United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10Q SB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended December 31 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT
Commission file Number 0 - 52017
HIGH END VENTURES, INC.
Exact name of small business issuer as specified in its charter
Colorado 20-3437301
(State or other jurisdiction of
I.R.S. Employer
incorporation or organization)
Identification Number
1066 West Hastings Street, Suite 2610, Vancouver, BC v6e 3x2
(Address of principal executive office)
(604) 602.1717
Issuer's telephone number
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS
Check whether the registrant 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 ____ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Issuer's
Common equity as of the last practicable date: 15,850,000 shares
Transitional Small Business Disclosure Format (check one) Yes ___ No X
Item 1.
HIGH END VENTURES, INC.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
December 31, 2006
(Unaudited)
2
HIGH END VENTURES, INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
AS AT DECEMBER 31, 2006
(UNAUDITED)
ASSETS | | |
| | December 31, | September 30, |
| | 2006 | 2006 |
| | | |
Current Assets: | | |
Cash | $ - | $ 13,976 |
| | | |
Total Assets | $ - | $ 13,976 |
| | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | |
| | | |
Current Liabilities: | - | - |
Total Current Liabilities | - | - |
| | | |
Stockholders' Equity (Deficit): | | |
Preferred stock, $.001 par value; authorized 10,000,000, none issued | - | - |
Common stock, $.001 par value; 100,000,000 shares authorized | | |
15,850,000 shares issued and outstanding at both December 31, 2006 | | |
and September 30, 2006 | 15,850 | 15,850 |
Additional paid in capital | 47,650 | 47,650 |
Deficit accumulated during the exploration stage | (63,500) | (49,524) |
| | | |
Total Stockholders' Equity (Deficit) | - | 13,976 |
| | | |
Total Liabilities and Stockholders' Equity (Deficit) | $ - | $ 13,976 |
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
F-2
3
HIGH END VENTURES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE THREE MONTH INTERIM PERIOD ENDED DECEMBER 31, 2006
AND FOR THE PERIOD JANUARY 19, 1999 (INCEPTION)
THROUGH DECEMBER 31, 2006
(UNAUDITED)
| | | | |
| | | | From January 19, 1999 |
| | For the three months ended | For the three months ended | (Date of Inception) through |
| | December 31, 2006 | December 31, 2005 | December 31, 2006 |
| | | | |
Revenue: | $ - | $ - | $ - |
Total Revenue | | |
- |
| | | | |
Operating Expenses: | | | |
Exploration costs | | 17,000 | 17,000 |
General & administrative | 13,976 | 12,006 | 46,500 |
Total Operating Expenses | - | 5,002 | 63,500 |
| | | | |
NET (LOSS) | (13,976) | $ (29,006) | $ (63,500) |
| | | | |
Weighted Average Shares | | | |
Common Stock Outstanding | 15,850,000 | 2,,250,000 | |
| | | | |
Net Loss Per Share | | | |
(Basic and Fully Dilutive) | (0.00) | (0.00) | |
THE ATTACHED NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
F-3
4
HIGH END VENTURES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH INTERIM PERIOD ENDED DECEMBER 31, 2006
AND FOR THE PERIOD JANUARY 19, 1999 (INCEPTION)
THROUGH DECEMBER 31, 2006
(UNAUDITED)
| | | | From January 19, 1999 |
| | For the three months | For the three months | (Inception) |
| | ended December 31, | ended December 31, | to December 31, |
| | 2006 | 2005 | 2006 |
Cash Flows Used in Operating Activities: | | | |
Net Loss | $ (13,976) | $ (5,002) | $ (63,500) |
Adjustments to reconcile net (loss) to net | | | |
cash provided by operating activities: | | | |
Issuance of stock for services rendered | - | - | 500 |
Issuance of stock for mineral claims - exploration costs | | 12,000 | 12,000 |
| | | | |
Net Cash Used in Operating Activities | 13,976) | (17,006) | (51,000) |
Cash Flows from Investing Activities: | - | - | - |
Net Cash Used in Investing Activities | - | - | - |
| | | | |
Cash Flows from Financing Activities: | | | |
Payment of stock subscription receivable | - | 24,000 | 24,000 |
Issuance of common stock for cash | - | - | 27,000 |
Net Cash Provided by Financing Activities | - | 24,000 | 51,000 |
| | | | |
Net Increase (Decrease) in Cash | (13,976) | 6,994 |
- |
| | | | |
Cash at Beginning of Period | 13,976 | 6,000 | - |
| | | | |
Cash at End of Period | $ - | $ 12,994 | $ - |
| | | | |
Non-cash investing and financing activities | | | |
Issuance of stock for stock subscriptions receivable | $ - | $ - | $ 24,000 |
Issuance of stock for mineral claims | $ - | $ - | $ 12,000 |
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
F-4
5
HIGH END VENTURES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
AS AT DECEMBER 31, 2006
NOTE 1. BASIS OF PRESENTATION
The interim financial statements of High End Ventures, Inc. (the Company) for the six months ended December 31, 2006 and 2005 are not audited. The financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America.
In the opinion of management, the accompanying financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of December 31, 2006 and the results of operations and cash flows for the three months ended December 31, 2006 and 2005 The results of operations for the three months ended December 31, 2006 and 2005 are not necessarily indicative of the results for a full year period.
NOTE 2 – NATURE AND PURPOSE OF BUSINESS
High End Ventures, Inc. (the “Company”) was incorporated under the laws of the State of Colorado on January 19, 1999. The Company’s activities to date have been limited to organization and capital formation. The Company is “an exploration stage company” and has not yet determined the nature of its business activities. The Company has elected September 30 as the end of its fiscal year.
NOTE 3 – NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.
REVENUE RECOGNITION
The Company considers revenue to be recognized at the time the service is performed.
USE OF ESTIMATES
The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the year the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.
EARNINGS PER SHARE
Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the assumed exercise of common stock equivalents would have an anti-dilutive effect.
INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes as required by SFAS No. 109 “Accounting for Income Taxes”. SFAS 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minu s the change during the period in deferred tax assets and liabilities.
Deferred income taxes may arise from temporary differences resulting from income and expanse items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company had no significant deferred tax items arise during any of the periods presented.
CONCENTRATION OF CREDIT RISK:
The Company does not have any concentration of related financial credit risk.
RECENT ACCOUNTING PRONOUNCEMENTS:
The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact to its financial statements.
NOTE 4 – MINERAL CLAIM
The Company entered into an agreement on October 31, 2005 to acquire a 100% interest in a mineral claim located in the Victoria Mining District in British Columbia, Canada. The claim was acquired for $5,000 in cash and 600,000 shares of common stock valued at $12,000. The purchase price of the claim approximated the historical cost basis of the previous owner of the claim. Management has made a determination that the cost of the mineral claim will not be recovered and therefore the purchase price of $17,000 has been charged to current operations as exploration costs.
NOTE 5 – COMMON STOCK
The Company issued 10,000,000 shares of its common stock on May 6, 2005 to two shareholders in exchange for services rendered valued at $1,000.
The Company issued 5,000,000 shares of its common stock on September 24, 2005 valued at $500 for partial payment of the purchase of three mineral claims (see Note 3).
During the six month period ended September 30, 2006 the Company issued 37,000,000 shares of its common stock in exchange for cash. The shares were valued at $.001 per share for an aggregate value of $37,000.
The financial statements have been prepared retroactively from the date of inception reflecting the stock splits and change in the number of authorized shares.
NOTE – 7 GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles and contemplate continuation of the Company as a going concern.
The Company has incurred losses since inception and has not been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Continuance of the Company as a going concern is dependent upon obtaining additional working capital through loans and/or addition sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or achieving profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Item 2.
Managements discussion and Plan of Operations
The Corporation is a Colorado corporation incorporated on January 19, 1999, with executive offices located in Vancouver, British Columbia. We were primarily engaged in exploration activities designed to identify economically viable deposits of precious metals. The Corporation executed of a letter of intent on September 21, 2006 to acquire Electrolinks Corporation.
On October 23, 2006, the Corporation’s board of directors approved resolutions to file an amendment to our articles of incorporation and to approve the execution of the Securities Exchange Agreement and Plan of Exchange. The measures recited by the board of directors included a call for shareholders action to approve these resolutions.
On December 19, 2006, the holders of a majority of the outstanding shares of the Corporation’s common stock entitled to vote executed a written consent in accordance with the provisions set forth in Title 7, Article 107, Section 104 of the Colorado Revised Statutes and Article III, Section I of the Corporation’s bylaws that approved the amendment to our articles of incorporation and approved the execution of the Securities Exchange Agreement and Plan of Exchange.
On completing the acquisition of Electrolinks the Corporation intends to abandon any further mineral exploration activities.
ELECTROLINKS CORPORATION
Electrolinks is an Ontario corporation incorporated on March 24, 2004, pursuant to the Canada Business Corporations Act, with executive offices located in Toronto, Canada. Electrolinks is focused on “Smart Grid” applications for power utilities and buildings in addition to delivering Broadband over Power Line (BPL) services over any form of existing electrical infrastructure.
Electrolinks’ audit expressed substantial doubt as to Electrolinks’ ability to continue as a going concern due to (i) losses of approximately $1,248,000 and $1,442,000 for the periods ended December 31, 2006 and 2005, respectively, (ii) negative cash flows from operations for each of the periods ended December 31, 2006 and 2005, and (iii) a working capital deficiency of approximately $1,233,000 at December 31, 2006. Electrolinks’ future revenues are dependent on increasing sales and providing support services for the BPL products it sells to its customers.
THE ACQUISITION
The Corporation’s board of directors executed a resolution requiring that stockholders approve the execution of the Agreement between the Corporation and Electrolinks whereby the Corporation will acquire 100% of the outstanding ownership or right to ownership of Electrolinks. The stockholders approved the Agreement on December 19, 2006 and authorized the Corporation’s officers to close the transaction subject to the terms and conditions provided therein. The consummation of the Agreement will cause the Corporation to acquire Electrolinks as a wholly owned subsidiary and to abandon any further precious metals exploration. The Corporation’s focus will then sift to “Smart Grid” applications for power utilities and delivering BPL services over any form of existing electrical infrastructure.
TERMS OF THE TRANSACTION
The Agreement
Upon the terms and subject to the conditions of the Agreement, the Corporation will exchange an aggregate of 20,500,000 shares of the Corporation’s common stock for an aggregate of 41,000,000 shares of Electrolinks on a pro rata basis, entitling each stockholder of Electrolinks to one half (½) share of the Corporation’s common stock for each one (1) whole share of Electrolinks.
CLOSING OF THE TRANSACTION
The closing of the Agreement was scheduled to take place March 5, 2007 and again on or before June 30, 2007, at the offices of Electrolinks Corporation. As of July 10, 20 07 the closing has not taken place but is awaiting final approval from the SEC. A complete copy of the Agreement and attendant exhibits filed on Form 14C of the Securities and Exchange Act is attached to this filing as Exhibit 99.1
Item 3. (1)
Controls and Procedures
The Company's management, including the Chief Executive Officer and Chief Financial Officer conducted an evaluation of the Company's disclosure controls and procedures as of a date within 90 days of the filing of this report on Form 10-QSB. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have determined that such controls and procedures are designed to ensure that material information relating to the Company is made known to them, particularly during the period in which this Form 10-QSB was being prepared. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 5. Other Events
Subsequent to the reporting period covered by this report, Thomas Forzani, on June 6, 2007 resigned as President and as a director and Nadir Walji, director and Secretary /Treasurer assumed the duties of President and Chief Executive Officer. A report of Form 8K dated June 6, 2007 is included as Exhibit 99.1 of this report.
Item 6. Exhibits and Reports on Form 8K
Exhibit 31.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.
Exhibit 31.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.
Exhibit 32.2 Certifications of CEO And CFO Pursuant To Section 906 Of The Sarbanes-Oxley Act
Exhibit 99.1 Report on Form 8K.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
HIGH END VENTURES, INC.
Dated July 10, 2007
/S/ Nadir Walji
Nadir Walji, President, Secretary/Treasurer, Director and Principal Accounting Officer
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