SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended March 31, 2008
-OR-
[ ]     Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________  to________

Commission File Number             0-22965

Pinnacle Resources, Inc.
--------------------------------------------
(Exact name of registrant as specified in its charter)

Wyoming                                      84-1414869
---------------------------------------------------------------
(State or other jurisdiction                  (I.R.S. Employer
of incorporation or organization            Identification Number)

9600 E. Arapahoe Road, Suite 260
Englewood, Colorado              80112
---------------------------------------------------------------
(Address of principal executive offices,               Zip Code)

(303) 705-8600
------------------------------------------
(Registrant's telephone number, including area code)

Indicate by check mark whether the issuer (1) 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), and (2) has
been subject to such filing requirements for the past 90 days.
Yes  [ ]      No [x]

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
  Large accelerated filer [  ]     Accelerated filer  [  ]
  Non-accelerated filer   [  ]     Smaller reporting company [x]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes  [ ]      No [x]

The number of outstanding shares of the registrant's common stock as of
January 31, 2009 was 21,477,550.



<PAGE>2
PART I -- FINANCIAL INFORMATION

PINNACLE RESOURCES, INC.

Item 1. Financial Statements

Condensed Balance Sheets, March 31, 2008 and June 30, 2007
Condensed Statements of Operations For Each of the Three and Nine Month
Periods ended March 31, 2008 and 2007
Condensed Statements of Cash Flows For Each of the Three and Nine Month
Periods ended March 31, 2008 and 2007
Notes to Condensed Financial Statements


<PAGE>3
                                    Pinnacle Resources, Inc
Condensed Balance Sheets
<TABLE>
ASSETS
                                                     As of            As of
                                                   March 31,         June 30,
                                                      2008            2007
                                                   ----------    ------------

                                                    <c>             <c>
Current Assets:
  Cash                                              $   36,134        $1,022,489
  Sublease rent receivable                              15,000            10,650
  Receivable from sale of subsidiary                 6,200,000         5,600,000
  Investments                                           25,285           105,566
  Deferred tax asset - current                         516,429                 -
  Current assets of discontinued operations             13,348            80,008
                                                    ----------        ----------
Total current assets                                 6,806,196         6,818,713
                                                    ----------        ----------
Equipment and leasehold improvements, net of
  accumulated depreciation and amortization of
    $10,242 and $10,242                                      -                 -
Deferred tax asset - long term                               -           177,417
                                                    ----------        ----------
Total assets                                        $6,806,196        $6,996,130
                                                    ==========        ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities          $    1,451        $   86,055
  Line of credit                                        25,016                 -
  Deferred tax liability - current                   1,606,020                 -
  Current liabilities of discontinued
    operations                                         732,224            64,361
                                                    ----------        ----------
Total current liabilities                           $2,364,711        $  150,416
                                                    ----------        ----------
Deferred tax liability - long term                           -         1,947,730
                                                    ----------        ----------
Total liabilities                                   $2,364,711        $2,098,146
                                                    ==========        ==========
Commitments and contingencies

  Stockholders' equity:
  Preferred stock, $0.01 per share par value;
   authorized 2,000,000 shares, issued and
   outstanding -0- shares at March 31, 2008
    and June 30, 2007                                        -                 -



<PAGE>4

  Common stock, $0.00001 par value; 875,000,000
   shares authorized; issued and outstanding
   21,477,550 and 20,377,550 shares at March 31,
   2008 and June 30, 2007                           $      215        $      215
  Additional paid-in capital                         3,620,514         3,620,514
  Retained earnings                                    820,756         1,277,255
                                                    ----------        ----------
      Total stockholders' equity                     4,441,485         4,897,984
                                                    ----------        ----------
      Total liabilities and stockholders' equity    $6,806,196        $6,996,130
                                                    ==========        ==========
</TABLE>


The accompanying notes are an integral part
of the financial statements



<PAGE>5
Pinnacle Resources, Inc.
Condensed Statements of Operations
<TABLE>
<CAPTION>
                                   For the Nine Month Period  For the Three Month Period
                                       Ended March 31,             Ended March 31,
                                       2008         2007         2008         2007
                                    ----------   ----------   ----------   ----------

                                    <c>          <c>              <c>         <c>
Operating expenses:
  Salaries                          $  186,000   $   20,046   $   48,000   $   15,000
  Professional fees                     48,778        3,428       26,021        1,555
  General and administrative            88,406       38,917       33,271       11,779
                                    ----------   ----------   ----------   ----------
    Total operating expenses           323,184       62,391      107,292       28,334
                                    ----------   ----------   ----------   ----------
Total operating income (loss)         (323,184)     (62,391)    (107,292)     (28,334)
Other income (expense):
  Interest income                        6,651           44            4      (94,168)
  Interest expense                        (266)      (9,814)         (69)      (2,522)
  Related party interest expense             -      (11,308)           -       (3,688)
  Other income                         (41,450)     (38,581)     (19,850)     (20,177)
  Restructuring of sale of subsidiary   49,910            -       49,910            -
                                    ----------   ----------   ----------   ----------
    Other income(loss)                  14,845      (59,659)      29,995      (26,372)
                                    ----------   ----------   ----------   ----------
Income (loss) from continuing
 operations                           (308,339)    (122,050)     (77,297)     (54,706)
                                    ----------   ----------   ----------   ----------
Income tax expense (benefit)          (341,710)     918,929      (85,663)     (87,005)
                                    ----------   ----------   ----------   ----------
Net income (loss) from continuing
 operations                            372,383   (1,040,979)       8,366      (32,299)
                                    ----------   ----------   ----------   ----------
Discontinued Operations:
Loss on discontinued operations,
 net of taxes                         (489,869)     253,215     (165,854)     151,210
Gain on sale of discontinued
 operations, net of taxes                    -    4,895,212            -            -
                                    ----------   ----------   ----------   ----------
Net income (loss)                   $ (456,498)  $4,107,448   $  157,488   $  183,508
                                    ==========   ==========   ==========   ==========
Earnings per share - Basic:
Income from continuing operations   $     0.00   $    (0.05)  $     0.00   $     0.00
Discontinued operations                  (0.02)        0.25        (0.01)        0.01
                                    ----------   ----------   ----------   ----------



<PAGE>6

Net income                          $    (0.02)  $     0.20   $    (0.01)  $     0.01
                                    ==========   ==========   ==========   ==========
Earnings per share - Diluted:
Income from continuing operations   $     0.00   $    (0.05)  $     0.00   $     0.00
Discontinued operations                  (0.02)        0.25        (0.01)        0.01
                                    ----------   ----------   ----------   ----------
Net income                          $    (0.02)  $     0.20   $    (0.01)  $     0.01
                                    ==========   ==========   ==========   ==========
Weighted average number of shares
 outstanding:
  -Basic                            21,477,550   20,377,550   21,477,550   20,377,550
                                    ==========   ==========   ==========   ==========
 -Diluted                           21,579,740   20,377,550   21,477,550   20,377,550
                                    ==========   ==========   ==========   ==========
</TABLE>

The accompanying notes are an integral part
of the financial statements



<PAGE>7
Pinnacle Resources, Inc.
Condensed Statements of Cash Flows
<TABLE>
                                             For the Nine Month Period
                                                 Ended March 31,
                                                 2008         2007
                                              ----------   ----------

                                              <c>            <c>
Cash flows provided by (used in ) operating
 activities:
Net income (loss)                              $(456,498)   $4,007,448
Net income (loss) from discontinued operations  (489,869)      253,215
                                              ----------    ----------
Net income (loss) from continuing operations      33,371     3,854,223
  Adjustments to reconcile net income
   (loss) to net cash (used in) provided
   by operating activities:
    Impairment on investments                     41,450        38,700
    Allowance for doubtful sublease rent           7,000             -
    Gain/loss on VanMag restructuring           (600,000)            -
    Tax expense (benefit) from deferred tax
      asset - current                           (339,012)    1,033,067
    Tax expense (benefit) from deferred tax
      asset - long term                                -       (28,998)
    Tax expense (benefit) from deferred tax
      liability - current                      1,606,020       (27,133)
    Tax expense (benefit) from deferred tax
      liability - long term                   (1,947,730)    2,924,713
  Changes in operating assets and liabilities:
    Accounts receivable                          (11,350)        2,021
    Accrued expenses                              25,016         4,947
    Accounts payable                             (84,605)      101,763
    Interest payable - related parties                 -       (20,032)
    Deposits                                           -      (100,000)
                                              ----------    ----------
Net cash used in operating activities
  of continuing operations                    (1,759,709)    8,036,496
                                              ----------    ----------
  Net cash provided by (used in) discontinued
   operations:
    Net current assets                            66,660       (16,855)
    Net current liabilities                      667,863     1,021,891
                                              ----------    ----------
Net cash provided by (used in) operating
 activities                                   (1,025,186)    9,041,532
                                              ----------    ----------
Cash flows used in investing activities:
  Purchases from investments                     (95,450)      (35,700)
  Sale of investments                            134,281             -
  Gain on sale of subsidiary                          -    (8,800,000)
                                              ----------    ----------



<PAGE>8

Net cash provided by investing activities         38,831    (8,835,700)
                                              ----------    ----------
Cash flows provided by financing activities:
  Payment on debt - related parties                    -       (67,133)
  Proceeds debt - line of credit                       -       (19,652)
                                              ----------    ----------
Net cash used in financing activities                  -       (86,785)
                                              ----------    ----------
Net increase (decrease) in cash                 (986,355)      119,047
Cash-beginning of period                       1,022,489         1,440
                                              ==========    ==========
Cash-end of period                            $   36,134    $  120,487
                                              ==========    ==========

Supplemental Cash Flow Information

                                             For the Nine Month Period
                                                 Ended December 31,
                                                 2007         2006
                                              ----------   ----------
Cash paid for:
  Interest                                     $     266    $  9,965
  Taxes                                        $       -    $      -

Non-Cash Items

Shares issued to satisfy debt
  Common stock                                 $       -    $     11
  Additional paid in capital                   $       -    $ 34,989
  Notes payable                                $       -    $(35,000)
</TABLE>





The accompanying notes are an integral part
of the financial statements



<PAGE>9
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

1.  Description of the Company's Business
Pinnacle Resources, Inc. ("we" "our" "us" or "the Company") was
incorporated under the laws of Wyoming in January 1995.  We engage in
exploring for and developing natural resources.

2.  Summary of Significant Accounting Policies

Basis of presentation
Our financial statements include the accounts of the Company and our
two discontinued South African subsidiaries; wholly owned Diamonaire
Exploration (Pty) (Ltd) (for the three and nine months ended March 31,
2008 and 2007) ("Diamonaire") and 66.7% Vanadium and Magnetite
Exploration & Development Co. (Pty) (Ltd) ("VanMag") (for the three and
nine months ended March 31, 2007 and 2008).  Our financial statements
for the three and nine months ended March 31, 2008 include the
discontinued accounts of Titan Processors (Pty) (Ltd) ("Titan"), a
South African company, which is a variable interest entity ("VIE") for
the year ended.  All significant intercompany balances and transactions
have been eliminated in combination.

In June 2006, the Company discontinued its controlling financial
interest in Titan.  When Titan was deconsolidated the VIE had a
liability that was assumed by the Company.  Titan is recorded as a
discontinued operation as of and for the three and nine months ended
March 31, 2007 (Note 9 - Discontinued Operations).  In November 2007,
the Company settled the Titan assumed liabilities for their fair value
of $50,000.

In December 2006, the Company sold its subsidiary VanMag, and as a
result, its balance sheets and statements of operations are recorded as
discontinued operations as of and for the three and nine months ended
March 31, 2007 (Note 9 - Discontinued operations).

In June 2008, the Company adopted a plan to discontinue the operations
of Diamonaire.  This plan anticipates that the operations will be sold
with a one year period during which the activities of Diamonaire will
continue.  The Company has recorded Diamonaire's balance sheets and
statements of operations as discontinued operations as of and for the
three and nine months ended March 31, 2008 and 2007 (Note 9 -
Discontinued operations).

Preparing the Company's financial statements in conformity with
accounting principles generally accepted in the Unites States of
America ("GAAP") requires management to make estimates and



<PAGE>10
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

assumptions that affect reported amounts of assets and liabilities and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Significant Estimates
The financial statements include some amounts that are based on
management's best estimates and judgments.  The most significant
estimates relate to the realization of the receivable from the sale of
subsidiary and the allowance for uncollectible sublease rent
receivable, taxes and contingencies.  These estimates may be adjusted
as more current information becomes available, and any adjustment could
be significant

Environmental Costs
Costs related to environmental remediation are charged to expense.
Other environmental costs are also charged to expense unless they
increase the value of the property and/or provide future economic
benefits, in which event they are capitalized.  Liabilities are
recognized when the expenditures are considered probable and can be
reasonably estimated.  Measurement of liabilities is based on currently
enacted laws and regulations, existing technology, and undiscounted
site-specific costs in the countries that we conduct our operations.

Comprehensive Income
Comprehensive income is calculated in accordance with SFAS No. 130,
Reporting Comprehensive Income. SFAS No. 130 requires the disclosure of
all components of comprehensive income, including net income and
changes in equity during a period from transactions and other events
and circumstances generated from non-owner sources.

Cash and cash equivalents
For the purposes of the consolidated statements of cash flows, the
Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents.  The
Company has no cash equivalents.

Concentration of Credit Risk
At March 31, 2008, the Company had $27,447 on deposit, of which none
exceeded United States FDIC federally insured limit of $100,000 per
bank.

Equipment and depreciation
We carry property and equipment at historical cost.  Equipment is
depreciated on a straight-line basis over its estimated useful life
(generally 5 to 7 years). Leasehold improvements are amortized over the
shorter of the estimated useful life or lease term.  Maintenance and
repairs are expensed as incurred.  Major renewals and improvements that
extend the life of the property are capitalized.  Expenditures for
major renewals and betterments, which extend the useful lives of

<PAGE>11
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

existing equipment, are capitalized and depreciated.  Upon retirement
or disposition of property and equipment, the cost and related
accumulated depreciation are removed from the accounts and any
resulting gain or loss is recognized in the statements of operations.

We review long-lived assets, including property and equipment, for
impairment whenever events or changes in business circumstances
indicate that the carrying amount of the assets may not be fully
recoverable.  If impairment is indicated, we reduce the carrying value
of the asset to fair value.

Basic and Diluted Net Earnings per Share
Basic net earnings (loss) per common share is computed by dividing net
earnings (loss) applicable to common shareholders by the
weighted-average number of common shares outstanding during the period.
Diluted net earnings (loss) per common share is determined using the
weighted-average number of common shares outstanding during the period,
adjusted for the dilutive effect of common stock equivalents,
consisting of shares that might be issued upon exercise of common stock
options.  In periods where losses are reported, the weighted-average
number of common shares outstanding excludes common stock equivalents,
because their inclusion would be anti-dilutive.

Income taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases.  Deferred tax assets, including tax loss and
credit carryforwards, and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.  The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.
Deferred income tax expense represents the change during the period in
the deferred tax assets and deferred tax liabilities.  The components
of the deferred tax assets and liabilities are individually classified
as current and non-current based on their characteristics. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the
deferred tax assets will not be realized.

Fair value of financial instruments
Our financial instruments, including cash, accounts receivable trade,
receivable from the sale of subsidiaries and investments, notes
receivable, accounts payable and accrued liabilities  are carried at
cost as reported in the balance sheets, are considered to approximate
fair value due to the short-term maturity of these instruments.


<PAGE>12
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

Investments
Fair values of long-term investments are based on management's
estimates and pricing models using prevailing financial market
information.  As there is no quoted market price at March 31, 2008, the
fair value of such financial instruments is not necessarily
representative of the amount that could be realized or settled.

Concentrations of operations outside the our home country
Substantially all of our past operations have been conducted in the
Republic of South Africa.  As such, we are subject to the South African
laws and regulations, including currency restrictions and tax laws.

Foreign currency adjustments
The financial position and operating results of all foreign operations
are measured using the local currencies of the countries in which the
Company operates as the functional currency. Local currency assets and
liabilities are translated into U.S. dollars at the rates of exchange
on the balance sheet date, and local currency revenues and expenses are
translated at average rates of exchange during the period. The
resulting translation adjustments are recorded directly into operating
results of the foreign subsidiaries and presented in the results of
discontinued operations.

New accounting pronouncements
In September 2006, FASB Statement No. 157 Fair Value Measurements, or
SFAS 157, was issued.  This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting
principles, or GAAP, and expands disclosures about fair value
measurements.  The Statement is effective July 1, 2008. This standard
will have little or no impact on our financial statements.

In February 2007, FASB Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of
FASB Statement No. 115, or SFAS 159, was issued.  This Statement
permits us to choose to measure many financial instruments and certain
other items at fair value. It also establishes presentation and
disclosure requirements. This Statement is effective July 1, 2008.
This standard will have little or no impact on our financial
statements.

In December 2007, the FASB ratified the final consensuses in Emerging
Issues Task Force, or EITF, Issue No. 07-1, "Accounting for
Collaborative Arrangements," or Issue 07-1, which requires certain
income statement presentation of transactions with third parties and of
payments between parties to the collaborative arrangement, along with
disclosure about the nature and purpose of the arrangement.  Issue 07-1
is effective for us beginning January 1, 2009.  We do not expect the
adoption of this accounting pronouncement to have a significant impact
on our financial statements.


<PAGE>13
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

In December 2007, the FASB issued SFAS No. 141(R), Business
Combinations (SFAS No. 141(R)), which replaces SFAS No. 141, Business
Combinations SFAS No. 141(R), requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree at the acquisition date, measured at their
fair values as of that date, with limited exceptions.  This Statement
also requires the acquirer in a business combination achieved in stages
to recognize the identifiable assets and liabilities, as well as the
non-controlling interest in the acquiree, at the full amounts of their
fair values.  SFAS No. 141(R) makes various other amendments to
authoritative literature intended to provide additional guidance or to
confirm the guidance in that literature to that provided in this
Statement.  This Statement applies prospectively to business
combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after
December 15, 2008.  We do not expect the adoption of this accounting
pronouncement to have a significant impact on our financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements (SFAS No. 160), which
amends Accounting Research Bulletin No. 51, Consolidated Financial
Statements, to improve the relevance, comparability, and transparency
of the financial information that a reporting entity provides in its
consolidated financial statements.  SFAS No. 160 establishes accounting
and reporting standards that require the ownership interests in
subsidiaries not held by the parent to be clearly identified, labeled
and presented in the consolidated statement of financial position
within equity, but separate from the parent's equity.  This statement
also requires the amount of consolidated net income attributable to the
parent and to the non-controlling interest to be clearly identified and
presented on the face of the consolidated statement of income.

Changes in a parent's ownership interest while the parent retains its
controlling financial interest must be accounted for consistently, and
when a subsidiary is deconsolidated, any retained non-controlling
equity investment in the former subsidiary must be initially measured
at fair value.  The gain or loss on the deconsolidation of the
subsidiary is measured using the fair value of any non-controlling
equity investment.  The Statement also requires entities to provide
sufficient disclosures that clearly identify and distinguish between
the interests of the parent and the interests of the non-controlling
owners.  This Statement applies prospectively to all entities that
prepare consolidated financial statements and applies prospectively for
fiscal years, and interim periods within those fiscal years, beginning
on or after December 15, 2008.  We do not expect the adoption of this
accounting pronouncement to have a significant impact on our financial
statements.




<PAGE>12
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

In May 2008, the FASB issued SFAS No. 162 "The Hierarchy of Generally
Accepted Accounting Principles" ("SFAS 162"), which is effective 90
days following the SEC's approval of the Public Company Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.  SFAS 162
identifies the sources of accounting principles and the framework for
selecting the principles to be used in the preparation of financial
statements of nongovernmental entities that are presented in conformity
with generally accepted accounting principles (GAAP) in the United
States (the GAAP hierarchy).  We do not expect the adoption of this
accounting pronouncement to have a significant impact on our financial
statements.


3.  Related party transactions

Consulting Services
During the three and nine months ended March 31, 2008 and 2007, we paid
affiliated companies $1,500, $20,750, $62,500 and $41,800,
respectively, for consulting services.  Our CEO and CFO are executives
with the affiliated companies.  These amounts are included in the loss
from discontinued operations.

Related Party Notes Payable

Related party notes payable consisted of the following:

                                                  Amount Outstanding
                                                 as of March 31, 2008
Notes from officers at 6% per annum,
  due on demand:
    March 2005 note for $53,000                        $      -
    March 2005 note for $15,000                               -
    April 2005 note for $10,000                               -
    April 2005 note for $10,000                               -
    May 2005 note for $15,000                                 -
Note from relative of officer at 13% per
  annum, due on demand with interest
  payable in shares of the Company's
  common stock:
     January 2005 note for $75,000                            -
                                                       --------
Total related party notes payable                      $      0
                                                       ========

Total related party interest expense for the three and nine months
ended March 31, 2008 and 2007 was $0, $0, $3,688 and $11,308,
respectively.


<PAGE>15
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

4.  Sale of Subsidiary - VanMag

In November 2006, the Company entered into an agreement with Golden
Falls Trading 565 LTD ("Golden Falls") (the "Buyer") to sell its 66.7%
share of VanMag (the "Initial Agreement").  The Initial Agreement
called for a purchase price of $9,000,000, in U.S. dollars with
payments as follows:
   -  $100,000 paid as a deposit in November 2006 to be applied as part
of the Agreement price
   -  $500,000 payable upon notice of acceptance of due diligence -
anticipated in December 2006
   -  $4,350,000 payable in February 2007
   -  $4,050,000 payable in May 2009 (when new mining rights were to be
issued)

The $100,000 deposit payment was made in accordance with the Initial
Agreement in November 2006.  In January 2007, the Buyer had not made
the required $500,000 payment according to the Initial Agreement.  As a
result, the Initial Agreement was revised as follows:

   -  The $100,000 deposit made in November 2006 was converted to a
forbearance fee and recognized as income by the Company in 2007.  The
Buyer remitted a new initial payment of $200,000 upon the signing of
the revised Initial Agreement.
   -  $4,800,000 was payable by the Buyer in April 2007 or upon notice
of acceptance of the due diligence work that was still being performed.
   -  $4,000,000 was payable by the Buyer in April 2008.

In May 2007, after the Buyer failed to make its April 2007 agreed upon
payment of $4,800,000, the Company and the Buyer entered into a First
Addendum to the Initial Agreement (the "First Addendum"). The First
Addendum established a payment schedule whereby the Buyer received
credit for the $200,000 previously paid:
   -  $4,800,000 was due immediately upon the signing of the First
Addendum, with $3,200,000 paid to the Company and $1,600,000 to be held
in escrow pending resolution of an unrelated dispute amongst the
remaining 33.3% shareholder group of VanMag.
   -  $4,000,000 was to be paid in May 2008, upon the issuance of new
mining rights

The First Addendum provided for the termination of the transaction and
the Buyer's loss of all rights and claims to the property and prior
payments if all terms were not completed as agreed.  The Buyer made the
$3,200,000 payment to the Company in accordance with the First
Addendum; but the $1,600,000 was never deposited into escrow.  The
Company has not exercised its right to terminate the First Addendum
agreement.




<PAGE>16
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

In May 2008, when the Buyer failed to make the required $4,000,000
First Addendum  payment, another modification to the agreement was
enter into (the Second Addendum ).  The Second Addendum reduced the
total transaction price to $8,400,000, with a revised payment schedule
as follows:
   -  the $200,000 previously paid
   -  the $3,200,000 previously paid
   -  $2,000,000 to be paid upon signing of the Second Addendum
   -  $3,000,000 to be paid in July 2008

The Buyer paid the Company $50,000 as a forbearance fee related to
signing the Second Addendum and to not to forfeit all previous
payments.  This payment was recorded by the Company as other income
from restructuring the transaction.  The Company also recorded other
expense of $600,000 to reflect the reduction in the total sales price.

In June 2008, after the Buyer failed to make the $2,000,000 payment as
stipulated in the Second Addendum, the Company and the Buyer agreed to
a Revised Second Addendum.  The Revised Second Addendum called for a
payment schedule that converted the remaining unpaid balance to be paid
in South African Rand at a fixed conversion rate of 1 U.S. dollar to 8
South African Rand:
   -  the $200,000 previously paid
   -  the $3,200,000 previously paid
   -  $375,000 to be paid upon signing of the Revised Second Addendum
in the form of 3,000,000 South African Rand at a fixed conversion rate
of 8:1
   -  $1,500,000 to be paid 10 days following the signing of the
Revised Second Addendum in the form of 12,000,000 South African Rand at
a fixed conversion rate of 8:1
   -  $3,125,000 to be paid in July 2008 in the form of 25,000,000
South African Rand at a fixed conversion rate of 8:1

The Buyer paid $250,000 (2,000,000 South African Rand at an 8:1
currency conversion rate) upon signing of the Revised Second Addendum.
This resulted in the Company recognizing a gain on currency conversion
of $546, which was recognized as other comprehensive income.  As a
result of the Revised Second Addendum converting the unpaid agreement
amount to South African Rand, the Company recognized a restructuring
expense of $10,723 based on the conversion rate at the signing date of
the Revised Second Addendum.

In July 2008, the Buyer had failed to make the payments required by the
Revised Second Addendum, and a Third Addendum to the Initial Agreement
was entered into.  The Third Addendum superceded and cancelled all
previous agreements and understandings, increased the sales price to
$9,275,000, and re-modified the satisfaction of the unpaid balance
payable as follows:



<PAGE>17
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007


   -  $200,000 previously paid
   -  $3,200,000 previously paid
   -  $250,000 previously paid (as 2,000,000 SA Rand at 8:1)
   -  $5,625,000 to be paid to the Trust Account of Brink, Bonsma & De
Bruyn, within 3 days following the signing of the Third Addendum in the
form of 45,000,000 South African Rand at a fixed conversion rate of 8:1

The Third Addendum resulted in the Company recognizing an immediate
restructuring gain in other income of $963,988 and realizing a gain on
currency conversion of $363,469 in other comprehensive income.  Golden
Falls failed to put any of the 45,000,000 South African Rand into the
trust account.  At September 30, 2008, the Company realized a loss on
currency conversion of $785,291 which is presented in other
comprehensive income.

In October 2008, Golden Falls made a payment to the Company of
15,000,000 South African Rand (at the agreed upon conversion rate of
8:1).  The Company realized a loss on currency translation of $290,260,
shown as other comprehensive income.

In November 2008, after Golden Falls had failed to pay the remaining
30,000,000 South African Rand at the stipulated conversion rate of 8:1,
the Company and Golden Falls informally agreed that the remaining
amount payable of 30,000,000 Rand would be due and payable in the
amount of $3,750,000 (US$).

As of January 31, 2009, this amount is still due and payable and shown
as a receivable from sale of subsidiary on the face of the Company's
balance sheet.


5.  Investments

The Company has investments consisting of loans to various individuals
and entities of the following:
                                            As of March 31, 2008
                                            --------------------
Investments                                      $   25,285
                                                 ==========

The Company assesses all investments for impairment on an annual basis.
Impairment losses related to these investments was $19,850, $20,200,
$41,450 and $38,700 for the three and nine months ended March 31, 2008
and 2007, respectively.




<PAGE>18
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

6.  Property and equipment

Our office equipment and furniture, with a cost basis of $10,242, was
fully depreciated prior to the periods that are being reported upon.
As the office equipment and furniture is still being used by the
Company, its fully depreciated costs are carried on its books at March
31, 2008.

Accordingly, there was no depreciation expense recognized during the
three and six month periods ended March 31, 2008 and 2007.


7.   Debt

Debt consisted of the following:
                                                 As of March 31,
                                                       2008
                                                  --------------
Note payable to a private entity issued
  in March 2006, interest compounded
  quarterly at 12% per annum, principal
   installments due in six bi-annual installments
   from the date of the note                         $        -
Note payable to Golden Star issued in
  March 2006, which held the option to
  purchase the Company's Orovi Ghana
  investment, due September 30, 2006 at 0%
  interest, and the entity had the option
  to apply the note to the purchase price
  of the Orovi Ghana investment                               -
                                                        -------
     Total debt                                               -
       less current portion                                   -
                                                        -------
Total debt                                              $     0
                                                        =======

Interest expense of $0, $0, $1,200 and $4,431 was recorded on the notes
above for the three and nine months ended March 31, 2008 and 2007,
respectively.

In June 2006, Golden Star Resources (LTV) ("Golden Star") agreed to
purchase the Orovi Ghana investment from the Company, at which time the
note payable of $145,690 was fully applied to the purchase price (Note
12 - Orovi Ghana Investment).




<PAGE>19
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

8.  Commitments and Contingencies

Legal actions
Certain conditions may exist as of the date the combined financial
statements are issued, which may result in a loss to the Company, but
which will only be resolved when one or more future events occur or
fail to occur. The Company's management and its legal counsel assess
such contingent liabilities, and such assessment inherently involves an
exercise of judgment. In assessing loss contingencies related to legal
proceedings that are pending against the Company or unasserted claims
that may result in such proceedings, the Company's legal counsel
evaluates the perceived merits of any legal proceedings or unasserted
claims as well as the perceived merits of the amount of relief sought
or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a
material loss has been incurred and the amount of the liability can be
estimated, then the estimated liability would be accrued in the
Company's combined financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is
reasonably possible, or is probable but cannot be estimated, then the
nature of the contingent liability, together with an estimate of the
range of possible loss if determinable and material, would be
disclosed.

Loss contingencies considered remote are generally not disclosed unless
they involve guarantees, in which case the guarantees would be
disclosed.

On July 29, 2005, Riyadh Mining Company Limited filed a lawsuit against
us in the Ghana Superior Court to rescind a 10% royalty interest in the
undeveloped Orovi Ghana gold property.  They were awarded $22,145 in
legal fees as resolution to the matter.

Going Concern and Management's Plan
The Company has historically relied on its ability to raise money
through debt and the sales of investment equity interests to meet its
cash flow requirements. The Company has cash available in the amount of
approximately $36,134 as of March 31, 2008.  However, the Company has
adopted a plan to discontinue all of its operating subsidiaries as of
June 30, 2008.  As a result, the Company will need additional funds to
meet the development and exploratory opportunities until sufficient
cash flows are generated to sustain the pursuit of operations.

Operating Leases
We lease office space and equipment under noncancelable operating
leases with terms of three years.  The following is a schedule by years
of future minimum rentals under the leases for the 12 month periods
ending March 31:

<PAGE>20
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

Year                                        Amount
  ----                                        ------
  2009                                       $ 22,329
  2010                                         20,092
  2011                                         20,608
  2012                                         15,276
  2013 and thereafter                               -
                                             --------
  Total                                      $ 78,305
                                             ========

The Company recognized rental expense of $11,439, $30,408, $11,187, and
$32,403 for the three and nine months ended March 31, 2008 and 2007,
respectively.  The Company occupies its Englewood, Colorado facility under a
rental agreement that has a lease term that expires in December 2008.  On
October 1, 2008, the Company entered into an agreement to extend the lease
term for an additional 36 months ending December 2011.  On August 15, 2008,
the Company entered into an operating lease agreement to lease a copier for
39 months ending October 2011.

The Company subleases space in its office to two tenants.  Sublease income
for the three and nine months ended March 31, 2008 and 2007 were $12,300,
$19,300, $4,000 and $15,215, respectively.  All sublease income is treated
as a reduction in rent expense.


9.  Discontinued operations

The following foreign subsidiaries have been abandoned or sold and are
classified as discontinued operations under the provisions of Statement
of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-lived Assets as of March 31, 2008.

Titan Processors (Pty) (Ltd)
In June 2006, the Company decided to abandon the Titan Processors
subsidiary. The Company decided to abandon the Tantalum project
undertaken by the subsidiary as a result of poor results and
unfeasibility of the process. The full investment was written off in
the fourth quarter of fiscal 2007.  Titan's pretax loss, reported in
discontinued operations, for the three and nine months ended March 31,
2007, was $0.

Vanadium and Magnetite Exploration & Development Co. (Pty) (Ltd)
In December 2006, the Company concluded a written share sale agreement
with Golden Falls Trading 565 Ltd to sell its sole 66.7% interest in
the VanMag consolidated entity to an unrelated third party. The Company
decided to sell the subsidiary as it was able to realize a substantial
gain on the original investment. The original selling price was
$9,000,000, which was subsequently revised through a number of
addendums. The assets sold consist primarily of prepaid royalties, and

<PAGE>21
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

the buyer also assumed accrued interest on intercompany loans. VanMag's
pretax income, reported in discontinued operations, for the three and
nine months ended March 31, 2007 was $189,896 and $295,115,
respectively. The entity has been classified as discontinued operations
for the three and nine months ended March 31, 2007.

Diamonaire Exploration (Pty) (Ltd)
As of June 2008, the Company adopted a plan to discontinue the
operations of Diamonaire.  This plan anticipates that the operations
will be sold within a one year period during which the activities of
Diamonaire will continue. Diamonaire's pretax income (loss), reported
in discontinued operations, for the three and nine months ended March
31, 2008 and 2007 was $(280,633), $(828,881), $(280) and $(70,897),
respectively. The entity has been classified as discontinued operations
for the three and nine months ended March 31, 2008 and 2007.

The assets and liabilities of the discontinued operations are presented
separately under the captions "Assets of discontinued operations" and
"Liabilities of discontinued operations" in the accompanying Balance
Sheets.

                                               As of March 31, 2008
                                               --------------------
                                                       Diamonaire
                                                       ----------
Assets of discontinued operations:
Current assets                                         $  13,348
Long term assets                                               -
                                                       =========
Total assets                                           $  13,348
Liabilities of discontinued division:
Current liabilities                                    $ 732,224
Long term liabilities                                          -
                                                       ---------
Total liabilities                                      $ 732,224
                                                       =========

                                               As of March 31, 2007
                                               --------------------
                                                      Diamonaire
                                                      ----------
Assets of discontinued operations:
Current assets                                          $ 40,814
Long term assets                                               -
                                                        --------
Total assets                                            $ 40,814




<PAGE>22
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

Liabilities of discontinued operations:
Current liabilities                                     $ 37,466
Long term liabilities                                          -
                                                        --------
Total liabilities                                       $ 37,466
                                                        ========

The accompanying table illustrates the reporting of the discontinued
operations on the face of the Statements of Operations for the three
and nine month periods ended March 31, 2008 and 2007.
<TABLE>
                                              For the Three Month Period
                                                 Ended March 31, 2008
                                              --------------------------
                                         VanMag      Diamonaire        Total
                                         -------     ----------        -----

                                       <c>            <c>              <c>
Gain on sale of subsidiary                       -             -            -
Provision for income taxes                       -             -            -
                                          --------    ----------   ----------
Gain on sale of subsidiary, net of taxes         -             -            -
Discontinued operations:
Loss from operations of discontinued
 Operations                               $      -    $ (280,633)  $ (280,633)
Income tax benefit                               -       114,779      114,779
                                          --------    ----------   ----------
Loss on discontinued operations           $       -   $ (165,854)  $ (165,854)
                                          ---------   ----------    ---------

                                     For the Nine Month Period Ended March 31, 2008
                                     ----------------------------------------------
                                     VanMag          Diamonaire          Total
                                     -------          ----------          -----
Gain on sale of subsidiary                   -                 -               -
Provision for income taxes                   -                 -               -
                                     ---------        ----------          ------
Gain on sale of subsidiary,
 net of taxes                                -                 -               -
Discontinued operations:
Loss from operations of
 discontinued operations             $       -         $ (828,881)   $ (828,881)
Income tax benefit                           -            339,012       339,012
                                     ---------         ----------    ----------
Loss on discontinued operations      $       -         $ (489,869)   $ (489,869)
                                     ---------         ----------    ---------



<PAGE>23
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

                                    For the Three Month Period Ending March 31, 2007
                                    ------------------------------------------------
                                     Diamonaire            VanMag         Total
                                     ----------            -------         -----
Gain on sale of subsidiary                     -                -               -
Provision for income taxes                     -                -               -
                                      ----------         --------      ----------
Gain on sale of subsidiary, net of
 taxes                                         -                -               -
Discontinued operations:
Income (loss) from operations of
 discontinued operations               $   (280)         $ 189,896      $ 189,616
Income tax benefit                             -           (38,406)       (38,406)
                                       ---------         ---------      ---------
Income (loss on discontinued
 operations)                           $   (280)         $ 151,490      $ 151,210
                                       --------          ---------      ---------

                                   For the Nine Month Period Ending March 31, 2007
                                   -----------------------------------------------
                                   Diamonaire           VanMag              Total
                                   ----------           -------              -----
Income from continuing operation
 before income taxes                            -         7,906,929      7,906,929
Provision for income taxes                      -        (3,011,717)    (3,011,717)
                                         --------        ----------     ----------
Income from continuing operations               -         4,895,212      4,895,212

Discontinued operations:
Income (loss) from operations of
discontinued operations                 $ (70,897)      $ 295,115        $ 224,218
Income tax benefit                         67,403         (38,406)          28,997
                                        ---------       ---------        ---------
Income (loss) on discontinued
 operations                             $  (3,494)       $ 256,709       $ 253,215
                                        ---------        ---------       ---------
</TABLE>

10.  Income (Loss) Per Share

Basic earnings per share is computed by dividing net income by the
weighted-average number of common shares outstanding during the period.
Diluted earnings per share is computed by dividing net income by the
weighted-average number of common shares and dilutive potential common
shares outstanding during the period. The computation of basic earnings
per share and diluted earnings per share for "Income from continuing
operations" is as follows:



<PAGE>24
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007
<TABLE>
                                 For the Nine Month Periods   For the Three Month Periods
                                        Ended March 31,               Ended March 31,
                                   2008           2007           2008             2007
                                 --------------------------   ---------------------------

                                <c>            <c>             <c>              <c>
Income (loss) from continuing
 operations                    $    33,371    $(1,040,979)      $  8,366      $  32,299
                               ===========    ===========       ========      =========
Weighted-average number of
 common shares outstanding
 - Basic                       21,477,550      20,377,550     21,477,550     20,377,550
Effect of dilutive securities
 - Stock options                  102,190               -              -              -
Weighted-average number of
 common shares outstanding
 - Diluted                     21,579,740      20,377,550     21,477,550     20,377,550
                               ==========      ==========     ==========     ==========
Net earnings per share from
 continuing operations:
  Basic                          $   0.00         $ (0.05)        $ 0.00         $ 0.00
                                 ========         =======         ======         ======
  Diluted                        $   0.00         $ (0.05)        $ 0.00         $ 0.00
                                 ========         =======         ======          =====
</TABLE>
The following securities were not included in the computation of
diluted net loss per share as their effect would have been
anti-dilutive:
<TABLE>
                                                        2008              2007
                                                        ----              ----

                                                      <c>              <c>
Options to purchase common stock                          -          1,230,000
</TABLE>

11.  Equity

During the year ended June 30, 2006, we issued 1,292,500 shares of
common stock to satisfy notes payable outstanding to related parties.
The shares were valued at a discount to market price since they were
not free-trading shares. The fair value of the shares issued equaled
the fair value of the notes payable.

During the year ended June 30, 2006, we issued 900,000 shares to a
consultant for services rendered. The shares were valued at a discount
to market price since they were not free-trading shares.

During the year ended June 30, 2007, we issued 1,100,000 shares to a
consultant for services rendered. The shares were valued at a discount
to market price since they were not free-trading shares.



<PAGE>25
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

Stock options
In May 2004, we granted a Director an option to purchase 1,000,000
shares of our common stock at $.13 per share.  The options vest
immediately and expire five years from the grant date.  The fair value
of the options were estimated at $22,000.  The fair value for these
options was estimated at the date of grant using the Black-Scholes
option-pricing model with the following assumptions:

Risk free interest rate                   2.50%
Volatility                                 101%
Dividend                                   -0-
Weighted average expected life            5 years

The following schedule summarizes our stock option activity:
<TABLE>
                                             Weighted     Weighted
                                              Average      Average    Aggregate
                                             Exercise     Remaining   Intrinsic
                                   Options     Price        Term         Value
                                   -------   --------     ---------   ---------

                                  <c>        <c>           <c>         <c>
Outstanding at June 30, 2005      1,230,000    $0.13         3.55       $    -
                                  =========    =====         ====       ======
Options granted                           -        -            -            -
Options exercised                         -        -            -            -
Options expired                           -        -            -            -
                                  ---------    -----         ----       ------
Outstanding at March 31, 2006     1,230,000    $0.13         2.80      $12,300
                                  =========    =====         ====      =======
Options granted                           -        -            -            -
Options exercised                         -        -            -            -
Options expired                           -        -            -            -
                                  ---------    -----         ----      -------
Outstanding at March 31, 2007     1,230,000    $0.13         1.80      $     -
                                  =========    =====         ====      =======
Options granted                           -        -            -            -
Options exercised                         -        -            -            -
Options expired                    (230,000)       -            -            -
                                  ---------    -----         ----      -------
Outstanding at March 31, 2008     1,000,000    $0.13         1.10      $     -
                                  =========    =====         ====      =======
</TABLE>

12.  Orovi Ghana Investment

Orovi Ghana Ltd. ("OGL") had a license granted by the Republic of Ghana
to prospect for gold on certain land located in an undeveloped gold
property in the western region of Ghana.  In October 2004, Golden Star
advanced to us $200,000 to extend an existing option agreement to
acquire a 100 percent interest in the prospecting license held by OGL.

<PAGE>26
Pinnacle Resources, Inc.
Notes to the Condensed Financial Statements

As of March 31, 2008 and June 30, 2007 and
For the Three and Nine Month Periods Ended March 31, 2008 and 2007

The $200,000 was to be applied to the purchase of the prospecting
license.  The purchase price was to be determined based on an
engineering reserve report.

On July 12, 2005, we agreed with Golden Star on a purchase price to
sell the prospecting license of $470,000, net of costs and expenses.
On July 12, 2005, Golden Star advanced an additional $145,690 to us as
a note payable, with the option of applying the amount towards the
purchase of the prospecting license.  As security for the advance, we
gave Golden Star a first lien on all of the issued and outstanding
shares of Orovi Ghana Ltd. held by the Company.  Upon execution of the
agreement, we gave Golden Star the share certificates of Orovi Ghana,
(Pty) Ltd. together with a deed of transfer and an undated stock
transfer.  The transaction closed on April 7, 2007, and the purchase
price is organized as follows:

Purchase price                                  $   470,000
Deposits from the Buyer to the Company             (200,000)
Payments made directly by the Buyer                (107,145)
Note payable applied to purchase price             (145,690)
                                                -----------
Final payment made to Pinnacle by the Buyer     $    17,165
                                                ===========


13.  Subsequent events

Collection of Receivable From Sale of Subsidiary
In October 2008, the Company collected 15,000,000 Rand (US $1,584,740)
of its outstanding receivable from sale of subsidiary.  7,000,000 Rand
(US $739,545) was sent to South Africa to satisfy the liabilities and
closing expenses of Diamonaire, which was discontinued as of June 30,
2008.

VanMag addendum
In November 2008, the Company entered into an informal agreement with
the purchaser of the VanMag subsidiary in which the purchaser agreed to
pay $3,750,000 (US$) in place of the outstanding balance of 30,000,000
South African Rand.  This amendment resulted in a restructuring gain of
$787,037.

Loans
In November 2008, the Company made loans to two companies totaling
$400,000.  One note is in the principal amount of $250,000, has certain
financial assets as collateral, bears interest at 6.87% per annum, and
has principal and interest due in one year.  The second loan bears
interest at 10% per annum, is without collateral, and is due in one
year.  The two companies are assisting the Company in connection with
additional business opportunities.



<PAGE>27

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following presentation of our management's discussion and analysis
should be read in conjunction with the financial statements and other
financial information included elsewhere in this report.

Basis of Presentation of the Financial Statements

Our financial statements include those of our parent company and our
wholly owned South African subsidiary Diamonaire Exploration (Pty) Ltd)
(Diamonaire) and our 66 2/3 owned subsidiary Vanadium and Magnetite
Exploration & Development Co. (Pty) Ltd) (VanMag).  Our financial
statements also include the accounts of Titan Processors (Pty) Ltd)
(Titan), also a South African company, which is controlled by members
of our board of directors.  Titan was abandoned as of June 30, 2006 and
all assets were written down to zero.  In November 2007, we paid
$50,000 to settle all remaining liabilities of Titan.  We sold our
interest in VanMag in July 2007.  In June 2008, we adopted a plan to
discontinue the operations of Diamonaire. This plan anticipates that
the operations will be sold within a one year period during which the
activities of Diamonaire will continue.

Industry Outlook

The current global economic and financial crisis has severely hampered
our ability to obtain additional funds with which to seek additional
natural resource, or other types of business opportunities.  We are
uncertain what potential business ventures will be available to us in
the near future, or whether, if they are available, we will be able to
obtain debt or equity financing necessary to take advantage of those
opportunities.

Results of Operations

At June 30, 2008, we had sold or adopted a plan to discontinue all of
our natural resource operations.  Our activities during fiscal 2008
have been limited to the activities of our Diamonaire subsidiary,
searching for new business opportunities and collecting the remaining
receivable related to the sale of our VanMag subsidiary.  In October
2008 we collected $1,584,740 of this receivable and amended the terms
to provide for the balance to be paid in US dollars.  We expect to
collect the $3.75 million balance of the sales price during fiscal
2009, although the uncertain economic conditions may delay some or all
of amounts that we collect into future years.

Three month periods ended March 31, 2008 compared to three month period
ended March 31, 2007

Net (loss) for the three month period in 2008 totaled ($157,488)
compared to net income of $183,509 in the three month period in 2007.
This change resulted mainly from the (loss) from our discontinued
operations of $(165,854) in the 2008 period compared to income from
discontinued operations of $151,210 in 2007 period.

<PAGE>28

Operating expenses for the three month period ended March 31, 2008 were
$107,292 compared to $28,334 for the same period in 2007.  Salaries
increased from $15,000 in 2007 to $48,000 in 2008 due to salary
increases and bonuses given to executive management after the sale of
our interest in VanMag in December 2006.

Professional fees increased from $1,555 for the three month period
ended March 31, 2007 to $26,021 for the same period in 2008 due to
audit fees in 2008.  We did not have an audit of our financial
statements in the prior year.

General and Administrative expense in the three month period in 2008
was $33,271 compared to $11,779 in 2007.  This increase was a result of
the start of investor and public relations activities.

We had no Interest expense, either to related and third parties in 2007
as we repaid our third and related parties debts in fiscal 2007.

For the three month period ended March 31, 2008, we incurred related
party expenses of $1,500 compared to $20,750 for the same period in
2007.  These amounts were paid to affiliated companies for consulting
services.  Our CEO and CFO are executives with the affiliated
companies.  The decrease in related party expenses was due to the sale
of VanMag and decrease in the need for consulting services relating to
its business.  These amounts are included in the loss from discontinued
operations.


Inflation has not affected our operation.

Nine month period ended March 31, 2008 compared to nine month period
ended March 31, 2007
Net loss for nine month period in 2008 totaled $456,498 compared to net
income of $4,107,448 in the same period in 2007.  This change resulted
mainly from the net gain of $4,895,212 in 2007 from the sale of our 66
2/3% interest in VanMag.

We recorded a deferred tax expense of $3,9501,649 in the nine month
period in 2007 related to the sale of VanMag which we are treating as
an installment sale for tax purposes.  We will recognize the gain on
this transaction for tax purposes as we receive payments on the note
related to this transaction.

Operating expenses for the nine month period ended March 31, 2008 were
$323,184 compared to $62,841 for the same period in 2007.  Salaries
increased from $20,046 in 2007 to $186,000 in 2008 due to salary
increases and bonuses given to our executive management.

Professional fees increased substantially from $3,428 for the nine
month period ended March 31, 2007 to $48,778 for the same period in
2008 due to audit fees incurred in 2008.  We did not have an audit of
our financial statements in the prior year.


<PAGE>29

General and Administrative expense in the nine month period in 2008 was
$88,406 compared to $38,917 in the same period in 2007.  We commenced
public and investor relations activities in 2007 after we received a
portion of the proceeds of the sale of VanMag.

For the nine month period ended March 31, 2008, we incurred related
party expenses of $62,500 compared to $41,800 for the same period in
2007.  These amounts were paid to affiliated companies for consulting
services.  Our CEO and CFO are executives with the affiliated
companies.  The increase in related party expenses was due to the need
for consulting services relating to VanMag prior to its sale.  These
amounts are included in the loss from discontinued operations.

Liquidity

March 31, 2008 compared to June 30, 2007
In the nine month period in 2008, our ability to generate adequate
amounts of cash to meet our needs came from the sale of our subsidiary,
VanMag.  During the nine month period in 2008, we relied on cash
reserves related to the sale of VanMag in December 2006.  Our cash
position decreased from $1,022,489 at June 30, 2007 to $36,134 at March
31, 2008, primarily due to cash used in both our continuing and
discontinued operations of $1,025,186 during the nine month period
ended March 31 2008.  We will rely on our cash reserves, the collection
of our receivable from the sale of VanMag, our bank line of credit and
advances from principal shareholders to fund operations.

In October 2008, we collected $1,584,740 of the receivable related to
the sale of VanMag and restructured the balance to be paid in US
dollars.  We used $739,545 of this amount to satisfy liabilities of
Diamonaire, which we elected to discontinue at June 30, 2008.

In November 2008, the Company made loans to two companies totaling
$400,000.  One note is in the principal amount of $250,000, has certain
financial assets as collateral, bears interest at 6.87% per annum, and
has principal and interest due in one year.  The second loan bears
interest at 10% per annum, is without collateral, and is due in one
year.  The two companies are assisting the Company in connection with
additional business opportunities

Discontinued operations

Titan Processors (Pty) (Ltd)

In June 2006, we determined to abandon the Titan Processors subsidiary.
We decided to abandon the Tantalum project undertaken by the subsidiary
as a result of poor results and unfeasibility of the process.

Vanadium and Magnetite Exploration & Development Co. (Pty) (Ltd)

In January, 2007, we concluded a written share sale agreement with
Golden Fall. Trading 565 Ltd to sell our 662/3% interest in the VanMag
consolidated entity to an unrelated third party.  We decided to sell
the subsidiary as we were able to realize a substantial gain on the
original investment.  The original selling price was $9,000,000, which

<PAGE>30

was subsequently revised through a number of addendums.  The assets
sold consist primarily of prepaid royalties, and the buyer also assumed
intercompany loans, including accrued interest.  VanMag's pretax
income, reported in discontinued operations, for the three and nine
month periods ended March 31, 2008 and 2007, was $-0-, $151,490, $-0-,
and $256,709, respectively.  The entity has been consolidated but
classified as discontinued operations for the three and nine month
periods ending March 31, 2008 and 2007.

Diamonaire Exploration (Pty) (Ltd)

As of June 2008, we adopted a plan to discontinue the operations of
Diamonaire.  This plan anticipates that the operations will be sold
within a one year period during which the activities of Diamonaire will
continue.  Diamonaire's pretax (loss) income, reported in discontinued
operations, for the three month periods ended March 31, 2008 and 2007
was $(280,633), $(828,881), $(280) and $(70,897), respectively.  The
entity has been consolidated but classified as discontinued operations
for the three and nine month periods ending March 31, 2008, and 2007.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable


OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

Certain information set forth in this report contains "forward-looking
statements" within the meaning of federal securities laws.  Forward
looking statements include statements concerning our plans, objectives,
goals, strategies, future events, future revenues or performance,
capital expenditures, and financing needs and other information that is
not historical information. When used in this report, the words
"estimates," "expects," "anticipates," "forecasts," "plans," "intends,"
"believes" and variations of such words or similar expressions are
intended to identify forward-looking statements.  Additional forward-



<PAGE>31

looking statements may be made by us from time to time.  All such
subsequent forward-looking statements, whether written or oral and
whether made by us or on our behalf, are also expressly qualified by
these cautionary statements.

Our forward-looking statements are based upon our current expectations
and various assumptions.  Our expectations, beliefs and projections are
expressed in good faith and are believed by us to have a reasonable

basis, including without limitation, our examination of historical
operating trends, data contained in our records and other data
available from third parties, but there can be no assurance that our
expectations, beliefs and projections will result or be achieved or
accomplished.  Our forward-looking statements apply only as of the date
made.  We undertake no obligation to publicly update or revise forward-
looking statements which may be made to reflect events or circumstances
after the date made or to reflect the occurrence of unanticipated
events.

There are a number of risks and uncertainties that could cause actual
results to differ materially from those set forth in, contemplated by
or underlying the forward-looking statements contained in this report.
Those risks and uncertainties include, but are not limited to, our
history of operating losses, lack of liquidity in our common stock, our
dependence on key personnel, the expression by our auditors of
uncertainty as to our ability to continue as a going concern, and the
fact that we face substantial competition. Those risks and certain
other uncertainties are discussed in more detail in our 2007 Annual
Report on Form 10-K and our subsequent filings with the SEC.  There may
also be other factors, including those discussed elsewhere in this
report that may cause our actual results to differ from the forward-
looking statements.  Any forward-looking statements made by us or on
our behalf should be considered in light of these factors.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

We do not consider the effects of interest rate movements to be a
material risk to our financial condition.  We do not hold any
derivative instruments and do not engage in any hedging activities.


Item 4T.  Controls and Procedures.

During the three months ended March 31, 2008, there were no changes in
our internal controls over financial reporting (as defined in Rule 13a-
15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.



<PAGE>32

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we
conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of March 31, 2008.  Based on this evaluation, our chief executive
officer and chief principal financial officers have concluded such
controls and procedures effective as of March 31, 2008 to ensure that
information required to be disclosed by the issuer in the reports that
it files or submits under the Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission's
rules and forms and to ensure that information required to be disclosed
by an issuer in the reports that it files or submits under the Act is
accumulated and communicated to the issuer's management, including its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.



<PAGE>33
PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The registrant is party to an action before the High Court of South
Africa brought by Corridor Mining Resources.  Corridor asserts that the
registrant unlawfully reduced Corridor's share of the ownership of
VanMag to 7 1/3 percent when it made 26 percent Corridor's interest
available to a qualified Black Economic Empowerment partner, as
required by the law of the land.  The registrant's attorneys are
confident that the registrant will prevail at an eventual trial.  The
registrant's management is of the opinion that the dispute will be
settled amicably out of court.  In the pending share sale agreement of
the VanMag asset, the buyer has agreed to hold the registrant harmless.

Item 2. Unregistered Sale of Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities. None

Item 4. Submission of Matters to a Vote of Security Holders.
         None.

Item 5. Other Information.  None.

Item 6. Exhibits.

        Exhibit 31 - Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
        Exhibit 32 - Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002




<PAGE>34

SIGNATURES

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

Dated:  February 13, 2009

Pinnacle Resources, Inc.

By  /s/Glen R. Gamble
    ------------------------
    Glen R. Gamble
    President and Director