FORM 10-KSB
      SECURITIES AND EXCHANGE COMMISSION
        Washington, D.C.  20549
 [X]  15, ANNUAL REPORT UNDER SECTION 13 OR
      15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934 For the fiscal year ended:
                   6/30/02
                      OR
 [ ]  15, TRANSITION REPORT PURSUANT TO SECTION
      13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      For the transition period from     to

          Commission file number: 0-22965

           Pinnacle Resources, Inc.
     (Exact name of Small Business Issuer in its charter)

      WYOMING                       84-1414869
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization           Identification No.)

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

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

Securities registered pursuant
 to Section 12(b) of the Act:       None
Securities registered pursuant
 to Section 12(g) of the Act:   Common  Stock,
                               $.00001 par value

Check whether Pinnacle (1) has filed all reports
required to be filed by Section 13 or 15(d) of the
Securities Exchange Act during the preceding 12
months (or such shorter period that Pinnacle was
required to file such reports), and (2) has been
subject to such filing requirements for at least
the past 90 days.
     Yes [x] No [ ]

Check if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-B is
not contained in this form, and no disclosure will
be contained, to the best of Company's knowledge,
in definitive proxy or information statements
incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [x]



<PAGE>2

Pinnacle's revenues for its most recent fiscal year
were $0.00. As of June 30, 2002, the market value
of Pinnacle's voting $.00001 par value common stock
held by non-affiliates of Pinnacle was $818,823.

The number of shares outstanding of Company's only
class of common stock, as of June 30, 2002 was
17,253,050 shares of its $.00001 par value common
stock.

Check whether the Issuer has filed all documents
and reports required to be filed by Section 12, 13
or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes [x]  No [ ]

 No documents are incorporated into the text by
reference.

Transitional  Small  Business  Disclosure  Format
(check  one)
 Yes                No     x
     --------          --------














<PAGE>3

                     PART I
ITEM  1.    BUSINESS  General

A.   Business Development.    Pinnacle Resources,
Inc. is a development stage company, incorporated
pursuant to the laws of the State of Wyoming on
January 6, 1995 under the name of Claremont House,
Corp.   On June 26, 1997, the Articles of
Incorporation were amended to change the name of
Pinnacle to Pinnacle Resources, Inc. and to
authorize 2,000,000 Preferred Shares with a par
value of $.01 per Preferred Share. Additionally,
Pinnacle effectuated a 1 for 3.3333 reverse stock
split reducing the number of outstanding common
shares from 500,000 to 150,000.

Pinnacle has had limited operations since its
inception in 1995 due to its lack of working
capital.   Claremont House was originally
established with the idea of providing "Assisted
Living Facilities" to at risk (frail) senior
citizens.   Management never commenced operations
regarding this venture due to a lack of funding. In
June 1997, Pinnacle issued 4,000,000 (post split)
Common Shares for cash at $.025 per Common Share
for an aggregate of $100,000 to thirteen
individuals who were then non-affiliates.  The new
owners of Claremont House, Corp. did not acquire
Pinnacle in order to use Claremont House, Corp. or
its predecessors, as the object of a merger or
acquisition.  Claremont House, Corp. was acquired,
and its name changed to Pinnacle Resources, Inc.,
in order to more clearly identify its new mandated
business purpose, which is to evaluate, structure,
and complete a merger with, or acquisition of,
another unrelated privately-owned corporation. In
the course of its activities, Pinnacle plans to
arrange (or provide) funding for companies that it
evaluates and will try to structure merger or
acquisition opportunities so that conditions are
advantageous to Pinnacle.   Victory Minerals Corp.,
a holding company controlled by Glen Gamble,
purchased 2,000,000 of those Common Shares.
Currently, Pinnacle is engaged in the business of
providing financial services to emerging growth
companies in the United States, as well as
development stage companies located in selected
developing countries, primarily in Africa and South
America.



<PAGE>4

Pinnacle filed a Form 10-SB on a voluntary basis to
provide full disclosure to its shareholders and to
meet one of the requirements of a NASDAQ listing.
Until Pinnacle, if ever, meets all of the
requirements of a NASDAQ listing, Pinnacle intends
to maintain its quotation, granted on July 15,
1999, on the OTC Bulletin Board under the trading
symbol PNRR.

Pinnacle will voluntarily file periodic reports in
the event that its obligation to file such reports
is suspended under the Exchange
Act.

Many states limit the resales of securities of
shell companies.   As a result, such restrictions
may be placed upon Pinnacle's shareholders even
though Pinnacle now has a stated business purpose.
Pinnacle has not yet applied for secondary trading
in any specified states and does not know
specifically of any such restrictions.

Business of Pinnacle.   Pinnacle plans to continue
to engage in the business of financial services,
making small commercial loans to, and equity
investments in, emerging growth companies that are
unable to obtain financing from traditional
sources.   Pinnacle intends to be in the financial
services business and may also furnish financial
consulting services and advice as an incidental
part of any other agreement or arrangement.

Pinnacle will continue to focus its financing and
capital arrangement activities on emerging growth
companies, which plan to raise capital in the
public markets within a reasonably short period of
time, i.e., one to two years.   Although Pinnacle
will initially target small mining companies due to
its contacts in that industry, management has not
identified, nor precluded, any particular industry
within which the Company will focus its efforts.
Rather, management intends to identify any number
of candidates, which may be brought to its
attention through present associations or by word-
of-mouth.   However, Pinnacle will direct its
activities in seeking and evaluating suitable
candidates for financing both in the United States
and on companies operating in selected stable,
developing countries, principally in Africa and
South America.




<PAGE>5

In addition to domestic financing experience,
management's historical exposure has been in
Southern Africa and South America.     Even though
Pinnacle intends to review and evaluate a variety
of funding opportunities, the bulk of the
management's funding and financing experience has
been concentrated in the mineral and mining
industry; therefore management's experience would
be limited in the financing of projects outside the
mining industry.   In Africa and South America,
management assisted in funding a variety of mining
opportunities.  Management is of the opinion that
the need for outside sources of funding by mining
companies in these markets has potential.
Pinnacle is attracted to these areas because they
represent some of the most highly mineralized areas
in the world.   Additionally, Pinnacle's management
has some prior expertise and working knowledge in
these markets.   Pinnacle expects to encounter
normal timing difficulties with third world
governmental regulations and bureaucracy that could
slow down and encumber Pinnacle's planned business
activities.

In the third world countries it is not uncommon
during the application and approval process
relating to surface and mineral titles; drilling
and exploration permits; mineral and mining leases;
easements and rights-of-way; water or power access
and usage; environmental and restoration plans;
etc., to be exceedingly slow compared to United
States standards.  Based on management observation
and past experience, these third world countries
often have only one person qualified to process any
particular application; and sometimes they have no
one qualified to evaluate an application and the
department has to seek an outside consultant's
report prior to processing an application.   In
geographic areas where prospecting and mining
activity is abundant, regulatory departments can be
understaffed, resulting in delays in the
application process.

Management has over 70 years of combined business
experience involving a variety of situations where
financing and/or funding has been required in order
to effectuate a mining opportunity.   Individually,
management personnel has directly funded,
underwritten or brokered financing for a number of
mining prospects over the years, both in the
domestic market as well as South Africa and South
America.



<PAGE>6

Pinnacle's operating strategies will be to provide
financing solutions to privately-held corporations
and other companies which, in all likelihood, do
not meet the overall credit standards typically
required by commercial banks in today's restrictive
credit environment. Management believes that
commercial banks are reluctant to make loans to
small and newly organized companies and, in the
instances in which such loans are made, they are
heavily collaterized by homes and other personal
assets in virtually every case.   Commercial
bankers typically do not lend to companies with
limited assets, or which have been in business for
less than three or four years.   Most, if not all,
of the companies which will be candidates for loans
and/or equity investments by Pinnacle or for other
sources of capital known to management, will not
have an operating history which will support bank
loans. These companies, primarily privately-held
corporations to be targeted by Pinnacle, may have
negative working capital positions, negative cash
flow, recurring losses or other negative
characteristics relating to their past performance
which would result, in all probability, in a bank's
refusal to lend funds.   Pinnacle may consider as
candidates for financing, corporations and entities
which are affiliated with Pinnacle, or in which
Pinnacle or executive officers, directors and/or
controlling shareholders have an equity interest.

While Pinnacle may require, as a condition to
making a loan to any particular candidate, adequate
collateral as security, Pinnacle will rely upon the
expertise and experience of its management on a
case-by-case basis in making the determination
regarding the issue of collateral.   Management
will not employ any specific formula for collateral
coverage and may make unsecured signature loans
under circumstances deemed acceptable by
management.   Banks, on the other hand,
traditionally require collateral coverage of
approximately 133% for accounts receivable, 300%
for inventory and 200% of liquidation value for
real estate, equipment and other tangible assets.
Pinnacle intends to charge interest rates on loans
in a range from 5% to 18% and to obtain equity
participation in the form of warrants or options to
purchase shares of the common stock of the entity
financed or other forms of securities in order to
provide additional yield enhancement.   Where
Pinnacle receives such warrants, options or other



<PAGE>7

securities Pinnacle may distribute such securities
to its shareholders as a stock dividend, subject to
compliance with applicable state and federal
securities laws.   In addition to or in lieu of the
aforementioned types of securities, Pinnacle may
seek to obtain an interest in revenues, a carried
working interest or other carried interest in an
operating, producing mine or oil, gas or mineral
property owned by a mining or energy-related
company financed by Pinnacle or its other capital
sources.   Depending upon the nature of the legal
interest or right obtained, Pinnacle could become
subject to liability in addition to that of a
shareholder or holder of a debt instrument.

In June 1999 Pinnacle had arranged funding for
Plateau Resources (Pty)Ltd., a South African
development-stage corporation in order to initiate
a drilling and exploration program on their
undeveloped properties.  For this Pinnacle obtained
an option to merge with Plateau.  Pinnacle then
made a loan to Plateau in order to start the
drilling program with the view in mind that any
potential funding candidate would want to see some
drilling results.  This program was successful and
as a result Pinnacle attracted a world wide
respected drilling and exploration company to
conclude a joint venture on Plateau's properties.
Therefore, in September 1999 Pinnacle exercised its
option to merge Plateau Resources in as a wholly
owned subsidiary of Pinnacle and issued 1.5 million
shares of its common stock for 4,000 shares (100%)
of Plateau. Pinnacle is of the opinion that equity
participation in Plateau, either directly or
indirectly, could be advantageous to Pinnacle if
Plateau successfully encounters a commercially
feasible PGM ore reserve.

Plateau Resources (formerly Bougleigh 126 (Pty.)
Ltd.) was organized in February 1995 and its
business activities to date have been confined to
South Africa.  Plateau was awarded Prospecting
Rights on lands that have platinum group metals
(PGM) potential.  Plateau required operational
capital, which was provided by a third party
investor introduced to the Plateau opportunity by
the efforts of Mr. Gamble for a fee.

On January 22, 2000, Pinnacle secured $6.9 million
in funding for the Plateau Resources drilling and
exploration project, now referred to as the



<PAGE>8

Platreef project.  Under the terms of the Loan
Facility Agreement the Platreef project was to be
financed by Anooraq Resources, Inc.  Anooraq is a
Vancouver based company managed by Hunter-
Dickinson, Group Inc. Out of the closing with
Anooraq Pinnacle was able to retrieve $175,000 that
it had loaned to Plateau and was able to settle all
accounts with financiers and professionals using
Pinnacle stock.  In the final agreement, Anooraq
was entitled to earn ownership of Plateau by
expending certain monies on the project.  By April
of 2001 Anooraq had earned a 50% ownership position
in Plateau thus both Pinnacle and Anooraq were
holding 4,000 shares of Plateau stock.  Due to a
variety of reasons, namely relating to financial
markets, it became obvious to the management of
Pinnacle that ownership of Plateau needed to be
restructured.  Therefore, in May of 2001 Pinnacle
accepted a loan advance of $150,000 from Anooraq
and entered into an Exchange Agreement whereby
Pinnacle would conclude a tax free exchange of its
4,000 shares of Plateau for 7.5 million shares of
Anooraq common stock; and then in an after closing
transaction Pinnacle would sell 500,000 shares of
Anooraq stock to cancel out the $150,000 cash
advance.  This transaction closed on August 28,
2001 and Pinnacle received 7 million shares of
Anooraq stock having a current value of US$2.5
million.

In June 2000 Pinnacle concluded negotiations to
acquire 100% ownership of Vanadium and Magnetite
Exploration and Development (Pty) Ltd.  (V-MED) a
South African corporation holding an exclusive 32-
year mineral lease on five contiguous farms near
Potgietersrus, South Africa.  These properties are
adjacent to, and run parallel to, Plateau's
platinum-palladium properties.

The farms cover 17,188 acres within the Bushveld
Complex, a region that accounts for 50 percent of
the world's vanadium supply.  They host a 6-metre
thick main layer magnetite, approximately 17
kilometers in strike length, which is believed to
be the largest underdeveloped resource of vanadium
in the world.  Indicated resource of the main
magnetite layer to a depth of only 80 meters is
estimated to be 100 million tonnes of magnetite
containing 1.67 million tonnes of vanadium
pentoxide.  Assays from diamond core drilling show
that the "run-of-mine ore" contains an average of



<PAGE>9

1.24% vanadium pentoxide and 11.88% titanium
dioxide.  The outcropping and shallow magnetite
layer constitutes a low cost open pit proposition.

Pinnacle allocated $300,000 of a Private Placement
to fund the closing of V-MED and first year's
operations.  The company issued 4,000,000 shares of
restricted stock for 4,000 shares (100%) of VMED.
Management is of the opinion that the vanadium and
titanium property represent an excellent business
opportunity for the shareholders of Pinnacle.  As
of June 30, 2002, Pinnacle has proceeded to obtain
water rights on the farms along with surface
disturbance permits but there is no definitive plan
under negotiations which would put the property
into operation.

Other than these two opportunities Pinnacle is not
currently evaluating any development-stage
companies with a view to making a loan or stock
purchase or arranging funding or any loan proposal
and has no contingent loan agreements which are
subject to approval.

Pinnacle is attempting to raise additional equity
or debt capital to fund additional financing
activities in the future.   There is no assurance
that Pinnacle, or any of its brokering assistants,
will be successful in completing the placement of
the shares. Management therefore acknowledges that
Pinnacle may have insufficient capital with which
to implement its business plans on the scale
desired.  Accordingly, Pinnacle may be capable of
making only an extremely limited number of loans
to, and/or equity investments in, companies to
which traditional sources of capital are
unavailable.

Additionally, Pinnacle has attracted the expertise
of Dr. Jan Becker, a professor of metallurgy and an
expert process chemistry.  Out of the possible
funds which may be raised, management has already
loaned $250,000 of a proposed $350,000 budget to
Titan Processors Pty, Ltd. toward the installation
of a processing plant that will refine tantalite to
99% purity using Dr. Becker's process.  An
investigation has been completed that determined
the availability of tantalite concentrates and the
market for refined tantalum pentoxide oxide.  A
side benefit to Pinnacle is an on-going
relationship with Dr. Becker in his expertise with



<PAGE>10

vanadium and titanium recovery processes as Dr
Becker is a consultant to many of the world's
producers of these metals.   The Titan plant is
expected to commence operations in November 2002.

In May of 2002, Pinnacle was introduced to a new
diamond recovery technology developed by Ocean
Options of South Africa.   This innovation
developed by Mr. Chris Wilson recovers ocean
diamonds from a walking platform that is remotely
operated from the shore.   The opportunity includes
90 kilometers of prime Transhex, Inc.'s west coast
(Atlantic Ocean) diamond concessions and a
processing agreement using the Transhex diamond
sorting plant located near the proposed operational
site.   Therefore Pinnacle opted to pursue this
venture as it is in South Africa and in close
proximity to its other African ventures.   As of
June 30, 2002, the proposed offer was for Pinnacle
to form a new South African corporation (Diamonaire
Pty Ltd) and, through loans, fund Diamonaire with
$300,000 in exchange for a 50% joint venture
position.   Ocean Options is expected to agree to
contribute all of the patents, know-how, and
recovery equipment for its 50% share of the joint
venture.   The offer by Pinnacle was contingent
upon verification of the concessions and patent
applications.

Other than the Vanadium property and managements
venture with Dr. Becker to refine tantalite; and
its commitment to fund the Ocean Walker diamond
recovery project, Pinnacle has not performed any
financial services for any emerging growth clients
or consummated or arranged any loans, equity
investments or other financing transactions.
Further, no loans, stock purchases or other non-
traditional financing transactions are pending or
under consideration.

Prior to any affiliation with Pinnacle, Mr. Glen
Gamble, now President of Pinnacle, and Victory
Minerals Corp, a major shareholder of Pinnacle, had
arranged start-up financing for a South African
mining company by the name of Plateau Resources
(Pty) Ltd. When Plateau Resources was acquired by
Pinnacle all of the financial contributions and
professional contributions were satisfied with the
issuance of Pinnacle stock consequently Pinnacle
gained 100% ownership of Plateau Resources with no
further obligations to any third parties.



<PAGE>11

Recently, Pinnacle entered into a tax free exchange
of its ownership of Plateau for 7 million shares of
Anooraq Resources.  Anooraq is traded on the
Canadian Exchange under the symbol ARQ and the
price of ARQ as of June 30th was 55 Canadian cents
thus making the net value US$2.5 million.  In order
to achieve funding for operations and potential
projects the Company has sold 2.5 million Anooraq
shares and received $800,000 to date.   The Company
plans to continue such sales of it's Anooraq stock
in order to cover administration costs and possibly
fund proposed projects.

Company management remains most hopeful that the
continued efforts of Anooraq will establish a
proven ore reserve containing Platinum Group Metals
(PGM's) as well as expand the current properties
that Plateau has under lease.

When Pinnacle closed on its acquisition of Vanadium
and Magnetite Exploration and Development (Pty)
Ltd. (Vanmag), it took on the responsibility to pay
annually the minimum Mineral Lease fees of
approximately US$7,500.  Additionally, Pinnacle
plans to investigate certain process, promulgated
by Dr. Jan Becker, for beneficiating the vanadium
and titanium values from the magnetite ore.  This
effort, among other activities, management hopes
will attract a joint venture partner.  Currently,
Pinnacle is negotiating to surrender some of its
equity ownership in Vanmag to achieve funding and
fulfill an unwritten requirement to have Black
Empowerment partners.   These activities plus
normal supervision have been estimated into an
overall annual budget of $100,000.  Therefore, it
is a priority of Pinnacle to achieve sufficient
funding to meet this need.

Other than Pinnacle's normal office overhead and
the commitment to the vanadium/titanium project,
Pinnacle has no other plans, arrangements or pre-
planned financing commitments for which it is
obligated.  Pinnacle has aspirations as stated
earlier but they are contingent upon the successful
obtainment of investment funds.

Pinnacle has no pre-arranged financing with any
other prospects. Pinnacle has not made any prior
commitments, or any understandings, with any third
parties, or any of its affiliated entities, such as
Victory Minerals or Re-Group, Inc. for financing or



<PAGE>12

participation. Additionally, Pinnacle does not have
any plans, arrangements, commitments or
understandings to pay any finders' fees to any
person or entity.

Pinnacle does not have any plans, arrangements,
commitments or understandings to obtain an interest
in an operating producing mine or oil, gas or
mineral property owned by a mining or energy-
related company.

Operating Strategy.

Management of Pinnacle will evaluate the future
potential, credit worthiness and, if required,
collateral of prospective candidates for funding by
Pinnacle or other sources, including corporate and
individual lenders and investors, known to
management.   The fact that a corporation or other
entity is affiliated with Pinnacle or an equity
interest in a prospective borrower is owned by one
or more of the executive officers, directors and/or
controlling shareholders of Pinnacle, will not
disqualify such entity from consideration as a
potential borrower or recipient of investment
capital.   In order to minimize conflicts of
interest, Pinnacle has adopted a policy that any
contracts or other transactions with entities with
whom management is affiliated, or in which they
have a financial interest, will be approved by a
majority of the disinterested members of the board
of directors and will be fair and reasonable, but
that no such transactions by Pinnacle shall be
affected or invalidated solely because of such
relationship or interest of directors or officers.
For purposes herein, the term "disinterested
directors" are those directors who have no direct,
pecuniary interest in a proposed transaction.   If
Pinnacle's Board of Directors is unavailable to
approve a financing transaction with an affiliated
or related party, Pinnacle will require that the
transaction be approved by a majority of Pinnacle's
shareholders, at a special meeting of shareholders
called for such purpose.

Prior to funding any loans or equity investments,
management will conduct a comprehensive credit
investigation of the potential financing candidate.
The investigation will generally include, but not
necessarily be limited to, the following:




<PAGE>13

   -  a review of the prospective candidate's
financial statements and operating and prior credit
history;
   -  an analysis of the prospect's projected cash
flow;
   -  a survey of the performance of other
companies engaged in the candidate's business;
   -  an analysis of the value of the collateral,
if any, proposed to secure a loan; and
   -  the source of repayment for the loan.

In addition, management intends, as part of its
credit procedures, to conduct a complete due
diligence review of the prospective candidate's
business at its offices, during which management
proposes to review the prospect's record keeping
systems and procedures, the historical and
projected financial condition of the
borrower/recipient of investment capital and its
industry and any collateral offered to secure a
loan.

 Management may, in its discretion, conduct a
formal, independent appraisal of any collateral
offered to assure that the collateral can be
liquidated without a loss in the event of a
downturn in the economy, which appraisal may
include an assessment of auction liquidation and/or
fair market value.  Management intends to make the
decision whether to arrange or fund a loan or
purchase common stock of a financing candidate only
after completing the number and type of credit
procedures described above and as deemed necessary
or appropriate, in the discretion of management, in
order to determine the candidate's business
potential and credit worthiness.

In instances deemed appropriate by management,
Pinnacle may require security in the form of
inventory, accounts receivable, manufacturing and
other operating equipment, other tangible assets
and/or real estate used in the financing
candidate's business.   With respect to asset-based
loans which Pinnacle may fund, management will have
no fixed policy as to the percentage of collateral
coverage required.   However, in almost every such
case, management envisions that the percentage of
collateral coverage required by it will be in
excess of 100% of the amount of the loan.
Additionally, management may require that any one
or more of the officers, directors and principal
shareholders of the borrower personally guarantee



<PAGE>14

the indebtedness and, depending upon the
prospective borrower's financial strength and the
nature and value of any collateral, require, in
addition, that the personal guarantees be
collateralized separately.

Management of Pinnacle will closely monitor the
borrower's performance after funding a loan or
equity investment and, with respect to a secured
loan, intends to monitor the adequacy of the
collateral at least on a monthly basis.   If the
primary collateral is accounts receivable,
management may require direct verification and a
monthly aging of the receivables.    Pinnacle's
management intends to conduct aspects of its
monitoring process, inducing, if necessary, a
reappraisal of any collateral, periodically at the
borrower's place of business.   Regardless of
whether the financing provided by Pinnacle takes
the form of a loan, stock purchase or a combination
thereof, management will maintain close contact
with management of the financing recipient to
ensure that the financial condition and overall
performance of the borrower are acceptable and that
any collateral remains adequate.   In the event of
default in the payment of principal or interest on
a loan, management may notify the borrower's
customers to make payments directly to Pinnacle via
a lock box established for the borrower.   In a
case where Pinnacle arranges financing for, but
does not itself fund, a development-stage company,
management will also endeavor to monitor the
borrower's performance if an equity interest in the
form of common stock, warrants, options or any
other type of security is received as part of the
finder's or consulting fee.

Management has not adopted any policy regarding the
maximum size of any loans or stock purchases which
it may make with respect to a single company.
Further, management has not determined any maximum
percentage of its loan or stock portfolio which may
be committed to loans or investments in excess of a
specified amount.   Management, in its sole
discretion, will determine guidelines for levels of
concentration as to the diversity of companies
which it funds and types of assets required as
collateral for loans, in order to attempt to
minimize credit losses.   However, management


<PAGE>15

intends to employ a policy of maintaining a
diversity of companies financed and types of
collateral accepted as security for loans in order
to minimize undue exposure.

Competition.    Pinnacle is, and will remain for
the foreseeable future, an insignificant
participant among those firms that are also engaged
in the business of Pinnacle.   There are many
established entities and financial concerns which
have significantly greater financial and personnel
resources and technical expertise than the
Company.   Management will rely upon their own
ability to generate potential lending candidates,
either through their own personal industries in
which management has had prior experience.  In view
of Pinnacle's extremely limited resources, it
should be expected that Pinnacle will continue to
be at a significant competitive disadvantage
compared to Pinnacle's competitors.

Federal and/or State Regulation.   Pinnacle is not
subject to any federal or state regulations
regarding its services.

Business Development Company.   As Pinnacle obtains
equity interests in companies who desire to become
public, Pinnacle may become subject to the
provisions of the Investment Company Act of 1940 or
the Investment Advisers Act of 1940.  It is
possible that Pinnacle may choose to elect to be
treated as a Business Development Company ("BDC")
pursuant to Section 54 of the Investment Company
Act of 1940 (the "1940 Act").   On October 21,
1980, the 1940 Act was amended by a series of
amendments, which added sections 59 through 65.
These sections comprise the Small Business
Investment Incentive development company is defined
as a domestic closed-end company which is operated
for the purpose of making certain types of
investments and which makes available significant
managerial assistance to the companies in which it
invests.   Generally, a company which elects to be
treated as a business development company, or
intends within 90 days to so elect, is exempt from
certain provisions of sections 1 through 53 of the
1940 Act.

To take advantage of these special regulatory
provisions, a BDC must comply with sections 59
through 65 of the 1940 Act, which require, among
other things, that:



<PAGE>16

   a.   a majority of the BDC's directors must not
be "interested persons" as defined in section
2(a)(19) of the 1940 Act;
   b.   A BDC is restricted in the kind of
investments it can make, i.e., at least seventy
percent of the BDC's assets (excluding assets
necessary to maintain the business, such as office
furniture) must consist of securities of small,
developing business or financially troubled
businesses and such liquid assets as cash or cash
items, Government securities or short-term, high
quality debt securities;
   c.   A BDC must annually furnish to its
shareholders a statement, in such form and manner
as the Securities and Exchange Commission may
prescribe, about the risks involved in investing in
a BDC due to the nature of its portfolio, and;
   d.   A BDC must have a class of equity
securities registered under the 1934 Act or have
filed a registration statement under that section
and must comply with the periodic reporting
requirements under the 1934 Act, including annual
reports, quarterly reports and reports of certain
material changes, rather than with those in section
30 of the 1940 Act.

Employees.    Pinnacle presently has two employees.
Mr. Gamble, President draws a $5,000 per month.

Seasonal Nature of Business Activities.  Pinnacle's
business activities are not seasonal.

ITEM 2.  PROPERTIES.

In January 2000, Pinnacle moved its offices to 9600
E. Arapahoe Road, Suite 260, Englewood, Colorado
80112, a space rented and occupied by Terryl K.
Jensen, a former director and shareholder in
Pinnacle.    Pinnacle pays $2,600 rent per month
for its current office space and subleases two
offices for $3,000 per month including copier, fax,
telephone and secretarial.  Pinnacle's offices
consist of approximately 1,500 square feet of
executive office space and secretarial area.
Management believes that this space will meet
Pinnacle's needs for the foreseeable future.



<PAGE>17

ITEM  3.    LEGAL PROCEEDINGS.

Pinnacle was a party to two legal proceedings. The
first was a dispute with an investor relations firm
that claims Pinnacle owed an outstanding invoice
totaling $8,000 for services that were performed
after the service contract was terminated.   This
matter was settled for two payments of $3,000 each.

Secondly, Pinnacle entered into an agreement with
Petty International Development Corporation (PIDC)
to help create a European retail market for
Pinnacle's stock and to arrange for the closing and
completion of a private placement offering; and to
secure a variety of mining ventures in South
America for which Pinnacle deemed worth to procure.

Toward this end Pinnacle had issued 3,000,000
shares of its common stock but by December 1, 2001
the PIDC was unable to perform and indeed had
damaged the retail market for Pinnacle stock.  In
lieu of litigation at the time, PIDC, and Pinnacle
voluntarily agreed to rescind the agreement calling
for the return of the 3,000,000 shares that PNRR
had issued.   As of June 30, 2001 only 1,835,000 of
the shares had been collected; 165,000 shares had
been distributed to 3rd parties not beneficial to
the company; and PIDC management had pledged
300,000 shares to a debtor of PIDC as collateral;
and 700,000 shares were being held by PIDC for no
valid reason.  Consequently, Pinnacle had no
alternative but to file legal action to stop PIDC
from further breaching its promise to return the
PNRR stock as per the December 1 rescission
agreement.  As of June 30, 2002, all of the
disputed shares are being held by the Texas
District Court which is the jurisdiction covering
this matter.   As of the date of this filing, the
Texas courts have put this matter on their court
docket for trial in December 2002.

 ITEM  4.    SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.

During the fourth quarter of the fiscal year ended
June 30, 2002, no matters were submitted to a vote
of Pinnacle's security holders, through the
solicitation of proxies.






<PAGE>18

                    PART II

ITEM  5.    MARKET FOR COMPANY'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

Market Information.   Pinnacle's common shares are
listed in the over-the-counter market.   As of June
30, 2002, there is only a limited market for
Pinnacle's common shares.

The following table sets forth the range of high
and low bid quotations for Pinnacle's common stock
for each quarter of the last two fiscal
The quotations represent inter-dealer prices
without retail markup, markdown or commission, and
may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
Quarter  Ended       High Bid            Low Bid

                    <c>                 <c>
9/30/00                 6.75               6.00
12/31/00                5.75               3.31
3/31/01                 2.69               1.16
6/30/01                 1.31                .94
9/30/01                 1.48               1.02
12/31/01                1.02                .52
3/31/02                  .25                .09
6/30/02                  .18                .05
</TABLE>
The approximate number of holders of record of
Pinnacle's $.00001 par value common stock, as of
June 30, 2002 and September 30, 2002 was 391.

Dividends.   Holders of Pinnacle's common stock are
entitled to receive such dividends as may be
declared by its board of directors. No dividends on
Pinnacle's common stock have ever been paid, and
Pinnacle does not anticipate that dividends will be
paid on its common stock in the foreseeable future.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

In January 2002, Pinnacle's wholly owned
subsidiary, Titan Intellectual Ltd., was created.
Titan Intellectual then contracted with Dr. Jan
Becker of Pretoria, South Africa to acquire and
hold all of Dr. Becker's know-how, capability,
process expertise and the patentability of certain



<PAGE>19

designs and methodologies for the treatment and
purification of vanadium, titanium, and tantalum
ores and concentrates.

In February 2002 Titan Intellectual then
licensed the Becker technology and technique to
Titan Processors (Pty) Ltd, a South African
corporation with the expectation that Titan
Processors would erect a processing facility for
concentrates of tantalite in order to refine the
tantalite ore into highly purified tantalum
oxide.  The Licensing Agreement was let to Titan
based upon a royalty of $1.00 per pound on the
goods produced.  Additionally, the proprietor
shall be entitled to participate in a percentage
of the net accumulated pre-taxed profits.

Also in February, Pinnacle Resources agreed to
issue 100,000 shares of stock from its treasury
to Dr. Becker for consulting to erect and
oversee construction of the tantalite refinery;
and then another 100,000 shares upon the
completion of the refinery; and additional
100,000 share blocks of common stock based upon
million dollar increments of profitability of
Titan Processors (Pty) Ltd until Dr. Becker has
realized a total of One Million shares.
Pinnacle also agreed to exclusively retain Dr.
Becker at a salary of US$4,000 per month the
obligation of which will be paid by Titan
Processors. Additionally, Pinnacle holds the
sole option to acquire up to 85% of Titan
Processors but has elected to hold off on this
acquisition until an issue of environmental
liability has been clarified.  Titan Processors
refinery installation is being placed upon the
milling and processing campus of Rappa Holdings,
LLC utilizing Rappa's hazardous materials
license and for this concession Rappa earned an
option to acquire the remaining 15% of Titan
Processors one year after the refinery starts
cash flow.

Pinnacle sought to achieve financing for Titan
Processors and therefore retained the services
of a legal financial specialist, Greg Bartko,
who operates under the name of Capstone Capital.
Capstone proceeded to arrange for Titan
Intellectual to issue Convertible Debentures in
tranches of $200,000 under a Rule 504 Private
Placement Subscription.  Upon completion of the



<PAGE>20

initial tranche of $200,000, of which Barkto,
etals deducted $44,000 in fees, Capstone then
orchestrated the merger of Titan Intellectual
into Pinnacle Resources such that Pinnacle was
then responsible to issue its shares for the
convertible debentures when a conversion notice
was presented.  The net result was that the
investors tried to convert when the stock price
of Pinnacle was depressed.  Company management
objected and settlement was achieved in lieu of
litigation.  The net result was that an
additional three million shares of Pinnacle
common stock was issued.  Net monies derived
from this transaction have been used in part
($56,000) for operational expense reimbursement
to Pinnacle and the balance ($100,000) has been
committed toward a loan to Titan Processors in
order to fund the tantalum refinery in South
Africa.  Loan terms to Titan Processors call for
interest to be set at South Africa's prime rate
plus two percent (16%) with an amortization
schedule of three years commencing six months
after the refinery is operational; however,
management may accelerate the payback if
feasible.

Capital Resources and Source of Liquidity.

For the year ended June 30, 2002, Pinnacle
purchased equipment of $3,182 and made advances
to joint venture partners of $150,000.   As a
result, Pinnacle had net cash used in investing
activities of $153,182 for the year ended June
30, 2002.

For the year ended June 30, 2001, Pinnacle
purchased equipment for $5,383.    As a result,
Pinnacle had net cash flows from investing
activities of $5,383 for the year ended June 30,
2001.

Pinnacle's capital lease obligation at June 30,
2002 consists of lease payable, net of imputed
interest of $483, due in 36 equal installments
of $193 per month, collateralized by equipment
totaling $1,274.   The lease is scheduled to be
paid off in March 2003.   Interest expense for
the years ended June 30, 2002 and 2001 totaled
$406 and $652, respectively.




<PAGE>21

For the year ended June 30, 2002, Pinnacle
received advances from officer/shareholder of
$250,000.  Pinnacle repaid these advances of
$250,000 in the year ended June 30, 2002.
Pinnacle received net proceeds from line of
credit of $90,816 and repaid principal on line
of credit of $47,333.  Pinnacle made principle
payments on capital lease of $1,910.   Pinnacle
received cash proceeds from the sale of common
stock of $158,000.   As a result, Pinnacle had
net cash provided by financing activities of
$199,573 for the year ended June 30, 2002.

For the year ended June 30, 2001, Pinnacle
received advances from officer/shareholder of
$54,058, proceeds from loans of $150,000 and
line of credit of $49,984.   Pinnacle made
principal payments on capital lease of $2,198
and received cash proceeds from the sale of
common stock of $130,283.   As a result,
Pinnacle had net cash provided by financing
activities of $335,440 for the year ended June
30, 2001.

Pinnacle has four lines of credit totaling
$100,000 of which $53,221 was unused at June 30,
2002.   Advances made under the line of credit
carry interest rate of prime plus from one to
three percent and may be extended annually with
the consent of the financial institution.   The
credit lines are personally guaranteed by the
president of Pinnacle and an officer of
Pinnacle.

Results of Operations.   Pinnacle expects to
earn consulting fees, commissions, brokerage
points and equity participation for having acted
as an arranger and go-between from having
effectuated a financing package on behalf of a
client and a funding source.  To date, Pinnacle
has not yet commenced operations or received any
revenues.

Pinnacle had a net loss for the year ended June
30, 2002 of ($43,281).   Pinnacle incurred
prospecting costs of $22,934, general and
administrative expenses of $239,477, consulting
expenses paid to related parties of $59,999, and
stock-based compensation - professional services
expenses of $48,000.   Pinnacle had operating
losses of its subsidiary disposed during the
year of $172,281.



<PAGE>22

Pinnacle had a net loss for the year ended June
30, 2001 of $(3,407,886).   Pinnacle incurred
prospecting costs of $738,624, stock- based
compensation - professional services expenses of
$1,956,695, general and administrative expenses
of $304,839, consulting expenses paid to related
parties of $51,300 and other general expenses of
$337,535 for the year ended June 30, 2001.

Plan of Operation.    Pinnacle plans to continue
to sell assets to raise capital for operations.
Pinnacle sold 1,000,000 shares of its investment
in Anooraq common shares for an average price of
$.30 per share and, at June 30, 2002, had
approximately 6,000,000 common shares remaining
in its portfolio.   In July 2002, Pinnacle sold
an additional 1,000,000 common shares for
approximately $500,000.   However, current
resale restrictions permit Pinnacle to sell no
more than approximately $60,000 in Anooraq
common stock per month.   Pinnacle may consider
an offering of its own securities when the
capital markets for such sales improve.

Pinnacle is not delinquent on any of its
obligations even though Pinnacle has not yet
begun to generate revenue.  Pinnacle will
identify and subsequently qualify prospective
clients.   Current operations require minimal
cash infusions.   In additional to the sale of
Anooraq common stock, Pinnacle may borrow funds
or obtain equity financing from affiliated
persons or entities to continue operations, if
necessary.   Pinnacle also intends to market its
services utilizing cash made available from the
recent private sale of its common shares.
Pinnacle is of the opinion that revenues from
its services along with proceeds of the private
sale of its securities will be sufficient to pay
its expenses until receipt of revenues at a
level to sustain operations.




<PAGE>23

ITEM  7.    FINANCIAL  STATEMENTS  AND
SUPPLEMENTARY  DATA

   PINNACLE RESOURCES, INC.
 (A Development Stage Company)
                                              Page
Independent auditors' reports..............    F-2

Consolidated balance sheet
  as of June 30, 2002......................    F-4

Consolidated statements of operations,
  for the years ended June 30, 2002
  and 2001 (Unaudited).....................    F-5

Consolidated statements of shareholders'
  equity (deficit) for the period
  from January 6, 1995 (inception)
  through June 30, 2002....................    F-6

Consolidated statements of cash flows,
  for the years ended June 30, 2002
  and 2001 and for the period
  January 6, 1995 (inception) through
  June 30, 2002 (Unaudited)................    F-7

Notes to consolidated financial
  statements...............................    F-8





<PAGE>24
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
Pinnacle Resources, Inc.

We have audited the accompanying consolidated
balance sheet of Pinnacle Resources, Inc. (a
development stage company) and subsidiaries as of
June 30, 2002 and the related consolidated
statements of operations, shareholders' equity
(deficit), and cash flows for the years ended June
30, 2002 and 2001 and for the period from January
6, 1995 (inception) through June 30, 2002.  These
consolidated financial statements are the
responsibility of the Company's management.  Our
responsibility is to express an opinion on these
consolidated financial statements based on our
audits.

We conducted our audits in accordance with auditing
standards generally accepted in the United States.
Those standards require that we plan and perform
the audit to obtain reasonable assurance about
whether the consolidated financial statements are
free of material misstatements.  An audit includes
examining, on a test basis, evidence supporting the
amounts and disclosures in the financial
statements.  An audit also includes assessing the
accounting principles used and significant
estimates made by management, as well as evaluating
the overall financial statement presentation.  We
believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial
statements referred to above present fairly, in all
material respects, the financial position of
Pinnacle Resources, Inc. and subsidiaries as of
June 30, 2002 and the results of their operations
and their cash flows for the years ended June 30,
2002 and 2001 and for the period from January 6,
1995 (inception) through June 30, 2002 in
conformity with accounting principles generally
accepted in the United States.

The accompanying consolidated financial statements
have been prepared assuming that the Company will
continue as a going concern.  As discussed in Note
1 to the consolidated financial statements, the
Company has suffered recurring losses since
inception and has a net capital deficiency at June
30, 2002.  These factors raise a substantial doubt
about the ability of the Company to continue as a



<PAGE>25

going concern.  Management's plans in regard to
these matters are also described in Note 1.  The
consolidated financial statements do not include
any adjustments that might result from the outcome
of these uncertainties.



Cordovano and Harvey, P.C.
Denver, Colorado
October 10, 2002

                       F-2


<PAGE>26
                PINNACLE RESOURCES, INC.
              (A Development Stage Company)
               Consolidated Balance Sheet
                        June 30, 2002
                          Assets
<TABLE>
<CAPTION>
Current assets:

                                                              <c>
 Cash                                                           $ 4,835
 Investment in trading securities, at fair value (Note 3)       500,000
                                                              ---------
      Total current assets                                      504,835
Property and equipment, net of accumulated
 depreciation (Note 4)                                            5,552
Other assets (Notes 2 & 7):
 Investment in Joint Venture                                    160,030
 Due from related party                                           2,864
 Investment in available-for-sale securities,
  at fair value (Note 3)                                      2,475,000
                                                            -----------
                                                            $ 3,148,281
            Liabilities and Shareholders' Deficit

Current liabilities:
 Accounts payable and accrued liabilities                      $ 24,667
 Short-term debt (Note 5)                                        46,780
 Capital lease obligation (Note 6)                                1,274
 Deferred revenue (Note 7)                                      525,000
                                                            -----------
      Total current liabilities                                 597,721
Noncurrent liabilities:
 Deferred revenue (Note 7)                                    2,733,232
                                                            -----------
      Total liabilities                                       3,330,953
                                                            -----------
Shareholders' deficit (Note 8):
 Preferred stock , $.01 par value;  authorized 2,000,000 shares,
  issued and outstanding -0- shares                                   -
 Common stock , $.00001 par value;  authorized 500,000,000
   shares, issued and outstanding 17,253,050 shares                 173
 Additional paid-in capital                                   3,004,310
 Outstanding stock options - 19,000                              47,165
 Accumulated comprehensive income                             2,106,908
 Deficit accumulated during the development stage            (5,341,227)
                                                            -----------
      Total shareholders' deficit                              (182,671)
                                                            -----------
                                                            $ 3,148,281
                                                            ===========
</TABLE>
See accompanying notes to consolidated
   financial statements
                             F-3


<PAGE>27
                         PINNACLE RESOURCES, INC.
                      (A Development Stage Company)
                   Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                                         Jan. 6, 1995
                                                                         (inception)
                                        Years Ended June 30,               through
                                        --------------------               June 30,
                                        2002            2001                 2002
                                        ----            ----             ------------

                                      <c>            <c>                   <c>
Operating expenses:
 Prospecting costs                    $ 22,934      $  738,624            $1,780,353
 General and administrative costs      239,477         304,839             1,218,207
 Consulting expenses paid to
    related parties (Note 2)            59,000          51,300               176,947
 Losses of subsidiary (Note 1)         172,281               -               172,281
 Stock-based compensation:
  Professional services                 48,000       1,956,695             2,004,195
 Other general expenses                      -         337,535               380,305
                                       -------      ----------          ------------
                                       541,692       3,388,993             5,732,288
                                       -------      ----------          ------------
Income/loss before income taxes,
  nonoperating income and
  interest expense                    (541,692)     (3,388,993)           (5,732,288)

 Gain on sale of subsidiary (Note 7)   522,543               -               522,543
 Other nonoperating income (expense),
  Net                                   13,525           1,084               (18,713)
 Interest (expense):
  Related party (Note 2)               (32,500)              -               (32,500)
  Other                                 (5,158)        (19,977)              (80,270)
                                       -------       ---------           -----------
     Income/loss before
       income taxes                    (43,281)     (3,407,886)           (5,341,227)

 Income tax provision (Note 9)               -               -                     -
                                     ---------     -----------          ------------
      Net income/loss                $ (43,281)    $(3,407,886)         $ (5,341,227)
                                     =========     ===========          ============
Basic and diluted loss per share       $ (0.00)        $ (0.36)
                                     =========     ===========
Weighted average common shares
   Outstanding                      15,254,717       9,540,933
                                    ==========     ===========
</TABLE>
See accompanying to consolidated
   financial statements
                                 F-4



<PAGE>28

PINNACLE RESOURCES, INC.
(A Development Stage Company)
CONSOLIDATED STATMENTS OF SHAREHOLDERS'
     EQUITY (DEFICIT)
From January 6, 1995 through June 30, 2002
<TABLE>
<CAPTION>
                                             Preferred Stock        Common Stock
                                             ---------------        ------------
                                             Shares     Amount       Shares     Amount
                                             -------    ------      -------   --------

                                            <c>       <c>         <c>        <c>
Balance, January 6, 1995                          -  $      -            - $        -
January 1995 issuance of common Stock in
   exchange fore cash advances made on
    behalf of the Company and services
    at $0.01 per common share                     -         -      150,000          1
Net loss for the year ended June 30, 1995         -         -            -          -
                                           --------  ---------     -------  ---------
       BALANCE, June 30, 1995 and 1996            -         -      150,000          1

June 1997 sale of common stock at $.025
   per share                                      -         -    4,000,000         40
Net loss for the year ended June 30, 1997         -         -            -          -
                                           --------  --------   ----------   --------
       BALANCE, June 30, 1997                     -         -    4,150,000         41

Net loss for the year ended June 30, 1998         -         -            -          -
                                          ---------  --------   ----------   --------
       BALANCE, June 30, 1998                     -         -    4,150,000         41

January 1999 sale of common stock at $.50
  per share                                       -         -      100,000          1
Net loss for the year ended June 30, 1999         -         -            -          -
                                          ---------  --------  -----------  ---------
       BALANCE, June 30, 1999                     -         -    4,250,000         42

August 30, 1999 issuance of common stock
   valued at $.25 per share in exchange for
   Plateau Resources, Inc. shares                 -         -    1,500,000         15
September 1999 sale of common stock at
   $.50 per share                                 -         -       85,000          1
October 1999 sale of common stock at $.50
   per share                                      -         -       10,000          -
June 2000 sale of common stock at $2.00
   per share                                      -         -       45,000          1
Comprehensive loss:
 Net loss for the year ended June 30,2000         -         -            -          -
 Cumulative translation adjustment                -         -            -          -
Comprehensive loss                                -         -            -          -
                                          ---------  --------  ----------  ---------
     BALANCE, JUNE 30, 2000                       -         -   5,890,000         59



<PAGE>29
PINNACLE RESOURCES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
     EQUITY (DEFICIT)
From January 6, 1995 through June 30, 2002
     Continued

August 2000 issuance of common stock into
  Escrow (Note 8)                                 -         -    1,165,000         12
September 2000 issuance of issuance of
   Common Stock in exchange for Vanadium
   And Magnetite Exploration & Development
   Co. (S.A.) Proprietary Limited shares
   Note 8                                         -         -    4,000,000         40
October 2000 sale of common stock at
   $2.00 per share (Note 8)                       -         -       10,000          -
November 2000 sale of common stock at
   $2.00 per share (Note 8)                       -         -        6,500          -
November 2000 issuance of common stock
   In exchange for services at $5.00
   per share (Note 8)                             -         -      305,000          3
November 2000 stock options granted to
   Non-employees in exchange for
   services (Note 8)                              -         -            -          -
December 2000 issuance of common stock
   In exchange fore services $3,3125
   per share (Note 8)                             -         -       30,000          -
January 2001 sale of common stock at
   $2.00 per share (Note 8)                       -         -        2,500          -
January 2001 issuance of common stock in
   Exchange for services at $3.50 per
   share (Note 8)                                 -         -       15,000          -
March 2001 issuance of common stock in
   Exchange for cash ($92,283) and
   services at $1,875 per share
   (Note 8)                                       -          -       91,500          1
March 2001 issuance of common stock in
   Exchange for services at $1.875 per
   share (Note 8)                                 -          -       15,000          -
April 2001 issuance of common stock in
   Exchange for services at $.97 per share
   (Note 8)                                       -          -       35,000          -
June 2001 issuance of common stock in
   Exchange for services at $1.11 per
   share (Note 8)                                 -          -       50,000          1
June 2001 issuance of common stock in
   Exchange for services at $.99 per
   share (Note 8)                                 -          -       35,000          1
June 2001 issuance of common stock in
   Exchange for debt and accrued interest
   (Note 8)                                       -          -      300,000          3
From January 6, 1995 through June 30, 2001



<PAGE>30
PINNACLE RESOURCES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
     EQUITY (DEFICIT)
From January 6, 1995 through June 30, 2002
     continued

Comprehensive loss:
  Net loss for the year ended June 30, 2001       -          -            -          -
  Cumulative translation adjustment               -          -            -          -
Comprehensive loss                                -          -            -          -
                                         ----------  ---------  ----------   ---------
     BALANCE, June 30, 2001                       -  $       -   11,950,050  $     120

July 2001, shares of common stock placed
  in escrow (Note 8)                              -          -    1,835,000         18
January 2002, shares of common stock placed
  in escrow Note 8)                               -          -    3,000,000         30
February 2002, exercise of options at $.01
 (Note 8)                                         -          -      100,000          1
March 2002, conversion of debenture (Note 8)      -          -            -          -
  payment of interest at $.13 per share (Note 2)  -          -      250,000          2
April 2002, issuance of common stock in
  exchange for property at $.07 per share
   (Note 2)                                       -          -      18,000           1
June 2002, conversion of debenture (Note 8)       -          -     100,000           1
Comprehensive income
  Net loss for the year ended June 30, 2002       -          -           -           -
  Net unrealized holding gain                     -          -           -           -
  Cumulative translation adjustment               -          -           -           -
Comprehensive loss                                -          -           -           -
                                          ---------  ---------  ----------   ---------
       Balance, June 30, 2002                     -  $       -  17,253,050   $     173
                                          =========  =========  ==========   =========
</TABLE>




<PAGE>31

PINNACLE RESOURCES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
     EQUITY (DEFICIT)
From January 6, 1995 through June 30, 2002
     continued
<TABLE>
<CAPTION>
                                                                             Other
                                                                         Comprehensive
                                                                            Income
                                                                         -----------
                                       Outstanding  Additional              Foreign
                                         Stock      Paid-in  Accumulated    Currency
                                        Options    Capital     Deficit    Translation
                                        -------    -------     ---------- -----------

                                       <c>       <c>         <c>           <c>
Comprehensive loss
 Net loss for the year ended June 30,2000    -            -   (1,748,767)          -
 Cumulative translation adjustment           -            -            -      91,192
Comprehensive loss                           -            -            -           -
                                      --------  -----------  -----------  ----------
     BALANCE, JUNE 30, 2000                  -      663,941   (1,890,060)     91,192
August 2000 issuance of common stock into
  Escrow (Note 8)                            -          (12)           -           -
September 2000 issuance of issuance of
   Common Stock in exchange for Vanadium
   And Magnetite Exploration & Development
   Co. (S.A.) Proprietary Limited shares
   Note 8                                     -      (60,561)           -           -
October 2000 sale of common stock at
   $2.00 per share (Note 8)                   -       20,000            -           -
November 2000 sale of common stock at
   $2.00 per share (Note 8)                   -       13,000            -           -
November 2000 issuance of common stock
   In exchange for services at $5.00
   per share (Note 8)                         -    1,524,997            -           -
November 2000 stock options granted to
   Non-employees in exchange for
   services (Note 8)                     47,165            -            -           -
December 2000 issuance of common stock
   In exchange fore services $3,3125
   per share (Note 8)                         -       99,375            -           -
January 2001 sale of common stock at
   $2.00 per share (Note 8)                   -        5,000            -           -
January 2001 issuance of common stock in
   Exchange for services at $3.50 per
   share (Note 8)                             -       52,500            -           -
</TABLE>



<PAGE>32
PINNACLE RESOURCES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
     EQUITY (DEFICIT)
From January 6, 1995 through June 30, 2002
     continued
<TABLE>
<CAPTION>
                                                                             Other
                                                                         Comprehensive
                                                                            Income
                                                                         -----------
                                       Outstanding  Additional              Foreign
                                         Stock      Paid-in  Accumulated    Currency
                                        Options    Capital     Deficit    Translation
                                        -------    -------     ---------- -----------

                                       <c>       <c>         <c>           <c>
March 2001 issuance of common stock in
   Exchange for cash ($92,283) and
   services at $1,875 per share
   (Note 8)                                 -      170,718            -           -
March 2001 issuance of common stock in
   Exchange for services at $1.875 per
   share (Note 8)                           -       28,125            -           -
April 2001 issuance of common stock in
   Exchange for services at $.97 per share
   (Note 8)                                 -       33,950            -           -
June 2001 issuance of common stock in
   Exchange for services at $1.11 per
   share (Note 8)                           -       55,499            -           -
June 2001 issuance of common stock in
   Exchange for services at $.99 per
   share (Note 8)                           -       34,649            -           -
June 2001 issuance of common stock in
   Exchange for debt and accrued interest
   (Note 8)                                 -      123,422            -           -
Comprehensive loss:
  Net loss for the year ended June 30, 2001 -            -   (3,407,886)          -
  Cumulative translation adjustment         -            -            -     195,876
Comprehensive loss                          -            -            -           -
                                     --------   ----------  -----------   ---------
BALANCE, June 30, 2001               $ 47,165   $2,764,603  $(5,297,946)  $ 287,068

July 2001, shares of common stock
  placed in escrow (Note 8)                -           (18)           -           -
January 2002, shares of common stock
  placed in escrow Note 8)                 -           (30)           -           -
February 2002, exercise of options
  at $.01 (Note 8)                         -        24,999            -           -
March 2002, conversion of debenture
  (Note 8)                                 -       156,000            -           -



<PAGE>33

PINNACLE RESOURCES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
     EQUITY (DEFICIT)
From January 6, 1995 through June 30, 2002
     continued

  Payment of interest at $.13 per
   share (Note 2)                          -        32,498            -           -
April 2002, issuance of common stock in
  exchange for property at $.07 per share
   (Note 2)                                -         1,259            -           -
June 2002, conversion of debenture
   (Note 8)                                -        24,999            -           -
Comprehensive income
  Net loss for the year ended
    June 30, 2002                          -             -      (43,281)          -
  Net unrealized holding gain              -             -            -           -
  Cumulative translation adjustment        -             -            -    (280,160)
Comprehensive loss                         -             -            -           -
                                   ---------    ----------  -----------   ---------
       Balance, June 30, 2002         47,165    $3,004,310  $(5,341,227)   $  6,908
                                   =========    ==========  ===========   =========
</TABLE>


<PAGE>34

PINNACLE RESOURCES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
     EQUITY (DEFICIT)
From January 6, 1995 through June 30, 2002
     continued
<TABLE>
<CAPTION>
                                                           Other
                                                        Comprehensive
                                                           Income
                                                        -------------
                                                          Unrealized
                                                           Holding
                                                            Gain             Total
                                                       ---------------    -----------

                                                          <c>              <c>
Balance, January 6, 1995                                 $        -       $         -
January 1995 issuance of common Stock in
   exchange fore cash advances made on
    behalf of the Company and services
    at $0.01 per common share                                      -            1,500
Net loss for the year ended June 30, 1995                          -           (1,500)
                                                         -----------      -----------
       BALANCE, June 30, 1995 and 1996                             -                -
June 1997 sale of common stock at $.025
   per share                                                       -          100,000
Net loss for the year ended June 30, 1997                          -                -
                                                         -----------      -----------
       BALANCE, June 30, 1997                                      -          100,000
Net loss for the year ended June 30, 1998                          -          (63,601)
                                                         -----------      -----------
       BALANCE, June 30, 1998                                      -           36,399
January 1999 sale of common stock at $.50
  per share                                                        -           50,000
Net loss for the year ended June 30, 1999                          -          (76,192)
                                                         -----------      -----------
       BALANCE, June 30, 1999                                      -           10,207
August 30, 1999 issuance of common stock
   valued at $.25 per share in exchange for
   Plateau Resources, Inc. shares                                  -          375,000
September 1999 sale of common stock at
   $.50 per share                                                  -           42,500
October 1999 sale of common stock at $.50
   per share                                                       -            5,000
June 2000 sale of common stock at $2.00
   per share                                                       -           90,000
Comprehensive loss:
 Net loss for the year ended June 30,2000                          -       (1,748,767)
 Cumulative translation adjustment                                 -           91,192
                                                         -----------      -----------


<PAGE>34
   PINNACLE RESOURCES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
     EQUITY (DEFICIT) continued

Comprehensive loss                                                 -        1,657,575)
                                                         -----------      -----------
     BALANCE, JUNE 30, 2000                                        -       (1,134,868)
August 2000 issuance of common stock into
  Escrow (Note 8)                                                  -                -
September 2000 issuance of issuance of
   Common Stock in exchange for Vanadium
   And Magnetite Exploration & Development
   Co. (S.A.) Proprietary Limited shares
   Note 8                                                          -          (60,521)
October 2000 sale of common stock at
   $2.00 per share (Note 8)                                        -           20,000
November 2000 sale of common stock at
   $2.00 per share (Note 8)                                        -           13,000
November 2000 issuance of common stock
   In exchange for services at $5.00
   per share (Note 8)                                              -        1,525,000
November 2000 stock options granted to
   Non-employees in exchange for
   services (Note 8)                                               -           47,165
December 2000 issuance of common stock
   In exchange fore services $3,3125
   per share (Note 8)                                              -           99,375
January 2001 sale of common stock at
   $2.00 per share (Note 8)                                        -            5,000
January 2001 issuance of common stock in
   Exchange for services at $3.50 per
   share (Note 8)                                                  -           52,500
March 2001 issuance of common stock in
   Exchange for cash ($92,283) and
   services at $1,875 per share
   (Note 8)                                                        -          170,719
March 2001 issuance of common stock in
   Exchange for services at $1.875 per
   share (Note 8)                                                  -           28,125
April 2001 issuance of common stock in
   Exchange for services at $.97 per share
   (Note 8)                                                        -           33,950
June 2001 issuance of common stock in
   Exchange for services at $1.11 per
   share (Note 8)                                                  -           55,500
June 2001 issuance of common stock in
   Exchange for services at $.99 per
   Share (Note 8)                                                  -           34,650
June 2001 issuance of common stock in
   Exchange for debt and accrued interest
   (Note 8)                                                        -          123,425



<PAGE>36

   PINNACLE RESOURCES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
     EQUITY (DEFICIT) continued

Comprehensive loss:
  Net loss for the year ended June 30, 2001                        -       (3,407,886)
  Cumulative translation adjustment                                -          195,876
                                                          ----------       ----------
Comprehensive loss                                                 -       (3,212,010)
                                                          ----------       ----------
BALANCE, June 30, 2001                                             -       (2,198,990)
July 2001, shares of common stock
  placed in escrow (Note 8)                                        -                -
January 2002, shares of common stock
  placed in escrow Note 8)                                         -                -
February 2002, exercise of options
 at $.01 (Note 8)                                                  -           25,000
March 2002, conversion of debenture
  (Note 8)                                                         -          156,000
  Payment of interest at $.13 per
   share (Note 2)                                                  -           32,500
April 2002, issuance of common stock in
  exchange for property at $.07 per share
   (Note 2)                                                        -            1,260
June 2002, conversion of debenture
   (Note 8)                                                        -           25,000
Comprehensive income
  Net loss for the year ended
    June 30, 2002                                                  -          (43,281)
  Net unrealized holding gain                              2,100,000        2,100,000
  Cumulative translation adjustment                                -         (280,160)
                                                                            ---------
Comprehensive loss                                                 -        1,776,559
                                                         -----------        ---------
       Balance, June 30, 2002                              2,100,000        $(182,671)
                                                         ===========        =========

</TABLE>

See accompanying notes to the consolidated
  financial statements

                      F-6





<PAGE>37

PINNACLE RESOURCES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                 January 6, 1995
                                                                   (inception)
                                 For the Years Ended June 30,         through
                                 ---------------------------
                                       2002        2001          June 30, 2002
                                  -----------    -----------     --------------
                                                                  (Unaudited)

                                    <c>            <c>             <c>
Cash flows from operating activities:
 Net income/loss                  $ (43,281)   $ (3,407,886)   $ (5,341,227)
  Adjustments to reconcile net loss
  to cash flows from operating
  activities:
   Common stock issued for services
    (Note 8)                          48,000      1,954,695        2,004,195
   Depreciation and amortization       4,336         68,564            9,221
   Write-down of notes receivable          -          5,105                -
   Loss on asset impairement (Note 8)      -        337,535          337,535
   Cash received from the sale of
      trading securities             297,155              -          297,155
   Changes in current assets and
     current liabilities:
     Gain deferred on sale of
       subsidiary                   (522,543)             -        2,295,550
     Increase in receivables         (82,905)        80,041           (2,864)
     Increase in accounts payable
      and accrued liabilities        459,573        469,417           24,667
                                    --------       --------       ----------
        Net cash provided by (used
         in) operating activities    160,335       (492,529)        (375,768)
                                    --------       --------       ----------
Cash flows from investing activities:
 Cash received for sale of options
   to purchase interest in subsidiary                     -           42,708
 Purchase of equipment                (3,182)        (5,383)         (14,773)
 Net, advances made to joint venture
   partners                         (150,000)             -         (160,030)
 Purchase of subsidiary, cash
   received                                -              -            1,151
                                    --------       --------       ----------
        Net cash used in investing
         activities                 (153,182)        (5,383)        (130,944)
                                    --------       --------       ----------
Cash flows from financing activities:
 Advances from officer/shareholder    250,000        54,058                -
 Repayment of advances               (250,000)            -         (250,000)
 Proceeds from loans                        -       150,000          150,000
 Principal payments on capital lease   (1,910)       (2,198)          (4,108)
 Proceeds from line of credit          90,816        49,984          140,800
 Principal payments on line of credit (47,333)      (46,687)         (94,020)

<PAGE>38

PINNACLE RESOURCES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Continued

 Cash proceeds from sale of common
  stock                               158,000       130,283          575,783
                                     --------      --------       ----------
        Net cash provided by
         financing activities         199,573       335,440          518,455
                                     --------      --------       ----------
   Cumulative translation adjustment (280,160)      195,876           (6,908)
                                     --------      --------       ----------
       Net change in cash             (73,434)       33,404            4,835

Cash:
 Beginning of period                   78,269        44,865                -
                                     --------      --------       ----------
 End of period                        $ 4,835      $ 78,269          $ 4,835
                                     ========      ========       ==========
Supplemental disclosure of cash
   flow information:
 Cash paid during the year for:
  Interest                            $     -      $  5,071          $ 5,071
                                     ========      ========       ==========
  Income taxes                        $     -      $      -          $     -
                                     ========      ========       ==========
Non-cash financing and investing activities:

 Acquisition of subsidiaries in
   exchange for common stock          $     -      $(60,521)       $(435,521)
                                     ========      ========       ==========
Sale of subsidiary for marketable
   securities                      $3,780,775      $      -       $3,780,775
                                   ==========      ========       ==========
 Acquisition of property and
   equipment for common stock      $   (1,262)     $      -       $   (1,262)
                                   ==========      ========       ==========
Equipment acquired under capital
   lease                           $        -      $  5,382       $    5,382
                                   ==========      ========       ==========
</TABLE>

See accompanying notes to the consolidated
       financial statements


                      F-7



<PAGE>39

PINNACLE RESOURCES, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements

Note 1:  Organization, business, liquidity and
summary of significant accounting policies

Organization

Pinnacle Resources, Inc. (the "Company") was
incorporated under the laws of Wyoming in January
1995.  The Company is a development stage
enterprise engaged in exploring for and developing
natural resources.

The Company has (1) obtained mineral rights and is
in the process of obtaining regulatory approval to
begin production of vanadium and magnetite in the
Northern Province of South Africa, (2) sold its
platinum rights in South Africa prior to beginning
production; and (3) agreed to partially fund a
diamond recovery joint venture in the ocean off
South Africa's west coast.

Basis of presentation

The consolidated financial statements include the
accounts of the Company, its and its wholly owned
subsidiary; Vanadium and Magnetite Exploration &
Development Co. (S.A.) Proprietary Limited (a South
African Company) ("Van Mag"). All significant
intercompany balances and transactions have been
eliminated in consolidation.

In August 2001, the Company disposed of its
interest in Plateau Resources (Pty) Ltd.
("Plateau"), a South African company.  The results
of operations for the year ended June 30, 2002, for
the period that Plateau was a subsidiary of the
Company, are reflected as losses of the disposed
subsidiary.  Plateau's results of operations for
the year ended June 30, 2001 are included in the
consolidated statements of operations.

The Company acquired all of the issued and
outstanding common stock of Titan Intellectual
Ltd., a Nevada Corporation, on



<PAGE>40

January 24, 2002.   On February 25, 2002, Titan
Intellectual Ltd. was merged into the Company (See
Note 7).

The accompanying consolidated financial statements
have been prepared on a going concern basis, which
contemplates the realization of assets and the
satisfaction of liabilities in the normal course of
business.  As shown in the accompanying
consolidated financial statements, the Company has
suffered significant losses since inception and at
June 30, 2002, has a net capital deficit.  The
Company's burn rate at June 30, 2002 is
approximately $28,000 per month.  At June 30, 2002,
the Company has an investment in approximately six
million shares of Anooraq Resources, Ltd. common
stock.  The shares are free-trading on the Canadian
Stock Exchange and at June 28, 2002, the adjusted
closing price of the stock was approximately $.50
on trading volume of 62,000 shares.  However, the
Company is restricted from selling more than
approximately $60,000 worth of stock each month.
In addition, the price of the stock is volatile and
fluctuates daily.  Further, there is no assurance
that Anooraq will continue to meet the listing
requirements of the Canadian Stock Exchange.
These factors among others may indicate that the
Company will be unable to continue as a going
concern.

Management plans to continue to sell assets to
raise capital for operations.  The Company sold
1,000,000 shares of its investment in Anooraq
common stock for an average price of $.30 per share
and, at June 30, 2002, had approximately 6 million
shares remaining in its portfolio.  In July 2002,
the Company sold an additional 1 million shares for
approximately $500,000.  However, current re-sale
restrictions permit the Company to sell no more
that approximately $60,000 in Anooraq stock per
month. The Company may consider an offering of its
own securities for sale when the capital markets
for such sales improve.    In the longer term, the
Company plans to commence operations and become
profitable.




<PAGE>41

The consolidated financial statements do not
include any adjustments relating to the
recoverability and classification of assets and/or
liabilities that might be necessary should the
Company be unable to continue as a going concern.
The Company's continuation as a going concern is
dependent upon its ability to meet its obligations
on a timely basis, and, ultimately to attain
profitability.

Summary of significant accounting policies

Development stage company

The Company is in the development stage as defined
by Financial Accounting Standards Board Statements
of Financial Accounting Standards (SFAS) No. 7
"Accounting and Reporting by Development Stage
Enterprises."

Use of estimates

The preparation of consolidated financial
statements in conformity with generally accepted
accounting principles requires management to make
estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of
the consolidated financial statements and the
reported amounts of revenues and expenses during
the reporting period.  Actual results could differ
from those estimates.

More specifically, the Company's investment in
Anooraq common stock is classified as a marketable
security at June 30, 2002.  Factors affecting the
marketability of such shares could change in the
near term.  In addition, the estimated the fair
value of the Company's holdings at June 30, 2002,
are based on the market price of Anooraq shares
which, as a small company, is expected to fluctuate
over the near term.

Cash equivalents

For the purposes of the statements of cash flows,
the Company considers all highly liquid debt
instruments purchased with an



<PAGE>42

original maturity of three months or less to be
cash equivalents.  The Company had no cash
equivalents at June 30, 2002.

Equipment and depreciation

Property and equipment are stated at cost less
accumulated depreciation.  Depreciation is provided
using the straight-line method over the estimated
useful lives of the assets, which is estimated to
be three to five years.  Expenditures for repairs
and maintenance are charged to expense when
incurred.  Expenditures for major renewals and
betterments, which extend the useful lives of
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 consolidated statements of
operations.

Marketable equity securities

Investments in securities in all classifications
are initially recorded at acquisition cost.  In
August 2001, the Company acquired 7.5 million
shares of Anooraq common stock, a small company
whose stock is traded on the Canadian Stock
Exchange (see Note 7).  The acquisition cost
assigned to the investment was based on the
collateral value of the Anooraq shares and not the
quoted market price because of a restrictive
covenant imposed through the exchange agreement on
the Company's ability to sell its shares.  The
restriction was lifted in April 2002, at which time
the Company valued its investment at fair value.

The Company classifies the shares of Anooraq common
stock held for current resale as "trading
securities" and reports those shares at their fair
value (or, quoted market price) at June 30, 2002.
Any unrealized holding gains and losses are
included in the determination of current period
earnings.



<PAGE>43

The Company classifies all other shares of Anooraq
common stock as "available-for-sale" and reports
those shares at their fair value (or, quoted market
price) at June 30, 2002. Any unrealized holding
gains and losses are not included in the
determination of current period earnings, but
instead are reported as a separate component of
shareholders' deficit.

The Company reported 1,000,000 shares of its
Anooraq common stock as trading securities as of
June 30, 2002.  See Notes 3 and 10.

The Company reported 4,950,000 shares of its
Anooraq common stock as available-for-sale as of
June 30, 2002.

Net loss per share

The Company reports net loss per share in
accordance with SFAS No. 128, "Earnings per Share".
Under SFAS 128, net loss per share-basic excludes
dilution and is determined by dividing loss
available to common shareholders by the weighted
average number of common shares outstanding during
the period.  Net loss per share-diluted reflects
the potential dilution that could occur if
securities and other contracts to issue common
stock were exercised or converted into common
stock.  As of June 30, 2002, the Company had 19,000
stock options outstanding that were not included in
the calculation of net loss per share-diluted
because the options were antidilutive.

Income taxes

Income taxes are provided for the tax effects of
transactions reported in the financial statements
and consist of taxes currently due plus deferred
taxes related primarily to differences between the
recorded book basis and tax basis of assets and
liabilities for financial and income tax reporting.
The deferred tax assets and liabilities represent
the future tax return consequences of those
differences, which will either be taxable or
deductible when the assets and liabilities are
recovered or settled.  Deferred taxes are also
recognized for operating losses that are



<PAGE>44

available to offset future taxable income and tax
credits that are available to offset future income
taxes.

Fair value of financial instruments

The Company's financial instruments, including
cash and accounts payable and other accrued
liabilities are carried at cost, which
approximates their fair value due to the short-
term maturity of these instruments.  The capital
lease obligation is carried at cost, which
approximates fair value due to the prevailing
market rate for similar instruments.

Short and long-term investments include marketable
securities which are classified as trading and
available-for-sale and are reported at fair value.

Concentrations of operations outside the Company's
home country

Substantially all of the Company's development
stage activities were conducted in the Republic of
South Africa.  As such the Company is a foreign
corporation and is subject to the laws and rules,
including the currency restrictions and tax laws,
of that country.

Foreign currency translation

Assets and liabilities of non-US. subsidiaries are
translated to US Dollars at end-of-period exchange
rates.  The effects of this translation for non-US.
subsidiaries are reported in other comprehensive
income (loss).  Remeasurement of assets and
liabilities of non-US. subsidiaries that use a
currency other than the US dollar as their
functional currency are included in income as
transaction gains and losses.  Income statement
elements of all non-US. subsidiaries are translated
to US Dollars at average-period exchange rates and
are recognized as part of revenues, costs and
expenses.  The functional currency of the Company's
foreign subsidiary is the local currency, the South
African Rand.



<PAGE>45

Note 2:  Related party transactions

During the years ended June 30, 2002 and 2001, the
Company paid an affiliated company $51,000 and
$51,300, respectively, for consulting services.
The president of the Company controls the
affiliate.

During the years ended June 30, 2002 and 2001, an
officer of the Company was paid $8,000 and $-0-,
respectively, for consulting services.  The
consulting services were for due diligence
investigations on potential mining projects and
administrative services.

A Company Director loaned $250,000 to the Company in
December 2001.  The Company repaid the loan in April
2002, plus 250,000 shares of its common stock valued at
$32,500 representing interest.

During the year ended June 30, 2002, the Company paid
$3,843 in personal debt of the president of the
Company.  These payments were recorded as compensation
expense in the accompanying financial statements.

During the year ended June 30, 2002, the Company paid
$2,864 in legal expenses on behalf of the president of
the Company.  These payments were recorded as due from
related party in the accompanying financial statements.

During the year ended June 30, 2002, the president of
the Company guaranteed a $20,000 loan agreement and a
$20,000 line of credit with a financial institution.
The president of the Company and an officer, together,
guaranteed a $50,000 line of credit with a financial
institution.

During the year ended June 30, 2000, a
shareholder/officer of Plateau advanced Plateau
$1,362,879.  At June 30, 2000, the
shareholder/officer had advanced Plateau a total of
$1,548,606.  During the year ended June 30, 2001,
the shareholder/officer advanced Plateau an
additional $54,058.  At June 30, 2001, the
shareholder/officer had advanced Plateau a total of
$1,602,664. The advances are unsecured and non-
interest bearing.  The advances are included in the
accompanying financial statements as advances
payable to shareholder and officer of subsidiary.
The Plateau shareholder/officer subordinated
repayment of the advances in favor of the creditors
of Plateau until such time as the assets of



<PAGE>46

Plateau, fairly valued, exceed its liabilities.
The Company sold its subsidiary, Plateau in August
2001 (See Note 7).

Note 3:  Investments

Investments as of June 30, 2002, consisted of
5,950,000 shares of Anooraq common stock of which
1,000,000 shares are classified as trading and
4,950,000 are classified as available-for-sale:
<TABLE>
<CAPTION>
                                     No. of         Fair         Cost
                                     Shares        Value         Basis
                                    --------      -------       --------

                                    <c>          <c>            <c>
Current:
Anooraq Resources, Ltd.
   Common Stock                      1,000,000    $  500,000     $147,059
Long term:
Anooraq Resources, Ltd.
   Common Stock                      4,950,000     2,475,000      727,941
                                    ----------    ----------     --------
                                     5,950,000    $2,975,000     $875,000
                                    ==========    ==========     ========
</TABLE>
<TABLE>
<CAPTION>
                                     No. of                     Available
                                     Shares       Trading       for-Sale
                                    --------      -------       --------

                                    <c>          <c>            <c>
Gross realized gain from sales      1,050,000     $297,155      $        -
Gross unrealized holding gains      5,950,000     $500,000      $1,600,000
                                    ---------     --------      ----------
                                    7,000,000     $797,155      $1,600,000
                                    =========     ========      ==========
</TABLE>

Note 4:  Property and equipment

Property and equipment, at June 30, 2002, consisted
of the following

Office furniture and fixtures             $  3,209
Equipment                                   11,564
                                        ----------
                                            14,773


<PAGE>47

Less accumulated depreciation               (9,221)
                                         ---------
                                          $  5,552
                                           =======
Depreciation expense for the years ended June 30,
2002 and 2001 totaled $4,336 and $68,564,
respectively.

Note 5:  Short-term debt

The Company has four lines of credit totaling
$100,000 of which $53,220 was unused at June 30,
2002.  Advances made under the line of credit carry
interest rate of prime plus from one to three
percent and may be extended annually with the
consent of the financial institution.  The credit
lines are personally guaranteed by the president of
the Company and an officer of the Company.

Note 6:  Capital lease obligation

The Company's capital lease obligation at June 30,
2002 consists of a lease payable, net of imputed
interest of $483, due in 36 equal installments of
$193 per month, collateralize by equipment totaling
1,274.  The lease is scheduled to be paid off in
March 2003.  Interest expense for the years ended
June 30, 2002 and 2001 totaled $406 and $652,
respectively.

Note 7:  Foreign operations

Titan

In February 2002, the Company acquired certain
intellectual property from a South African inventor
for cash and common stock equivalents. The
intellectual property consisted of a method to
refine vanadium, titanium and tantalum ores.
Tantalum is a precious metal material used in
electronics and space industry.

The Company licensed the intellectual property to
Titan Processors (Pty) Limited (Titan), a newly formed
South African company, owned by a South African
mining group in exchange for a royalty of $1.00 per
pound of tantalum oxide produced and sold under the
license and a percentage of Titan's net profits.
In addition, the Company agreed to fund the start
up of a refinery and employ the inventor.  The
South African mining group agreed to provide the
equipment and mining license to build a tantalite



<PAGE>48

refinery utilizing the licensed technology in the
Northern Province of South Africa.  The licensing
agreement expires in ten years.

The common stock equivalents consist of a stock
option grant that vests base on a performance
schedule as follows:
<TABLE>
<CAPTION>
Number of        Option
Shares            Price           Performance Target

                <c>                  <c>
  100,000         $0.01     Execution of intellectual property licensing agreement
  100,000         $0.01     Tantelite refinery becoming operational
  100,000         $0.01     Repayment of project funding
  700,000         $0.01     1 million options for each $1 million in Titan profits
---------
1,000,000
=========
</TABLE>
The exercised shares have a resale restriction
period of two years and a restriction on the
number of shares to be sold during a certain time
period. As of June 30, 2002, the inventor
exercised an option to purchase 100,000 shares
upon execution of the intellectual property
licensing agreement and 100,000 shares upon the
tantalite refinery becoming operational.

During the year ended June 30, 2002, the Company
advanced Titan $157,500 towards completion of the
refinery. The interest rate on the loans is
Titan's prime lending rate plus 2%. At June 30,
2002, the outstanding balance carries a 16%
interest rate. The loan matures over a period of
six years.

The Company has reserved two seats on the Board of
Directors of Titan Processors (Pty) Limited and the
president of the Company is a director.

Van Mag

On September 25, 2000, the Company purchased all
of the outstanding common stock of Vanadium, a
South African corporation, in exchange for
4,000,000 shares of the Company's common stock.
Van Mag holds a mineral lease on land in South
Africa that contains known quantities of vanadium.
The Company has paid certain prospecting and lease



<PAGE>49

costs since its purchase.  However, Van Mag is
awaiting regulatory approval to commence mining
operations.

Plateau acquisition and sale

On August 30, 1999 the Company purchased all of
the outstanding common stock of Plateau in
exchange for 1,500,000 shares of the Company's
common stock valued at $375,000. During the year
ended June 30, 2000 the Company entered into an
agreement with Anooraq Resources Corporation
("Anooraq"), whereby Anooraq could purchase up to
70 percent of the Company's interest in Plateau.
In exchange for this agreement, Anooraq paid the
Company $42,708. Accordingly, the Company recorded
the cash payment of $42,708 as a reduction of its
investment in Plateau.  As of June 30, 2001,
Anooraq had acquired a 35 percent interest in
Plateau.

During the second quarter of the fiscal year ended
June 30, 2001, the Company recorded a charge of
$337,535, or $.04 per basic and diluted common
share, for the write-off of the remaining goodwill
related to the Plateau acquisition.

In August 2001, the Company sold its remaining
ownership in the common stock of Plateau to
Anooraq in exchange for 7.0 million shares of
Anooraq's common stock.  Concurrently, the Company
exchanged 500,000 of the 7.5 million shares plus
4.5 million newly granted warrants to purchase
Anooraq stock to Hunter Dickenson Group, Inc., a
Canadian corporation, for debt forgiveness
totaling $150,000. The transaction was accounted
for as the sale of the Plateau subsidiary for 7
million shares of Anooraq common stock.

The Company and Anooraq signed a Cooperative
Agreement at the time of the sale of Plateau to
Anooraq, which put significant restrictions on its
ability to sell the Anooraq common stock. The
Company may not to sell more than approximately
$60,000 in aggregate market value of Anooraq
common stock in any calendar month without the
prior consent of Anooraq.  Further, the Company
gave Anooraq the right of first refusal in any
sale of more than 500,000 shares of Anooraq common
stock. Anooraq has the right to repurchase 700,000
shares from Pinnacle in a calendar year at no less



<PAGE>50

than CAN$.50 per share unless Pinnacle otherwise
agrees. In addition, the Cooperative Agreement
required the Company to vote with Anooraq
management on all voting matters, except for the
change of control in Anooraq.

The Company deferred all of the gain, totaling
$3,780,775, on the sale of Plateau.  The Company
recognizes a pro-rata portion of the gain as the
Anooraq shares are sold.  Deferred tax liabilities
related to the sale of Plateau in the amount of
$1,219,267 were offset by prior years' income tax
asset allowances.

As of June 30, 2002, the Company's deferred gain
from the disposition of Plateau totaled
$3,258,232.  The Company sold 1,050,000 shares for
$297,155 and recognized a gain of $522,543 during
fiscal year 2002.

The following pro forma condensed, consolidated
balance sheets give effect to the disposition of
Plateau as if it occurred on July 1, 2000.  The
pro forma condensed, consolidated balance sheet is
not necessarily indicative of the financial
position had the disposition occurred at the
beginning of the period.
<TABLE>
<CAPTION>
June 30, 2001                 Pinnacle
                              Consolidated                         Pro Forma
                              (As reported)      Adjustments      Consolidated
                              ------------       -----------      ------------

                             <c>                 <c>                <c>
Cash                          $   78,269        $  (60,689)1      $     17,580
Receivables                        1,369            (1,369)2                 -
Property and equipment, net       64,447           (57,747)3             6,700
                              ----------        ------------        ----------
Total assets                  $  144,085        $  (119,805)       $    24,280
                              ==========        =============      ===========
Current liabilities           $2,341,449        $(2,329,035)4,5,6  $    12,414
Long term debt                     1,274                  -              1,274
                              ----------         ----------        -----------
Total liabilities              2,342,723         (2,329,035)            13,688
                              ----------         -----------       -----------
Minority interest                    352               (352)7                -
Shareholders' deficit         (2,198,990)        (2,209,582)            10,592
                              -----------        -----------        ----------
Total liabilities and
  Shareholders' deficit       $  144,085         $ (119,805)       $    24,280
                              ==========         ===========       ===========
</TABLE>


<PAGE>51

Condensed, consolidated balance sheet adjustments:

Elimination of Plateau's cash balance;
Elimination of Plateau's receivable balance;
Elimination of Plateau's net property and
equipment;
Elimination of Plateau's trade payables;
Elimination of Plateau's shareholder advances;
Elimination of Anooraq's advance to Pinnacle; and
Elimination of the minority interest established in
the consolidation of Plateau's financial
statements.

The pro forma condensed, consolidated balance sheet
was adjusted for the $150,000 advance, which was
eliminated in the Plateau disposition.

The following pro forma condensed, consolidated
statements of operations give effect to the
disposition of Plateau as if it occurred on July 1,
2000.  The pro forma condensed, consolidated
statement of operations is not necessarily
indicative of results of operations had the
disposition occurred at the beginning of the
period.
Year ended June 30, 2001
<TABLE>
<CAPTION>
                               Pinnacle
                              Consolidated                         Pro Forma
                              (As reported)      Adjustments      Consolidated
                              ------------       -----------      ------------

                               <c>                 <c>              <c>
Revenues                      $          -       $         -       $         -
Operating expenses            $  3,388,993       $ (1,170,956)1    $ 2,218,038
Operation loss                $( 3,388,993)      $ (1,170,956)     $(2,218,037)
Non-operating income
  And expenses                $    (18,893)      $       (941)2    $   (19,832)
Net income                    $( 3,407,886)      $  1,170,015       (2,237,871)
                              ============       ============      ===========
Basic and diluted loss per
  common share                $      (0.36)                        $     (0.23)
                              ============                         ===========
Basic and diluted weighted
  Average common shares
  Outstanding                    9,540,933                           9,540,933
                              ============                         ===========
</TABLE>
Condensed, consolidated statement of operations
adjustments:
1.  Elimination of Plateau's operating expenses;
2.  Elimination of Plateau's interest income.



<PAGE>52

Note 8:  Shareholders' deficit

In July 2001, the Company placed 1,835,000 shares
of common stock in escrow with Harris County
Circuit Court in Houston, Texas.  As of June 30,
2002, there are a total of 3,000,000 shares of the
Company's common stock in escrow with the Court
pending resolution of a dispute between the Company
and Petty International Development Corporation.

In September 2001, the Company placed 3,000,000
shares of its common stock in escrow to secure
debentures to be issued by Titan.  On February 25,
2002, Titan issued an 8 percent $200,000
convertible redeemable debenture which was due
February 25, 2004. The $1 million debenture was
subscribed by RIM Capital Holdings, LLC., RCG, LLC
and RIM CG LLC.  Titan received $156,000 during the
quarter ended March 31, 2002, for the first tranche
of the debenture net of $44,000 in related debt
issue costs. The debenture holders subsequently
requested conversion of the $200,000 debenture.  A
dispute arose regarding the number of shares to be
converted. The Company settled the matter by
agreeing to issue the 3,000,000 shares in escrow to
the purchasers and discontinue the remaining
debentures. This transaction was recorded as a sale
of 3,000,000 shares of the Company's common stock
for $156,000.

In April 2001, the Company issued 18,000 shares of
stock in exchange for furniture and equipment.  The
transaction was valued at the fair value (quoted
market price) of the Company's common stock.
During the year ended June 30, 2001, the Company
sold 19,000 shares of its common stock for $38,000,
$2.00 per share.

During the year ended June 30, 2001, the Company
issued 485,000 shares of its common stock in
exchange for professional services.  The
transactions were valued at the market price of the
stock on the date of issuance, which ranged from
$.97 to $5.00 per share.  As a result, the Company
recognized a stock-based compensation expense
totaling $1,829,100 based on the fair value of the
common stock.

During the year ended June 30, 2001, the Company
issued 91,050 shares of its common stock in
exchange for $92,283 and financial consulting



<PAGE>53

services.  On the date of the issuance the market
price of the stock was $1.875 per share.  As a
result, the Company recognized a stock-based
compensation expense for the market value of the
stock, $78,436.

On June 25, 2001, the Company issued 300,000 shares
of its common stock in exchange for loan principal
of $100,000 and accrued interest of $23,425.

On September 30, 1999 the Company sold 85,000
shares of its restricted common stock at $.50 per
share for total proceeds of $42,500.

In October of 1999 the Company sold 10,000 shares
of its restricted common stock at $.50 per share
for total proceeds of $5,000.

In June of 2000, the Company sold 45,000 shares of
its restricted common stock at $2.00 per share for
total proceeds of $90,000.

Stock options

Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation"
requires the use of the fair value based method of
accounting for stock issued to non-employees in
exchange for services.

During the three months ended December 31, 2000,
the Company granted options to purchase 19,000
shares of common stock to a vendor in exchange for
brokerage and investor relations services.  The
options were granted with exercise prices below the
market price of the common stock on the date of
grant.  The weighted average exercise price and
weighted average fair value of these options as of
June 30, 2002 were $4.00 and $2.48, respectively.

All stock options were fully vested on the date of
grant and expire by November 2002.  The following
schedule summarizes the changes in the Company's
outstanding stock options:



<PAGE>54
<TABLE>
<CAPTION>
                             Options Outstanding and Exercisable      Weighted Average
                            Number of           Exercise Price         Exercise Price
                             Shares              Per Share              Per Share

                            <c>                 <c>                     <c>
Balance at June 30,2000           -                 $     -                 $     -
Options Granted              19,000                 $  4.00                 $  4.00
Options Exercised                 -                 $     -                 $     -
Options Canceled                  -                 $     -                 $     -
                            -------               ---------               ---------
Balance at June 30, 2001     19,000                 $  4.00                 $  4.00
 Options granted            200,000                 $     -                 $  4.00
 Options exercised         (200,000)                $  0.01                 $  0.01
 Options canceled                 -                 $     -                 $     -
                            -------               ---------               ---------
Balance at June 30, 2002     19,000                 $  4.00                 $  4.00
                           ========               =========               =========
</TABLE>
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                    5.78%
Dividend yield                             0.00%
Volatility factor                         50.00%
Weighted average expected life            1 year

The Black-Scholes options valuation model was
developed for use in estimating the fair value of
traded options, which have no vesting restrictions
and are fully transferable.  In addition, option
valuation models require the input of highly
subjective assumptions including the expected stock
price volatility.  Because the Company's stock
options have characteristics significantly
different from those of traded options, and because
changes in the subjective input assumptions can
materially affect the fair value estimate, in
management's opinion, the existing models do not
necessarily provide a reliable single measure of
the fair value of its stock options.  However, the
Company has presented the pro forma net loss and
pro forma basic and diluted loss per common share
using the assumptions noted above.

Note 9:  Income taxes

A reconciliation of the US statutory federal income
tax rate to the effective tax rate is as follows:



<PAGE>55
<TABLE>
<CAPTION>
                                                         For the Years Ended
                                                             June 30,
                                                     2002                2001
                                                     ----                ----

                                                  <c>                  <c>
U.S. federal statutory graduated rate                34.00%              34.00%
State income tax rate net of
    Federal benefit                                   3.14%               3.14%
Net operating loss for which no tax
    Benefit is currently available                  -37.14%             -37.14%
                                                   --------             -------
                                                      0.00%               0.00%
                                                   ========             =======
</TABLE>
At June 30, 2002, deferred tax assets consisted of
a net tax asset of $1,977,187, due to operating
loss carryforwards of $5,297,946, which was fully
allowed for, in the valuation allowance of
$1,977,187.  The valuation allowance offsets the
net deferred tax asset for which there is no
assurance of recovery.  The change in the valuation
allowance for the years ended June 30, 2002 and
2001, and from January 6, 1995 (inception) through
June 30, 2002 totaled $1,285,334, $649,405 and
$1,977,187, respectively.  The current tax benefit
also totaled $1,285,334, $649,405 and $1,977,187
for the years ended June 30, 2002 and 2001, and
from January 6, 1995 (inception) through June 30,
2002, respectively.  The net operating loss
carryforward expires through the year 2022.

The valuation allowance will be evaluated at the
end of each year, considering positive and negative
evidence about whether the deferred tax asset will
be realized.  At that time, the allowance will
either be increased or reduced; reduction could
result in the complete elimination of the allowance
if positive evidence indicates that the value of
the deferred tax assets is no longer impaired and
the allowance is no longer required.

Note 10:  Subsequent events

In July 2002, the Company sold 1,000,000 shares of
Anooraq common stock for proceeds of $500,000 or
$.50 per share.

In July 2002, the Company advanced and additional
$100,000 to Van Mag and increased its advances to
Titan by $300,000.



<PAGE>56

ITEM  8.   CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have not been any changes in or disagreements
with accountants on accounting and financial
disclosure.













<PAGE>57

                                  PART III

ITEM  9.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF
THE  COMPANY

Board of Directors.  The following persons listed
below have been retained to provide services as
director until the qualification and election of
his successor.  All holders of Common Stock will
have the right to vote for

Directors of Pinnacle.  The Board of Directors has
primary responsibility for adopting and reviewing
implementation of the business plan of Pinnacle,
supervising the development business plan, review
of the officers' performance of specific business
functions.  The Board is responsible for monitoring
management, and from time to time, to revise the
strategic and operational plans of the Company. A
director shall be elected by the shareholders to
serve until the next annual meeting of
shareholders, or until his or her death, or
resignation and his or her successor is elected.
Presently, Directors receive no compensation or
fees for their services rendered in such capacity.

The Executive Officers and Directors are:
<TABLE>
<CAPTION>
Name                        Position                 Term(s) of Office

                            <c>                        <c>
Glen R. Gamble, age 53     President, Director       From June 26, 1997
                        Chief Executive Officer        to present

Robert A. Hildebrand,
   age 71              Vice President, Director       From Inception
                         Secretary/Treasurer             to present
                       Chief Financial Officer
                           President                  From Inception
                                                     to June 26, 1997

</TABLE>
On August 7, 2002, Terryl K. Jensen resigned as a
director of Pinnacle for personal reasons.

Resumes:

Glen R. Gamble.     Mr. Gamble has served as an
officer and director of variety of companies
engaged in the fields of mining, oil and gas,
cattle, real estate and resource financing.
Currently, Mr. Gamble is the Manager of Viatica



<PAGE>58

Fund, LLC; a Director of Natural Buttes Gas Corp.;
Manager of Desert Flower Mining, LLC; and President
and Chairman of Victory Minerals Corp. and
Pinnacle.   Offshore, Mr. Gamble also
serves as a Director on the Board of Directors of
Plateau Resources (Pty) Ltd., a South African
corporation. Mr. Gamble assisted the management in
setting up an offshore parent holding company in
the Cayman Islands. Additionally, Mr. Gamble
recently facilitated Plateau Resources (Pty) Ltd.
in obtaining mineral rights on South African
properties. He helped to fund, via private sources,
Plateau's start-up and operating capital to date.
Similarly, Mr. Gamble served on the Board of Vanmag
Exploration and Development (Pty) Ltd., also a
South African corporation. He also assisted this
company in obtaining mineral rights on a major
vanadium deposit, and facilitated in setting up its
parent offshore company in the Cayman Islands.  Mr.
Gamble resigned from the Vanmag Board of Directors
when the Cayman parent company sold the South
African entity. Currently he is a Director with
Zebediela Platinum (Pty) Ltd., another South
African corporation which is awaiting approval of
its applications on farms having platinum
potential.

In mid-1979, Mr. Gamble affected a sale and
financing package on a ranch in Russell, Kansas on
which were several producing oil and gas wells.
This opportunity led to the creation of a new
entity, Petro-Package Brokerage Co., which Mr.
Gamble owns.   For the next few years Mr. Gamble
specialized in packaging, financing and selling
producing oil and gas properties.  Additionally, he
managed several oil properties for investors and
drilled over 20 wells in Central Kansas. He moved
the Petro-Package operation to Denver in 1985 and
created a new Wyoming company called Victory
Minerals Corp. which is the flagship company for
Mr. Gamble's mineral interest both in the United
States and in Africa.

Mr. Gamble graduated from Lakewood High School in
1962, performed three years of military service in
the U.S. Army from which he was Honorably
Discharged in May 1966.  Mr. Gamble attended the
University of Colorado and graduated with a
Bachelor of Science degree in Accounting and
Finance in 1970.



<PAGE>59

Robert A. Hildebrand.   Since 1991, Mr. Hildebrand
has been Vice President of Environmental Assurance
corporation, a company offering financial solutions
to owners of contaminated real estate.   Mr.
Hildebrand served as the President and a director
of Resource Finance Group, Ltd., a public Colorado
corporation engaged in the business of acquiring
revenue interest in producing mines in selected
developing countries in exchange for mining and
processing equipment and training provided by
Resource Finance Group, Ltd., from August 1991
until that company merged, in April 1993, with Onyx
Systems, Ltd.   From June 1987 through October
1991, Mr. Hildebrand served as a director and an
officer, holding various positions including
President, of General Mining Company ("General
Mining"), a small, inactive public mining company.
General Mining was active, from 1987 through early
1991, in exploring for surface sulfur deposits in
Bolivia, which did not result in viable operations.
In November 1996 Mr. Hildebrand served as a
consultant to Mr. Glen Gamble and Victory Minerals
S.A. (Pty) Ltd. to assist Plateau Resources (Pty)
Ltd. and Vanmag Exploration (Pty) Ltd. with its
applications to be awarded mineral rights and
surface rights on certain farms having
platinum/palladium and vanadium potential,
respectively.  He has accepted a directorship with
Zebediela Platinum (Pty) Ltd., another South
African corporation which has pending applications
in on farms with platinum potential.

Mr. Hildebrand attended the U.S. Naval Academy from
1947 through 1949 and received his Geological
Engineering Degree from the Colorado School of
Mines in 1954.   He has been a registered Colorado
Professional Engineer since 1958.

Conflicts of Interest.   Pinnacle will be subject
to various conflicts of interest between Pinnacle
and its Affiliates.  Since the executive officers
and directors will control the daily operations of
Pinnacle and its Affiliates, there may be occasions
when the interests of Pinnacle's Affiliates may be
inconsistent with the interests of Pinnacle.

Allocation of Management Time.  Pinnacle will rely
on its officers to manage Pinnacle's business
operations.  Currently the officers are devoting a
minimal amount of their time for the operation of
Pinnacle.   Pinnacle may obtain additional
officers, as necessary.   As such, and until all of



<PAGE>60

their positions become "full time," there will be
conflicts of interest in allocating management
time, services and functions between Pinnacle and
its Affiliates.   These individuals may engage for
their own account, or for the account of others in
other business ventures for which Pinnacle shall
not be entitled to any interest.

Pinnacle may, at some time in the future, compete
with others for the management services of the
current and future officers of Pinnacle.  As a
result, these individuals may be placed in a
position where their decision to favor other
operations in which they are associated over those
of Pinnacle will result in a conflict of interest.
It should also be noted that it may be expedient
for them to favor one operation over another since
their participation in such operations will vary.

In allocating their time, they will recognize their
fiduciary obligations to Pinnacle, the prevailing
industry standards and the financial situation of
Pinnacle.

   Conflicts of Interest Policy.  Pinnacle has
adopted a policy that any transactions with
directors, officers or entities of which they are
also officers or directors or in which they have a
financial interest, will only be on terms
consistent with industry standards and approved by
a majority of the disinterested directors of
Pinnacle's board of directors.    No such
transactions by Pinnacle shall be either void or
voidable solely because of such relationship or
interest of directors or officers or solely because
such directors are present at the meeting of the
Board of Directors of Pinnacle or a committee
thereof which approves such transactions, or solely
because their votes are counted for such purpose
if: (i) the fact of such common directorship or
financial interest is disclosed or known by the
Board of Directors or committee and noted in the
minutes, and the Board or committee authorizes,
approves or ratifies the contract or transaction in
good faith by a vote for that purpose without
counting the vote or votes of such interested
directors; or (ii) the fact of such common
directorship or financial interest is disclosed to
or known by the shareholders entitled to vote and
they approve or ratify the contract or transaction



<PAGE>61

in good faith by a majority vote or written consent
of shareholders holding a majority of the common
shares entitled to vote (the votes of the common or
interested directors or officers shall be counted
in any such vote of shareholders), or (iii) the
contract or transaction is fair and reasonable to
Pinnacle based on the material similarity of terms
to recent consulting agreements not involving
interested parties, or in all other agreements by
competitive bids, at the time it is authorized or
approved.  In addition, interested directors may be
counted in determining the presence of a quorum at
a meeting of the board of directors of Pinnacle or
a committee thereof which approves such
transactions.

Non-Qualified and Incentive Stock Option Plans.
Pinnacle does not currently have any stock option
plans, however, Pinnacle does intend to pursue the
adoption of a non-qualified stock option plan in
the fourth quarter of 2001.  Pinnacle filed an S-8
registration to have 1,000,000 shares of common
stock available for an anticipated  employee
benefits plan.

ITEM  10.    EXECUTIVE COMPENSATION

Commencing July 1, 1997, the officers of Pinnacle
receive $800 per month (aggregate) for services.
As operations increase, Pinnacle intends to enter
into employment agreements with its officers.
Upon funding, either through revenues from
operations, a private placement or initial public
offering, should the amount justify the salary
demands, the key management of Pinnacle would be
compensated according to their duties.  No specific
details have been determined.

ITEM  11.    SECURITY  OWNERSHIP  OF  CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following tabulates holdings of shares of
Pinnacle by each person or entity who, subject to
the above, as of June 30, 2002, holds of record or
is known by management to own beneficially more
than 5.0% of the common shares and, in addition, by
all directors and officers of Pinnacle individually
and as a group.   Each named beneficial owner has
sole voting and investment power with respect to
the shares set forth opposite his name.


<PAGE>62

<TABLE>
<CAPTION>
                                Percentage of
                              Number & Class(1)            Outstanding
Name and Address                   of Shares              Common Shares

                                  <c>                       <c>
Glen R. Gamble
12892 Sierra Circle
Parker, CO 80134                 2,200,000                    12.75%

Robert A. Hildebrand
7345 E. Peakview
Englewood, CO 80111                 50,000                     .29%

Beverly Jo Gamble
12892 Sierra Circle
Parker, CO 80134                   200,000                    1.16%

Mel Keller
R.R. 1 Box
Blairsburg, IA                     840,000                   4.87%

Victory Minerals Corp.
7345 E. Peakview
Englewood, Co 80111              2,000,000                   11.59%%

Re-Group, Inc.
9600 E. Arapahoe Road
#260
Englewood, CO 80112                266,000                    1.54%

All Directors & Officers
as a group (2 persons)           4,450,000                   25.79%
</TABLE>

Pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, beneficial
ownership of a security consists of sole or shared
voting power (including the power to vote or direct
the voting) and/or sole or shared investment power
(including the power to dispose or direct the
disposition) with respect to a security whether
through a contract, arrangement, understanding,
relationship or otherwise.  Unless otherwise
indicated, each person indicated above has sole
power to vote, or dispose or direct the disposition
of all shares beneficially owned, subject to
applicable community property laws.



<PAGE>63

Beverly Jo Gamble is married to Glen R. Gamble, an
officer and director of Pinnacle.  As a result,
Glen R. Gamble would be deemed to be a beneficial
owner of the Common Shares owned of record by

Beverly Jo Gamble.   Nevertheless, Glen R. Gamble
disclaims any beneficial ownership of the Common
Shares owned of record by his wife.

Victory Minerals Corp. is a corporation controlled
by Glen R. Gamble, an officer and director of
Pinnacle.   As a result, Glen R. Gamble would be
deemed to be a beneficial owner of the 2,000,000
common shares owned of record by Victory Minerals
Corp.

Daniel J. Boone and Jerry Welch Boone are
principals of Re-Group, Inc.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Pinnacle maintains a mailing address at located at
9600 E. Arapahoe, Suite 260, Englewood, CO 80112
and shares that office space with a former
director, Terryl K. Jensen, who operates a Real
Estate business on the premises.

Glen Gamble, president of Pinnacle, is also an
officer and director of Victory Minerals
Corporation, a significant shareholder of
Pinnacle's common stock.

Mr. Gamble is also a director on the Board of
Directors of Plateau Resources (Pty) Ltd., a South
African corporation. Further, Mr. Gamble has been
appointed as a Director to the Board of Directors
of Anooraq Resources Corporation that is the 100%
owner of Plateau Resources.  Likewise Mr. R.A.
Hildebrand who is a Pinnacle Director also holds
Directorship positions with Plateau and Anooraq.

During the years ended June 30, 2002 and 2001,
Pinnacle paid Victory Minerals, an affiliated
company $51,000 and $51,300, respectively, for
consulting services.  Mr. Gamble, president of
Pinnacle controls the affiliate.

During the years ended June 30, 2002 and 2001, R.A.
Hildebrand, an officer of Pinnacle was paid $8,000
and $0.00, respectively for consulting services.
The



<PAGE>64

consulting services were for due diligence
investigations on potential mining projects and
administrative services.

Terryl Jensen, a former director of Pinnacle lent
$250,000 to Pinnacle in December 2001.   Pinnacle
repaid the loan in April 2002, plus 250,000 common
shares valued at $32,500 representing interest.

During the year ended June 30, 2002, Pinnacle paid
$3,843 in personal debt of Glen R. Gamble,
president of Pinnacle.  These payments were
recorded as compensation expense in the financial
statements.

During the year ended June 30, 2002, Pinnacle paid
$2,864 in legal expenses on behalf of Glen R.
Gamble, president of Pinnacle.   These payments
were recorded as due from related party in the
financial statements.

During the year ended June 30, 2002, Mr. Gamble
guaranteed a $20,000 loan agreement and a $20,000
line of credit with a financial institution.   Mr.
Gamble and R.A. Hildebrand, an officer, together,
guaranteed a $50,000 line of credit with a
financial institution.

During the year ended June 30, 2000, a
shareholder/officer of Plateau advanced Plateau
$1,362,879.   At June 30, 2000, the
shareholder/officer had advanced Plateau a total of
$1,548,606.   During the year ended June 30, 2001,
the shareholder/officer advanced Plateau an
additional $54,058.   At June 30, 2001, the
shareholder/officer had advanced plateau a total of
$1,602,664.   The advances are unsecured and non-
interest bearing.   The advances are included in
the financial statements as advances payable to
shareholder and officer of subsidiary.   The
Plateau shareholder/officer subordinated repayment
of the advances in favor the creditors of Plateau
until such time as the assets of Plateau, fairly
valued, exceed its liabilities.   Pinnacle sold its
subsidiary, Plateau in August 2001.



<PAGE>65

ITEM  13.    EXHIBITS,  FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K
     (A)    FINANCIAL  STATEMENTS  AND  SCHEDULES

The following  financial  statements  and schedules
are filed as part of this report:

Report of Independent Public Auditors
Balance Sheet
Statement of Operations
Statement of Stockholder's Equity
Statement of Cash Flows
Notes to Financial Statements

Schedules Omitted:    All schedules other than
those shown have been omitted because they are not
applicable, not required, or the required
information is shown  in  the  financial
statements  or  notes thereto.

(b)    List of Exhibits

            The following of exhibits are filed
with this report:

 (3.1)  Articles of Incorporation incorporated by
referenced to Form 10SB filed August 7, 1997, File
No. 0-22965
 (3.2)  Amendment to Articles of Incorporation
incorporated by referenced to Form 10SB filed
August 7, 1997, File No. 0-22965
 (3.3)  Bylaws incorporated by reference to Form
10SB filed August 7, 1997, File No. 0-22965
 (3.4)  Amendment to Bylaws dated July 1, 1997
incorporated by reference to Form 10SB filed
October, 1997.
 (4.1)  Specimen Common Stock Certificate
incorporated by reference to Form 10SB filed August
7, 1997, File No. 0-22965
 (10.1)  Loan Agreement between Pinnacle and Asset
Partners, LLC dated October 22, 1997 incorporated
by reference to Amendment 3 to Form 10SB.
(10.2)  Loan Agreement between Pinnacle and Plateau
Resources (PTY) Ltd. dated March 22, 1998
incorporated by reference to Amendment 3 to
Form 10SB.
 (10.3)  Loan Agreement between Pinnacle and Mel
Keller dated March 18, 1998 incorporated by
reference to Amendment 3 to Form 10SB.

(B)    REPORTS  ON  FORM  8-K
None



<PAGE>66

                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended,
Pinnacle has duly caused this Report to be signed
on its behalf by the undersigned duly authorized
person.

Date:    October 15, 2002

Pinnacle Resources, Inc.

/s/ Glen R. Gamble
------------------------------------
By:     Glen R. Gamble, President

Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, this report has
been signed below by the following persons on
behalf of Pinnacle and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>

                                                  <c>
/s/ Glen R. Gamble                                 10/15/02
- ------------------------------
Glen R. Gamble
President  and  Director
(chief executive officer)


/s/ Robert A. Hildebrand                            10/15/02
- ------------------------------
Date:
Robert A. Hildebrand
Secretary/Treasurer and Director
(Chief Financial Officer)
</TABLE>