LNPR (NAEI) 10-Q 2014 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended   

September 30, 2014

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-54171

HIGH DESERT ASSETS, INC.

(Formerly known as Univest Tech, Inc.)

 (Exact Name of Small Business Issuer as specified in its charter)

Colorado	26-1381565
(State or other jurisdiction)	(IRS Employer File Number)

6501 E. Greenway Pkwy. #103-412

Scottsdale, AZ 85254

(Address of principal executive offices)

 (954) 722-1300 ext. 105

 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes o  No þ

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer   o (Do not check if a smaller reporting company)	Smaller reporting company  þ

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

As of November 14, 2014, the Company had 23,660,625 shares of common stock issued and outstanding.

 

- 1 -

FORM 10-Q

HIGH DESERT ASSETS, INC.

(FORMERLY UNIVEST TECH, INC.)

TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION
Item 1. Financial Statements for the period ended September 30, 2014
Consolidated Balance Sheet (Unaudited)	3
Consolidated Statements of Operations (Unaudited)	4
Consolidated Statements of Cash Flows (Unaudited)	5
Notes to Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3. Quantitative and Qualitative Disclosures About Market Risk	12
Item 4. Controls and Procedures	12
PART II  OTHER INFORMATION
Item 1. Legal Proceedings	13
Item 1A. Risk Factors	13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3. Defaults Upon Senior Securities	13
Item 4. Mine Safety Disclosures	13
Item 5. Other Information	13
Item 6. Exhibits	13
Signatures	14

- 2 -

PART I FINANCIAL INFORMATION

References in this document to "us," "we," or "Company" refer to HIGH DESERT ASSETS, INC.

ITEM 1. FINANCIAL STATEMENTS

HIGH DESERT ASSETS, INC.

(FKA UNIVEST TECH, INC.)

  CONSOLIDATED BALANCE SHEETS

ASSETS
	Unaudited
	September 30,			December 31,
	2014			2013
Current Assets
Cash	$	539		$	539
TOTAL ASSETS	$	539		$	539
LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES
Current liabilities
Accounts payable	$	3,945		$	10,575
Derivative liability		-			12,045
Interest payable		-			18,271
Notes payable-related party		-			84,000
TOTAL LIABILITIES		3,945			124,891
SHAREHOLDERS' DEFICIT
Preferred stock, par value $.10 per share;  Authorized
1,000,000 shares; issued and outstanding -0- shares.		-			-
Common Stock, par value $.001 per share;  Authorized
250,000,000 shares; issued and outstanding 207,400,500 shares.		207,401			207,401
Capital paid in excess of par value		9,486			(133,713	)
Accumulated  deficit		(220,293	)		(198,040	)
TOTAL SHAREHOLDERS' DEFICIT		(3,406	)		(124,352	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	539		$	539

The accompanying notes are an integral part of these unaudited consolidated financial statements

- 3 -

HIGH DESERT ASSETS, INC.

(FKA UNIVEST TECH, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Unaudited			Unaudited			Unaudited			Unaudited
	Three Months			Three Months			Nine Month			Nine Month
	Ended			Ended			Period Ended			Period Ended
	September 30,			September 30,			September 30,			September 30,
	2014			2013			2014			2013
Revenue	$	-		$	-		$	-		$	-
General and administrative expenses
Accounting		4,150			3,000			5,300			3,500
Consulting		-			1,000			-			1,000
Office		(135	)		-			4,174			3,330
Legal and professional fess		-			1,350			10,000			-
Stock transfer fees		1,250			297			1,891			891
Total expenses		5,265			5,647			21,365			8,721
Loss from operations		(5,265	)		(5,647	)		(21,365	)		(8,721	)
Other income (expense)
Change  in fair value of derivatives		-			(11,255	)		-			(12,045	)
Debt release		-			-			664			-
Interest		-			(5,407	)		(1,552	)		(9,187	)
Total other  (expense), net		-			(16,662	)		(888	)		(21,232	)
Net (loss)	$	(5,265	)	$	(22,309	)	$	(22,253	)	$	(29,953	)
Basic (Loss) Per Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares
Outstanding		207,400,500			207,400,500			207,400,500			207,400,500

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements

- 4 -

HIGH DESERT ASSETS, INC.

(FKA UNIVEST TECH, INC.)

  CONSOLIDATED STATEMENTS OF CASH FLOWS

	Unaudited			Unaudited
	Nine Month			Nine Month
	Period Ended			Period Ended
	September 30,			September 30,
	2014			2013
Net Loss	$	(22,253	)	$	(29,953	)
Adjustments to reconcile decrease in net assets to net cash
provided by operating activities:
Gain on settlement of debt		664			-
Change in fair value of derivative liability		-			12,045
Increase (Decrease) in accounts payable		20,037			2,721
Increase (Decrease) in interest payable		1,552			4,187
Cash used in operating activities		-			(11,000	)
Cash flows from investing activities:
Net cash used in investing activities		-			-
Cash flows from financing activities:
Proceeds from notes payable		-			10,000
Net cash provided by financing activities		-			10,000
Net change in cash		-			(1,000	)
Cash at beginning of period		539			1,539
Cash at end of period	$	539		$	539
Supplemental disclosure information:
During the period ended June 30, 2014, the Company reclassified $12,045 from derivative liability to capital paid in excess
of par.
During the period ended June 30, 2014, the Company recorded $127,654 of Capital paid in excess of par in connection
with payments of notes payable related party, accounts payable, and interest payable.

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements

- 5 -

HIGH DESERT ASSETS, INC.

(FORMERLY UNIVEST TECH, INC.)

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS

ENDED SEPTEMBER 30, 2014

(UNAUDITED)

Note 1 – Summary of Significant Accounting Policies

This summary of significant accounting policies is presented to assists the reader in understanding and evaluating the Company’s consolidated financial statements.  The financial statements and notes are the representations of the Company’s management, which is responsible for their integrity and objectivity.  The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Basis of Presentation

The accompanying (a) condensed consolidated balance sheet at December 31, 2013 has been derived from audited statements and (b) the interim unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8 of SEC Regulation S-X. These condensed financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2013, included in the Company’s Form 10-K.

The condensed financial statements included herein as of and for the three and nine months ended September 30, 2014 and 2013 are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of the Company’s management, are necessary to present fairly the condensed financial position of the Company as of September 30, 2014, the condensed results of its operations for the three and nine months ended September 30, 2014 and 2013, and the condensed cash flows for the nine months ended September 30, 2014 and 2013. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year or any future interim periods.

Organization

High Desert Assets, Inc., formerly Univest Tech, Inc. (the “Company”), was incorporated in the State of Colorado on November 6, 2007. The Company was formed to develop and market music based on technology solutions. The Company may also engage in any business that is permitted by law, as designated by the board of directors of the Company.  On September 25, 2014, the Company entered into an assignment agreement with Canyon Farms, LLC, an Arizona limited liability company, which was formed by a member of the Company’s board of directors and became a wholly-owned subsidiary in order to purchase land (see Note 5) on such date.  The subsidiary has no assets or liabilities as of September 30, 2014 and there was no cost to the Company in connection with the assignment.

Principles of Consolidation

The unaudited financial statements of High Desert Assets, Inc. have been prepared in accordance with GAAP and include the accounts of High Desert Assets, Inc. and its wholly owned subsidiary, Canyon Farms, LLC, for the three and nine months ended September 30, 2014 and 2013 (Canyon Farms since September 25, 2014).  All significant inter-company transactions and balances have been eliminated in consolidation.  Any reference herein to the “Company”, “we”, “our” or “us” is intended to mean High Desert Assets, Inc., including the subsidiary indicated above, unless otherwise indicated.

- 6 -

HIGH DESERT ASSETS, INC.

(FORMERLY UNIVEST TECH, INC.)

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS

ENDED SEPTEMBER 30, 2014

(UNAUDITED)

 

Recently Issued Accounting Standards

In June 2014, the FASB issued ASU 2014-10 regarding development stage entities. The ASU removes the definition of development stage entity, as was previously defined under generally accepted accounting principles in the United States (U.S. GAAP), from the accounting standards codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.

In addition, the ASU eliminates the requirements for development stage entities to (i) present inception-to-date information in the statement of income, cash flow and stockholders' equity, (ii) label the financial statements as those of a development stage entity, (iii) disclose a description of the development stage activities in which the entity is engaged, and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

The Company has chosen to adopt the ASU early for the Company’s financial statements as of June 30, 2014. The adoption of this pronouncement impacted the Company by eliminating the requirement to report inception to date financial information previously required.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact the adoption of ASU 2014-09 will have on our consolidated financial statements and disclosures.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern ”. The amendments in this update provide guidance in U.S. GAAP about management's responsibilities to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The main provision of the amendments are for an entity's management, in connection with the preparation of financial statements, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Management's evaluation should be based on relevant conditions and events that are known or reasonably knowable at the date the consolidated financial statements are issued. When management identifies conditions or events that raise substantial doubt about an entity's ability to continue as a going concern, the entity should disclose information that enables users of the consolidated financial statements to understand all of the following: (1) principal conditions or events that raised substantial doubt about the entity's ability to continue as a going concern (before consideration of management's plans); (2) management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet its obligations; and (3) management's plans that alleviated substantial doubt about the entity's ability to continue as a going concern or management's plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. The amendments in this update are effective for interim and annual reporting periods after December 15, 2016 and early application is permitted. The Company is currently assessing this guidance for future implementation.

- 7 -

HIGH DESERT ASSETS, INC.

(FORMERLY UNIVEST TECH, INC.)

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS

ENDED SEPTEMBER 30, 2014

(UNAUDITED)

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since inception, the Company has had recurring operating losses and negative operating cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s continuation as a going concern is dependent on its ability to obtain additional financing to fund operations, implement its business model, and ultimately, to attain profitable operations. The Company will need to secure additional funds through various means, including an acquisition, equity and debt financing or any similar financing. There can be no assurance that the Company will be able to obtain additional debt or equity financing, if and when needed, on terms acceptable to the Company, or at all. Any additional equity or debt financing may involve substantial dilution to the Company’s stockholders, restrictive covenants or high interest costs. The Company’s long-term liquidity also depends upon its ability to generate revenues and achieve profitability.

The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2 – Derivative Liability

The Company evaluates the embedded conversion features within convertible debt to determine if embedded financial instruments qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

At April 10, 2014, the Company determined that all of the embedded conversion features were no longer derivative liabilities due to the Company having sufficient number of authorized shares of common stock to settle outstanding contracts at April 10, 2014. The Company estimated the fair value of these embedded conversion features as $12,045 using Black-Scholes with the following assumptions:

Exercise price	$	0.001
Estimated stock price	$	0.001
Expected life in years		.25
Risk-free interest rate		0.04	%
Expected volatility		100	%
Annual dividend yield		0	%

The table below presents the change in fair value for six months ended June 30, 2014:

Balance at January 1, 2014	$	12,045
Change in fair value		0
Estimated value at April 10, 2014	12,045
Reclass to APIC	(12,045		)
Value at September 30, 2014	$                      -0-

On April 10, 2014 these notes were paid and are no longer outstanding, therefore, the calculated derivative liability has been reduced to $-0-.

- 8 -

HIGH DESERT ASSETS, INC.

(FORMERLY UNIVEST TECH, INC.)

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS

ENDED SEPTEMBER 30, 2014

(UNAUDITED)

Note 3 – Notes Payable

The Company at September 30, 2014 and December 31, 2013 had outstanding notes payable of $-0- and $84,000 respectively to companies related by common control, with $25,000 unsecured and $59,000 secured, bearing an interest rate at 8% and 2% per annum and due on demand. $61,000 of the notes was convertible anytime at the holders’ discretion into common stock at $.001 per share (61,000,000 shares). Interest expense under the note for the three months and nine months ended September 30, 2014 and 2013 was $-0- and $5,407 and $1,552 and $9,187 respectively. At September 30, 2014 and December 31, 2013 accrued interest payable was $ -0- and $18,271 respectively.

Note 4 - Shareholders’ Equity

On May 13, 2014, Univest Tech, Inc., a Colorado corporation (the “Company”), filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of Colorado to increase the authorized number of shares of Common Stock from fifty million (50,000,000) shares, par value $0.001, to two hundred fifty million (250,000,000) shares, par value $0.001.

On May 13, 2014, the Company’s Board of Directors, receiving the majority vote of the Company’s shareholders, approved: (a) an increase in the aggregate number of authorized shares of Common Stock of the Company from fifty million (50,000,000) shares, par value $0.001, to two hundred fifty million (250,000,000) shares, par value $0.001; and (b) a 9-for-1 forward stock split (“Forward Split”) of the issued and outstanding shares of Common Stock of the Company. As a result of the Forward Split, the current 23,044,500 issued and outstanding shares of Common Stock shall represent 207,400,500 post Forward Split shares; any and all fractional shares resulting from the Forward Split shall be rounded up to the next whole share.

On May 16, 2014, FINRA approved the Forward Split of 9 for 1, which took effect on May 20, 2014. The accompanying financial statements have been updated to reflect the effects of the Forward Split.

On April 10, 2014 the Company had a change in ownership resulting in the outstanding accounts payable, notes payable, and interest payable being paid by a shareholder.

Note 5 – Commitment and Contingency

On September 10, 2014, Canyon Farms, LLC, entered into a Commercial Real Estate Purchase Contract (the “Purchase Contract”) to acquire certain real property located at 2690 Highway 89, Chino Valley, AZ 86323, parcel number 306-14-023k, consisting of an approximately 2.9 acre parcel of partially developed real property (the “Property”) for an aggregate purchase price of $1,500,000 (the “Purchase Price”). Closing of this transaction is scheduled for November 25, 2014.

Note 6 - Financial Statements

For a complete set of footnotes, reference is made to the Company’s Report on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission and the audited financial statements included therein.

Note 7 – Subsequent Events

The Company has evaluated possible subsequent events through November 14, 2014.

On October 21, 2014, FINRA announced the effectiveness of the Company’s name change from Univest Tech, Inc. to High Desert Assets, Inc., which took effect October 22, 2014.

On October 21, 2014, the Company’s previous President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer and the controlling shareholder of the Company cancelled and returned to treasury an aggregate of 183,739,875 shares of the Company’s common stock beneficially owned by him.  Following the cancellation of the 183,739,875 common shares, there are a total of 23,660,625 common shares of the Company outstanding.

END NOTES TO FINANCIALS

- 9 -

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

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Report on Form 10-K, Form 10-Q and any Current Reports on Form 8-K.

Results of Operations

From our inception on November 6, 2007 through September 30, 2014, we have generated no revenue and have no operations. As a result we have no operating history upon which to evaluate our intended business. In addition, we have a history of losses. We had a net loss of $22,253 for the nine month period ended September 30, 2014, in comparison to a net loss of $29,953 for the nine month period ended September 30, 2013.

As of our fiscal year end, December 31, 2013, our accountants expressed substantial doubt about our ability to continue as a going concern as a result of our history of net losses. Our ability to achieve and maintain profitability and positive cash flow has been dependent upon our ability to successfully develop and market our software and our ability to generate revenues.  We were unsuccessful in these efforts and have decided to pursue different business opportunities that will allow us to achieve our objectives.

On September 25, 2014, the Company entered into an Assignment of Membership Agreement (the “Assignment Agreement”) to acquire Canyon Farms, LLC, an Arizona limited liability company whose primary business is to hold, develop and manage real property (“Canyon”). As a result of the Assignment Agreement, Canyon became a wholly-owned subsidiary of the Company and the Company now carries on the business of Canyon as its primary business. The Assignment Agreement contains customary representations, warranties and conditions to closing. The closing of the Assignment Agreement (the “Closing”) occurred on September 25, 2014 (the “Closing Date”). Canyon had no assets or liabilities and there was no cost in connection with the Assignment Agreement.

On September 10, 2014, Canyon entered into a Commercial Real Estate Purchase Contract (the “Purchase Contract”) to acquire certain real property located at 2690 Highway 89, Chino Valley, AZ 86323, parcel number 306-14-023k, consisting of an approximately 2.9 acre parcel of partially developed real property (the “Chino Valley Property”) for an aggregate purchase price of $1,500,000 (the “Purchase Price”). This transaction is scheduled to close on November 25, 2014.

Operating expenses, which consisted solely of general and administrative expenses for the three months ended September 30, 2014, were $5,265. This compares with operating expenses for the three months ended September 30, 2013 of $5,647. Operating expenses for the nine months ended September 30, 2014 and 2013 were $21,365 and $8,721, respectively. The major components of general and administrative expenses include accounting fees, consulting fees, legal and professional fees and stock transfer fees.

- 10 -

As a result of the foregoing, we had a net loss of $22,253 for the nine month period ended September 30, 2014. This compares with a net loss for the nine month period ended September 30, 2013 of $29,953.  Net loss for the three month period ended September 30, 2014 and 2013 was $5,265 and $22,309, respectively.

We expect to incur operating losses in future periods because we will be incurring expenses but not generating revenues until we acquire, develop and lease the Chino Valley Property. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating losses. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.

Liquidity and Capital Resources.

As of September 30, 2014, we had cash or cash equivalents of $539 and as of December 31, 2013, we had cash or cash equivalents of $539.

Net cash used for operating activities was $0 for the nine month period ended September 30, 2014. This compares to net cash used for operating activities of $11,000 for the nine month period ended September 30, 2013.

Net cash provided by financing activities were $0 for the nine month period ended September 30, 2014 which compares to cash flows provided by financing activities of $10,000 for the nine month period ended September 30, 2013.

Over the next twelve months we expect to incur capital costs of approximately $3,000,000 to acquire and develop the Chino Valley Property. Our operating costs will average approximately $50,000 per month for the next twelve months including salaries, consulting and professional fees, and office and administration costs.

Our principal source of liquidity will be debt and equity financing until we reach positive cash flows from operations. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to obtain adequate financing and successfully develop our business.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

- 11 -

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").

Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of September  30, 2014.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to Management’s reports on the Company’s internal control over financial reporting.

- 12 -

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5.  OTHER INFORMATION

On September 25, 2014, the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of Colorado to change its name from Univest Tech, Inc. to High Desert Assets, Inc.  A copy of the Articles of Amendment was filed as Exhibit 3.01 to the Current Report on Form 8-K filed with the Commission on September 26, 2014 and is incorporated herein by reference.

On October 21, 2014, FINRA announced the effectiveness of the Company’s name change from Univest Tech, Inc. to High Desert Assets, Inc., which took effect in the market on October 22, 2014. Additionally, the Company’s ticker symbol changed from “UVST” to “HDAI.” as of the open of business on October 22, 2014.

- 13 -

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit Number		Description		Filing
3.1		Articles of Incorporation		Filed with the SEC on May 18, 2009 as part of our Registration Statement on Form S-1.
3.1 (a)		Amendment to Articles of Incorporation filed with the CO Secretary of State on May 13, 2014.		Filed with the SEC on May 19, 2014 as Exhibit 3.01 to our Current Report on Form 8-K.
3.1(b)		Amendment to Articles of Incorporation filed with the CO Secretary of State on September 25, 2014		Filed with the SEC on September 26, 2014 as Exhibit 3.01 to our Current Report on Form 8-K.
3.2		Bylaws		Filed with the SEC on May 18, 2009 as part of our Registration Statement on Form S-1.
31.1		Certification of CEO pursuant to Sec. 302		Filed herewith.
31.2		Certification of CEO pursuant to Sec. 302		Filed herewith.
32.1		Certification of CEO pursuant to Sec. 906		Filed herewith.
32.2		Certification of CFO pursuant to Sec. 906		Filed herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document		Filed herewith.
101.INS	XBRL Instance Document		Filed herewith.
101SCH	XBRL Taxonomy Extension Schema Document		Filed herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document		Filed herewith.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document		Filed herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document		Filed herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document		Filed herewith.

Pursuant to Regulation S-T, this interactivedata file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

- 14 -

SIGNATURES

In accordance with Section 12 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 on November 14, 2014.

 HIGH DESERT ASSETS, INC.

By:           /s/ Derrick Mains                                

Derrick Mains

Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.

Date:  November 14, 2014                                                                    By:           /s/ Derrick Mains

Derrick Mains - Director

By:           /s/ Alan Smith

Alan Smith – Director

By:           /s/ Jaitegh Singh

Jaitegh Singh - Director

- 15 -