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)





Business Corporations Act
(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.




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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 XNo




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Item 15T.  Controls and
Procedures





Disclosure 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 December 31, 2007, 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 outside advisors to improve our controls and
procedures.





Management’s Annual Report
on Internal Control Over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and
15d-15(f).  Internal control over financial reporting is a process
designed by, or under the supervision of, our Chief Executive Officer and Chief
Financial Officer, and effected by our Board, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.





Internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could have a
material effect on our financial statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Forward looking statements regarding
the effectiveness of internal controls during future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies and procedures may
deteriorate.




Management
did not complete an assessment of the effectiveness of the Company’s internal
control over financial reporting (“ICFR”) as of December 31, 2007, because the
Company did not select a recognized control framework, as contemplated by Rule
13a-15(c).  Accordingly, the Company cannot conclude whether it had in
place effective, or ineffective, internal controls over financial reporting as
of December 31, 2007. As of the date this amended Form 20-F is filed, the
Company is implementing the design of a new ICFR based on the COSO framework
(“Committee of Sponsoring Organizations of the Treadway Commission”), which is a
recognized framework of integrated guidance on internal control
systems.  This ICFR is expected to be in place by June 30,
2009.




The
Company’s incomplete assessment of the effectiveness of the ICFR at December 31,
2007 identified certain material weaknesses as of that date.  The
Company has adopted specific plans (to be operational by June 30, 2009) to
remediate the weaknesses.  When the new ICFR is implemented,
management will be in




3
  position
to fully assess the effectiveness of the ICFR that was in place at December 31,
2007.   At such time as the assessment is completed, the Company
will report (by filing a further amendment to this Form 20-F) on the
effectiveness of the ICFR in existence at December 31, 2007, the existence of
any additional material weaknesses determined to exist at December 31, 2007, and
the steps to be taken to remediate them.  The following, therefore,
should not be considered to be a complete list of material
weaknesses.




1.      Weakness:
It is not possible to adequately segregate incompatible duties among the
officers of the Company, because the Company has only two officers and one
accounting staff person.  Remediation:  Appoint a new Chief
Financial Officer, in addition to the current officers, to formally segregate
the duties of maintaining accounting records and preparing financial statements,
from the executive duties of the current officers.   J. Robert
Moynes, who has served as Chief Financial Officer from July 2008, will cease to
serve in that position upon installation of a new individual as Chief Financial
Officer.




2.      Weakness:
The Company is small, with only two officers (who also are the only directors),
thereby creating a risk of override of existing controls by
management.  Remediation: Require the new Chief Financial Officer’s
approval of all expenditures and other dispositions of assets.




3.      Weakness:
The Company maintains limited audit evidence in documentary form which is used
to test the operating effectiveness of control
activities.  Remediation:  Increase the documentation of
expenditures and receipts, under the joint supervision of the new Chief
Financial Officer, and the Chief Executive Officer, to insure received goods and
third-party services conform to contract terms.




In
relation to the identified weaknesses, the registered public accounting firm
that audited the Company’s financial statements for the year ended December 31,
2007 advised management that the firm received full cooperation from management
during the course of the audit.  The firm also advised that it had no
disagreements with management, and that all auditing, accounting and
presentation issues were resolved to the satisfaction of the firm prior to
completion of the audit and release of the report thereon.  Finally,
the firm advised that it performed the audit based on a substantive approach
with no reliance on the Company’s ICFR.




This
Annual Report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this Annual Report.







Changes in Internal Control
over Financial Reporting





There
have been no material changes in internal control over financial reporting that
occurred during the fiscal year (2007) covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.




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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 Annual Report.








Black
Diamond Brands Corporation








Date:  March
3,
2009                                                                           /s/  Bradley J.
Moynes.


Bradley
J. Moynes,


CEO








Date:  March
3,
2009                                                                           /s/  J. Robert
Moynes.


J. Robert
Moynes,


CFO





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