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

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURUTIES EXCHANGE ACT OF 1934

                     For the fiscal year ended July 31, 2008

                        Commission file number 333-145897


                                HL VENTURES INC.
             (Exact Name of Registrant as Specified in its Charter)

           Nevada                                                 20-0215404
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                      Office 404 - 4th Floor, Albany House
                             324-326 Regent Street
                         London, United Kingdom W1B 3HH
              (Address of Principal Executive Offices & Zip Code)

                                  702-993-6122
                               (Telephone Number)

                         Deniz Hassan, HL Ventures Inc.
                         c/o Resident Agents of Nevada
                         711 S. Carson Street, Suite 4
                             Carson City, NV 89701
                                 (775)882-4641
                    (Name and Address of Agent for Service)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to section 12(g) of the Act:
                          Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer   [ ]                        Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

As of October 22, 2008, the registrant had 6,200,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established.
<PAGE>
                                HL VENTURES INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.   Business                                                          3
Item 1A.  Risk Factors                                                     14
Item 2.   Properties                                                       16
Item 3.   Legal Proceedings                                                16
Item 4.   Submission of Matters to a Vote of Securities Holders            16

                                     Part II

Item 5.   Market for Common Equity and Related Stockholder Matters         17
Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                        18
Item 8.   Financial Statements                                             21
Item 9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                         32
Item 9A.  Controls and Procedures                                          32

                                    Part III

Item 10.  Directors and Executive Officers                                 33
Item 11.  Executive Compensation                                           35
Item 12.  Security Ownership of Certain Beneficial Owners and Management   36
Item 13.  Certain Relationships and Related Transactions                   36
Item 14.  Principal Accounting Fees and Services                           36

                                     Part IV

Item 15.  Exhibits                                                         37

Signatures                                                                 37

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS

SUMMARY

HL Ventures Inc. was incorporated in the State of Nevada on May 21, 2007 to
engage in the acquisition, exploration and development of natural resource
properties. We intend to use the net proceeds from this offering to develop our
business operations. We are an exploration stage company with no revenues and a
limited operating history. The principal executive offices are located at Office
404 - 4th Floor, Albany House, 324-326 Regent Street, London W1B 3HH, United
Kingdom. The U.S. telephone and fax number is (702)993-6122.

We have sold $72,000 in equity securities and issued $7,000 in common stock in
exchange for mineral property expenses paid by our officer on our behalf. From
inception until the date of this filing we have had limited operating
activities. Our financial statements from inception (May 21, 2007) through the
year ended July 31, 2008 report no revenues and a net loss of $21,435. Our
independent auditor has issued an audit opinion for HL Ventures Inc. which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern.

Our mineral claims were staked and we hired a professional geologist to prepare
a geological report. The consulting geologist has completed Phase 1 of the
exploration program and provided us with his report. Management is currently
reviewing the report to determine if we are going to proceed with further
exploration as the results were not very promising. Our property, known as the
Luk 1-4 Mineral Claims, Esmeralda County, Nevada, may not contain any reserves
and funds that we spend on exploration will be lost. Even if we complete our
current exploration program and are successful in identifying a mineral deposit
we will be required to expend substantial funds to bring our claims to
production.

Our stock is listed on the OTC Bulletin Board under the symbol HLVN but there
has been no active trading market to date.

We have a total of 75,000,000 authorized common shares with a par value of
$0.001 per share with 6,200,000 common shares issued and outstanding as of July
31, 2008. Cash provided by financing activities for the period from inception
(May 21, 2007) through July 31, 2008 was $72,000 consisting of 1,600,000 shares
of common stock that were issued to our director, Mr. Hassan, in exchange for
$8,000 US, or $.005 per share and 3,200,000 shares of common stock that were
issued to twenty six investors for $64,000 or $0.02 per share pursuant to our
Registration Statement on Form SB-2. An additional 1,400,000 shares were issued
to Mr. Hassan in exchange for $7,000 in mineral property costs that he paid on
behalf of the company.

                                       3
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GLOSSARY

     Aeromagnetic survey - a magnetic survey conducted from the air normally
     using a helicopter or fixed-wing aircraft to carry the detection instrument
     and the recorder.

     Alluvial - unconsolidated sediments that are carried and hence deposited by
     a stream or river. In the southwest USA most in filled valleys often
     between mountain ranges were deposited with alluvium.

     Andesitic to basaltic composition - a range of rock descriptions using the
     chemical make-up or mineral norms of the same.

     Aphanitic - fine grained crystalline texture.

     Blind-basin - a basin practically closed off by enveloping rock exposures
     making the central portion of unconsolidated alluvial basin isolated.

     Colluvium - loose, unconsolidated material usually derived by gravitational
     means, such as falling from a cliff or scarp-face and often due to a sort
     of benign erosion such as heating and cooling in a desert environment.

     Desert wash - out-wash in dry (desert) or arid areas of colluvium or
     alluvial material accumulated on the sides of valleys or basin channels by
     often irregular and violent water flow, i.e. flash floods.

     Elongate basin - a longer than wide depression that could be favorable to
     in-filling by material from adjacent eroding mountains.

     Formation - the fundamental unit of similar rock assemblages used in
     stratigraphy.

     Intermontane belt - between mountains (ranges), a usually longer than wide
     depression occurring between enclosing mountain ranges that supply the
     erosional material to infill the basin.

     Lode mineral claim (Nevada) - with a maximum area contained within 1500'
     long by 600' wide = 20.66 acres.

     Nuees Ardante or Ladu - an extremely hot, gaseous, somewhat horizontally
     ejected lava, often from near the summit that accentuates the downward flow
     or "glowing avalanche" because of its mobility.

     Overburden or Drift Cover - any loose material which overlies bedrock.

     Plagioclase feldspar - a specific range of chemical composition of common
     or abundant rock forming silicate minerals.

                                       4
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     Playa - the lowest part of an intermontane basin which is frequently
     flooded by run-off from the adjacent highlands or by local rainfall.

     Plutonic, igneous or intrusive rock - usually a medium to coarser grain
     sized crystalline rock that generally is derived from a sub-surface magma
     and then consolidated, such as in dykes, plugs, stocks or batholiths, from
     smallest to largest.

     Porphyritic in augite pyroxene - Large porphyroblasts or crystals of a
     specific rock-forming mineral, i.e. augite occurring within a matrix of
     finer grained rock-forming minerals.

     Quarternary - the youngest period of the Cenozoic era.

     Snow equivalent - Approximately 1" of precipitation (rain) = 1' snow.

     Syenite - Coarse grained, alkalic, low in quartz intrusive rock.

     Trachyte - fine grained or glassy equivalent of a syenite.

     Tuffaceous - a lithified sedimentary rock composed mainly of volcaniclastic
     airfall or flow particles.

     Volcaniclastic - Angular to rounded particles of a wide range of size
     within (a welded) finer grain-sized matrix of volcanic origin.

GENERAL INFORMATION

The Luk 1-4 Claims consist of four contiguous, located, lode mineral claims
comprising a total of 82.64 acres. HL Ventures Inc., a Nevada, U.S.A. company is
the beneficial owner of the mineral claims.

The mineral claim area is seen to be underlain by some Pre-Cambrian and Lower
Cambrian aged carbonate and other sedimentary rock units. While nearby or
adjacent Tertiary aged volcanic and sedimentary rock units are widespread about
the claim group. Unconsolidated desert wash, colluvium, alluvial and playa
deposits all of Tertiary to Quaternary age are seen to occur to the southeast of
the mineral claims.

The underlying rock units on the mineral claims exhibit an aeromagnetic pattern
that could indicate a response to a young, tuffaceous volcaniclastic member.
Some of the Luk property is drift or overburden covered and offers exploration
potential. The author feels that the potential exists for movement of
mineralizing fluids to have impregnated the older rock units. These fluids could
emanate from deeper sources related to intrusive activity and travel along
structurally prepared conduits in the underlying bedrock.

The mineral claim is favorably situated and may require geophysical surveys to
determine in more detail its potential following the initial prospecting,
mapping and reconnaissance soil geochemistry program. An exploratory drilling
program could follow the Phase 1 - 3 surveys and be contingent upon positive
results being obtained from the previous fieldwork.

                                       5
<PAGE>
The object of our initial exploration undertaking is to assess areas that may
require more detailed investigations to assist in determining their economic
significance.

The Luk property lies in the west central area of the State of Nevada southwest
of the Town of Goldfield. The mineral claims are motor vehicle accessible from
US Highway 95 by traveling south of the Town of Goldfield for 15 miles to the
Highway 266 (Lida Junction) and then traveling west-southwest for 5.5 miles to a
northerly trending gravel road that is taken for 1.2 miles to the property.

There is not a plant or any equipment currently located on the property. The
initial exploration phase has been supported by generators. The towns of Tonopah
and Beatty to the north and south of the US Hwy 95 - Hwy 166 junction,
respectively offer a larger choice of the essentials required to carry-out
exploration work in the mineral claim area. Larger or specialized equipment can
be acquired in the City of Las Vegas lying 180 miles by paved road (Highway 95)
to the south.

A three-phase exploration program to evaluate the area is considered appropriate
and is recommended by the consulting geologist in his report. Phase 1 of the
work program consisted of detailed prospecting, mapping and soil geochemistry.
Contingent upon favorable results from Phase 1, Phase 2 work would consist of
magnetometer and VLF electromagnetic, grid controlled surveys over the areas of
interest determined by the Phase 1 survey. Contingent upon the results of Phases
1 and 2, Phase 3 would consist of an induced polarization survey over grid
controlled anomalous areas of interest outlined by Phase 1&2 fieldwork. Hoe or
bulldozer trenching, mapping and sampling of bedrock anomalies would also be
carried out.

The total cost of the proposed program is $57,000. The initial phase of
exploration work is expected to cost $8,500, $8,500 for the contingent second
phase and $40,000 for the third phase. The consulting geologist has completed
Phase 1 of the exploration program and provided us with his report. Management
is currently reviewing the report to determine if we are going to proceed with
further exploration as the results from Phase 1 were not very promising.

The discussions contained herein are management's estimates based on information
provided by James McLeod, the consulting geologist who prepared the geology
report. Because we have only recently commenced our exploration program we
cannot provide a more detailed discussion of our plans if we find a viable store
of minerals on our property, as there is no guarantee that exploitable
mineralization will be found, the quantity or type of minerals if they are found
and the extraction process that will be required. We are also unable to assure
you we will be able to raise the additional funding to proceed with any
subsequent work on the claims if mineralization is found.

ACQUISITION OF THE MINERAL CLAIMS

The Luk 1-4 Mineral Claims were staked on behalf of the company and are recorded
in the name of the company. The claims are in good standing to September 1,
2009.

                                       6
<PAGE>
REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE

The title for the claims is in good standing until September 2009. Each year
during the first week in August a filing is to be made by the Company to the
County and Bureau of Land Management that we intend to retain the claims and to
continue performing exploration work on them. Such work will be reported and
filed at the appropriate time.

LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE

The Luk property lies in the west central area of the State of Nevada southwest
of the Town of Goldfield. The mineral claims are motor vehicle accessible from
US Highway 95 by traveling south of the Town of Goldfield for 15 miles to the
Highway 266 (Lida Junction) and then traveling west-southwest for 5.5 miles to a
northerly trending gravel road that is taken for 1.2 miles to the property.

The area experiences about 4" - 8" of precipitation annually of which about 20%
may occur in a cold year as a snow equivalent. This amount of precipitation
suggests a climatic classification of arid to semi-arid. The summers can
experience hot weather, middle 60's to 70's F(degree) average with high spells
of 100+F(degree) while the winters are generally more severe than the dry belt
to the west and can last from December through February. Temperatures
experienced during mid-winter average, for the month of January, from the high
20's to the low 40's F(degree) with low spells down to -20 F(degree).

The Town of Goldfield offers some of the necessary infrastructure required to
base and carry-out an exploration program (limited accommodations,
communications, some equipment and supplies). The towns of Tonopah and Beatty to
the north and south of the US Hwy 95 - Hwy 166 junction, respectively offer a
larger choice of the essentials required to carry-out exploration work in the
mineral claim area. Larger or specialized equipment can be acquired in the City
of Las Vegas lying 180 miles by paved road (Highway 95) to the south.

The physiography of the Luk property is gentle, sloping terrain occurring on the
southeastern slope of Mount Jackson Ridge. Much of this area with many broad
open valleys hosts sagebrush, juniper and pinon, Joshua trees and cacti, such as
the prickly pear growing as far north as Goldfield, NV.

The claim area ranges in elevation from 4,820' - 5,100' mean sea level. The
physiographic setting of the property can be described as open desert in the
valleys within a mosaic of rounded mountains in an interior plateau setting. The
area has been surficially altered both by some fluvial and more wind erosion and
some depositional (drift cover) effects of in-filling and in situ or residual
erosion. Thickness of drift cover in some valleys may vary considerably, but in
the proximity of the Luk property it is not thought to be very deep. Surface
water occurrences are rare, springs are sparse and subsurface aquifers are
accessed when needed by drilling wells where allowed.

                                       7
<PAGE>




                      [MAP SHOWING THE PROPERTY LOCATION]




                                       8
<PAGE>




                        [MAP SHOWING THE CLAIM LOCATION]




                                       9
<PAGE>
HISTORY

The recorded mining history of the general area dates from the 1860's when
prospectors passed through heading north and west. The many significant lode
gold, silver and other mineral product deposits developed in the area was that
of the Goldfield Camp, 1905; Coaldale, coal field, 1913; Divide Silver Mining
District, 1921 and the Candalaria silver-gold mine which operated as an
underground lode gold deposit in 1922 and again in the 1990's as an open cut,
cyanide heap leach operation.

The mineral claims lie within a local area seen to contain gold and silver
prospects. Although the author is unaware of any such mineral occurrences
actually known to occur on the mineral claims it is thought to be a good area in
which to conduct a mineral exploration program.

GEOLOGICAL SETTING

REGIONAL GEOLOGY

The regional geology of Nevada is depicted as being underlain by all types of
rock units. These appear to range from oldest to youngest in an east to west
direction, respectively. Many of the oldest units are found to occur in the
southeast corner of the State along the Colorado River. The bedrock units
exhibit a north-south fabric of alternating east-west ranges and valleys. This
feature may suggest E-W compression that may have expression as low angle thrust
faults. Various types of faulting are recognized in many areas of Nevada and it
often plays a larger part in the emplacement of mineral occurrences and ore
bodies.

LOCAL GEOLOGY

The local geology about the Luk property which is situated 18 airmiles due south
of Goldfield, NV reveals a NW-SE trending, elongate assemblage of old (middle
Cambrian aged) carbonate rock units. They are seen to lie in relatively close
proximity to a number of young (Tertiary aged) volcanic, sedimentary and
unconsolidated material occurrences. Throughout this local area are a number of
fault evident that could have prepared the ground for mineralizing fluids to
have entered the underlying rock units.

PROPERTY GEOLOGY

The geology of the Luk mineral claims can be described as being underlain by
old, upper-middle Cambrian aged limestone. The larger surrounding area of rock
exposure and known mineral occurrences exhibits a good geological setting and is
considered an excellent target area in which to conduct mineral exploration. The
outcrops partially surrounding or flanking the alluvial covered valley
underlying the mineral claim area suggests mineral occurrences or structurally
prepared bedrock could be sought after in those areas.

                                       10
<PAGE>




                       [MAP SHOWING THE REGIONAL GEOLOGY]




                                       11
<PAGE>




                   [LEGEND GRAPHIC FOR REGIONAL GEOLOGY MAP]




                                       12
<PAGE>
MINERALIZATION

By far the largest production in the County comes from vein-type of gold and
silver occurrences in quartz fissure in either pre-Tertiary volcanic or Tertiary
volcanic host rocks.

COMPETITION

We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claims.
Readily available commodities markets exist in the U.S. and around the world for
the sale of gold, silver and other minerals. Therefore, we will likely be able
to sell any minerals that we are able to recover.

We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. We have not yet attempted to locate or negotiate with any
suppliers of products, equipment or services and will not do so until funds are
received from this offering. If we are unsuccessful in securing the products,
equipment and services we need we may have to suspend our exploration plans
until we are able to do so.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

COMPLIANCE WITH GOVERNMENT REGULATION

Our exploration programs in Nevada are subject to state and federal regulations
regarding environmental considerations. All operations involving the exploration
for the production of minerals are subject to existing laws and regulations
relating to exploration procedures, safety precautions, employee health and
safety, air quality standards, pollution of streams and fresh water sources,
odor, noise, dust and other environmental protection controls adopted by
federal, state and local governmental authorities as well as the rights of
adjoining property owners. We may be required to prepare and present to federal,
state or local authorities data pertaining to the effect or impact that any
proposed exploration for or production of minerals may have upon the
environment. All requirements imposed by any such authorities may be costly,
time consuming and may delay commencement or continuation of exploration or
production operations. Future legislation may significantly emphasize the
protection of the environment, and, as a consequence, our activities may be more
closely regulated to further the cause of environmental protection. Such
legislation, as well as further interpretation of existing laws in the United
States, may require substantial increases in equipment and operating costs and
delays, interruptions, or a termination of operations, the extent of which
cannot be predicted. Environmental problems known to exist at this time in the
United States may not be in compliance with regulations that may come into
existence in the future. This may have a substantial impact upon the capital
expenditures required of us in order to deal with such problem and could
substantially reduce earnings.

                                       13
<PAGE>
The regulatory bodies that directly regulate our activities are the Bureau of
Land Management (Federal) and the Nevada Department of Environmental Protection
(State).

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our
products or services.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We have not expended funds for research and development costs since inception.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

Our only employee is our officer, Deniz Hassan who currently devotes 4-5 hours
per week to company matters, he will devote as much time as the board of
directors determines is necessary to manage the affairs of the company. There
are no formal employment agreements between the company and our current
employee.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements, including filing Form
10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("SEC"),
at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.

ITEM 1A. RISK FACTORS

BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFIT IN THE FUTURE.

                                       14
<PAGE>
The report of our independent accountant to our audited financial statements for
the year ended July 31, 2008 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern. Such
factors identified in the report are that we have no source of revenue and our
dependence upon obtaining adequate financing. If we are not able to continue as
a going concern, it is likely investors will lose all of their investment.

BECAUSE WE HAVE RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.

We only recently commenced exploration on the Luk 1-4 claims. We were
incorporated on May 21, 2007 and to date have been involved primarily in
organizational activities and the acquisition of the claims. We have not earned
any revenues.

Potential investors should be aware of the difficulties normally encountered by
new mineral exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

OUR MINERAL EXPLORATION EFFORTS MAY BE UNSUCCESSFUL RESULTING IN ANY FUNDS SPENT
ON EXPLORATION BEING LOST.

No known bodies of commercial ore or economic deposits have been established on
our properties. Even in the event commercial quantities of minerals are
discovered, the exploration property might not be brought into a state of
commercial production. Finding mineral deposits is dependent on a number of
factors, including the technical skill of exploration personnel involved. The
commercial viability of a mineral deposit once discovered is also dependent on a
number of factors, some of which are particular attributes of the deposit, such
as size, grade and proximity to infrastructure, as well as metal prices.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION
AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE LUK 1-4
CLAIMS, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The Luk 1-4 claims do not contain any known bodies of mineralization. If our
exploration programs are successful in establishing gold and silver of
commercial tonnage and grade, we will require additional funds in order to place
the Luk 1-4 claims into commercial production. We may not be able to obtain such
financing.

                                       15
<PAGE>
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.

Laws and regulations govern the exploration, development, mining, production,
importing and exporting of minerals; taxes; labor standards; occupational
health; waste disposal; protection of the environment; mine safety; toxic
substances; and other matters. In many cases, licenses and permits are required
to conduct mining operations. Amendments to current laws and regulations
governing operations and activities of mining companies or more stringent
implementation thereof could have a substantial adverse impact on the Company.
Applicable laws and regulations will require the Company to make certain capital
and operating expenditures to initiate new operations. Under certain
circumstances, the Company may be required to stop its exploration activities
once it is started until a particular problem is remedied or to undertake other
remedial actions.

BECAUSE OUR DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our director and sole officer, Mr. Hassan, intends to devote approximately 10%
of his business time (4-5 hours per week) providing his services to us and our
other director Mr. Lee devotes approximately 2% of his business time (1-2 hours
per week). While our directors presently possess adequate time to attend to our
interests, it is possible that the demands on our directors from their other
obligations could increase with the result that they would no longer be able to
devote sufficient time to the management of our business.

ITEM 2. PROPERTIES

We do not currently own any property. The office facilities at Office 404 - 4th
Floor, Albany House, 324-326 Regent Street, London W1B 3HH, United Kingdom are
provided to us on a rent free basis by the directors of the company. The
facilities include telephone, fax, a reception area and office and meeting
facilities. Management believes the current premises are sufficient for its
needs at this time.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

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

There were no matters submitted to a vote of the security holders during the
year ended July 31, 2008.

                                       16
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On April 23, 2008 our common stock was listing for trading on the Over the
Counter Bulletin Board under the symbol HLVN. There has been no trading of our
securities, and, therefore, no high and low bid pricing.

As of the date of this report we have 27 shareholders of record. We have paid no
cash dividends and have no outstanding options. We have no securities authorized
for issuance under equity compensation plans.

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:

     -    contains a description of the nature and level of risk in the market
          for penny stock in both public offerings and secondary trading;

     -    contains a description of the broker's or dealer's duties to the
          customer and of the rights and remedies available to the customer with
          respect to a violation of such duties or other requirements of the
          Securities Act of 1934, as amended;

     -    contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" price for the penny stock and the
          significance of the spread between the bid and ask price;

     -    contains a toll-free telephone number for inquiries on disciplinary
          actions;

     -    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and

                                       17
<PAGE>
     -    contains such other information and is in such form (including
          language, type, size and format) as the Securities and Exchange
          Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

     -    the bid and offer quotations for the penny stock;

     -    the compensation of the broker-dealer and its salesperson in the
          transaction;

     -    the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and

     -    monthly account statements showing the market value of each penny
          stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this report.

RESULTS OF OPERATIONS

We are still in our exploration stage and have generated no revenues to date.

We incurred operating expenses of $13,845 for the three months ended July 31,
2008. These expenses consisted of general operating expenses and professional
fees incurred in connection with the day to day operation of our business and
the preparation and filing of our required reports with the U.S. Securities and
Exchange Commission.

                                       18
<PAGE>
Our net loss from inception (May 21, 2007) through July 31, 2008 was $21,435.

We have sold $72,000 in equity securities and issued $7,000 in common stock in
exchange for mineral property expenses paid by our officer on our behalf.

The following table provides selected financial data about our company for the
quarter ended July 31, 2008.

                     Balance Sheet Data:           7/31/08
                     -------------------           -------

                     Cash                          $53,315
                     Total assets                  $57,565
                     Total liabilities             $     0
                     Shareholders' equity          $57,565

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at July 31, 2008 was $53,315. We have paid a deposit of $4,250
to the consulting geologist for exploration work. In order to achieve our
exploration program goals, we needed the funding from the offering of registered
shares pursuant to our Registration Statement filed on Form SB-2 which became
effective on September 18, 2007. The offering was completed on January 30, 2008.
If we experience a shortage of funds prior to generating revenue we may utilize
funds from our director, who has informally agreed to advance funds, however he
has no formal commitment, arrangement or legal obligation to advance or loan
funds to us. We are an exploration stage company and have generated no revenue
to date.

PLAN OF OPERATION

Our exploration target is to find exploitable minerals on our property. Our
success depends on achieving that target. There is the likelihood of our mineral
claims containing little or no economic mineralization or reserves of silver and
other minerals. There is the possibility that our claims do not contain any
reserves and funds that we spend on exploration will be lost. Even if we
complete our current exploration program and are successful in identifying a
mineral deposit we will be required to expend substantial funds to bring our
claims to production. We are unable to assure investors that we will be able to
raise the additional funds necessary to implement any future exploration or
extraction program even if mineralization is found.

If we decide to proceed with further exploration, our plan of operation for the
twelve months is to complete the next two phases of the exploration program. In
addition to the remaining $52,750 we anticipate spending for the exploration
program as outlined below, we anticipate spending an additional $4,000 on
professional fees and general administrative costs. Total expenditures over the
next 12 months are therefore expected to be approximately $57,000.

The following work program has been recommended by the consulting geologist who
prepared the geology report.

                                       19
<PAGE>


PHASE 1 (COMPLETED)
Detailed prospecting, mapping and soil geochemistry.
The program is expected to take four weeks to complete
including the turn-around time on sample analyses. The
estimated cost for this program is all inclusive                       $ 8,500

PHASE 2
Magnetometer and VLF electromagnetic, grid controlled
surveys over the areas of interest determined by the
Phase 1 survey. The program is expected to take two
weeks to complete. The estimated cost includes
transportation, travel, accommodation, board, grid
installation, two geophysical surveys, maps and report                   8,500

PHASE 3
Induced polarization survey over grid controlled anomalous
areas of interest outlined by Phase 1&2 programs. Hoe or
bulldozer trenching, mapping and sampling of bedrock
anomalies. Includes assays, maps and reports                            40,000
                                                                       -------

                                         Total                         $57,000
                                                                       =======

The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates.

Each phase following phase 1 is contingent upon favorable results from the
previous phase. The consulting geologist has completed Phase 1 of the
exploration program and provided us with his report. Management is currently
reviewing the report to determine if we are going to proceed with further
exploration as the results were not very promising.

Following phase one of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $8,500 and will take
approximately 2 weeks to complete and an additional one to two months for the
consulting geologist to receive the results from the assay lab and prepare his
report.

Following phase two of the exploration program, if it proves successful, we
intend to proceed with phase three of our exploration program. The estimated
cost of this program is $40,000 and will take approximately 4 weeks to complete
and an additional two months for the consulting geologist to receive the results
from the assay lab and prepare his report.

If we decide to proceed with exploration we anticipate commencing the second
phase of our exploration program in spring 2009 and phase 3 in early summer
2009. We have a verbal agreement with James McLeod, the consulting geologist who
prepared the geology report on our claims, to retain his services for our
exploration program. We cannot provide investors with any assurance that we will
be able to raise sufficient funds to proceed with any work after the exploration
program if we find mineralization.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

                                       20
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

MOORE & ASSOCIATES, CHARTERED
  ACCOUNTANTS AND ADVISORS
     PCAOB REGISTERED


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
HL Ventures, Inc.
(An Exploration Stage Company)

We have  audited  the  accompanying  balance  sheets of HL  Ventures,  Inc.  (An
Exploration  Stage  Company)  as of July 31,  2008 and  July 31,  2007,  and the
related  statements of operations,  stockholders'  equity and cash flows for the
year ended July 31, 2008 and the period from May 21, 2007  through July 31, 2007
and since  inception  on May 21, 2007 through  July 31,  2008.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  HL  Ventures,  Inc.  (An
Exploration  Stage  Company)  as of July 31,  2008 and  July 31,  2007,  and the
related  statements of operations,  stockholders'  equity and cash flows for the
year ended July 31, 2008 and the period from May 21, 2007  through July 31, 2007
and since  inception on May 21, 2007 through July 31, 2008, in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial statements,  the Company has an accumulated deficit of $21,435,  which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans  concerning  these matters are also described in Note 3. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ Moore & Associates, Chartered
-----------------------------------------
Moore & Associates, Chartered
Las Vegas, Nevada
September 29, 2008


               2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
                        (702) 253-7499 Fax (702) 253-7501

                                       21
<PAGE>
                                HL VENTURES INC.
                         (An Exploration Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    As of              As of
                                                                   July 31,           July 31,
                                                                     2008               2007
                                                                   --------           --------
<S>                                                                <C>                <C>
                                  ASSETS

CURRENT ASSETS
  Cash                                                             $ 53,315           $  8,000
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                 53,315              8,000

OTHER ASSETS
  Deposits                                                            4,250                 --
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                  4,250                 --
                                                                   --------           --------

      TOTAL ASSETS                                                 $ 57,565           $  8,000
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                 $     --           $    590
                                                                   --------           --------
TOTAL CURRENT LIABILITIES                                                --                590

      TOTAL LIABILITIES                                                  --                590

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 75,000,000 shares
   authorized; 6,200,000 and 3,000,000 shares issued and
   outstanding as of July 31, 2008 and July 31, 2007)                 6,200              3,000
  Additional paid-in capital                                         72,800             12,000
  Deficit accumulated during development stage                      (21,435)            (7,590)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                           57,565              7,410
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $ 57,565           $  8,000
                                                                   ========           ========
</TABLE>


    The accompanying note are an integral part of these financial statements

                                       22
<PAGE>
                                HL VENTURES INC.
                         (An Exploration Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       From the Period        May 21, 2007
                                                         May 21, 2007         (inception)
                                     Year Ended            through              through
                                      July 31,             July 31,             July 31,
                                        2008                 2007                 2008
                                     ----------           ----------           ----------
<S>                                  <C>                  <C>                  <C>
REVENUES
  Revenues                           $       --           $       --           $       --
                                     ----------           ----------           ----------
TOTAL REVENUES                               --                   --                   --

OPERATING EXPENSES
  Professional Fees                       8,500                8,500
  Property Expenditures                     750                7,000                7,750
  Office and Administration               4,595                  590                5,185
                                     ----------           ----------           ----------
TOTAL OPERATING EXPENSES                (13,845)              (7,590)             (21,435)

Provision for Income Taxes                   --                   --                   --
                                     ----------           ----------           ----------

NET INCOME (LOSS)                    $  (13,845)          $   (7,590)          $  (21,435)
                                     ==========           ==========           ==========

BASIC EARNINGS PER SHARE             $    (0.00)          $    (0.00)
                                     ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING            4,608,743            2,193,939
                                     ==========           ==========
</TABLE>


    The accompanying note are an integral part of these financial statements

                                       23
<PAGE>
                                HL VENTURES INC.
                         (An Exploration Stage Company)
                        Statement of Stockholders' Equity
               From May 21, 2007 (Inception) through July 31, 2008
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       Deficit
                                                                                     Accumulated
                                                          Common       Additional      During
                                           Common         Stock         Paid-in      Development
                                           Stock          Amount        Capital         Stage          Total
                                           -----          ------        -------         -----          -----
<S>                                      <C>           <C>            <C>            <C>             <C>
BALANCE, MAY 21, 2007                           --       $    --       $     --       $     --       $     --

Stock issued for cash on June 29,
 2007 @ $0.005 per share                 1,600,000         1,600          6,400                         8,000

Stock issued for cash advanced on
 behalf of the Company on July 18,
 2007 @ $0.005 per share                 1,400,000         1,400          5,600                         7,000

Net loss, July 31, 2007                                                                 (7,590)        (7,590)
                                        ----------       -------       --------       --------       --------

BALANCE, JULY 31, 2007                   3,000,000       $ 3,000       $ 12,000       $ (7,590)      $  7,410
                                        ==========       =======       ========       ========       ========
Stock issued for cash on January 30,
 2007 @ $0.02 per share                  3,200,000         3,200         60,800                        64,000

Net loss, July 31, 2008                                                                (13,845)       (13,845)
                                        ----------       -------       --------       --------       --------

BALANCE, JULY 31, 2008                   6,200,000       $ 6,200       $ 72,800       $(21,435)      $ 57,565
                                        ==========       =======       ========       ========       ========
</TABLE>


    The accompanying note are an integral part of these financial statements

                                       24
<PAGE>
                                HL VENTURES INC.
                         (An Exploration Stage Company)
                             Statement of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                     May 21, 2007
                                                                                                     (inception)
                                                                Year Ended         Year Ended          through
                                                                 July 31,           July 31,           July 31,
                                                                   2008               2007               2008
                                                                 --------           --------           --------
<S>                                                             <C>                  <C>               <C>
OPERATING ACTIVITIES
  Net income (loss)                                              $(13,845)          $ (7,590)          $(21,435)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
     (Increase) decrease in Deposits                               (4,250)                --             (4,250)
     Increase (decrease) in Accounts Payable                         (590)               590                 --
                                                                 --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     (18,685)            (7,000)           (25,685)

INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES          --                 --                 --

FINANCING ACTIVITIES
  Proceeds from issuance of common stock                           64,000             15,000             79,000
                                                                 --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES      64,000             15,000             79,000
                                                                 --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                    45,315              8,000             53,315

CASH AT BEGINNING OF PERIOD                                         8,000                 --                 --
                                                                 --------           --------           --------

CASH AT END OF PERIOD                                            $ 53,315           $  8,000           $ 53,315
                                                                 ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:
  Interest                                                       $     --           $     --           $     --
                                                                 ========           ========           ========
  Income Taxes                                                   $     --           $     --           $     --
                                                                 ========           ========           ========
</TABLE>


    The accompanying note are an integral part of these financial statements

                                       25
<PAGE>
                                HL VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  July 31, 2008
--------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

HL Ventures Inc. (the Company) was  incorporated  under the laws of the State of
Nevada on May 21,  2007.  The Company  was formed to engage in the  acquisition,
exploration and development of natural resource properties.

The  Company  is in the  exploration  stage.  Its  activities  to date have been
limited to capital formation, organization, development of its business plan and
has commenced exploration activities.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a July 31, year-end.

B. BASIC EARNINGS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective May 21, 2007 (inception).

Basic net loss per share  amounts is computed  by  dividing  the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

C. CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

D. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

                                       26
<PAGE>
                                HL VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  July 31, 2008
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

E. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

NEW ACCOUNTING PRONOUNCEMENTS:

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and  interpretation
of FASB  Statement  No. 60".  SFAS No. 163 clarifies how Statement 60 applies to
financial   guarantee  insurance   contracts,   including  the  recognition  and
measurement  of premium  revenue and claims  liabilities.  This  statement  also
requires expanded  disclosures about financial  guarantee  insurance  contracts.
SFAS No. 163 is effective  for fiscal years  beginning on or after  December 15,
2008, and interim periods within those years.  SFAS No. 163 has no effect on the
Company's  financial position,  statements of operations,  or cash flows at this
time.

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting  Principles".  SFAS No. 162
sets  forth  the  level of  authority  to a given  accounting  pronouncement  or
document by  category.  Where there might be  conflicting  guidance  between two
categories,  the more  authoritative  category will  prevail.  SFAS No. 162 will
become  effective 60 days after the SEC approves  the PCAOB's  amendments  to AU
Section 411 of the AICPA Professional  Standards.  SFAS No. 162 has no effect on
the Company's  financial  position,  statements of operations,  or cash flows at
this time.

In March 2008, the Financial  Accounting  Standards Board, or FASB,  issued SFAS
No. 161,  Disclosures  about Derivative  Instruments and Hedging  Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced   disclosures   about  (a)  how  and  why  an  entity  uses  derivative
instruments,  (b) how  derivative  instruments  and  related  hedged  items  are
accounted for under Statement 133 and its related  interpretations,  and (c) how
derivative  instruments  and related  hedged items affect an entity's  financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after

                                       27
<PAGE>
                                HL VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  July 31, 2008
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

November 15, 2008, with early  application  encouraged.  The Company has not yet
adopted  the  provisions  of SFAS No.  161,  but does  not  expect  it to have a
material impact on its consolidated financial position, results of operations or
cash flows.

In  December  2007,  the SEC  issued  Staff  Accounting  Bulletin  (SAB) No. 110
regarding  the use of a  "simplified"  method,  as discussed in SAB No. 107 (SAB
107),  in  developing  an  estimate of expected  term of "plain  vanilla"  share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff  indicated in SAB 107 that it will accept a company's  election to use
the  simplified  method,  regardless  of  whether  the  company  has  sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued,  the staff believed that more detailed  external  information  about
employee exercise behavior (e.g.,  employee exercise patterns by industry and/or
other categories of companies)  would,  over time,  become readily  available to
companies.  Therefore,  the staff  stated in SAB 107 that it would not  expect a
company to use the simplified  method for share option grants after December 31,
2007.  The staff  understands  that such  detailed  information  about  employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain  circumstances,  the use of the
simplified  method  beyond  December 31, 2007.  The Company  currently  uses the
simplified  method for "plain  vanilla"  share  options and  warrants,  and will
assess the impact of SAB 110 for fiscal year 2009.  It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated  Financial  Statements--an  amendment of ARB No. 51. This statement
amends  ARB  51  to  establish   accounting  and  reporting  standards  for  the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  It clarifies that a  noncontrolling  interest in a subsidiary is an
ownership interest in the consolidated  entity that should be reported as equity
in the  consolidated  financial  statements.  Before this  statement was issued,
limited guidance existed for reporting  noncontrolling  interests.  As a result,
considerable  diversity in practice existed.  So-called  minority interests were
reported in the consolidated  statement of financial  position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability  by eliminating  that  diversity.  This statement is effective for
fiscal years,  and interim  periods  within those fiscal years,  beginning on or
after  December 15, 2008 (that is,  January 1, 2009,  for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related  Statement  141 (revised  2007).  The Company
will adopt this Statement  beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

                                       28
<PAGE>
                                HL VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  July 31, 2008
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In  December  2007,  the FASB,  issued  FAS No.  141  (revised  2007),  Business
Combinations.'This   Statement   replaces  FASB  Statement  No.  141,   Business
Combinations,  but retains the  fundamental  requirements in Statement 141. This
Statement  establishes  principles and  requirements  for how the acquirer:  (a)
recognizes  and measures in its financial  statements  the  identifiable  assets
acquired,  the  liabilities  assumed,  and any  noncontrolling  interest  in the
acquiree;  (b)  recognizes  and measures  the goodwill  acquired in the business
combination  or a  gain  from  a  bargain  purchase;  and  (c)  determines  what
information to disclose to enable users of the financial  statements to evaluate
the nature and financial  effects of the business  combination.  This  statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual  reporting  period beginning on or
after  December  15,  2008.  An entity may not apply it before  that  date.  The
effective  date of this  statement  is the  same  as  that of the  related  FASB
Statement  No.  160,   Noncontrolling   Interests  in   Consolidated   Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not  believed  that  this will  have an  impact  on the  Company's  consolidated
financial position, results of operations or cash flows.

In February  2007,  the FASB,  issued SFAS No.  159,  The Fair Value  Option for
Financial Assets and  Liabilities--Including  an Amendment of FASB Statement No.
115.  This  standard  permits  an entity to choose  to  measure  many  financial
instruments  and certain other items at fair value.  This option is available to
all  entities.  Most of the  provisions  in FAS 159 are  elective;  however,  an
amendment  to FAS 115  Accounting  for  Certain  Investments  in Debt and Equity
Securities   applies  to  all  entities  with  available  for  sale  or  trading
securities.  Some requirements  apply differently to entities that do not report
net income.  SFAS No. 159 is effective as of the beginning of an entities  first
fiscal year that begins after November 15, 2007.  Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that  fiscal  year and also  elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the  adoption  of this  pronouncement  will have on its  consolidated  financial
statements.

In September  2006, the FASB issued SFAS No. 157, Fair Value  Measurements  This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value  measurements.  This statement  applies under other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement  will  change  current  practice.  This  statement  is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and  interim  periods  within  those  fiscal  years.   Earlier   application  is
encouraged,  provided  that the  reporting  entity has not yet issued  financial

                                       29
<PAGE>
                                HL VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  July 31, 2008
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

statements for that fiscal year,  including financial  statements for an interim
period within that fiscal year. The Company will adopt this  statement  March 1,
2008,  and it is not  believed  that this  will have an impact on the  Company's
consolidated financial position, results of operations or cash flows.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The Company had no operations during the period from May 21, 2007 (inception) to
July 31,  2008  and  generated  a net loss of  $21,435.  This  condition  raises
substantial  doubt about the Company's  ability to continue as a going  concern.
Because  the  Company is  currently  in the  exploration  stage and has  minimal
expenses,  management  believes  that the  company's  current cash of $53,315 is
sufficient to cover the expenses they will incur during the next twelve months.

NOTE 4. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common.

NOTE 5. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property.  The officers
and directors of the Company are involved in other business  activities and may,
in the future,  become involved in other business  opportunities  as they become
available.

Thus they may face a conflict in  selecting  between the Company and their other
business  interests.  The Company has not formulated a policy for the resolution
of such conflicts.

NOTE 6. INCOME TAXES

                                                             As of July 31, 2008
                                                             -------------------
     Deferred tax assets:
     Net operating tax carryforwards                              $ 21,435
     Other                                                               0
                                                                  --------
     Gross deferred tax assets                                       7,288
     Valuation allowance                                            (7,288)
                                                                  --------

     Net deferred tax assets                                      $      0
                                                                  ========

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

                                       30
<PAGE>
                                HL VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  July 31, 2008
--------------------------------------------------------------------------------

NOTE 8. NET OPERATING LOSSES

As of July 31,  2008,  the  Company has a net  operating  loss  carryforward  of
approximately $21,435. Net operating loss carryforward expires twenty years from
the date the loss was incurred.

NOTE 9. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On June 29, 2007 the Company issued a total of 1,600,000  shares of common stock
to one director for cash at $0.005 per share for a total of $8,000.

On July 18, 2007 the Company issued a total of 1,400,000  shares of common stock
to one director  for cash  advanced on behalf of the Company at $0.005 per share
for a total of $7,000.

On January  30, 2008 the Company  issued a total of  3,200,000  shares of common
stock to twenty six unrelated  investors for cash at $0.02 per share for a total
of $64,000.

As of July 31, 2008 the Company had 6,200,000  shares of common stock issued and
outstanding.

NOTE 10. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of July 31, 2008:

     *    Common  stock,  $  0.001  par  value:  75,000,000  shares  authorized;
          6,200,000 shares issued and outstanding.

                                       31
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain "disclosure controls and procedures," as such term is defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"),
that are designed to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. We
conducted an evaluation (the "Evaluation"), under the supervision and with the
participation of our Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO"), of the effectiveness of the design and operation of our disclosure
controls and procedures ("Disclosure Controls") as of the end of the period
covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on
this Evaluation, our CEO and CFO concluded that our Disclosure Controls were
effective as of the end of the period covered by this report.

CHANGES IN INTERNAL CONTROLS

We have also evaluated our internal controls for financial reporting, and there
have been no significant changes in our internal controls or in other factors
that could significantly affect those controls subsequent to the date of their
last evaluation.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

Our management, including our CEO and CFO, does not expect that our Disclosure
Controls and internal controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management or board override
of the control.

The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

                                       32
<PAGE>
CEO AND CFO CERTIFICATIONS

Appearing immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The officer and directors of HL Ventures Inc., whose one year terms will expire
6/1/09, or at such a time as their successor(s) shall be elected and qualified
are as follows:

Name & Address         Age     Position      Date First Elected    Term Expires
--------------         ---     --------      ------------------    ------------

Deniz Hassan            26     President,          5/21/07            6/1/09
Office 404 - 4th Floor         Secretary,
Albany House                   Treasurer,
324-326 Regent Street          CFO, CEO &
London W1B 3HH                 Director
United Kingdom

Adrian Lee              42     Director            5/21/07            6/1/09
Office 404 - 4th Floor
Albany House
324-326 Regent Street
London W1B 3HH
United Kingdom

The foregoing persons are promoters of HL Ventures Inc., as that term is defined
in the rules and regulations promulgated under the Securities and Exchange Act
of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

Mr. Hassan currently devotes 4-5 hours per week to company matters. In the
future he intends to devote as much time as the board of directors deems
necessary to manage the affairs of the company. Mr. Lee currently devotes 1-2
hours per week to company matters.

                                       33
<PAGE>
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

BACKGROUND INFORMATION

DENIZ HASSAN has been President, Secretary, Treasurer, CEO, CFO and Director of
the Company since inception. His work experience includes the following:

2005 to the present       Advertising Manager for Third Sector, Haymarket Media.
                          Third Sector is Great Britain's market leading
                          publication for the not-for-profit sector

2003 to 2005              Online Design & Engineering Design Engineer, designing
                          safe piping systems for major oil refineries

Education 2000 - 2003     BEng (Hons) Mechanical Design, Materials and
                          Manufacturing Engineering

ADRIAN LEE has been a Director of the Company since inception. His work
experience includes the following:

2003 to the present       Commercial Sales Director for Stoneacre, a Doncaster,
                          South Yorkshire automotive company

1999 to 2003              Senior Sales Manager for Reg Vardy, a Doncaster
                          automotive company.

1996 to 1999              Tool Engineer for Picador Engineering, Doncaster.

1992 - 1996               Tool Engineer for Linton and Hurst, Doncaster

1986 - 1992               Clearance Diver for Her Majesty's Forces - Navy

CODE OF ETHICS

Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.

We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.

                                       34
<PAGE>
Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:

     *    Honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships;
     *    Full, fair, accurate, timely and understandable disclosure in reports
          and documents that we file or submit to the Securities & Exchange
          Commission and in other public communications made by us;
     *    Compliance with applicable governmental laws, rules and regulations;
     *    The prompt internal reporting to an appropriate person or persons
          identified in the code of violations of our Code of Ethical Conduct;
          and
     *    Accountability for adherence to the Code.

ITEM 11. EXECUTIVE COMPENSATION

Our current officer receives no compensation. The current Board of Directors is
comprised of Mr. Lee and Mr. Hassan.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                Change in
                                                                                 Pension
                                                                                Value and
                                                                  Non-Equity   Nonqualified
                                                                  Incentive     Deferred       All
  Name and                                                          Plan         Compen-      Other
 Principal                                    Stock      Option    Compen-       sation      Compen-
 Position         Year   Salary     Bonus     Awards     Awards    sation       Earnings     sation     Total
 --------         ----   ------     -----     ------     ------    ------       --------     ------     -----
<S>               <C>       <C>       <C>       <C>        <C>        <C>           <C>         <C>     <C>
Adrian Lee        2008     0          0          0          0         0             0           0         0
Director          2007     0          0          0          0         0             0           0         0

Deniz Hassan      2008     0          0          0          0         0             0           0         0
CEO, CFO,         2007     0          0          0          0         0             0           0         0
President,
Secretary,
Treasurer &
Director
</TABLE>

There are no current employment agreements between the Company and its executive
officer.

On June 29, 2007, a total of 1,600,000 shares of common stock were issued to Mr.
Hassan in exchange for cash in the amount of $8,000 U.S., or $.005 per share. On
July 18, 2007 an additional 1,400,000 shares were issued to him in exchange for
$7,000 in mineral property expenses he paid on behalf of the Company.

The terms of these stock issuances were as fair to the Company, in the opinion
of the board of directors, as could have been made with an unaffiliated third
party.

Mr. Hassan currently devotes approximately 4-5 hours per week to manage the
affairs of the Company. Mr. Lee currently devotes 1-2 hours per week to the
Company. Mr. Lee and Mr. Hassan have agreed to work with no remuneration until

                                       35
<PAGE>
such time as the Company receives sufficient revenues necessary to provide
management salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
Company or any of its subsidiaries, if any.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of HL Ventures Inc.
voting securities by officers, directors and major shareholders as well as those
who own beneficially more than five percent of our common stock as of the date
of this prospectus:

          Name of                          No. of            Percentage
     Beneficial Owner(1)                   Shares           of Ownership:
     -------------------                   ------           -------------

     Deniz Hassan                        3,000,000               48%

     Adrian Lee                                  0                0%

     All Officers and
      Directors as a Group               3,000,000               48%

----------
(1)  Each of the persons named may be deemed to be a "parent" and "promoter" of
     the Company, within the meaning of such terms under the Securities Act of
     1933, as amended.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Lee and Mr. Hassan were not paid for any underwriting services that they
performed on our behalf with respect to our recent offering. They will also not
receive any interest on any funds that they may advance to us for expenses
incurred prior to generating revenue.

On June 29, 2007, a total of 1,600,000 shares of Common Stock were issued to Mr.
Hassan in exchange for $8,000 US, or $.005 per share. On July 18, 2007 an
additional 1,400,000 shares were issued to him in exchange for $7,000 in mineral
property costs that he paid on behalf of the company. All of such shares are
"restricted" securities, as that term is defined by the Securities Act of 1933,
as amended, and are held by an officer and director of the Company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the year ended July 31, 2008, the total fees charged to the company for
audit services including quarterly reviews were $7,000, for audit-related
services were $Nil, for tax services were $Nil and for other services were $Nil.

For the year ended July 31, 2007, there were no fees charged to the company for
audit services, audit-related services, tax services or other services.

                                       36
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

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

       3(i)          Articles of Incorporation
       3(ii)         Bylaws
      31.1           Sec. 302 Certification of Chief Executive Officer
      31.2           Sec. 302 Certification of Chief Financial Officer
      32.1           Sec. 906 Certification of Chief Executive Officer
      32.2           Sec. 906 Certification of Chief Financial Officer

                                   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.

October 22, 2008         HL Ventures Inc.


                             /s/ Deniz Hassan
                             ---------------------------------------------------
                         By: Deniz Hassan
                             (Chief Executive Officer, Chief Financial Officer,
                             Principal Accounting Officer, President, Secretary,
                             Treasurer & Director)

                                       37