Pinnacle Resources - Die 500% Chance !!! - 500 Beiträge pro Seite

[derda50]

Pinnacle Resources
(WKN: 578 959)

Topp-Rohstoffwert mit über 500% Kurspotential!!



Pinnacle hat sich auf die Entdeckung von schwer abbaubaren Bodenschätzen in Afrika spezialisiert. Dieses Geschäft ist immens lukrativ, da Pinnacle die jeweiligen Projekte weit unter dem marktüblichen Preis kauft. Den die bisherigen Eigentümer wissen nicht wie sie die Schätze (Gold, Diamanten, Titan) mit herkömmlichen Methoden aus dem Boden bekommen sollen! Doch Pinnacle hat eigene Technologien um Rohstoffe kostengünstig abbauen zu können.


Die bisher unentdeckte Pinnacle-Aktie steht vor einem Kurssprung und bietet über 500% Kurspotential!!



· Lesen Sie den vollständigen Artikel!: Klicken Sie hier!

http://www.internationalstockpicker.com/abo/ISP_17-05-04.pdf

[derda50]

Pinnacle Resources: International Stock Picker stuft Aktie auf Kaufen
18.05.2004 (11:01)

Birmingham (UK), den 18. Mai 2004 – In der aktuellen Ausgabe des Börsenbriefs International Stock Picker empfehlen die Aktien-Experten die Aktie der Pinnacle Resources Inc. (WKN: 578959) zum Kauf. Das 6-Monatskursziel liegt bei 0,75 US-Dollar. Derzeit notiert die Aktie bei 0,125 US-Dollar.

Die amerikanische Pinnacle Resources Inc. (WKN 578959) hat sich auf die Entdeckung von schwer abbaubaren Bodenschätzen in Afrika spezialisiert und profitiert derzeit von den vergleichsweise hohen Rohstoffpreisen. Dabei ist das Unternehmen überraschend breit aufgestellt – die Projekte reichen von Diamanten über Tantal und Vanadium bis hin zu Titan sowie Gold. Pinnacle erwirbt diese Projekte deutlich unter dem Marktwert, weil die bisherigen Eigentümer nicht wissen, wie sie diese Schätze aus dem Boden bekommen bzw. es sich mit herkömmlichen Methoden und Produktionstechniken nicht lohnt, diese abzubauen.

Pinnacle besitzt ein ghanaisches Goldprojekt im weltberühmten Ashanti-Goldgürtel. Der Minengesellschaft Golden Star Resources wurde eine Option eingeräumt, so dass diese die operative Arbeit vorangetrieben hat. Und nach den ersten Ergebnissen sind auf dem 49 Quadratkilometer großen Gebiet 250.000 Unzen Gold vorhanden. Das entspricht einem Wert von über 90 Mio. USD! Im Rahmen dieses Vertrages ist schon im Juli 2004 eine signifikante Zahlung seitens Golden Star an Pinnacle fällig. Des Weiteren hält Pinnacle eine 30-jährige Lizenz an einem Projekt im Bushveld-Komplex, aus dem 50 Prozent der weltweiten Vanadium-Produktion stammen. Darüber hinaus ist die Gegend für große Titan-Vorkommen bekannt. Beim Pinnacle-Projekt wurden bereits rund 7 Mio. Tonnen Vanadiumpentoxid sowie 60 Mio. Tonnen Titandioxid nachgewiesen. Damit es das weltweit größte nicht entwickelte Vanadium-Vorkommen! Bei einem Vanadium-Preis von 22 USD/kg hätte das Projekt einen Wert von 111 Mio. USD. Momentan befindet sich Pinnacle in Verhandlungen mit internationalen Stahlkonzernen, um zusammen mit einem Partner eine Mine in Betrieb zu nehmen.

Die Tantal-Produktion und die Diamantengewinnung sollten kurzfristig für weiteren positiven Cashflow sorgen, so dass es zu keiner signifikanten Verwässerung der Altaktionäre kommen sollte. Selbst unter Berücksichtigung eines sehr hohen Abschlages und des Währungsrisikos beim Südafrikanischen Rand haben wir einen Gesamtwert aller Projekte in Höhe von 25 Mio. USD ermittelt. Bei 16 Mio. ausstehenden Aktien und einem Aktienkurs von 0,125 USD liegt der Börsenwert bei unfassbar niedrigen 2 Mio. USD! Wir empfehlen die Aktie auf Sicht von 6 Monaten mit einem ersten(!) Kursziel von 0,75 USD zum Kauf.

[rudi66tennis]

@derda,

wieder einer von Deinen "Super-Tips"?

Realtech lässt grüssen!!!!!

[Bommel1]

Herzlichen Glückwunsch "derda" du kannst Pusher werden denn na wo: steht der Wert bei 0,13$ und in Frankfurt bei 0,15 Euro. Es gibt doch immer wieder Leute die auf jeden Tip anspringen ohne vorher mal nachzuschauen wie die Aktie in den USA steht, morgen kommt das Gejammere. Ich sage nichts gegen die Aktie, kenne ich nicht.

[derda50]

Börse Symbol Währ. Vortag akt.Kurs Diff. % Handelsvol. gehand. St. Kurszeit
OTCBB PNRR USD 0,125 0,140 + 0,015 + 12,00 % 24.827 184.400 18. Mai 21:02
Frankfurt PIN EUR 0,130 0,150 + 0,020 + 15,38 % 0 28.600 18. Mai 16:22
Berlin PIN EUR 0,096 0,160 + 0,064 + 66,67 % 0 23.000 18. Mai 19:27

[derda50]

[derda50]

Börse Symbol Währ. Vortag akt.Kurs Diff. % Handelsvol. gehand. St. Kurszeit
Frankfurt PIN EUR 0,150 0,190 + 0,040 + 26,67 % 1.797 10.100 19. Mai 12:53
Berlin PIN EUR 0,160 0,160 + 0,000 + 0,00 % 768 4.800 19. Mai 09:11
OTCBB PNRR USD 0,125 0,140 + 0,015 + 12,00 % 24.827 191.800 18. Mai 22:00

[derda50]

Börse Symbol Währ. Vortag akt.Kurs Diff. % Handelsvol. gehand. St. Kurszeit
Frankfurt PIN EUR 0,150 0,210 + 0,060 + 40,00 % 3.897 20.100 19. Mai 14:20
Berlin PIN EUR 0,160 0,160 + 0,000 + 0,00 % 768 4.800 19. Mai 09:11
OTCBB PNRR USD 0,125 0,140 + 0,015 + 12,00 % 24.827 191.800 18. Mai 22:00

[derda50]

@RudiRatlos,

man hört ja garnichts mehr von dir.

sitzt der frust so tief?!

heute schon + 42,86%

[robby13]

mit Sicherheit morgen wieder unter 18 US Cent !
Wer an dem Wert interessiert ist , sollte ein Abstauberlimit ( bis Freitag ) von 0,15€ oder 0,17 US$ in den Markt setzen.
robby

[derda50]

+ 50%

[robby13]

#11
nu aber raus damit !

[derda50]

und beim nächsten rücksetzer wieder rein !!

[robby13]

die popligen 20 000 $ Umsatz an OTC lassen vermuten , dass hier zu 90% WO - Lemminge am Werke sind , unterschätze das nicht. Spätestens übermorgen ist die Show vorbei. Nehme Deine 20 oder 30% Gewinn ( sollten diese vorhanden sein ) mit und guck Dir die Geschichte in einigen Tagen nochmal an !

[derda50]

#14

bei 0,16 bin ich eingestiegen,macht doch laune.

[robby13]

Guck Dir alternativ Endevco an , aktuell 0,115$ !
Hier ist die erste Euphorie verflogen , KZ 1,00$ !

[derda50]

#16

danke,werde ich mir ansehen.

[robby13]

#15
ok , gut. 50% Kursanstieg bei derart geringen Umsätzen ( welche fundamental nicht untermauert sind ) geben im Regelfall an den kommenden Tagen wenigstens 50% dieser Kursgewinne wieder ab. Übe Dich in Bescheidenheit und setze billiger wieder nach !

[superman6]

Beobachten ist angesagt.

[robby13]

richtig !

[derda50]

Berlin 0,22 = + 46,67%

[Dr.Spezialist]

Robby13 wann siehst du den $. Glaube nicht daß du den je siehst. Die werden doch von irgend einem Großen gefressen, ist so wie immer

[bodypainter]

hallo "spekulanten",

mich würde mal interressieren, wer hier überhaupt in diesem forum jemals in wirtschaftlich-unternehmerischm rahmen gedacht hat; dieser kindergarten - heute kommt eine spekulative kaufempfehlung einer möglichen erfolgsstorry und morgen früh muss ich schon hunderte prozent gewinne haben - ist echt lächerlich. hierzu passen eure vorschulmäßigen smilies.

sorry aber "spekulatives investment" funktioniert immer noch nach folgender prämisse: DENKEN; KAUFEN; EIN UND MEHR JAHRE SCHLAFEN UND DANN KASSIEREN !!!!!!.
in diesem sinne sachlich bleiben
grüße
#bp

[Loewe2004]

Pinnacle in USA +0,06 $ (42,86 %)


Pinnacle Reaches Development Milestone
TUESDAY, JUNE 01, 2004 12:12 PM
- Market Wire


DENVER, CO, Jun. 01, 2004 (MARKET WIRE via COMTEX) -- Pinnacle Resources, Inc. (PNRR) (Frankfurt: PIN Berlin) announced today that it has obtained a mining authorization from the Minerals and Energy Department of the Republic of South Africa for its vanadium/titanium/iron ore deposit in the Northern Province of South Africa.

The granting of the Mining Authorization is the culmination of four years of work by the Company to develop a mining plan, an environmental management plan, the discovery and development of the water resource required to treat the ore and a social plan that addresses the needs and desires of the local tribes residing on the property. The Company is pleased to report that it has been joined by a Black Empowerment Partner who has purchased a one-third interest in the property in conformance with South Africa`s policy that seeks to include nationals in the mining of the nation`s major natural resources.

With the authorization in hand VanMag, Pinnacle`s 66.67%-owned South African subsidiary, can now pursue a bankable feasibility study and an eventual joint venture agreement with a major industry partner. The magnitude of the mining plan was projected at the minimum rate of 30,000 tons of magnetite per day.

A previous techno-economic study, dated April 2003, by Ross Glanville and Associates indicated that the property hosted vanadium/titanium/iron mineralization in excess of 300 million tons contained in two separate beds lying within 200 meters from the surface. Metal content was estimated at 6.8 million tons of vanadium pentoxide and 33 million tons of titanium dioxide. Glanville projected a net present value for the property of $73.6 million based on the recovery of vanadium alone.

"The timing of this important development is fortunate for Pinnacle," said Dutch Hildebrand, Chief Financial Officer of the Company, "as the price and demand for vanadium products have been climbing dramatically. The price of vanadium pentoxide has more than doubled since March of 2003. Pinnacle is currently engaged in discussions with several major Far East consumers of vanadium and iron ore with a view toward joint-venturing the building of a mine and processing plant."

Additional information on Pinnacle Resources, Inc. is available on the company`s website at http://www.pnrr.net.

This news release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements include expressions of beliefs, expectations, hopes, or intentions regarding the future, which may or not come to pass. It is important to note that actual results may differ from those expressed in such a forward-looking statements. Although Pinnacle believes its properties have potential, they are in early stages of exploration or development. There can be no assurance that if identified, any resource might be economically extracted. If additional projects are acquired, there can be no assurance of any economic benefit of cash flow to the company.

Distributed by Filing Services Canada and retransmitted by Market Wire


For more information, contact:
Pinnacle Resources
303-705-8600
[e-mail]


SOURCE: Pinnacle Resources, Inc.

**********************************************************

Flowing Appoints Richard J.S. Wigington as Chairman of the Board
FRIDAY, JULY 02, 2004 9:03 AM
- CCNMatthews


CALGARY, ALBERTA, Jul 2, 2004 (CCNMatthews via COMTEX) -- Flowing Energy Corporation (CA:FLO) is pleased to announce the election of Richard J.S. Wigington as the Chairman of the Board of Directors of the Corporation effective June 30, 2004. Mr. Wigington was Founder, Chairman, Chief Executive Office and a director since May 1996 of Seventh Energy Ltd., a junior oil and gas exploration company listed on the Toronto Stock Exchange. Also, Co-founder, Chairman, President and Chief Executive Officer from 1986 to 1994 of Pinnacle Resources Ltd., a junior oil and gas exploration company listed on the Toronto and Montreal Stock Exchanges. Prior thereto, Exploration Manager from 1981 to 1986 of Renaissance Energy Ltd., a senior Toronto Stock Exchange listed energy company focused on exploration and production of oil and natural gas.

Flowing also announces it has received regulatory approval for a normal course issuer bid (the "Bid") commencing on July 1, 2004 and ending on the earlier of the date on which the Corporation acquires the maximum number of common shares ("Common Shares") of the Corporation subject to the Bid and June 30, 2005. The Corporation intends to acquire for cash and for return to treasury up to 2,119,680 Common Shares or 5% of the 42,393,592 issued and outstanding Common Shares, as at June 2, 2004.

Under the Bid, the Corporation will acquire, from time to time, its Common Shares for cash through the facilities of The Toronto Stock Exchange. The Corporation has established a trading account with a member firm of The Toronto Stock Exchange for this purpose. For any particular trade, the Corporation will not purchase Common Shares at a price higher than the price of the immediately preceding trade on the open market by independent parties. The Common Shares that the Corporation intends to acquire pursuant to the Bid will be cancelled.

In the view of the directors of the Corporation, the current market price of the Common Shares does not reflect the inherent value of the Corporation. Therefore, it is deemed to be in the best interest of the shareholders and an appropriate use of the Corporation`s funds to conduct the Bid as disclosed herein.

Flowing Energy Corporation
Robert Bowman
President & CEO
[phone]
[phone] (FAX)
Email: [e-mail]
Website: www.flowingonline.com


NEWS RELEASE TRANSMITTED BY CCNMatthews


Copyright (C) 2004, CCNMatthews. All rights reserved.


**********************************************************

Pinnacle`s J.V. Partner Diamonaire Lands New Beach And Surf Allocation
FRIDAY, JULY 16, 2004 12:22 PM
- PrimeZone

DENVER, Jul 16, 2004 (PRIMEZONE via COMTEX) -- Pinnacle Resources, Inc. (PNRR) announced today that its 50% subsidiary, Diamonaire Pty Ltd of South Africa, was granted a 1,700 meter allocation of beach and surf zones by diamond concession holder TransHex Operations Pty Limited. The exclusive allocation is located on the west coast of South Africa and reserves the northern half of the Geelwal Beach for five years. All gravels unearthed from the concession will be processed by TransHex at their De Punt diamond separation plant located about twelve kilometers away. Gross diamond sales are split 35% to TransHex, 65% to Diamonaire.

Diamonaire was formed for the purpose of developing the AquaWalker(TM) technology. The AquaWalker(TM) is a remote controlled walking platform designed to walk into the ocean carrying equipment necessary to extract diamoniferous gravels from the ocean floor. The AquaWalker(TM) finished its sea trials last month and was being retrofitted to accommodate beach conditions and shallow water environments having sand overburdens over one to six meters.

In order to obtain the 1.7-kilometer allocation, Diamonaire agreed to measure sand thickness and logging of the beach area contained in the allocation. Recently, three separate trials were conducted on this allocation with the combined results yielding 21.4 cubic meters of gravels having 862 diamonds for a total of 345 carats. The allocation to the south of Diamonaire recently yielded 3200 carats valued at $1.5 million.

Chris Wilson, Diamonaire`s Managing Partner, indicated that "the AquaWalker(TM) will be retro-fitted with a caisson that will be directly underneath the platform. This innovation will be jettisoned down to prevent caving of sand into the hole created inside the caisson by the sand pump thus allowing the mining head access to the gravel. We will start beach operations and then move into the water as we gain confidence working inside of the caisson. It will take a month to mobilize to the new allocation."

Additional information on Pinnacle Resources, Inc. is available on the company`s website at http://www.pnrr.net.

This news release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements include expressions of beliefs, expectations, hopes, or intentions regarding the future, which may or not come to pass. It is important to note that actual results may differ from those expressed in such a forward-looking statements. Although Pinnacle believes its properties have potential, they are in early stages of exploration or development. There can be no assurance that if identified, any resource might be economically extracted. If additional projects are acquired, there can be no assurance of any economic benefit of cash flow to the company.

SOURCE: Pinnacle Resources, Inc.

Pinnacle Resources
Gary Smoelen
303-705-8600
[e-mail]


(C) 2004 PRIMEZONE, All rights reserved.

[tipannehmer]

Sendepause ??? Gibt es neue Informationen oder sollte man vollständig aussteigen ? Sind` die pleite ... ?

[Crsus]

19-Nov-2004

Quarterly Report



Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations
Results of operations - the three months ended September 30, 2004 compared with the six months ended September 30, 2003.

We reported a net loss of $(148,846) for the three months ended September 30, 2004, as compared to a net profit of $1,060,012 for the year earlier period.

Prospecting Costs in 2003 were $65,996 and were incurred because the company was searching for water on the mineral claims. In 2004 these costs do not reoccur as all of the prospecting efforts had been successfully completed in the initial drilling program.

Consulting expenses paid to related parties was $74,500 in the fiscal year 2003 due to an aggressive effort on the part of company management to investigate a variety of potential projects domestically and in African countries other than South Africa. Some of this expense is allocated to existing projects as the efforts are substantially made to enhance their opportunity for success. During the fiscal year 2004 this expense was only $14,000 as the company has taken a more conservative view while it waits for some of the on-going projects to come into fruition.

Gain on sale of subsidiary was $1,239,053 for the fiscal year 2003 and was zero in 2004. Of course, the difference lies solely in the fact that in 2003 the company disposed of its final shareholding in Anooraq Resources Corp and in 2004 there was no such sale.

Interest income (expense) cost the company $10,218 in the fiscal year 2003 but increased to $38,981 in 2004. This increase is directly attributable to an increase in debt financing incurred by the company but is expected to be somewhat reduced by equity financing in the near future.

Liquidity

The Company; is current in its obligations. Although the Company has not yet achieved operating income from its diamond mining operations or tantalum sales, it has sufficient cash on hand and lines of credit available to finance its operations. A scheduled advanced royalty payment on its Ghana gold property is due in the next quarter that should enable the Company to sustain itself until revenues commence.

Net deficit of affiliate
This refers to the net deficit in equity of our affiliate, Titan Processors.

Our strategy in the near future is to focus on developing a substantial share of the world tantalum market and recovering diamonds from the ocean bed off the west coast of South Africa. We believe that our future success will depend on our ability to develop these two businesses and to invest wisely in new businesses.

Income taxes

In situations where a company has experienced net operating losses which cannot be offset through a carryback, the net operating losses may be realized as a carryforward up to 20 years in the future. Due to our substantial development stage losses in earlier years, we have a cumulative net operating loss for which we have recognized a benefit in the current year. However, the Financial Accounting Standards Board

9 (FASB) has concluded that tax benefits of loss carryforwards should not be recognized until they are actually realized, except in circumstances when realization is assured beyond any reasonable doubt at the time the loss carryforward arises. For this reason, we have recorded as valuation allowance in our accounting records for the future tax benefits of our loss carryforwards. Management believes that the current cumulative net operating loss may be fully realized in the current fiscal year

[tipannehmer]

@crsus

gibt es deinerseits noch weitergehende erläuterungen
zum q-3-Bericht ? Mein english ist nicht mehr so ganz
frisch ... was steht denn im Bericht, so als Zusammen-
fassung ?

[TBreaker]

habt ihr euch schon mal Infos zuschicken lassen. Der Link auf der Homepage Information request funktioniert nicht. Wie sieht die Zukunft aus?

[Crsus]

Das Potential von Pinnacle ist meiner Meinung nach riesig. Es müssten aber endlich einmal Erträge aus der Tantal- oder Diamantensparte fließen. Angeblich wird doch dort bereits produziert. Im Bericht steht außerdem etwas von einer Zahlung aus dem Gold-Projekt.

Risiken sehe ich folgende:

1. Unternehmen könnte in Konkurs gehen, bevor die Projekte einen Ertrag abwerfen.

2. Es könnte sich um eine Total-Fälschung handeln.

[Crsus]

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB

[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended September 30, 2004

-OR-

[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________ to________



Commission File Number 000-22965


Pinnacle Resources, Inc.


(Exact name of registrant as specified
in its charter)
Wyoming 84-1414869
--------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)


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




303-705-8600


(Registrant`s telephone number,
including area code)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

The number of outstanding shares of the registrant`s common stock, September 30, 2004:


Common Stock - 16,523,050










--------------------------------------------------------------------------------




PART I

Item I - FINANCIAL STATEMENTS

PINNACLE RESOURCES, INC.
Index to Consolidated Financial Statements

Page

Consolidated Balance Sheet
at September 30, 2004 (unaudited) 3

Consolidated Statements of Operations
for the three months ended
September 30, 2004 and 2003 (unaudited) 4

Consolidated Statements of Other Comprehensive Income
For the three months ended September 30, 2004 and
2003 (unaudited) 5

Consolidated Statements of Cash Flows
for the three months ended September 30, 2004
and 2003 (unaudited) 6

Notes to Consolidated Financial Statements (unaudited) 7






--------------------------------------------------------------------------------


PINNACLE RESOURCES, INC.
Consolidated Balance Sheet
September 30, 2004
(unaudited)

Assets
Current assets:
Cash $ 53,143
Receivables 50,087
--------------------
Total current assets 103,230

Property and equipment, net of accumulated
depreciation 538,906
Indebtedness of related parties-not current 16,212
Other assets 65,935
-------------------
$ 724,283
===================

Liabilities and Shareholders` Equity

Current liabilities:
Accounts payable and accrued liabilities $ 52,376
Notes payable:
To Bank 56,410
To Other 15,000
To related party (Note 2) 50,000
Other current liabilities 224,653
Due to related party (Note 2) 25,971
-------------------
Total current liabilities 424,410
-------------------
Minority interest in net assets of
consolidated subsidiary 35,059
-------------------
459,469
Commitment -
Shareholders` equity:
Net deficit of affiliate (10)
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 16,523,050 shares 165
Additional paid-in capital 3,306,033
Accumulated other comprehensive income 4,452
Accumulated deficit (3,045,826)
-------------------
Total shareholders` equity 264,814
-------------------




$ 724,283
--------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements



--------------------------------------------------------------------------------


PINNACLE RESOURCES, INC.
Consolidated Statements of Operations
(unaudited)

Three Months
Ended September 30,
-----------------------
2004 2003
------ -----
Operating expenses:
Prospecting costs $ - $ 65,996
General and administrative costs 146,918 142,813
Consulting expenses paid to related parties
(Note 2) 14,000 74,500
------- ---------
Total operating expenses 160,918 283,309
------- ---------
Loss before income taxes, nonoperating
income, interest expense and minority
interest (160,918) (283,309)

Non-operating income:
Gain on sale of subsidiary - 1,239,053
Other nonoperating income (expense), net 51,053 92,731
Interest income (expense), net (38,981) (10,218)
-------- ---------
Income/loss before
income taxes and minority interest (148,846) 1,038,257

Income tax provision (Note 3) - -
-------- ---------
Income before minority interest (148,846) 1,038,257

Minority interest in net loss of
consolidated subsidiary - 21,755
-------- ---------
Net income (loss) $ (148,846) $ 1,060,012

Basic and diluted income/loss per share $ (0.01) $ 0.06
------------- -------

Weighted average common shares outstanding 16,642,024 17,543,050
------------ ----------




See accompanying notes to consolidated financial statements


--------------------------------------------------------------------------------


PINNACLE RESOURCES, INC.
Consolidated Statements of Other Comprehensive Income

Three Months
Ended September 30,
-----------------------
2004 2003
------ -----
Net income/loss $ (148,846) $ 1,060,012
Other comprehensive income/loss,
net of tax:
Unrealized holding gain - (2,100,000)
Foreign currency translation 189,986 (11,741)
---------- -----------
Comprehensive income $ 41,140 $ (1,051,729)




See accompanying notes to consolidated financial statements



--------------------------------------------------------------------------------


PINNACLE RESOURCES, INC.
Consolidated Statements of Cash Flows
(unaudited)


Three Months
Ended September 30,
-----------------------
2004 2003
------ -----

Cash flows from operating activities:
Net cash provided by (used in) operating
activities $ (123,426) $ (130,996)
---------- ----------
Cash flows from investing activities:
Sale of equipment 10,409 -
Purchase of equipment - (1,201)
---------- ----------
Net cash provided by (used in) investing
activities 10,409 (1,201)
---------- ----------
Cash flows from financing activities:
Advances from related parties (Note 2) 22,000 -
Proceeds from loans 84,000 62,000
Principal payments on line of credit - (447)
---------- ----------
Net cash provided by financing
activities 106,000 61,553
---------- ----------
Effect of cumulative translation
adjustment on cash 4,833 -

Net change in cash (2,184) (70,644)

Cash:
Beginning of period 55,327 78,269
---------- ----------
End of period $ 53,143 $ 7,625
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $ - $ 5,071
========== ==========
Income taxes $ - $ -
========== ==========
Non-cash financing and investing activities:
Common stock issued as repayment of debt $ - $ 150,000
========== ==========
unrealized holding gain $ - $3,483,620
========== ==========




See accompanying notes to consolidated financial statements



--------------------------------------------------------------------------------

PINNACLE RESOURCES, INC.
Notes to Unaudited Consolidated Financial Statements

Note 1: Basis of presentation

The financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its Form 10-KSB dated June 30, 2004, and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited.

Note 2: Related Party transactions

The Company paid consulting fees to related parties totaling $14,000 and $74,500, respectively, during the three months ended September 30, 2004 and 2003. As of September 30, 2004, $-0- was due to related parties for consulting fees.

During the three months ended September 30, 2004, a related party loaned the Company $22,000 for working capital. The advance is due on demand with interest at percent interest. As of September 30, 2004, $75,971 is due to related parties in the accompanying condensed, consolidated financial statements.

Note 3: Income taxes

The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes". The Company offset operating profits during the three months ended September 30, 2004 against a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in $-0- income taxes.



--------------------------------------------------------------------------------

Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations
Results of operations - the three months ended September 30, 2004 compared with the six months ended September 30, 2003.

We reported a net loss of $(148,846) for the three months ended September 30, 2004, as compared to a net profit of $1,060,012 for the year earlier period.

Prospecting Costs in 2003 were $65,996 and were incurred because the company was searching for water on the mineral claims. In 2004 these costs do not reoccur as all of the prospecting efforts had been successfully completed in the initial drilling program.

Consulting expenses paid to related parties was $74,500 in the fiscal year 2003 due to an aggressive effort on the part of company management to investigate a variety of potential projects domestically and in African countries other than South Africa. Some of this expense is allocated to existing projects as the efforts are substantially made to enhance their opportunity for success. During the fiscal year 2004 this expense was only $14,000 as the company has taken a more conservative view while it waits for some of the on-going projects to come into fruition.

Gain on sale of subsidiary was $1,239,053 for the fiscal year 2003 and was zero in 2004. Of course, the difference lies solely in the fact that in 2003 the company disposed of its final shareholding in Anooraq Resources Corp and in 2004 there was no such sale.

Interest income (expense) cost the company $10,218 in the fiscal year 2003 but increased to $38,981 in 2004. This increase is directly attributable to an increase in debt financing incurred by the company but is expected to be somewhat reduced by equity financing in the near future.

Liquidity

The Company; is current in its obligations. Although the Company has not yet achieved operating income from its diamond mining operations or tantalum sales, it has sufficient cash on hand and lines of credit available to finance its operations. A scheduled advanced royalty payment on its Ghana gold property is due in the next quarter that should enable the Company to sustain itself until revenues commence.

Net deficit of affiliate
This refers to the net deficit in equity of our affiliate, Titan Processors.

Our strategy in the near future is to focus on developing a substantial share of the world tantalum market and recovering diamonds from the ocean bed off the west coast of South Africa. We believe that our future success will depend on our ability to develop these two businesses and to invest wisely in new businesses.

Income taxes

In situations where a company has experienced net operating losses which cannot be offset through a carryback, the net operating losses may be realized as a carryforward up to 20 years in the future. Due to our substantial development stage losses in earlier years, we have a cumulative net operating loss for which we have recognized a benefit in the current year. However, the Financial Accounting Standards Board



--------------------------------------------------------------------------------
(FASB) has concluded that tax benefits of loss carryforwards should not be recognized until they are actually realized, except in circumstances when realization is assured beyond any reasonable doubt at the time the loss carryforward arises. For this reason, we have recorded as valuation allowance in our accounting records for the future tax benefits of our loss carryforwards. Management believes that the current cumulative net operating loss may be fully realized in the current fiscal year

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our chief executive officer and chief financial officer, conducted an evaluation of our "disclosure controls and procedures" (as defined in Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c)) within 90 days of the filing date of this quarterly report on Form 10QSB (the "Evaluation Date"). Based on their evaluation, our chief executive officer and chief financial officer have concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that all material information required to be filed in this quarterly report on Form 10QSB has been made known to them in a timely fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date set forth above.



--------------------------------------------------------------------------------


PART II - OTHER INFORMATION

Item 1. Legal Proceedings. not applicable.

Item 2. Changes in Securities and Use of Proceeds.
not applicable.

Item 3. Defaults Upon Senior Securities.
not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.
not applicable.

Item 5. Other Information. not applicable.
Item 6. Exhibits and Reports on Form 8-K.

(a) Reports on Form 8-K.
(b) Exhibits. Exhibit 31 - Certifications pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

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




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

Dated: November 19, 2004

PINNACLE RESOURCES, INC



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







--------------------------------------------------------------------------------




302 CERTIFICATION
I, Glen R. Gamble, certify that:

1. I have reviewed the amendment to the quarterly report on Form 10-QSB of Pinnacle Resources, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant`s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 12a-14) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant`s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant`s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant`s auditors and the audit committee of registrant`s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant`s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant`s internal controls over financial reporting.



Date: November 19, 2004 /s/Glen R. Gamble
----------------------------
Glen R. Gamble
President & Chief Executive Officer






302 CERTIFICATION
I, Robert A. Hildebrand, certify that:

1. I have reviewed the amendment to the quarterly report on Form 10-QSB of Pinnacle Resources, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant`s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 12a-14) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant`s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant`s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant`s auditors and the audit committee of registrant`s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant`s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant`s internal controls over financial reporting.



Date: November 19, 2004 /s/Robert A. Hildebrand
----------------------------
Robert A. Hildebrand, CFO







--------------------------------------------------------------------------------




CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of Pinnacle Resources, Inc. (the "Company"), hereby certifies, to such officer`s knowledge, that the amendment to the Company`s Quarterly Report on Form 10-QSB for the three months ended September 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Glen R. Gamble
Glen R. Gamble
President & Chief Executive Officer

November 19, 2004






CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of Pinnacle Resources, Inc. (the "Company"), hereby certifies, to such officer`s knowledge, that the amendment to the Company`s Annual Report on Form 10-QSB for the three months ended September 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Robert A. Hildebrand
Robert A. Hildebrand
Chief Financial Officer



November 19, 2004










--------------------------------------------------------------------------------
End of Filing

© 2004 | EDGAR Online, Inc.

[production_10]

... und das heißt jetzt was genau?
Kann mir das jemand erklären?
lg

[Crsus]

Was Genaues weiß wohl keiner.

Bei einem solchen Kursverlauf kann man sich nur noch wundern. Umsätze heute in USA: 0,07/0,06/0,055/0,06/0,065/0,075/0,08. Insgesamt 151.000 Stück.

[Crsus]

In USA heute + 36 % auf 0,15 USD !!!

[Loewe2004]

Wednesday, December 15, 2004

$ PINNACLE RESOURCES INC filed a S-8 filing

[production_10]

konkurs?

[Loewe2004]

S-8-Filing can be summarized on this site:
Buy stocks of companies that have disciplined plans for achieving dramatic long-term growth in both profits and revenues. Such companies must also have inherent qualities that make it difficult for new entrants into that business to share in such growth.


S-8-Filing prefers to focus on such companies when they are out of favor; i.e., market conditions are not favorable or the financial community does not properly perceive the true worth of such companies.


Hold the stocks that you buy until there has been either a fundamental change in the company`s nature or it has grown to a point where it will no longer be growing at a faster rate than the economy as a whole. He also says that investors should never sell their most attractive stocks for short-term reasons.


If your primary investment goal is long-term appreciation of capital, then you should de-emphasize the importance of dividends.


Recognize that making mistakes is an inherent cost of investing. The important thing is that the investor must be able to recognize such mistakes as soon as possible, understand their causes, and learn from them so they are not repeated. A willingness to take small losses in some stocks while letting profits grow bigger and bigger in your more promising stocks is a sign of good investment management. Don`t just take profits for the satisfaction of taking them.


Realize that there are a relatively small number of truly outstanding companies. Your funds should be concentrated in the most desirable opportunities. "For individuals (in possible contrast to institutions and certain types of funds), any holding of over twenty different stocks is a sign of financial incompetence. Ten or twelve is usually a better number."


An important ingredient of successful investing is to have more knowledge and apply your judgment after thoroughly evaluating specific situations. You should also have the moral courage to act against the crowd when your judgment tells you that you are right.


One of the basic rules of life also applies to successful investing -- success is highly dependent upon a combination of hard work, intelligence, and honesty.


S-8-Filing concludes this book with the following paragraph:

"While good fortune will always play some part in managing common stock portfolios, luck tends to even out. Sustained success requires skill and consistent application of sound principles. Within the framework of my eight guidelines, I believe that the future will largely belong to those who, through self-discipline, make the effort to achieve it S-8-Filing"

[Crsus]

Kapitalerhöhung:

As filed with the Securities and Exchange Commission on December 9,
2004



Registration No. 0-22965

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


PINNACLE RESOURCES, INC.

--------------------------------------------------------------------------------

(Exact name of registrant as specified in its charter)

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




9600 E. Arapahoe Road, Suite 260, Englewood, Colorado 80112


(Address of Principal Executive Offices) (Zip Code)

Pinnacle Resources, Inc. Stock Option Plan

--------------------------------------------------------------------------------

(Full title of the plan)

Glen R. Gamble
9600 E. Arapahoe Road, Suite 260
Englewood, Colorado 80112

--------------------------------------------------------------------------------

(Name and address of agent for service)

[phone]

--------------------------------------------------------------------------------

(Telephone number, including area code, of agent for service)




CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------
Proposed maximum Proposed maximum Aggregate
Title of securities amount to be offering price offering
to be registered registered per share price
registration fee (1)
-------------------------------------------------------------------------------------
Common Stock,
$.00001 Par Value (2) 1,500,000 $0.08 $120,000 $15.20
======================================================================================
TOTALS 1,500,000 $120,000 $15.20
======================================================================================




(1) The fee with respect to these shares has been calculated pursuant to Rule 457 of Regulation C under the Securities Act of 1933, as amended, and based upon the average of the bid and asked price per share of the Registrant`s Common Stock on a date within five (5) days prior to the date of filing of this Registration Statement, as reported on the National Association of Securities Dealers, Inc.`s Electronic Bulletin Board.
(2) To be issued, at the sole discretion of the Registrant, as Direct Shares, or Shares underlying options granted to and to be granted, under the Pinnacle Resources, Inc. Stock Option Plan.









--------------------------------------------------------------------------------


PART I

INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information concerning the Pinnacle Resources, Inc. Stock Option Plan, effective as of April 10, 2001 as amended, required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended, and the statement of availability of registrant information, employee benefit plan annual reports and other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428. In accordance with Rule 428 and the requirements of Part I of Form S-8, these documents are not being filed with the Securities and Exchange Commission either as part of this registration statement on Form S-8 or as prospectuses or prospectus supplements pursuant to Rule 424.

Pinnacle Resources, Inc., a Wyoming corporation, shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, Pinnacle shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.



--------------------------------------------------------------------------------


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The content of Pinnacle` Annual Report on Form 10-K for the year ended June 30, 2004 are incorporated by reference into this registration statement.

All documents filed by Pinnacle with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the termination of the offering shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Pinnacle will provide without charge to each person to whom a copy of this registration statement is delivered, on the written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference into this registration statement, other than certain exhibits to such documents. Requests for such copies shall be directed to Shareholder Relations, Pinnacle Resources, Inc., 9600 E. Arapahoe Road, Suite 260, Englewood, Colorado 80112, telephone [phone].


ITEM 4. DESCRIPTION OF SECURITIES.


COMMON STOCK.
The articles of incorporation of Pinnacle authorize the issuance of 500,000,000 shares of Common Stock, $.00001 par value. The common stock will receive such dividends, if any, as may be declared by the board of directors out of funds legally available for such purposes. Under the Wyoming Business Corporation Act, dividends may be paid to stockholders from a corporation`s excess of its assets over its liabilities, including capital, as computed in accordance with the provisions of Wyoming Business Corporation Act, or in case there shall be no such excess, out of its net profits for the fiscal year then current and the preceding fiscal year, but not otherwise.

Holders of the common stock
- have no conversion rights;
- have no sinking fund rights;
- have no redemption provisions;
- are entitled to one vote per share on all matters submitted to a vote of holders of common stock;
- do not have any cumulative voting rights;
- do not have any preemption rights.

In the event of a liquidation, dissolution or winding-up of Pinnacle, the holders of common stock are entitled to share equally and ratably in the assets of Pinnacle, if any, remaining after the payment of all debts and liabilities of Pinnacle and the liquidation preference of any preferred stock that may be then outstanding. The outstanding common stock is, and the shares to be issued in this offering, when and if issued, will be fully paid and non-assessable.

There is no restriction on alienability of the securities to be registered.

There is no provision discriminating against any existing or prospective holder of the securities as a result of any securities holder owning a substantial amount of securities. Additional authorized but unissued common stock may be issued by Pinnacle` board of directors without the approval of the shareholders.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The articles of incorporation, in accordance with the Wyoming Business Corporation Act provide:

The directors and officers of this corporation shall not be personally liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, so long as the acts or omissions did not involve intentional misconduct, fraud or a knowing violation of law or as a result of the payment of dividends in violation of Wyoming law.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.


ITEM 8. EXHIBITS.




Exhibit Number Description
-------------- -----------

4.1 Pinnacle` articles of
incorporation, as amended, define
the rights of holders of the equity
securities being registered, which
are included as exhibits to
Pinnacle` Form 10, filed with the
SEC File No. 0-22965 (2)






--------------------------------------------------------------------------------


4.2 Pinnacle` bylaws define the
rights of holders of the equity
securities being registered, which
are included as exhibits to the to
Pinnacle` Form 10, filed with
the SEC, File No.
0-22965 (3)

5.1 Opinion of Counsel, Jody M. Walker,
Attorney At Law (1)

10.1 Pinnacle Resources, Inc.
Stock Option Plan adopted by the
Company on April 10, 2001, as
amended on June 8, 2004 (1)

23.1 Consent of Cordovano & Harvey, PC,
Certified Public Accountants (1)

23.2 Consent of Jody M. Walker, Attorney
At Law(4)


(1) Included in this filing.





(2) Incorporated by reference to the Company`s Form 10, File No. 0-22965.
(3) Incorporated by reference to Exhibit 2 to the Company`s Form 10, File No. 0-22965.
(4) Included in Exhibit 5.1.

ITEM 9. UNDERTAKINGS.

Pinnacle hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.



--------------------------------------------------------------------------------
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant`s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan`s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other that the payment by the Company of expenses incurred or paid by a director, officer, or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person of the Company in the successful defense of that action suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Pinnacle certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on the 1st day of December 2004.



--------------------------------------------------------------------------------

PINNACLE RESOURCES, INC.


By: /s/ Glen R. Gamble
----------------------------------------
Glen R. Gamble, President,
Chief Executive Officer and Director





Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.



/s/ Glen R. Gamble 12/1/04
- ------------------------------
Glen R. Gamble
President and Director
(chief executive officer)


/s/ Robert A. Hildebrand 12/1/04
- ------------------------------
Date:
Robert A. Hildebrand
Secretary/Treasurer and Director
(Chief Financial Officer)







--------------------------------------------------------------------------------



OPINION OF COUNSEL, JODY M. WALKER

[JODY M. WALKER - LETTERHEAD]
December 1, 2004

U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549

Re: Pinnacle Resources, Inc. Form S-8 Registration Statement
OPINION OF COUNSEL

Ladies and Gentlemen:


OPINION OF COUNSEL
I have acted as counsel to Pinnacle Resources, Inc. in connection with the preparation and filing of a Registration Statement on Form S-8. The registration statement covers the registration under the Securities Act of 1933, as amended, of 1,500,000 shares of Pinnacle` common stock, $.00100 par value per share, pursuant to Pinnacle` employee and consultant benefit plan entitled the "Pinnacle Resources, Inc. Stock Option Plan," adopted by the board of directors of the Company on April 10, 2001, as amended and restated on June 8, 2004. I have examined the registration statement, Pinnacle` articles of incorporation and bylaws, as amended, and minutes of meetings of its board of directors.

Based upon the foregoing, and assuming that the shares will be issued as set forth in the Plan and registration statement, at a time when effective, and that Pinnacle will fully comply with all applicable securities laws involved under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated pursuant to said Acts, and in those states or foreign jurisdictions in which the shares may be sold, I am of the opinion that, upon proper and legal issuance of the shares according the registration statement and receipt of the consideration to be paid for the shares, the shares will be validly issued, fully paid and nonassessable shares of common stock of Pinnacle. This opinion does not cover any matters related to any re-offer or re-sale of the shares by any Plan Beneficiaries, once properly and legally issued pursuant to the Plan as described in the registration statement.

This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based on our knowledge of the law and facts as of the date hereof.

This opinion does not address or relate to any specific state securities laws. We assume no duty to communicate with the Company in respect to any matter which comes to our attention hereafter.


CONSENT
I consent to the use of this opinion as an exhibit to the registration statement and to the reference to my firm in the prospectus which is made a part of the registration statement.

Sincerely,



/s/ Jody M. Walker
-------------------
Jody M. Walker







--------------------------------------------------------------------------------




PINNACLE RESOURCES, INC.
STOCK OPTION PLAN
APRIL 2001
As amended and restated
On June 8, 2004
SECTION 1. INTRODUCTION

1.1 Establishment. Effective as provided in Section 17, Pinnacle Resources, Inc., a Wyoming corporation (the "Company"), hereby restates this plan of long-term stock-based compensation incentives for selected Eligible Participants of the Company and its affiliated corporations. The plan is known as the Pinnacle Stock Option Plan (the "Plan"). The Plan was adopted by the Company on April 10, 2001 and amended on June 8, 2004.

1.2 Purpose. The purpose of the Plan is to promote the best interest of the Company, and its stockholders by providing a means of non-cash remuneration to selected Eligible Participants who contribute most to the operating progress and earning power of the Company.

SECTION 2. DEFINITIONS

The following definitions shall be applicable to the terms used in the Plan:

2.1 "Affiliated Corporation" means any corporation that is either a parent corporation with respect to the Company or a subsidiary corporation with respect to the Company (within the meaning of Sections 424(e) and (f), respectively, of the Internal Revenue Code).

2.2 "Code" means the Internal Revenue Code of 1986, as it may be amended from time to time.

2.3 "Committee" means a committee designated by the Board of Directors to administer the Plan or, if no committee is so designated, the Board of Directors. Any Committee Member who is also an Eligible Participant may receive a grant only if he abstains from voting in favor of a grant to himself, and the grant is determined and approved by the remaining Committee Members. The Board of Directors, in its sole discretion, may at any time remove any member of the Committee and appoint another Director to fill any vacancy on the Committee.

2.4 "Common Stock" means the Company`s $.00001 par value voting common stock.

2.5 "Company" means Pinnacle Resources, Inc., a Wyoming corporation

2.6 "Effective Date" means the effective date of the Plan, as set forth in Section 17 hereof.

2.7 "Eligible Participant" or "Participant" means any employee, director, officer, consultant, or advisor of the Company who is determined (in accordance with the provisions of Section 4 hereof) to be eligible to receive stock and exercise stock options hereunder.

2.8 "Fair Market Value" means with respect to Common Stock, as of any date, the closing price of a share of Common Stock as reported on such exchange on which the Company`s Common Stock may be listed.

2.9 "Option" means the grant to an Eligible Participant of a right to acquire shares of Restricted Stock of the Company, unless said shares are duly registered, and thus freely tradeable, pursuant to a Grant of Option approved by the Committee and executed and delivered by the Company.

2.10 "Plan" means this Pinnacle Resources, Inc. Stock Option Plan, adopted on April 10, 2001.

2.11 "Registered Stock" means shares of common stock, $.00001 par value, of the Company underlying an Option which, if specified in the written Option are, upon issuance, freely tradeable by virtue of having been registered with the Securities and Exchange Commission under cover of Form S-8, or another appropriate registration statement, and which shares have been issued subject to the "blue sky" provisions of any appropriate state jurisdiction. Special resale restrictions may, however, apply to officers, directors, control shareholders and affiliates of the Company and such persons will be required to obtain an opinion of counsel as regards their ability to resell shares received pursuant to this Plan.

2.12 "Stock" or "Restricted Stock" means shares of common stock, $.00001 par value, of the Company issuable directly under the Plan or underlying the grant of the Option, which are, upon issuance, subject to the restrictions set forth in Section 11 hereof.

Wherever appropriate, words used in the Plan in the singular may mean the plural, the plural may mean the singular, and the masculine may mean the feminine.

SECTION 3. ADOPTION AND ADMINISTRATION OF THE PLAN

The Plan was adopted on April 10, 2001 and amended and restated on June 8, 2004. In the absence of contrary action by the Board of Directors, and except for action taken by the Committee pursuant to Section 4 in connection with the determination of Eligible Participants, any action taken by the Committee or by the Board of Directors with respect to the implementation, interpretation or administration of the Plan shall be final, conclusive and binding.

SECTION 4. ELIGIBILITY AND AWARDS

The Committee shall determine at any time and from time to time after the effective date of the Plan: (i) the Eligible Participants; (ii) the number of shares of Common Stock issuable directly or to be granted pursuant to an Option which an Eligible Participant may exercise; (iii) the price per share at which each option may be exercised, in cash or cancellation of fees for services for which the Company is liable, if applicable, or the value per share if a direct issue of stock; and (iv) the terms on which each option may be granted. Such determination, as may from time to time be amended or altered at the sole discretion of the Committee. Notwithstanding the provisions of Section 3 hereof, no such determination by the Committee shall be final, conclusive and binding upon the Company unless and until the Board of Directors has approved the same; provided, however, that if the Committee is composed of a majority of the persons then comprising the Board of Directors of the Company, such approval by the Board of Directors shall not be necessary.

SECTION 5. GRANT OF OPTION

Subject to the terms and provisions of this Plan, the terms and conditions under which an Option may be granted to an Eligible Participant shall be set forth in a written agreement (i.e., a Consulting Agreement, Services Agreement, Fee Agreement, or Employment Agreement) or as written Grant of Option hereunder shall be in the form attached hereto as Exhibit A and made a part hereof and containing such modifications thereto and such other provisions as the Committee, in its sole discretion, may determine. Notwithstanding the foregoing provisions of this Section 5, each Grant of Option shall incorporate the provisions of this Plan by reference.

SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK

The total number of shares of Common Stock reserved for issuance by the Company either directly or underlying Options granted under this Plan shall not be more than 2,500,000. The total number of shares of Common Stock reserved for such issuance may be increased only by a resolution adopted by the Board of Directors and amendment of the Plan. Such Common Stock may be authorized and unissued or reacquired common stock of the Company.

SECTION 7. PURCHASE OF SHARES OF COMMON STOCK

7.1 As soon as practicable after the determination by the Committee and approval by the Board of Directors (if necessary, pursuant to Section 4 hereof) of the Eligible Participants and the number of shares an Eligible Participant may be issued directly or granted pursuant to an Option, the Committee shall give notice (written or oral) thereof to each Eligible Participant, which notice may be accompanied by the Grant of Option, if appropriate, to be executed by such Eligible Participant. Upon receipt, an Eligible Participant may exercise his right to an Option to purchase Common Stock by providing written notice as specified in the Grant of Option.

7.2 The negotiated cost basis of stock issued directly or the exercise price for each option to purchase shares of Common Stock pursuant to paragraph 7.1 shall be as determined by the Committee, it being understood that the price so determined by the Committee may vary from one Eligible Participant to another. In computing the negotiated direct issue price or the Option exercise price of a share of Common Stock, the Committee shall take into consideration, among other factors, the restrictions set forth in Section 11 hereof.

SECTION 8. PAYMENT UPON EXERCISE OF OPTION OR DIRECT ISSUANCE

The Committee shall determine the terms of the Grant of Option and the exercise price or direct issue price for payment by each Participant for his shares of Common Stock granted thereunder. Such terms shall be set forth or referred to in the Grant of Option or Board Resolution authorizing the share issuance. The terms and/or exercise price so set by the Committee may vary from one Participant to another. In the event that all the Committee approves an Option grant permitting deferred payments, the Participant`s obligation to pay for such Common Stock shall be evidenced by a Promissory Note executed by such Participant and containing such modifications thereto and such other provisions as the Committee, in its sole discretion, may determine.

SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE

The Company shall deliver to or on behalf of each Participant such number of shares of Common Stock as such Participant elects to purchase upon direct issuance or upon exercise of the Option. Such shares, which shall be fully paid and nonassessable upon the issuance thereof (unless a portion or all of the purchase price shall be paid on a deferred basis) shall be represented by a certificate or certificates registered in the name of the Participant and stamped with an appropriate legend referring to the restrictions thereon, if any, as may be set forth in the Grant of Option. Subject to the terms and provisions of the Wyoming Business Corporation Act and the Grant of Option to which he is a party, a Participant shall have all the rights of a stockholder with respect to such shares, including the right to vote the shares and to receive all dividends or other distributions paid or made with respect thereto (except to the extent such Participant defaults under the promissory note, if any, evidencing the deferred purchase price for such shares), provided that such shares shall be subject to the restrictions hereinafter set forth. In the event of a merger or consolidation to which the Company is a party, or of any other acquisition of a majority of the issued and outstanding shares of common stock of the Company involving an exchange or a substitution of stock of an acquiring corporation for common stock of the Company, or of any transfer of all or substantially all of the assets of the Company in exchange for stock of an acquiring corporation, a determination as to whether the stock of the acquiring corporation so received shall be subject to the restrictions set forth in Section 11 shall be made solely by the acquiring corporation.

SECTION 10. RIGHTS OF EMPLOYEES; PARTICIPANTS

10.1 Employment. Nothing contained in the Plan or in any Stock Option, Restricted Stock award or other Common Stock award granted under the Plan shall confer upon any Participant any right with respect to the continuation of his or her employment by the Company or any Affiliated Corporation, or interfere in any way with the right of the Company or any Affiliated Corporation, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of a Stock Option or other Common Stock award. Whether an

authorized leave of absence, or absence in military or government service, shall constitute termination of employment shall be determined by the Committee at the time.

10.2 Non-transferability. No right or interest of any Participant in a Stock Option award shall be assignable or transferable during the lifetime of the Participant, either voluntarily or involuntarily, or subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. In the event of a Participant`s death, a Participant`s rights and interest in Stock Option awards shall be transferable by testamentary will or the laws of descent and distribution, and payment of any amounts due under the Plan shall be made to, and exercise of any Stock Options may be made by, the Participant`s legal representatives, heirs or legatees. If in the opinion of the Committee a person entitled to payments or to exercise rights with respect to the Plan is unable to care for his or her affairs because of mental condition, physical condition, or age, payment due such person may be made to, and such rights shall be exercised by, such person`s guardian, conservator or other legal personal representative upon furnishing the Committee with evidence satisfactory to the Committee of such status.

SECTION 11. GENERAL RESTRICTIONS

11.1 Investment Representations. The Company may require any person to whom a Stock Option, Restricted Stock award, or other Common Stock award is granted, as a condition of exercising such Stock Option, or receiving such Restricted Stock award, or other Common Stock award, to give written assurances in substance and form satisfactory to the Company and its counsel to the effect that such person is acquiring the Common Stock subject to the Stock Option, Restricted Stock award, or other Common Stock award for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws.

11.2 Compliance with Securities Laws. Each Stock Option shall be subject to the requirement that if at any time counsel to the Company shall determine that the listing, registration or qualification of the shares subject to such Stock Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Stock Option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification.

11.3 Changes in Accounting Rules. Notwithstanding any other provision of the Plan to the contrary, if, during the term of the Plan, any changes in the financial or tax accounting rules applicable to Stock Options, Restricted Stock awards or other Common Stock awards shall occur that, in the sole judgment of the Committee, may have a material adverse effect on the reported earnings, assets or liabilities of the Company, the Committee shall have the right and power to modify as necessary, or cancel, any then outstanding and unexercised Stock Options, any then outstanding Restricted Stock awards as to which the applicable employment restriction has not been satisfied and any other Common Stock awards.

SECTION 12. WITHHOLDING REQUIREMENT

The Company`s obligations to deliver shares of Common Stock upon the exercise of any Stock Option granted under the Plan or pursuant to any other Common Stock award, shall be subject to the Participant`s satisfaction of all applicable federal, state and local income and other tax withholding requirements. The Company may, in its sole discretion, withhold the appropriate number of shares of Common Stock from Participant`s option exercise to satisfy such tax requirements.

SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES

In the event that, at any time or from time to time, any shares of Common Stock are sold, exchanged, assigned or transferred to any party (other than the Company) pursuant to the provisions of
Section 10.2 hereof, such party shall take such shares of Common Stock pursuant to all provisions and conditions of this Plan, and, as a condition precedent to the transfer of such shares of Common Stock, such party shall agree (for and on behalf of himself or itself, his or its legal representatives and his or its transferees and assigns) in writing to be bound by all provisions of this Plan.

SECTION 14. COSTS AND EXPENSES

All costs and expenses with respect to the adoption, implementation, interpretation and administration of the Plan shall be borne by the Company.

SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY

Unless otherwise consented to by the Company in writing or unless otherwise required by law, the shares of Restricted Stock issuable upon exercise of the Option which are held by a Participant shall not be adjusted in any manner for: (i) a subdivision or combination of any of the shares of capital stock of the Company; (ii) a dividend payable in shares of capital stock of the Company; (iii) a reclassification of any shares of capital stock of the Company; or (iv) any other change in the capital structure of the Company.

SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION

The Board, upon recommendation of the Committee or at its own initiative, at any time may terminate and at any time and from time to time and in any respect, may amend or modify the Plan, including:

(a) Increase the total amount of Common Stock that may be awarded under the Plan, except as provided in Section 15 of the Plan;

(b) Change the classes of Eligible Employees from which Participants may be selected or materially modify the requirements as to eligibility for participation in the Plan;

(c) Increase the benefits accruing to Participants; or

(d) Extend the duration of the Plan.

Any Stock Option or other Common Stock award granted to a Participant prior to the date the Plan is amended, modified or terminated will remain in effect according to its terms unless otherwise agreed upon by the Participant; provided, however, that this sentence shall not impair the right of the Committee to take whatever action it deems appropriate under Section 11 or Section 15. The termination or any modification or amendment of the Plan shall not, without the consent of a Participant, affect his rights under a Stock Option, Restricted Stock Award or other Common Stock award previously granted to him. With the consent of the Participant, the Committee may amend outstanding option agreements in a manner not inconsistent with the Plan. The Board shall have the right to amend or modify the terms and provisions of the Plan and of any outstanding Stock Options granted under the Plan.

SECTION 17. EFFECTIVE DATE OF THE PLAN

17.1 Effective Date. The Plan is effective as of April 10, 2001, the date it was adopted by the Board of Directors of the Company.

17.2 Duration of the Plan. The Plan shall terminate at midnight on April 10, 2011, which is the day before the fifth anniversary of the Effective Date, and may be extended thereafter or terminated prior thereto by action of the Board of Directors; and no Stock Option, Restricted Stock Award or other Common Stock award shall be granted after such termination. Stock Options, Restricted Stock Awards and other Common Stock awards outstanding at the time of the Plan termination may continue to be exercised, or become free of restrictions, in accordance with their terms.

SECTION 18. BURDEN AND BENEFIT

The terms and provisions of this Plan shall be binding upon, and shall inure to the benefit of, each Participant, his executives or administrators, heirs, and personal and legal representatives.


Dated the 8th day of June 2004.

PINNACLE RESOURCES, INC.


By: /s/ Glen R. Gamble
--------------------------
Glen R. Gamble, President
ATTEST:
/s/ Robert A. Hildebrand
--------------------------------
Robert A. Hildebrand, Secretary






EXHIBIT A
FORM OF
GRANT OF OPTION PURSUANT TO THE
PINNACLE RESOURCES, INC. STOCK OPTION PLAN
Pinnacle Resources, Inc., a Wyoming corporation (the "Company"), hereby grants to ________________________________ ("Optionee") an option to purchase ___________ shares of common stock, $.00001 par value (the "Shares") of the Company at the purchase price of $______ per share (the "Purchase Price") in accordance with and subject to the terms and conditions of the Pinnacle Stock Option Plan. This option is exercisable in whole or in part, and upon payment in cash or cancellation of fees, or other form of payment acceptable to the Company, to the offices of the Company at 9600 East Arapahoe Road, Suite 260, Englewood, Colorado 80112. This Grant of Option form supersedes and replaces any prior notice of option grant, description of vesting terms or similar documents previously delivered to Optionee for options granted on the date stated below.

Unless otherwise set forth in a separate employment or consulting agreement executed prior to April 10, 2001, in the event that Optionee`s employee or consultant status with the Company or any of its subsidiaries ceases or terminates for any reason whatsoever, including, but not limited to, death, disability, or voluntary or involuntary cessation or termination, this Grant of Option shall terminate with respect to any portion of this Grant of Option that has not vested prior to the date of cessation or termination of employee or consultant status, as determined in the sole discretion of the Company. In the event of termination for cause, this Grant of Option shall immediately terminate in full with respect to any un-exercised options, and any vested but un-exercised options shall immediately expire and may not be exercised. Unless otherwise set forth in a separate employment or consulting agreement, vested options must be exercised within one (1) year after the date of termination (other than for cause), notwithstanding the Expiration Date set forth above.

Subject to the preceding paragraph, this Grant of Option, or any portion hereof, may be exercised only to the extent vested per the attached schedule, and must be exercised by Optionee no later than ______________________ (the "Expiration Date") by (i) notice in writing, sent by facsimile copy to the Company at its address set forth above; and (ii) payment of the Purchase Price of a minimum of $1,000 (unless the Purchase price for the exercise of all vested options available to be exercised totals less than $1,000) pursuant to the terms of this Grant of Option and the Company`s Employee Benefit and Consulting Services Compensation Plan. Any portion of this Grant of Option that is not exercised on or before to the Expiration Date shall lapse. The notice must refer to this Grant of Option, and it must specify the number of shares being purchased, and recite the consideration being paid therefor. Notice shall be deemed given on the date on which the notice is delivered to the Company by facsimile transmission bearing an authorized signature of Optionee.

This Option shall be considered validly exercised once payment therefore has cleared the banking system or the Company has issued a credit memo for services in the appropriate amount, or receives a duly executed acceptable promissory note, if the Option is granted with deferred payment, and the Company has received written notice of such exercise.

If Optionee fails to exercise this Option in accordance with this Agreement, then this Agreement shall terminate and have no force and effect, in which event Optionor and Optionee shall have no liability to each other with respect to this Grant of Option.

This Option may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

The validity, construction and enforceability of this Grant of Option shall be construed under and governed by the laws of the State of Wyoming, without regard to its rules concerning conflicts of laws, and any action brought to enforce this Grant of Option or resolve any controversy, breach or disagreement relative hereto shall be brought only in a court of competent jurisdiction in the State of Wyoming.

Unless otherwise set forth in a separate employment or consulting agreement, the shares of stock issuable upon exercise of the Option (the "Underlying Shares") are not subject to adjustment due to any changes in the capital structure of the Company as set forth in
Section 15 of the Plan. Further, the Underlying Shares may not be sold, exchanged, assigned, transferred or permitted to be transferred, whether voluntarily, involuntarily or by operation of law, delivered, encumbered, discounted, pledged, hypothecated or otherwise disposed of until (i) the Underlying Shares have been registered with the Securities and Exchange Commission pursuant to an effective registration statement on Form S-8, or such other form as may be appropriate, in the discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the Company, has been received, which opinion sets forth the basis and availability of any exemption for resale or transfer from federal or state securities registration requirements.

The Underlying Shares ___________________ [insert appropriate language: "have" or "have not"] been registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-8.

This Grant of Option relates to options granted on____________________, 20___.


PINNACLE RESOURCES, INC.

BY THE BOARD OF DIRECTORS
OR A SPECIAL COMMITTEE THEREOF

NOT FOR EXECUTION
By:



NOT FOR EXECUTION
By:



NOT FOR EXECUTION
By:


OPTIONEE:

NOT FOR EXECUTION



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PINNACLE STOCK OPTION PLAN (4/01, as amended 6/04)
GRANT OF OPTION PURSUANT TO THE PINNACLE RESOURCES, INC. STOCK OPTION PLAN, DATED APRIL 10, 2001, AS AMENDED AND RESTATED ON JUNE 8, 2004.


OPTIONEE: -----------------------------

OPTIONS GRANTED: -----------------------------

PURCHASE PRICE: $ per Share
------

DATE OF GRANT: -----------------------------

EXERCISE PERIOD: to
------------ -----------

EXERCISED TO DATE: INCLUDING THIS EXERCISE
-------------
BALANCE TO BE EXERCISED:
-------------





FORM OF SUBSCRIPTION
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: Pinnacle Resources, Inc. ("Optionor")

The undersigned, the holder of the Option described above, hereby irrevocably elects to exercise the purchase rights represented by such Option for, and to purchase thereunder, ___________ shares of the Common Stock of Pinnacle Resources, Inc., and herewith makes payment of _____________ therefor. Optionee requests that the certificates for such shares be issued in the name of Optionee and be delivered to Optionee at the address of



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____________________________________________________________________, and if such shares shall not be all of the shares purchasable hereunder, represents that a new Subscription of like tenor for the appropriate balance of the shares, or a portion thereof, purchasable under the Grant of Option pursuant to the Pinnacle Resources, Inc. Stock Option Plan, be delivered to Optionor when and as appropriate.

OPTIONEE:

NOT FOR EXECUTION
Dated:



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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on Form S-8 of our report dated August 30, 2004 appearing in the Annual Report on Form 10-KSB of Pinnacle Resources, Inc. for the year ended June 30, 2004 and to the references to our Firm under the heading "Experts" in this Registration Statement.



/s/ Cordovano & Harvey, PC
Denver, Colorado
December 1, 2004