diamond Importers Inc.  Beginning in
mid-2003, we began marketing private label wine products in the United States
under the “Liberty Valley”TM name
and label, with red and white wines produced in Argentina.  These
activities were conducted through Black Diamond Importers Inc., a wholly-owned
Canadian subsidiary.  The trademark “Liberty Valley TM” originally was
issued by the United States Patent and Trademark Office to Black Diamond Brands
Corporation and is now owned by its wholly-owned U.S. subsidiary, Liberty Valley
Wines, LLC (LVW).  Our wine portfolio is produced and supplied in
partnership with historic Oak Ridge Winery of Lodi, California; the oldest
operating winery in Lodi since 1934.




The
Company has invested minimally in capital equipment, in the aggregate sum of
$6,824 in 2007 and 2006.  From incorporation to the year ended
December 31, 2005, the Company raised US$599,198 in capital through offerings of
its common shares and invested this capital into funding its Canadian and United
States business.  In 2006 the Company raised a further US$417,603 and
an additional US$109,684 in 2007 and invested it on brand development, market
and branding surveys, inventory and legal and accounting expenses to become a
fully reporting issuer and file a registration statement with the Securities and
Exchange Commission. The Company is not expending any capital on divestitures at
this time and has no intention to secure capital to undertake any such
divestitures.  For the period ending July 17, 2008, the Company raised
a further US$135,000 net of commissions and utilized the capital to complete
development of the Liberty Valley brand, legal and accounting expenses,
copyright licensing agreement and business strategies required to distribute its
products in the United States.  The Company also utilized $20,500 to
purchase a 5% carried interest in a natural gas property in Alberta,
Canada.





The wine
distribution business is affected by seasonality insofar as consumer demand
peaks during certain months, particularly November and December as well as
during the summer months.  Our access to inventory is thus impacted
for a month or more prior to the onset of consumer demand, as we must order
product to be in line for delivery to distributors along with other customers of
the wine producers/vineyards.  As a result, revenues peak in spring
and autumn.





Business
in Canada.




Our
business began with securing the Canadian distribution rights to an Italian
produced infused vodka product known and branded as Zone Vodka, which had not
previously been sold in Canada.  We negotiated Canadian distribution
rights with the manufacturer and started up a sales and marketing strategy based
on creating demand without mass advertising. The provincial government controls
the distribution of adult beverages in Canada and specifically British
Columbia.  Retail distribution is facilitated through government
operated liquor stores and through private beer and wine stores or local agents
acting on behalf of the government.   For all products imported
into British Columbia, the Liquor Distribution Branch (the “LDB”) is the
“importer of record.”  Ownership and title of the products, however,
remains with the Company until LDB orders the product.  The LDB sets
listings and prices and only those products that secure a listing are made
available to the consumer.  Sales quotas must be maintained for
products to keep their listing.




We were
successful in establishing brand recognition in the restaurant and licensed
establishment industry to create consumer awareness, and through this a retail
demand for its licensed products and consequent listing of these products with
the British Columbia LDB.  We believe that  our strategy of
creating demand resulted in a number of products obtaining LDB listing status
and that otherwise these products would never have been sold in
Canada.  We refer to this strategy as “pull marketing.”




13


We
established the Company as a reputable Canadian distributor of premium adult
beverage products.  Of critical importance was the identification of
new high quality lifestyle products that did not have distribution in Canada and
specifically Western Canada.  The strategy of driving consumer
interest in potential new product listings led to negotiating licensing
agreements for a diversified group of product offerings.  We secured
licenses to distribute Zone Vodka and Redrum as well as a collection of unique
French, Argentinean and Chilean wines and tequila products.




Due in
part to the structure and regulation of the Canadian beer, wine and spirits
industry, the key to success as a distributor requires the securing of listings
of products with the local liquor distribution agencies and providing consumer
awareness for the products distributed.  Capital requirements were
limited given that once a listing was secured; the purchaser became the
LBD.  This made entrance into the business more dependent upon the
quality of product and securing the listing, than upon capital necessary to
procure inventory.  The Company utilized pull marketing to secure
listings for its licensed products and established a reputation for quality and
support for the British Columbia and Alberta liquor distribution
authorities.





While the
Canadian business model had attractive features, it was constrained by very
small margins and a relatively small consumer base. Growth of the business was a
direct function of volume and price.  We considered purchasing and/or
joint venturing with other distributors whose primary value was the quality of
their listings.  However, like the Company’s business in Canada, often
the value of the smaller distributors depends on relationships they hold with
the producer (i.e. the distiller or the vintner).  In the absence of a
continuing and quantifiable relationship with the producer, value can’t be
quantified.  Thus, after reviewing several potential acquisitions, we
concluded that either substantial capital was required to purchase mature
distributors, or in the case of smaller enterprises, the long-term value could
not be adequately quantified. Therefore, expansion through acquisition was not
pursued.





We began
to identify other business opportunities in wine and spirits, and in particular,
private labeling our own product for distribution in the United States, where we
believe the opportunities for profit margin are significantly
greater.  In the United States, generally, the adult beverage
distribution industry is subject to labeling and production regulations, and
taxation, but products are sold by the private sector without
having  to be approved (“listed”) by the government.




Sales
volumes in 2004 through 2007 reflect the change in direction to a new business
model.  In 2004, sales were $291,091, 2005 sales were $124,847 in 2006
and 2007 sales declined to $5,105 and $3,965 respectively, as we focused our
efforts on a private label for the United States market. See Item 5, “Operating
and Financial Review and Prospects” below.




Notwithstanding
the above, the Company will continue to import and market its wine and spirit
products in Canada, as these products yield better profit margins than did our
previous brands  in Canada.  The importation of wine brands
into Canada is expected to increase and continue to be a major component of the
overall business due to the recent increase and strength of the Canadian
currency.  The Canadian distribution business enabled the Company to
establish itself as a reputable distributor and to gain credibility with
domestic and international wineries.  Although the sales volumes
generated annually were not significant, access to the beverage market and the
ability to secure industry relationships, which were established in the
Canada-side business activities, helped us develop the current expanded business
model (and in particular, the distribution of the Liberty Valley wine products
in the United States.





14


Business
in the United States.




Liberty
Valley Private Label.




In
November 2001, management visited New York City and met with a local chamber of
commerce to establish a format for the distribution of a private labeled wine
product, known as “Liberty Valley”TM, using
a “cause marketing” plan for a chamber to assist in providing product awareness
and access to restaurants and wine bars.  We view cause marketing as a
variant on our basic pull marketing strategy, except that it will involve our
own “private labeled” products.  Part of the cause marketing strategy
is to make donations to chambers of commerce or charities, as a means of
enlisting the assistance of persons who have business contacts in the
hospitality, wholesale and retail beverage distribution industry and to get
visibility (brand awareness) for our product.




The Company prepared a soft launch or
test marketing and sales program in August, 2003.  During 2004, we
developed significant interest for Liberty ValleyTM in New
York City with representatives of the wine industry, the financial community and
political circles.  The Company’s President, Brad Moynes, was a guest
at a United Nations networking event where Liberty ValleyTM wines
were showcased, participated in the Veteran’s Day Parade in 2005, 2006 and 2007
collectively, and proudly supported New York revitalization efforts, and
attended events with the City’s chamber members and other
dignitaries.  Further contacts have been developed in 2007 and
2008.








Trademark
and TTB Approval.





The
United States Patent and Trademark Office originally issued to Black Diamond
Brands Corporation a registered trademark for the Liberty ValleyTM
name.  In 2005, the trademark was sold for $1.00 to Liberty Valley
Wines LLC.




All
labels for wine and spirit products sold in the United States must be approved
by the Alcohol and
Tobacco Tax and Trade Bureau, United States Department of the Treasury,(the “TTB”) under the Federal Alcohol Administration Act the first
Liberty ValleyTM label
(for an Argentinean produced wine) was submitted to the TTB for approval, and
was approved by the TTB on January 14, 2003.  The labels are unique
because they feature high definition images of the Statue of Liberty, a United
States national monument.  The placement with an image of a national
historic monument on a wine or spirit label is unique and to our knowledge we
hold the only exclusive license to do so with respect to the Statue of
Liberty.





Redesigned
labels and a marketing plan for the Liberty ValleyTM wine
collection, with improved quality images of the Statue of Liberty, were
submitted and the labels were approved by the TTB on
06/10/2006.   In April 2008, the Company entered into a copyright
licensing agreement with an arm’s length party for the exclusive right to use
copyrighted photographs on the Company’s wine bottles and for advertising and
promotional use for a term of 3 years.  Pursuant to the agreement, the
Company agreed to pay a fee of US$30,000 in consideration for prior uses of the
copyrighted photographs. The Company accrued such fee in advertising and
promotion expense for the year ended December 31, 2007. The Company is also
committed to pay a minimum royalty of US$22,500 per year to be applied against a
royalty of US$1.00 per case of certain wine products sold by the
Company.  The above fees and royalty payments are secured by the
personal guarantees of the President and Vice-President of the
Company.





Marketing and Distribution.





Cause
Marketing.





“Cause
marketing” is traditionally understood as a commercial relationship between a
charity and a


15


company,
which involves associating a charity’s logo with a brand, product or
service.  The association encourages sales of the product as well as
raising funds for the charity.  We have intended to develop a variant
of cause marketing by agreeing to make contributions to the charities supported
by businessmen who have contacts in the wholesale and retail wine distribution
industry, as well as the restaurant industry.  Contributions will be
based on sales volumes (a percentage of gross sales to the introduced contacts),
and will be recorded as a cost of sales.  In our previous business
activities in New York  we conducted a cause  marketing
program with one of the local chambers of commerce.





Distribution.





We are
currently presenting our portfolio to several large wine distributors, as well
as several national  retail chains, to purchase our Liberty Valley
Wine portfolio in the United States.  We would anticipate that our
relationship will be such that the distributor will purchase product directly
from us at standard commercial margins within our industry on a wholesale
basis.





Wine
Supply and Source.





On June
14, 2007 the Company entered into an exclusive custom wine case goods supply
contract with Oak Ridge Winery for a period of five years.  Oak Ridge
Winery is the oldest operating winery in Lodi, California since 1934. We intend
to formulate a comprehensive production, sales, distribution and marketing
relationship with Oak Ridge for the Tier I, Tier II and Tier III Liberty
ValleyTM
portfolio (see below).  The winery has historic roots and specializes
in private label case goods and produces wine from its own vineyards and from
grapes bought from other producers.  We expect the relationship to
provide consistent quality, firm pricing, bottling, labeling, shipping, and all
label compliance issues with the TTB.





16


Brand
Offerings.





We intend
to offer a three-tiered price-break of the Liberty ValleyTM
portfolio.  We believe each Tier will be of higher quality than
competing brands and offered at more competitive prices to
consumers.




·
            Tier
      I - the Valor Series - will be a Cabernet Sauvignon and a Chardonnay, with
      a suggested retail price of approximately US$10.00 per bottle. The product
      will be targeted to national retailers and volume accounts.  The
      label is a redesigned version of the original Liberty ValleyTM
      from 2003.




·
            Tier
      II - the Freedom Series – will be a Cabernet Sauvignon, Merlot and a
      Chardonnay, with a suggested retail price of approximately US$15.00 per
      bottle.




·
            Tier
      III - the Signature Series – will be a Pinot Noir, Zinfandel and a
      Chardonnay, super premium, priced in the US$40.00 per bottle
      range.  These wines will be targeted to exclusive hotels and
      restaurants, national retail accounts, and other selected ultra premium
      markets.




Distribution
Agreements.





We are
presently seeking distribution relationships with several major distribution
companies in the United States who collectively cover the majority of the United
States wine and spirits market.  No agreements have been signed to
date.





Competition.





Sustained
growth in per capita wine consumption in the United States, and an increasing
number of domestic and foreign wine producers has created an extremely
competitive environment for the Company.  The successful marketing of
our quality and reasonably priced wines, with the distinctive Liberty
ValleyTM label,
will depend on the ability of our cause marketing contacts to induce the
end-point retailers (liquor and wine outlets, restaurants, etc.) to feature and
recommend our products.





However,
new quality wine products are introduced to the United States market every year,
and many of the established brands are backed by large and well financed
companies with a history of successful sales with distributors.  We
cannot offer assurance that our marketing efforts will be
successful.





The
Company’s Organization Structure.





Black Diamond Brands Corporation (the
“Company”):





Black Diamond Importers Inc. – British
Columbia, Canada, corporation – 100% subsidiary.





Liberty Valley Wines, LLC – Delaware,
U.S, limited liability company – 100% subsidiary.





Point Grey Energy Inc. – Alberta,
Canada, corporation – 100% subsidiary.








Property, Plant and
Equipment.





The
Company currently leases office space (approximately 300 square feet) at Suite
600, 595 Hornby Street, Vancouver, British Columbia V6C 2E8; this lease is for
$2,000 per month on a month to month basis.




17


Warehouse
space for Canadian product inventory is provided by Container World, a British
Columbia company.  Container World provides inventory management,
prepares and executes customs and duties forms, and freight forwarding services
for the Company.  Similar services for Liberty ValleyTM in the
United States and elsewhere will be provided exclusively by Oak Ridge Winery.
See Item 5, Operating and Financial Review and Prospects.





We own
computer and office furniture and equipment with a depreciated cost of $1,654
December 31, 2007.  See note 5 to the financial
statements.





Activities
in the Oil and Gas Sector





On June
24, 2008, the Company signed an agreement to purchase a 5% carried interest in
an oil and gas property located in the Montag area of Alberta, Canada for
$20,500.  The oil and gas rights to be purchased by the Company are
five percent (5%) of the Montag Project rights, in respect of the lands and
interests described in Table 1 of the November 1, 2006 Montag Area Gas Property
Reserve and Economic Evaluation prepared by Chapman Petroleum Engineering Ltd.
The evaluation report confirms that the Proved plus Probable reserves estimated
for the Montag property are approximately 8.5 Bcf.





Closing
of the agreement is subject to resolution of a dispute between the vendor and
the underlying owner and operator of the property, as to title of the subject
working interests.  The vendor is of the view that it is entitled to a
40% working interest in the lands and interests described in Table 1 of the
Chapman Report, plus a right to be carried for the capital cost obligations
associated with one-half of that 40% working interest.  The vendor
grants the Company the right of first refusal to any future transfers of its’
rights, claims and interests in the Montag Property.











Item
5.   Operating and Financial Review and Prospects.





The
Company's financial statements are stated in Canadian dollars and have been
prepared in accordance with Canadian Generally Accepted Accounting Principles
("Canadian GAAP").  In some respects financial statements prepared
under Canadian GAAP may differ materially from financial statements prepared
under United States Generally Accepted Accounting Principles ("US
GAAP").  As of December 31, 2007 there were no material differences in
result between the two GAAP presentations.





The
Government of Canada permits a floating exchange rate to determine the value of
the Canadian dollar against the United States dollar.  We anticipate
that almost all of our future sales will be made in Canada and the United
States.  If currency exchange rates fluctuate substantially, cash
flows from operations could be impacted negatively or positively, depending on
direction.








A.    Operating
Results.





Fiscal Year Ended December 31, 2007,
Compared to Fiscal Years Ended December 31, 2006 and 2005.





Revenues
decreased from $5,105 in 2006 to $3,965 for 2007 due to the Company’s focus on
developing its private label brand in the United States and less focus of the
import business which contributed the previous year’s sales
revenue.  Revenues decreased as we re-established several supplier
relationships for the Canadian importing and distribution business Operating
profits in 2006 and 2007 were a direct function of revenues in those
years.  The higher net loss in 2007 reflects higher expenses and the
impact of fixed warehouse and distributor fees paid on lower revenues for the
period.





During
2007 the vast majority of the Company’s distribution business was based in
Canada, where the


18


Company
sold higher priced products as opposed to 2006 where it sold lower priced
products.  To this extent, more emphasis was placed upon Canada
generally.  In 2006 and 2007 collectively, the Company realized it had
a much greater opportunity for the distribution of its own branded product in
the United States.  Given the structure of the Canadian distribution
system, the strategy is to develop a label which appealed to the United States
consumer, source the product in the United States from high quality vintners and
enter into strategic distribution relationships.  This activity
consumed human and financial capital in 2007 and accordingly the sales swings
disclosed in the financial statements are simply a result of resource allocation
to the emerging business.





In 2006
and 2007, 95% of the gross sales of the Company were generated from the Canadian
distribution business.  No material contribution was made by the
limited sale of Liberty Valley wines in New York.   The expanded
business model means that by comparison, US operations are expected to be the
dominant contributor to revenues.  Canadian operations will continue
as a matter of courtesy to support vendor spirit brands however the primary goal
of the Company is to expand in the United States with its own trademarked and
approved brand, Liberty Valley.  The United States expansion is a much
more robust business model.  It is not expected that the Canadian
operation will have a significant impact on operating results in the
future.





Expenses
increased by 20% in 2007 compared to 2006, primarily due to increased consulting
fees.  Accounting and legal costs declined 44.67% (most of these
expenses were related to legal, trademark and copyright costs).  Other
categories that declined (advertising and promotion, down 4%; travel, down
73.11%; and office/office rent/telephone, down 38.12%).  In addition,
management fees (salaries to officers) was $129,425 in 2007, and $136,116 in
2006 down 4.92%.





The
warehouse rent, freight forwarding and distributor fees components of expenses
in 2005, 2006 and 2007 are comprised of amounts paid to Container World (for
products held for sale in Canada). Warehouse rent expense and freight forwarding
declined in 2006 and 2007 as we were able to negotiate better warehousing terms
with Oak Ridge Winery.  The Canadian side of the business began
winding down and we awaited the outcome of initial marketing in the United
States to assess the economics of the Liberty ValleyTMproduct
line.  This expense item will increase to the extent the product line
is successful in the United States, but shipping costs will be significantly
decreased by having product bottled and shipped within the United
States.  In mid-2007, we had a very limited amount of inventory in
Canada, however we are expected to increase inventory with several new supply
agreements from Oak Ridge Winery and the Kent Rasmussen Winery, both domestic
wineries from California. The import into Canada business is becoming more
attractive due to the parity between the Canadian and United States
dollar.  Margins are attractive and projected to continue to be
favorable.





The
distributor fees component of expenses in the three years also comprise of
government fees and expenses incurred in the distribution business (customs,
duties, compliance reporting, and the like).  As a percentage of
sales, this line item is expected to be significantly lower for sales of United
States products in the United States, compared to the distributor fees expense
in the three years related to shipping foreign product into Canada and the
United States.





The
decrease in management fees and advertising and promotional expenditures in 2007
is the result of management fees to acceptable commercial levels for the
Company’s two operating principals and the decrease in expenses incurred by the
Company to develop the marketing plans and branding concepts for Liberty
Valley.





We
recorded a foreign exchange gain of $6,817 in 2005, a loss for this item of
$(8,565) in 2006 and a gain of $31,803 in  2007 as the Canadian dollar
(product sales in Canada) appreciated substantially over the cost of goods
(purchased outside Canada).  Also negatively impacting operations in
2005 was the write-down of $31,800 in obsolete inventory held in by MHW Ltd. on
our behalf in New Jersey.  The amount of inventory


19


was
approximately 1,500 cases of Liberty ValleyTM
cabernet sauvignon and chardonnay (2002) vintage wines that had exceeded the
peak “best before date.” The Company decided to destroy the wine rather than
risk a poor wine review from consumers.  The quality shelf life
expectancy for these products is approximately 3.5 years.  At December
31, 2007, inventory was 90.6% of the amount recorded at December 31,
2006.








B.    Liquidity
and Capital Resources.





Historically,
we have financed operations through loans (most from related parties) and by
selling equity.  At December 31, 2007, total debt was $427,164 of
which $156,228 was due to related parties as shareholders loans. The related
parties are both officers and directors of the Company.  Related party
debt is unsecured.  See notes to the annual financial
statements





In 2007,
we sold to residents of Canada 500,000 units (one share for US$0.225 and one
warrant to buy a share for US$0.30 until May 31, 2008) for net proceeds of
$112,500.  We also reduced accounts payable and an unrelated party
debt by issuing shares.  See note 8 to the annual financial
statements.





In 2006,
additional capital in the net amount of US$ 448,766 was raised by the sale of
2,791,776 units, and an account payable to an officer in the amount of US$7,500
was reduced by the issuance of 50,000 shares.  See note 14 to the
financial statements as at December 31, 2005.





The
working capital deficiency at December 31, 2007 was $347,302.  A
significant part of the working capital deficiency is attributable to the
existence of accounts payable with no offsetting inventory or accounts
receivable. Additional capital will be needed to sustain operations and in
particular to launch the Liberty ValleyTM
products in 2008 and 2009.  We estimate that at a minimum, $500,000
will be required to pay for initial inventory and implement a sales and
distribution agreement. It is likely that the balance will be raised through
operating lines of credit or via equity capital.  There are no present
arrangements to raise the capital, and it is possible that we will be
unsuccessful in this effort.





C.    Research and Development, Patents and
Licenses, Etc.Not applicable.





D.    Trend
Information.





Management
is not aware of any trend, commitment, event or uncertainty that is expected to
have a material effect on its business, financial condition or results of
operations.


E.  Off-Balance Sheet
Arrangements.  Not applicable.


20





F.     Contractual
Obligations.




The Company’s contractual obligations
consist of payments to be made to the Company’s president and CFO US$60,000
each, pursuant to management agreements dated January 1, 2008.







Payments
      Due By PeriodLess
                                  
                                  
                                  Morethan
      1
                                  1-3
                                  3-5
                                  than
      5Total
                                  year
                                  years
                                  years
                                  yearsUS$120,000
                                  -0-
                                  US$120,000
                                  -0-
                                  -0-










Item
6.   Directors, Senior Management, and Employees.





A.    Directors, Senior Management, and
Employees.





The
following table sets forth the name, positions held and principal occupation of
each of our directors, senior management and employees upon whose work the
Company is dependent.  Information on such persons’ share ownership is
under Item 7.





Name
      and Positions Held
            Experience
      and Principal Business ActivitiesBradley
      J. Moynes (38)
              President,
      Chief Executive Officer, and Director
            President
      and CEO, and Secretary-Treasurer of the Company since December
      2000.  From June 2000 until he became an officer and Director of
      the Company, Mr. Moynes was an Investment Advisor with a broker-dealer
      firm registered in Canada.  Mr. Moynes attended Orange Coast
      College in Costa Mesa, California from 1989 to 1991.J.
      Robert Moynes (63)
              Vice-President
      and Director
            Vice-President
      of the Company since December 2000 and CFO since  July
      2008.  Mr. Moynes and his wife Georgia Moynes (a principal
      shareholder of the Company) are the parents of Bradley J.
      Moynes.


21


B.     Compensation.





SUMMARY
COMPENSATION TABLE





The
following table sets forth the compensation paid to the three executive officers
of the Company in the three fiscal years ended December 31, 2007.  The
table includes compensation paid for service by such persons to subsidiaries.
All compensation is in US dollars.





Long Term CompensationAnnual
      Compensation
                        
                        
                        Awards
                        Payouts(a)
                        (b)
                        
                        (c)
                        
                        (d)
                        (e)
                        (f)
                        
                        (g)
                        
                        (h)
                        
                        (i)OtherName
                        
                        
                        
                        
                        
                        Annual
                        Restricted
                        
                        
                        
                        LPIT
                        All
      Otherand
      Current
                        
                        
                        
                        
                        
                        Compen-
                        Stock
                        
                        Options(6)
                        
                        Pay-
                        Compen-Principal
                        
                        
                        
                        
                        
                        sation
                        Award(s)
                        
                        or
                        
                        Outs
                        sationPosition
                        Year
                        
                        Salary($)
                        
                        Bonus($)
                        ($)
                        ($)
                        
                        SARs(#)
                        
                        ($)
                        ($)Bradley
      J. Moynes,
                        2007
                        
                        $60,000
                        
                        $
      -0-
                        
                        $-0-
                        
                        $  -0-
                        
                        -0-
                        
                        $-0-
                        
                        $
      -0-President
      and CEO
                        2006
                        
                        $60,000
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        $-0-
                        
                        -0-2005
                        
                        $36,000
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-J.
      Robert Moynes,
                        2007
                        
                        $60,000
                        
                        $ -
      0-
                        
                        $  -0-
                        
                        $  -0-
                        
                        -0-
                        
                        $-0-
                        
                        $
      -0-Vice-President
                        2006
                        
                        $60,000
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-2005
                        
                        $33,360
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-Brian
      Cameron
                        2007
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-
                        
                        -0-CFO*
                        2006
                          2005
                        
                        $33,116
                          $30,526
                        
                        -0-
                          -0-
                        
                        -0-
                          -0-
                        
                        -0-
                          -0-
                        
                        -0-
                          -0-
                        
                        -0-
                          -0-
                        
                        -0-
                          -0-








Executive
Compensation Plans and Employment Agreements.





Management
Agreements.





On
January 1, 2003, the Company signed ten-year Management Agreements with Brad J.
Moynes and J. Robert Moynes, to pay US$36,000 annually to each for service as
officers.  In 2005 and 2004, US$34,680 and US$20,000 was paid to each
of them; the balance which would have been owed under the Management Agreements
was waived by them.  Nothing was paid to them in 2003, and they have
waived all amounts for 2003. By agreement, management fees to be paid in
accordance with the management agreement were not paid and were waived by the
recipients, and accordingly were not expensed in the period.  All
amounts that would otherwise have been payable pursuant to the management
agreements have been forgiven and the Company has no further obligation pursuant
to those contracts.





On
January 1, 2008, the Company signed ten-year Management Agreements with Bradley
J. Moynes and  J. Robert Moynes, replacing the 2007
agreements.  Under the new Management Agreements, the Company has
agreed to pay each officer US$60,000 annually.




22


On
February 25, 2005, the Company signed a three month Consulting Agreement (for
general financial and business consulting services) with Cameron &
Associates, and paid C&A $10,500 for the three months ending April 30,
2005.  On July 22, 2005, the Company signed a six month Consulting
Agreement with C&A (through December 31, 2005), and paid C&A $21,000;
this agreement also covered general financial and business consulting
services.  Brian Cameron is the sole owner of C&A.  Mr.
Cameron was removed as an officer of the Company on July 11, 2008 by way of
special resolution pursuant to section 10.14 of the Articles of the
Company.





By letter
of July 2, 2008, Mr. Cameron has claimed the Company owes him $51,450 for
compensation through December 31, 2007, and that the Company had agreed to issue
300,000 shares of common stock to pay that amount.  Mr. Cameron also
has claimed, in his July 2, 2008 letter, that the Company entered into an
agreement to pay him $3,500 monthly, from March 1, 2008, and issue to him
options to buy 400,000 shares at $0.15 per share.  Mr. Cameron has
submitted an invoice dated August 1, 2008, for a total amount owed equal to
$66,290, for the period from November 2006 through to March 2009.  Mr.
Cameron has stated that of such amount, $51,450 was to be paid by issuance of
300,000 shares of common stock, and that the remaining $14,840 is to be paid in
cash.  The Company disputes Mr. Cameron’s allegations, and has not
settled this claim as of the date this report is filed.











Equity Compensation
Plans.  The Company has not established any option or other
equity compensation plan for officers and employees, but may do so in the
future.





C.    Board Practices.





Each
director holds office until the next annual general meeting of the Company
unless his office is earlier vacated in accordance with the Articles of the
Company or the Canada Business Corporations Act.





During
the most recently completed fiscal year, there are no arrangements (standard or
otherwise) under which directors of the Company were compensated by the Company
or its subsidiaries for services rendered in their capacity as directors, nor
were any amounts paid to the directors for committee participation or special
assignments, other than the granting of stock options.  There were no
arrangements under which the directors would receive compensation or benefits in
the event of the termination of that office.





The
Company does not have audit, compensation, or corporate governance committees at
the present time. The Company is listed for trading on the OTC.BB as a reporting
issuer under registration statement  Form 20-F (Foreign Private
Issuer) so we believe we are not required to have such committees.











D.     Employees.





The
Company currently has two officers.  Employees will be added in sales
and marketing as warranted.




23


E.    
Share
Ownership.





Our
directors and officers own the indicated shares of common stock as at the date
hereof; percentages are based on 18,418,852 shares outstanding on August 8,
2008.








Name
              No.
      of Shares
              Percentage
      of
                outstanding
      at
                Aug
      1, 2008Bradley
      James Moynes
              3,700,045
              21.02%J.
      Robert Moynes
              2,591,610
              15.14%








Item 7.    Major
Shareholders and Related Party Transactions.





A.    Major
Shareholders.





To our
knowledge, other than the directors and officers as disclosed above, the only
other persons beneficially owning, directly or indirectly, or exercising control
or direction over, common shares carrying more than 5% of the voting rights
attached to the 18,418,852 shares outstanding at Aug 1, 2008.




Number
      ofName
                                        shares
                                        Percentage
      ownedErick
                                        1,020,896
                                        5.51%Factor1,000,000
                                        5.40%WorldCorpLandsLtd.





The
Company has approximately 50 shareholders of record.  The number of
shareholders holding securities beneficially through street name nominees, as
reflected in the record position of Cede & Co. and other intermediaries, is
approximately 26.28%.   None of the major shareholders, if any,
have different voting rights.





To the
best of our knowledge, approximately 73.72 % of the Company’s common shares are
owned by residents of Canada.  The number of shareholders holding
securities beneficially through street name nominees, as reflected in the record
position of Cede & Co. and other intermediaries, who may be residents of
other countries, is approximately 26.28%. These assumptions are based on our
shareholder registry issued by Pacific Stock Transfer as of August 8, 2008 that
approximately 73.72% of the shares are owned by Canadian residents.





To our
knowledge, we are not directly or indirectly owned or controlled by another
corporation or by any foreign government, or by any other natural or legal
person, nor are there any arrangements which may result in a change of control
of the Company.


24


B.   Related Party
Transactions.





On August
23, 2003, we borrowed $159,914 from Georgia Moynes (wife of James Robert Moynes
and mother of Bradley J. Moynes, officers of the Company).  The
promissory note is unsecured, bears annual interest at 12%, and is due on
December 31, 2007.  We paid $10,000 against principal in
2005.  On Nov. 13, 2007 the Company issued shares for debt in the
amount of $149,914 at a price of $0.07 per share (equal to the closing share
price on Nov. 13, 2007 and the approximate 60 day share price trading
average).





Paseo
Investments Ltd., a private company owned by James Robert Moynes, loaned $32,200
to the Company in 2001 and an additional $30,142 in 2003.  This debt
is unsecured, does not bear interest, and is due on December 31,
2008.





At
December 31, 2005, $17,548 was owed to Bradley J. Moynes, as at June 30, 2006,
the Company was owed $5,285 represented by a management fee paid to Robert
Moynes in advance of its due date in July 2006.  These amounts are
unsecured, do not bear interest, and have no specific terms of
repayment.





25


In
addition, the Company had the following transactions with related
parties:




Year
      Ended December 31,2007
                  
                  
                  2006
                  
                  
                  2005
                  
                  
                  2004$
                  
                  
                  $
                  
                  
                  $
                  
                  
                  $a)
                  Management
      fees charged by the President and the Vice-President, both major
      shareholders of the Company, for management, administration, supervision
      and company development services.
                  
                  129,425
                  
                  
                  136,116
                  
                  
                  69,360
                  
                  
                  40,000b)
                  Consulting
      fees charged by a company controlled by the former CFO of the Company for
      management and administration services.
                  
                  0
                  
                  
                  33,116
                  
                  
                  31,526
                  
                  
                  -c)
                  Interest
      paid to a relative of the controlling shareholders of the Company for cash
      advanced to the Company (Note 6(a))
                  
                  17,990
                  
                  
                  17,965
                  
                  
                  17,911
                  
                  
                  18,000








C.    Interest of
Experts and Counsel.  None.








Item 8.   
Financial
Information.  See the financial statements under Item
17.








Item 9.    The Offer
and Listing.





A.    Offer and Listing
Details.





The
Company's common shares are traded on the “OTC.BB” under the symbol BDMHF; the
shares are not listed on any exchange or traded on any other
medium.  Trading commenced in the first quarter 2004 on the Pinks
Sheets and then became a reporting issuer and listed for trading on the OTC.BB
during the second quarter 2007.





The
following table sets forth the high and low closing prices on the pink sheets
and the OTC.BB for the periods indicated.







26




By
      Quarters in 2005, 2006, 2007 & 2008
                                                                    
                                                                    High
      Sales Price
                                                                    
                                                                    
                                                                    Low
      Sales PriceSecond
      Quarter 2008
                                                                    
                                                                    $
                                                                    0.25
                                                                    
                                                                    
                                                                    $
                                                                    0.10First
      Quarter 2008
                                                                    
                                                                    $
                                                                    0.20
                                                                    
                                                                    
                                                                    $
                                                                    0.10Fourth
      Quarter 2007
                                                                    
                                                                    $
                                                                    0.14
                                                                    
                                                                    
                                                                    $
                                                                    0.10Third
      Quarter 2007
                                                                    
                                                                    $
                                                                    0.35
                                                                    
                                                                    
                                                                    $
                                                                    0.06Second
      Quarter 2007
                                                                    
                                                                    $
                                                                    0.38
                                                                    
                                                                    
                                                                    $
                                                                    0.07First
      Quarter 2007
                                                                    
                                                                    $
                                                                    0.30
                                                                    
                                                                    
                                                                    $
                                                                    0.26Fourth
      Quarter 2006
                                                                    
                                                                    $
                                                                    0.26
                                                                    
                                                                    
                                                                    $
                                                                    0.20Third
      Quarter 2006
                                                                    
                                                                    $
                                                                    0.25
                                                                    
                                                                    
                                                                    $
                                                                    0.16Second
      Quarter 2006
                                                                    
                                                                    $
                                                                    0.30
                                                                    
                                                                    
                                                                    $
                                                                    0.14First
      Quarter 2006
                                                                    
                                                                    $
                                                                    0.22
                                                                    
                                                                    
                                                                    $
                                                                    0.16Fourth
      Quarter 2005
                                                                    
                                                                    $
                                                                    0.30
                                                                    
                                                                    
                                                                    $
                                                                    0.10Third
      Quarter 2005
                                                                    
                                                                    $
                                                                    0.30
                                                                    
                                                                    
                                                                    $
                                                                    0.10Second
      Quarter 2005
                                                                    
                                                                    $
                                                                    0.30
                                                                    
                                                                    
                                                                    $
                                                                    0.10First
      Quarter 2005
                                                                    
                                                                    $
                                                                    0.30
                                                                    
                                                                    
                                                                    $
                                                                    0.10




On Dec
31, 2007, the closing price was $0.10 per share.





B.  Plan of
Distribution.  Not applicable.





C.  Markets.  See "Offer
and Listing Details" above.





D.  Selling
Shareholders.  Not applicable.





E.  Dilution.  Not
applicable.





F.  Expenses of the
Issue.  Not applicable.


27


Item 10.  Additional
Information.





A. 
Share Capital.





Authorized.





Unlimited
number of common shares without par value








Issued
and Outstanding.





Number
      of
                                                Common
                                                Shares
                                              
                                              
                                              Amount
                                                $Balance,
      December 31, 2005
                                              
                                              
                                              10,735,447
                                              
                                              
                                              
                                              599,198Issued
      During the YearFor
      Cash – Private Placement, Net of Issuance Costs (i)
                                                For
      Accounts Payable (ii)
                                              
                                              
                                              2,791,776
                                                50,000
                                              
                                              
                                              
                                              417,603
      8,541Balance,
      December 31, 2006
                                              
                                              
                                              13,577,223
                                              
                                              
                                              
                                              1,025,342Issued
      During the YearFor
      Cash – Private Placement, Net of Issuance Costs(iii)
                                              
                                              
                                              500,000
                                              
                                              
                                              
                                              109,684For
      DebtPromissory
      Note Payable to Related Party
                                              
                                              
                                              2,141,629
                                              
                                              
                                              
                                              277,234Promissory
      Note Payable to Related Party
                                              
                                              
                                              200,000
                                              
                                              
                                              
                                              25,890For
      Accounts Payable (iv)
                                              
                                              
                                              1,000,000
                                              
                                              
                                              
                                              129,450Balance,
      December 31, 2007
                                              
                                              
                                              17,418,852
                                              
                                              
                                              
                                              1,567,600








(i)  On April 28, 2006,
the Company completed a brokered private placement of 1,591,776 units at a price of
US$0.15 per unit, raising gross proceeds of $269,810 (US$238,766). One unit
consists of one
common share and one share purchase warrant. One warrant entitles the holder to purchase
one additional common share of the Company exercisable at a price of US$0.30 per share
until December 31, 2007. The Company issued to the Agent 100,000 Agent’s
warrants exercisable
at a price of US$0.30 per share until December 31, 2007.




On October
24, 2006, the Company completed a brokered private placement of 1,200,000 units at a
price of US$0.175 per unit, raising gross proceeds of $236,481 (US$210,000). One
unit consists
of one common share and one-half share purchase warrant. One warrant entitles
the holder to
purchase one additional common share of the Company exercisable at a price of US$0.30
per share until June 30, 2008. The Company issued to the Agent 120,000
Agent’s


28


warrants
exercisable at a price of US$0.30 per share until June 30, 2008.





In
connection with these two private placements, the Company incurred share
issuance costs totaling
$88,688: finder’s fees of $40,615 (US$36,000), legal and professional fees of
$38,673, and the
fair value of Agent’s warrants of $9,400 (Note 8(d)).




(ii)           On
April 20, 2006, the Company issued 50,000 common shares at US$0.15 per share for settlement
of outstanding consulting fees in the amount of $8,541 (US$7,500) owing to the
Chief Financial
Officer (also a Director) of the Company.





(iii)           On
May 23, 2007, the Company completed a brokered private placement of 500,000
units at a price of
US$0.225 per unit, raising gross proceeds of $121,871 (US$112,500). One unit
consists of one
common share and one share purchase warrant. One warrant entitles the holder to purchase
one additional common share of the Company exercisable at a price of US$0.40 per share
until May 31, 2008. The Company paid finders’ fees in the amount of $12,187 (US$11,250).





(iv)          Pursuant
to a consulting agreement dated June 18, 2007 with an arm’s length party, the Company
agreed to pay consulting fees of $266,400 (US$250,000) for investor relations services.
On December 21, 2007, the Company issued 1,000,000 common shares with a fair value of
$129,450 for settlement of  outstanding investor relations fees in the
amount of $248,175,
and recorded a gain on settlement of debt in the amount of
$118,725.





Share
Purchase Warrants





The
Company has the following warrants outstanding:




Number
      of Warrants
                      
                      
                      Exercise
      PricePer
      Share US$Balance, December 31,
      2005
                      
                      1,266,667
                      
                      
                      0.30Issued
      During the YearPrivate
      Placement Warrants
                      
                      2,191,776
                      
                      
                      0.30Agent’s
      Warrants
                      
                      220,000
                      
                      
                      0.30Balance, December 31,
      2006
                      
                      3,678,443
                      
                      
                      0.30Issued
      During the YearPrivate
      Placement Warrants
                      
                      500,000
                      
                      
                      0.40Expired
      During the Year
                      
                      (2,958,443)
                      
                      
                      0.30Balance,
      December 31, 2007
                      
                      1,220,000
                      
                      
                      0.34
 The
warrants expire between May 31, 2008 and June 30, 2008.





B.     Memorandum and Articles of
Association.





The Company is registered under the
Canada Business Corporations Act (BC
0619991).


29





With
respect to directors, under the by-laws, a director who is a party to a material
contract or proposed material contract with us, or is a director or officer of
or has a material interest in any person who is a party to a material contract
or proposed material contract with us, must disclose to us in writing the nature
and extent of such interest.  An interested director can vote on only
a limited number of such matters (securing a loan from the director to the
Company, his remuneration, indemnity or insurance, or a contract with an
affiliate) provided the interest is disclosed.  Otherwise, even with
disclosure of the interest, such a director cannot vote on a material contract
or proposed material contract.  A contract approved by the board of
directors is not voidable because one or more directors has a conflict of
interest, if the conflict is disclosed and the interested director(s) do not
vote on the matter.  Subject to the conflict of interest provisions
summarized above, there is no restriction in the by-laws on the power of the
board of directors to have the Company borrow money, issue debt obligations, or
secure debt or other obligations of the Company.  The by-laws contain
no provision for the retirement or non-retirement of directors under an age
limit requirement.  A director is not required to hold any shares of
the Company in order to be a director.





The
Articles of the Company provide for the issuance of 100,000,000 shares of common
stock, without par value.  All holders of common stock have equal
voting rights, equal rights to dividends when and if declared, and equal rights
to share in assets upon liquidation of the corporation.  The common
shares are not subject to any redemption or sinking fund
provisions.  Directors serve from year to year, there being no
provision for a staggered board; cumulative voting for directors is not
allowed.  Between annual general meetings, the existing board can
appoint one or more additional directors to serve until the next annual general
meeting, but the number of additional directors shall not at any time exceed
one-third of the number of directors who held office at the expiration of the
last annual meeting.  All issued and outstanding shares are fully paid
and non-assessable securities.





In order
to change the rights of the holders of common stock, the passing of a special
resolution by such shareholders is required, being the affirmative vote of not
less than 2/3 of the votes cast in person or by proxy at a duly called meeting
of shareholders.





An annual
meeting of shareholders must be called by the board of directors not later than
15 months after the last annual meeting.  The board at any time may
call a special meeting of shareholders.  Notice of any meeting must be
sent not less than 21 and not more than 50 days before the meeting, to every
shareholder entitled to vote at the meeting.  All shareholders
entitled to vote are entitled to be present at a shareholders
meeting.  A quorum is the presence in person or by proxy of the
holders of at least 5% of the issued and outstanding shares of common
stock.





Except
under the Investment Canada Act, there are no limitations specific to the rights
of non-Canadians to hold or vote our shares under the laws of Canada or our
charter documents.  The Investment Canada Act ("ICA") requires a
non-Canadian making an investment which would result in the acquisition of
control of a Canadian business, the gross value of the assets of which exceed
certain threshold levels or the business activity of which is related to
Canada's cultural heritage or national identity, to either notify, or file an
application for review with, Investment Canada, the federal agency created by
the ICA.  The notification procedure involves a brief statement
of information about the investment on a prescribed form which is required to be
filed with Investment Canada by the investor at any time up to 30 days after
implementation of the investment.  It is intended that investments
requiring only notification will proceed without intervention by government
unless the investment is in a specific type of business related to the scope of
the ICA.  If an investment is reviewable under the ICA, an application
for review in the prescribed form normally is required to be filed with
Investment Canada before the investment is made and it cannot be implemented
until completion of review and Investment Canada has determined that the
investment is likely to be of net benefit to Canada.  If the agency is
not so satisfied, the investment cannot be implemented if not made, or if made,
it must be unwound.




30


C.    
Material
Contracts.





Except as
otherwise disclosed in this Form 20-F, we have no material
contracts.





D.    
Exchange
Controls.





There are
no laws, decrees or regulations in Canada relating to restrictions on the export
or import of capital, or affecting the remittance of interest, dividends or
other payments to non-resident holders of our shares of common
stock.


E.    
Taxation.


Canada.





Canadian Federal Income Tax
Information forUnited
StatesResidents.





The following is a discussion of material Canadian federal income tax
considerations generally applicable to holders of our common shares who acquire
such shares in this offering and who, for purposes of the Income Tax Act
(Canada) and the regulations thereunder, or the Canadian Tax
Act:





•
              deal
      at arm’s length and are not affiliated with us;•
              hold
      such shares as capital property;•
              do
      not use or hold (and will not use or hold) and are not deemed to use or
      hold our common shares, in or in the course of carrying on business in
      Canada;•
              have
      not been at any time residents of Canada; and•
              are,
      at all relevant times, residents of the United States, or
      U.S. Residents, under the Canada-United States Income Tax Convention
      (1980), or the Convention.


31





TAX
MATTERS ARE VERY COMPLICATED AND THE CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF
PURCHASING, OWNING AND DISPOSING OF OUR COMMON SHARES WILL DEPEND UPON THE
STOCKHOLDER’S PARTICULAR SITUATION. THE SUMMARY OF MATERIAL CANADIAN FEDERAL
INCOME TAX CONSEQUENCES SET FORTH BELOW IS INTENDED TO PROVIDE ONLY A GENERAL
SUMMARY AND IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL
POTENTIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES.





THIS DISCUSSION DOES NOT INCLUDE A
DESCRIPTION OF THE TAX LAWS OF ANY PROVINCE OR TERRITORY WITHINCANADA. ACCORDINGLY, HOLDERS AND
PROSPECTIVE HOLDERS OF OUR COMMON SHARES ARE ENCOURAGED TO CONSULT WITH THEIR
OWN TAX ADVISERS ABOUT THE TAX CONSEQUENCES TO THEM HAVING REGARD TO THEIR OWN
PARTICULAR CIRCUMSTANCES, INCLUDING ANY CONSEQUENCES OF PURCHASING, OWNING OR
DISPOSING OF OUR COMMON SHARES ARISING UNDER CANADIAN FEDERAL, CANADIAN
PROVINCIAL OR TERRITORIAL, U.S. FEDERAL, U.S. STATE OR LOCAL TAX LAWS
OR TAX LAWS OF JURISDICTIONS OUTSIDE THE UNITED STATES OR
CANADA.





This
summary is based on the current provisions of the Canadian Tax Act, proposed
amendments to the Canadian Tax Act publicly announced by the Minister of Finance
(Canada) prior to the date hereof (the “Proposed Amendments”), and the
provisions of the Convention as in effect on the date hereof.  No
assurance can be given that the Proposed Amendments will be entered into law in
the manner proposed, or at all. No advance income tax ruling has been requested
or obtained from the Canada Revenue Agency to confirm the tax consequences of
any of the transactions described herein.





This
summary is not exhaustive of all possible Canadian federal income tax
consequences for U.S. Residents, and other than the Proposed Amendments,
does not take into account or anticipate any changes in law, whether by
legislative, administrative, governmental or judicial decision or action, nor
does it take into account Canadian provincial, U.S. or foreign tax
considerations which may differ significantly from those discussed
herein.  No assurances can be given that subsequent changes in law or
administrative policy will not affect or modify the opinions expressed
herein.





A
U.S. Resident will not be subject to tax under the Canadian Tax Act in
respect of any capital gain on a disposition of our common shares unless such
shares constitute “taxable Canadian property”, as defined in the Canadian Tax
Act, of the U.S. Resident and the U.S. Resident is not eligible for
relief pursuant to the Convention.  Our common shares will not
constitute “taxable Canadian property” if, at any time during the 60-month
period immediately preceding the disposition of the common shares, the
U.S. Resident, persons with whom the U.S. Resident did not deal at
arm’s length, or the U.S. Resident together with all such persons, did not
own 25% or more of the issued shares of any class or series of shares of our
capital stock. In addition, the Convention generally will exempt a
U.S. Resident who would otherwise be liable to pay Canadian income tax in
respect of any capital gain realized by the U.S. Resident on the
disposition of our common shares, from such liability provided that the value of
our common shares is not derived principally from real property situated in
Canada. The Convention may not be available to a U.S. Resident that is a
U.S. LLC which is not subject to tax in the U.S.





Amounts
in respect of our common shares paid or credited or deemed to be paid or
credited as, on account or in lieu of payment of, or in satisfaction of,
dividends to a U.S. Resident will generally be subject
to


32


Canadian
non-resident withholding tax at the rate of 25%. Currently, under the Convention
the rate of Canadian non-resident withholding tax will generally be reduced
to:





•
              5%
      of the gross amount of dividends if the beneficial owner is a company that
      is resident in the U.S. and that owns at least 10% of our voting shares;
      or•
              15%
      of the gross amount of dividends if the beneficial owner is some other
      resident of the U.S.





United StatesFederal Income Tax Information forUnited
StatesHolders.





The
following is a general discussion of material U.S. federal income tax
consequences of the ownership and disposition of our common shares by
U.S. Holders (as defined below). This discussion is based on the United
States Internal Revenue Code of 1986, as amended, Treasury regulations
promulgated thereunder, and judicial and administrative interpretations thereof,
all as in effect at the date hereof and all of which are subject to change,
possibly with retroactive effect. This discussion only addresses the tax
consequences for U.S. Holders that will hold their common shares as a
“capital asset” and does not address U.S. federal income tax consequences
that may be relevant to particular U.S. Holders in light of their
individual circumstances or U.S. Holders that are subject to special
treatment under certain U.S. federal income tax laws, such
as:


33





•
              tax-exempt
      organizations and pension plans;•
              persons
      subject to alternative minimum tax;•
              banks
      and other financial institutions;•
              insurance
      companies;•
              partnerships
      and other pass-through entities (as determined for United States federal
      income tax purposes);•
              broker-dealers;•
              persons
      who hold their common shares as a hedge or as part of a straddle,
      constructive sale, conversion transaction, and other risk management
      transaction; and•
              persons
      who acquired their common shares through the exercise of employee stock
      options or otherwise as
compensation.





As used herein, the term “U.S. Holder” means a beneficial owner of our
common shares that is:


•
                        an
      individual citizen or resident of the United States;•
                        a
      corporation, a partnership or entity treated as a corporation or
      partnership for U.S. federal income tax purposes, that is created or
      organized in or under the laws of the United States or any political
      subdivision thereof;•
                        an
      estate the income of which is subject to U.S. federal income taxation
      regardless of its source; and•
                        a
      trust if both:•
                        a
      United States court is able to exercise primary supervision over the
      administration of the trust; and•
                        one
      or more United States persons have the authority to control all
      substantial decisions of the
trust.


34


TAX
MATTERS ARE VERY COMPLICATED AND THE UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON SHARES WILL
DEPEND UPON THE STOCKHOLDER’S PARTICULAR SITUATION. THE SUMMARY OF MATERIAL
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS INTENDED TO
PROVIDE ONLY A GENERAL SUMMARY AND IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR
DESCRIPTION OF ALL POTENTIAL UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES.





NOTE THAT THIS DISCUSSION DOES NOT
INCLUDE A DESCRIPTION OF THE TAX LAWS OF ANY STATE OR LOCAL GOVERNMENT WITHIN
THE UNITED STATES. ACCORDINGLY, HOLDERS AND PROSPECTIVE HOLDERS OF OUR COMMON
SHARES ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS ABOUT THEU.S.FEDERAL, STATE, LOCAL, AND
FOREIGN TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON
SHARES.





Ownership of Shares.





The gross
amount of any distribution received by a U.S. Holder with respect to our
common shares generally will be included in the U.S. Holder’s gross income
as a dividend to the extent attributable to our current and accumulated earnings
and profits (as determined under U.S. federal income tax principles). To
the extent a distribution received by a U.S. Holder is not a dividend
because it exceeds the U.S. Holder’s pro rata share of our current and
accumulated earnings and profits, it will be treated first as a tax-free return
of capital and reduce (but not below zero) the adjusted tax basis of the
U.S. Holder’s shares. To the extent the distribution exceeds the adjusted
tax basis of the U.S. Holder’s shares, the remainder will be taxed as
capital gain (the taxation of capital gain is discussed under the heading “Sale
of Shares” below).





For
taxable years beginning before January 1, 2009, dividends received by
non-corporate U.S. Holders from a qualified foreign corporation are taxed
at the same preferential rates that apply to long-term capital gains. A foreign
corporation is a “qualified foreign corporation” if it is eligible for the
benefits of a comprehensive income tax treaty with the United States (the income
tax treaty between Canada and the United States is such a treaty) or the shares
with respect to which such dividend is paid is readily tradable on an
established securities market in the United States (such as the Nasdaq Capital
Market).  Notwithstanding satisfaction of one or both of these
conditions, a foreign corporation is not a qualified foreign corporation if it
is a passive foreign investment company (“PFIC”) for the taxable year of the
corporation in which the dividend is paid or the preceding taxable year.
(Whether a foreign corporation is a PFIC is discussed below under the heading
“Passive Foreign Investment Companies”). A foreign corporation that is a PFIC
for any taxable year within a U.S. person’s holding period generally is
treated as a PFIC for all subsequent years in the U.S. person’s holding
period.  Although we have not been, are not now, and don’t expect to
be a PFIC, and we don’t expect to pay dividends, you should be aware of the
following matters in the event that we do become a PFIC and do pay
dividends.





If we
were to become a PFIC, then U.S. Holders who acquire our common shares may
be treated as holding shares of a PFIC throughout their holding period for the
purpose of determining whether dividends received from us are dividends from a
qualified foreign corporation. As a consequence, dividends received by
U.S. Holders may not be eligible for taxation at the preferential rates
applicable to long-term capital gains.





If a distribution is paid
in Canadian dollars, the U.S. dollar value of such distribution on the date
of receipt is used to determine the amount of the distribution received by a
U.S. Holder. A U.S. Holderwho continues to hold such Canadian
dollars after the date on which they are received, may recognize gain or loss
upon their disposition due to exchange rate fluctuations. Generally such gains
and losses will be ordinary income or loss from
U.S. sources.


35





U.S. Holders
may deduct Canadian tax withheld from distributions they receive for the purpose
of computing their U.S. federal taxable income (or alternatively a credit
may be claimed against the U.S. Holder’s U.S. federal income tax
liability as discussed below under the heading “Foreign Tax Credit”). Corporate
U.S. Holders generally will not be allowed a dividend received deduction
with respect to dividends they receive from us.





Foreign
Tax Credit.





Generally,
the dividend portion of a distribution received by a U.S. Holder will be
treated as income in the passive income category for foreign tax credit
purposes. Subject to a number of limitations, a U.S. Holder may elect to
claim a credit against its U.S. federal income tax liability (in lieu of a
deduction) for Canadian withholding tax deducted from its distributions. The
credit may be claimed only against U.S. federal income tax attributable to
a U.S. Holder’s passive income that is from foreign
sources.





If we
were to become a qualified foreign corporation with respect to a non-corporate
U.S. Holder, dividends received by such U.S. Holder will qualify for
taxation at the same preferential rates that apply to long-term capital gains.
In such case, the dividend amount that would otherwise be from foreign sources
is reduce by multiplying the dividend amount by a fraction, the numerator of
which is the U.S. Holder’s preferential capital gains tax rate and the
denominator of which is the U.S. Holder’s ordinary income tax rate. The
effect is to reduce the dividend amount from foreign sources, thereby reducing
the U.S. federal income tax attributable to foreign source income against
which the credit may be claimed. Canadian withholding taxes that cannot be
claimed as a credit in the year paid may be carried back to the preceding year
and then forward 10 years and claimed as a credit in those years, subject
to the same limitations referred to above.





The rules
relating to the determination of the foreign tax credit are very complex.
U.S. Holders and prospective U.S. Holders should consult their own tax
advisors to determine whether and to what extent they would be entitled to claim
a foreign tax credit.





Sale of Shares.





Subject
to the discussion of the “passive foreign investment company” rules below, a
U.S. Holder generally will recognize capital gain or loss upon the sale of
our shares equal to the difference between: (a) the amount of cash plus the
fair market value of any property received; and (b) the U.S. Holder’s
adjusted tax basis in such shares. This gain or loss generally will be capital
gain or loss from U.S. sources, and will be long-term capital gain or loss
if the U.S. Holder held its shares for more than 12 months. Generally,
the net long-term capital gain of a non-corporate U.S. Holder from the sale
of shares is subject to taxation at a top marginal rate of 15%. Capital gain
that is not long-term capital gain is taxed at ordinary income rates. The
deductibility of capital losses is subject to certain
limitations.





Passive Foreign Investment
Companies.





We will
be a PFIC if in any taxable year either: (a) 75% or more of our gross
income consists of passive income; or (b) 50% or more of the value of our
assets is attributable to assets that produce, or are held for the production
of, passive income.  Subject to certain limited exceptions, if we meet
the gross income test or the asset test for a particular taxable year, our
shares held by a U.S. Holder in that year will be treated as shares of a
PFIC for that year and all subsequent years in the U.S. Holder’s holding
period, even if we fail to meet either test in a subsequent year.





36


If we
were a PFIC in the future, gain realized by a U.S. Holder from the sale of PFIC
Shares and certain dividends received on such shares would be subject to tax
under the excess distribution regime, unless the U.S. Holder made one of
the elections discussed below. Under the excess distribution regime, federal
income tax on a U.S. Holder’s gain from the sale of PFIC Shares would be
calculated by allocating the gain ratably to each day the U.S. Holder held
its shares. Gain allocated to years  preceding the first year in which
we were a PFIC in the U.S. Holder’s holding period, if any, and gain
allocated to the year of disposition would be treated as gain arising in the
year of disposition and taxed as ordinary income.  Gain allocated to
all other years would be taxed at the highest tax rate in effect for each of
those years. Interest for the late payment of tax would be calculated and added
to the tax due for each of the PFIC Years, as if the tax was due and payable
with the tax return filed for that year. A distribution that exceeds 125% of the
average distributions received on PFIC Shares by a U.S. Holder during the 3
preceding taxable years (or, if shorter, the portion of the U.S. Holder’s
holding period before the taxable year) would be taxed in a similar
manner.





A
U.S. Holder may avoid taxation under the excess distribution regime by
making a qualified electing fund (“QEF”) election. For each year that we would
meet the PFIC gross income test or asset test, an electing U.S. Holder
would be required to include in gross income, its pro rata share of our net
ordinary income and net capital gains, if any.  The U.S. Holder’s
adjusted tax basis in our shares would be increased by the amount of such income
inclusions.  An actual distribution to the U.S. Holder out of
such income generally would not be treated as a dividend and would decrease the
U.S. Holder’s adjusted tax basis in our shares. Gain realized from the sale
of our shares covered by a QEF election would be taxed as a capital gain.
U.S. Holders will be eligible to make QEF elections, only if we agree to
provide to the U.S. Holders, which we do, the information they will need to
comply with the QEF rules.  Generally, a QEF election should be made
by the due date of the U.S. Holder’s tax return for the first taxable year
in which the U.S. Holder held our shares that includes the close of our
taxable year for which we met the PFIC gross income test or asset test. A QEF
election is made on IRS Form 8621.





A
U.S. Holder may also avoid taxation under the excess distribution regime by
timely making a mark-to-market election.  An electing U.S. Holder
would include in gross income the increase in the value of its PFIC Shares
during each of its taxable years and deduct from gross income the decrease in
the value of its PFIC Shares during each of its taxable
years.  Amounts included in gross income or deducted from gross income
by an electing U.S. Holder are treated as ordinary income and ordinary
deductions from U.S. sources.  Deductions for any year are
limited to the amount by which the income inclusions of prior years exceed the
income deductions of prior years. Gain from the sale of PFIC Shares covered by
an election is treated as ordinary income from U.S. sources while a loss is
treated as an ordinary deduction from U.S. sources only to the extent of
prior income inclusions. Losses in excess of such prior income inclusions are
treated as capital losses from U.S. sources.  A mark-to-market
election is timely if it is made by the due date of the U.S. Holder’s tax
return for the first taxable year in which the U.S. Holder held our shares
that includes the close of our taxable year for which we met the PFIC gross
income test or asset test. A mark-to-market election is also made on IRS
Form 8621.





As noted
above, a PFIC is not a qualified foreign corporation and hence dividends
received from a PFIC are not eligible for taxation at preferential long-term
capital gain tax rates.  Similarly, ordinary income included in the
gross income of a U.S. Holder who has made a QEF election or a
market-to-market election, and dividends received from corporations subject to
such election, are not eligible for taxation at preferential long-term capital
gain rates. The PFIC rules are extremely complex and could, if they apply, have
significant, adverse effects on the taxation of dividends received and gains
realized by a U.S. Holder.  Accordingly, prospective
U.S. Holders are strongly urged to consult their tax adviser concerning the
potential application of these rules to their particular
circumstances.




37


Controlled
Foreign Corporation.





Special
rules apply to certain U.S. Holders that own stock in a foreign corporation
that is classified as a “controlled foreign corporation” (“CFC”).  We
do not expect to be classified as a CFC. However, future ownership changes could
cause us to become a CFC.  Prospective U.S. Holders are urged to
consult their tax advisor concerning the potential application of the CFC rules
to their particular circumstances.





Information
Reporting and Backup Withholding.





United
States information reporting and backup withholding requirements may apply with
respect to distributions to U.S. Holders, or the payment of proceeds from
the sale of shares, unless the U.S. Holder: (a) is an exempt recipient
(including a corporation); (b) complies with certain requirements,
including applicable certification requirements; or (c) is described in
certain other categories of persons. The backup withholding tax rate is
currently 28%.  Any amounts withheld from a payment to a
U.S. Holder under the backup withholding rules may be credited against any
U.S. federal income tax liability of the U.S. Holder and may entitle
the U.S. Holder to a refund.





F.Dividends and Paying
Agents. Not applicable.





G.Statements by
Experts.  Not applicable.





H.    
Documents on
Display.  Not applicable.





I.     
Subsidiary
Information.  See the notes to the financial
statements.






Item 11.  Quantitative and
Qualitative Disclosures About Market Risk.  Not
applicable.




Item 12.  Description of
Securities Other Than Equity Securities.


38




PART
II





Item 13.  Defaults,
Dividend Arrearages and Delinquencies.  Not
applicable.





Item 14.  Material
Modifications to the Rights of Security Holders and Use of
Proceeds.  Not applicable.





Item 15.  Controls and
Procedures.





Under the
supervision and participation of the Chief Executive Officer, the Chief
Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act) as of the end of the period covered by this report.  Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that, as of August 12, 2008, these disclosure controls and procedures
were not effective to ensure that all information required to  be
disclosed by us in the reports that we file or submit under the Exchange Act is:
(i) recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rule and forms; and (ii) accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure, primarily due to the Company’s minimal financial staff which
prevents us from segregating duties which management believes is a material
weakness in our internal controls and procedures.  We intend to
address such weakness and work with our auditors and other outside advisors to
improve our controls and procedures.





There
have been no material changes in internal control over financial reporting that
occurred during the fiscal year covered by this report that have materially
affected, or are reasonably likely to materially affect the Company’s internal
control over financial reporting.








Item 16A. Audit Committee Financial
Experts.  Not applicable.





Item 16B.  Code of
Ethics.  Not applicable.





Item 16C.  Principal
Accountant Fees and Services.  Not applicable.





Item 16D.  Exemptions from
the Listing Standards for Audit Committees.  Not
applicable.





Item 16E.  Purchases of
Equity Securities by the Issuer and Affiliated
Purchasers.  None.


39




PART
III





Item 17.  Financial
Statements.





See the
financial statements of the Company, the notes thereto, and the auditors’
reports thereon, which are filed as Exhibit 99.1 with this Form
20-F.  All of the financial information is presented in accordance
with Canadian GAAP; however, as stated in the notes, there are no material
differences between Canadian GAAP and United States GAAP as applied to our
financial statements.





Item 18.  Financial
Statements.  Not applicable.





Item
19.  Exhibits.




Exhibit No.
                  
                  Description of Exhibit3.(i)
                  
                  Articles
      of Incorporation (Notice of Articles and Transition
      Application)
                  *3.(ii)
                  
                  By-laws
      (Schedule “A”)
                  *4.
      (1)
                  
                  Management
      Agreement of January 1, 2008 (Bradley James Moynes)
                  *4.
      (2)
                  
                  Management
      Agreement of January 1, 2008 (James Robert Moynes)
                  *4.
      (3)
                  
                  Certifications
      (Bradley James Moynes)
                  *4.
      (4)
                  
                  Certifications
      (J. Robert Moynes)
                  **4.
      (5)
                  
                  Certification
      Pursuant 18 USC Section 13504.
      (5)
                  
                  Form
      of Warrant dated May 23, 200723.
      (1)
                  
                  Consent
      of Independent Auditors
                  *23.
      (1)
                  
                  Financial
      Statements for the years ended December 31, 2007 and 2006.
                  *




*             
Previously filed.


**          
 Filed herewith


40





SIGNATURES





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




Black
      Diamond Brands CorporationDate:
      January 22, 2009
              By:
              /s/ Bradley
      J. MoynesBradley
      J. Moynes,President
      & CEO


Date:
      January 22, 2009
              By:
              /s/ J.
      Robert MoynesJ.
      Robert MoynesCFO








41