UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F



( )	REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934



| |  | (X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| |  | -----------------------------------------------------------------------------------------

For the fiscal year ended December 31,
2012



( )	TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from 
to _____________



OR



( ) SHELL COMPANY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of event requiring this shell company report:
_______



Commission file number 016353



HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(Exact name of Registrant as specified in
its charter)



British Columbia, Canada

(Jurisdiction of Incorporation or organization)



Suite 300, 570 Granville Street, Vancouver,
British Columbia, Canada V6C 3P1

(Address of principal executive offices)



Securities to be registered pursuant to Section
12(b) of the Act:



None



Securities registered or to be registered pursuant
to Section 12 (g) of the Act:





Common Stock, Fully Paid and Non-Assessable
Common Shares Without Par Value

(Title of Class)



Securities for which there is reporting obligation pursuant to Section
15(d) of the Act: None



Indicate the number of outstanding shares of
each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 1,105,007
as of December 31, 2012. No preferred shares issued and outstanding



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]



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If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
     Yes [ ]      No [X ]



Note- Checking the box above will not relieve any registrant required
to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

_____________________________________________________________________________________



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 ninety days.     Yes [X]      No [ ]



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



Large accelerated filer [ ]      Accelerated filer [ ]      Non-accelerated
filer [X]





Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:



U.S. GAAP [ ]   	International Financial Reporting Standards as
issued	      Other [ ]

By the International Accounting Standards Board
[ X ]



If “Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 [ ]	     Item 18 [ ]



If this is an Annual Report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes [ ]      No [X]



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

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HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)



FORM 20-F ANNUAL REPORT 2012



TABLE OF CONTENTS



|ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                | - 4  | -
|---------------------------------------------------------------------------- | ---- | -
|ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE                              | - 4  | -
|ITEM 3. KEY INFORMATION                                                      | - 4  | -
|ITEM 4. INFORMATION ON THE COMPANY                                           | - 8  | -
|ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS                         | - 13 | -
|ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                           | - 20 | -
|ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                    | - 25 | -
|ITEM 8. FINANCIAL INFORMATION                                                | - 29 | -
|ITEM 9. THE OFFER & LISTING                                                  | - 30 | -
|ITEM 10. ADDITIONAL INFORMATION                                              | - 32 | -
|ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK          | - 41 | -
|ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES              | - 42 | -
|ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                     | - 42 | -
|                                                                             |      |  
|ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF |      |  
|PROCEEDS                                                                     | - 42 | -
|ITEM 15. CONTROLS AND PROCEDURES                                             | - 42 | -
|ITEM 16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES.                   | - 43 | -
|ITEM 17. FINANCIAL STATEMENTS                                                | - 44 | -
|ITEM 18. FINANCIAL STATEMENTS                                                | - 45 | -
|ITEM 19. LIST OF EXHIBITS                                                    | - 45 | -
|Exhibit 99.1*                                                                | - 74 | -
|Exhibit 99.2*                                                                | - 75 | -
|Exhibit 99.3*                                                                | - 76 | -
|Exhibit 11.1                                                                 | - 77 | -
|Exhibit 31.1                                                                 | - 78 | -
|Exhibit 32.1                                                                 | - 79 | -
|SIGNATURE PAGE                                                               | - 80 | -



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ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION



Item 3.A. Selected Financial Data



The selected financial data in Table I has
been derived from the audited financial statements of High 5 Ventures Inc. (hereinafter referred to as the “Company”
or the “Registrant” or “High 5”). The financial data under the tables 2008 and 2009 have been prepared
in accordance with accounting principles generally accepted in Canada (“GAAP”) and the financial data under 2010, 2011
and 2012 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board (“IFRS”). The information should be read in conjunction with the Registrant's financial statements
and notes thereto included in Item 17 of this Annual Report.



All
financial figures presented herein and throughout this Annual Report are expressed in Canadian dollars (Cdn$) unless otherwise
specified. On April 16, 2009 the Company’s share capital was consolidated on the basis of twenty-five old common shares for
one new common share, and on August 31, 2012 the Company’s share capital was consolidated on the basis of fifteen old common
shares for one new common share.All common shares and per share
amounts included in this Annual Report on Form 20-F (2012) have been restated to give retroactive effect to the 15:1 share consolidation,
which took effect on August 31, 2012 as further described in Results of Operations
in Item 4.(a) of this document.

TABLE I



|                                           |   | Year Ended December 31, 2009 | Year Ended December 31, 2008
|------------------------------------------ | - | ---------------------------- | ----------------------------
|Operating Revenue                          | $ | 0                            | 0                           
|Interest Income                            | $ | 270                          | 605                         
|Net Income (loss)                          | $ | (550,218)                    | (1,511,761)                 
|Basic net earnings/(loss) per common share | $ | (2.19)                       | (20.74)                     
|Total Assets                               | $ | 162,205                      | 244,894                     
|Capital Stock                              | $ | 23,492,381                   | 23,006,115                  
|Number of common shares at year-end        | $ | 561,352                      | 72,996                      
|Long term-obligations                      | $ | 0                            | 0                           
|Cash dividends                             | $ | 0                            | 0                           

Note:All common shares and per share amounts included in the above table have been restated to give retroactive effect to
the 15:1 consolidation described in Information on the Company under Item 4. of this Annual Report.

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TABLE II



|                                           |   | Year Ended
        December 31, 2012 | Year Ended
        December 31, 2011 | Year Ended December 31, 2010
|------------------------------------------ | - | ------------------------------------ | ------------------------------------ | ----------------------------
|Operating Revenue                          | $ | 0                                    | 0                                    | 0                           
|Interest Income                            | $ | 0                                    | 0                                    | 27                          
|Net Income (loss)                          | $ | (163,147)                            | (483,413)                            | (451,400)                   
|Basic net earnings/(loss) per common share | $ | (0.15)                               | (0.47)                               | (0.60)                      
|Total Assets                               | $ | 12,707                               | 3,140                                | 168,807                     
|Capital Stock                              | $ | 24,117,881                           | $24,117,881                          | $23,866,681                 
|Number of common shares at year-end        |   | 1,105,007                            | 1,105,019                            | 930,885                     
|Long term-obligations                      | $ | 0                                    | 0                                    | 0                           
|Cash dividends                             | $ | 0                                    | 0                                    | 0                           

Note:All common shares and per share amounts included in the above table have been restated to give retroactive effect to
the 15:1 consolidation described in Information on the Company under Item 4. of this Annual Report.





Had the financial statements of High 5 been
prepared in accordance with accounting principles and practices generally accepted in the United States and required by the United
States Securities and Exchange Commission ("SEC"), certain selected financial data would be disclosed as per Table II.



TABLE II

|                                       |   | Year Ended December 31, 2009 | Year Ended December 31, 2008
|-------------------------------------- | - | ---------------------------- | ----------------------------
|Net earnings/(loss)                    | $ | (489,936)                    | (1,344,751)                 
|Basic earnings/(loss) per common share | $ | (1.95)                       | (18.45)                     
|Number of Common shares at year end    |   | 561,352                      | 72,996                      
|Total Assets                           | $ | 11,128                       | 33,535                      





Exchange Rates



|                 | Monthly High ($) (1) | Monthly Low ($)(1)
|---------------- | -------------------- | ------------------
|July 2012        | 0.9982               | 0.9779            
|August 2012      | 1.0145               | 0.9929            
|September 2012   | 1.0327               | 1.0092            
|October
    2012 | 1.0225               | 0.9992            
|November 2012    | 1.0083               | 0.9962            
|December 2012    | 1.0166               | 1.0035            



(1) The high and low exchange rates have been calculated
using the rates of the Bank of Canada.





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|                    | For Year Ended December 31, 2012 | For Year Ended December 31, 2011 | For Year Ended December 31, 2010 | For Year Ended December 31, 2009 | For Year Ended December 31, 2008
|------------------- | -------------------------------- | -------------------------------- | -------------------------------- | -------------------------------- | --------------------------------
|Average rate ($)(2) | 1.003                            | 1.0110                           | 0.9706                           | 0.8760                           | 0.9381                          
|High ($)(3)         | 1.0327                           | 1.0607                           | 1.0054                           | 0.9470                           | 1.0241                          
|Low ($)(3)          | 0.9618                           | 0.9480                           | 0.9307                           | 0.7916                           | 0.7731                          

(2)The
average exchange rate for the period has been calculated using the yearly rate of the Bank of Canada.

(3)The
high and low exchange rates in each period were determined from the yearly rate of the Bank of Canada.



All of the amounts in the Exchange rates tables
above are stated in U.S. currency. Accordingly, at the closing on December 31, 2012,the U.S. $1.00 was equalto
Cdn $1.0051.



Item 3.D. Risk Factors



The Company, and the Securities of the Company,
should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating
an investment in any of the Company's Securities:



1).RISKS RELATED TO THE COMPANY’S BUSINESS



- Regulations: High 5’s
proposed mineral exploration programs, are subject to extensive federal, provincial and local laws and regulations governing such
exploration, development and operation of mining activities as well as the protection of the environment, including laws and regulations
relating to obtaining permits to mine, protection of air and water quality, hazardous waste management, mine reclamation and the
protection of endangered or threatened species.



-Exploration and Development:
The resource properties in which the Company has an interest are in the exploration stages only and do not have a known body of
commercial ore. Exploration and development of natural resource properties involve a high degree of risk and few properties which
are explored are ultimately developed into producing properties. Substantial expenditures are required to establish reserves through
drilling, to develop processes to extract the resources and, in the case of new properties, to develop the extraction and processing
facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery
of a major deposit, no assurance can be given that resources will be discovered in sufficient quantities or grades to justify commercial
operations or that the funds required for development can be obtained on a timely basis.



- Operating Hazards and Risks:Exploration
for natural resources involves many risks, which even a combination of experience, knowledge and careful evaluation may not be
able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks
normally incidental to exploration, development and production of resources, any of which could result in work stoppages, damages
to persons or property and possible environmental damages. Although the Company may obtain liability insurance in an amount which
it considers adequate, the nature of these risks is such that liabilities might exceed policy limits, the liabilities and hazards
might not be insurable against, or the Company might not elect to insure itself against such liabilities due to high premium costs
or other reasons, in which event the Company could incur significant costs that could have a material adverse effect upon its financial
condition.



-6-





-Fluctuating Metal Prices: The prices of those commodities
have fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Company's control including
international, economic and political trends, expectations of inflation or deflation, currency exchange rate fluctuations, interest
rates fluctuations, global or regional consumptive patterns, speculative activities and increased production due to new extraction
developments and improved extraction and production methods. The effect of these factors on the prices of metals, and therefore
the economic viability of the Company's interest in exploration projects, cannot be accurately predicted.



-Environmental Factors: Should
the Company decide to conduct any mineral exploration works then all phases of the Company's mineral exploration works shall besubject to environmental regulation in the various jurisdictions in which the Company operates. Environmental legislation is
evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more
stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers,
directors and employees.



- Competition: The resource
industry is intensely competitive in all of its respective phases, and the Company competes with many companies possessing much
greater financial resources and technical facilities than the Company. As such, competition is adversely affecting the Company's
ability to acquire suitable mineral exploration properties at reasonable prices.



- Management: The Company
is dependent on a relatively small number of key employees, the loss of any of whom could have an adverse effect on the Company.



- Dilution: There are
a number of outstanding securities and agreements pursuant to which common shares of the Company may be issued in the future. This
will result in further dilution to the Company's shareholders.



- Revenues and Dividends:
In the past the Company used to generate some revenues however the Company does not presently generate any revenues and does not
anticipate generating any revenues in the near future. Consequently, if the Company requires additional funds for the exploration
and development of its interests in mineral properties or for operating capital purposes, or for acquiring interests in other mineral
properties, the Company will have to seek equity or debt financing which may or may not be available to the Company. Furthermore,
the Company has not paid any dividends in the past and does not expect to pay any dividends in the future. In the event of generating
any earnings, the Company expects to retain its earnings to finance further growth and, when appropriate, retire debt.



- Requirement of New Capital:
As a company without any revenues, the Company typically needs more capital than it has available to it or can expect to generate
through the sale of its assets. In the past, the Company has had to raise, by way of debt and equity financings, considerable funds
to meet its capital needs. There is no assurance that the Company will be able to continue to raise funds needed for its business.
Failure to raise the necessary funds in a timely fashion will limit the Company's growth.



-U.S. Federal Income Tax Considerations:
The Company is classified as a Passive Foreign Investment Company ("PFIC") for U.S. Federal Income Tax purposes. Classification
as a PFIC will create U.S. Tax consequences to a U.S. shareholder of the Company that are unique to the PFIC provisions and that
are not encountered in other investments. Prospective investors are advised to consult their own tax advisors with respect to the
tax consequences of an investment in the common shares of the Company.



- Penny Stock: The Company's
securities are deemed to be Penny Stocks and are therefore subject to Penny Stock rules as defined in Rule 3a(51)(1) of
the 1934 Exchange Act. The Penny Stock disclosure requirements may have the effect of reducing the level of trading activity of
the Company's securities in the secondary market. Penny Stocks are low-priced shares of small companies not traded on a U.S. national
exchange or quoted on Nasdaq. The Company's securities are quoted for trading on the OTCQB tier of the OTC Markets Group (“OTCQB”).
Penny Stocks, such as the Company's securities, can be very risky. Prices of Penny Stocks are often not available. Investors in
Penny Stocks are often unable to sell stock back to the dealer that sold them the
stock. Investors may lose all their investment in Penny Stocks. There is no guaranteed rate of return on Penny Stocks. Before an
investor purchases any Penny Stock, U.S. Federal law requires a salesperson to tell the investor the "offer" and
the "bid" on the Penny Stock, and the "compensation" the salesperson and the firm receive for
the trade. The firm also must mail a confirmation of these prices to the investor after the trade. The Investor's Broker-dealer
is required to obtain the investor's signature to show that the investor has received the statement titled "Important Information
on Penny Stocks" before the investor first trades in a Penny Stock. This Statement is required by the U.S. Securities and
Exchange Commission ("SEC") and contains important information on Penny Stocks. Furthermore, under penalty of Federal
Law the Investor's brokerage firm must tell the investor at two different times - before the investor agrees to buy or sell a Penny
Stock, and after the trade, by written confirmation the following: 1) the bid and offer price quotes for the Penny Stock, and the
number of shares to which the quoted prices apply, 2) the brokerage firm's compensation for the trade, 3) the compensation received
by the brokerage firm's salesperson for the trade. In addition, to these items listed above the investor's brokerage firm must
send the investor monthly account statements and a written statement of the investor's financial situation and investment goals
as required by the Securities Enforcement and Penny Stock Reform Act of 1990.

-7-











- Disruption in Trading: Trading
in the common shares of the Company may be halted or suspended for certain reasons, including, but not limited to, the failure
by the Company to submit documents to the Regulatory Authorities within the required time periods.



-
Tax Considerations –Persons considering the purchase of the Company’s common shares should consult
their tax advisors with regard to the application of Canadian, U.S. and other tax laws to their particular situation.





ITEM 4. INFORMATION ON THE COMPANY



Item 4.A. History and Development of the Company



The legal and commercial name of the company is HIGH 5 VENTURES
INC. (“High 5”).



The Company was incorporated by memorandum
under the Company Act of the Province of British Columbia, Canada on August 24, 1984 (Exhibit 3.1 – Incorporated by reference)
and was registered extra-provincially in the Province of Ontario, Canada on October 19, 1984. On May 31, 1988, the Company adopted
as the French form of its name "Ressources Armeno Inc.". On May 25, 1992, the name of the Company was changed to Ag Armeno
Mines and Minerals Inc. in the English form, and "Les Mines et Mineraux Ag Armeno Inc." in the French form. On April
25, 2000, the name of the Company was changed from Ag Armeno Mines and Minerals Inc. in the English form, and "Les Mines et
Mineraux Ag Armeno Inc.", in the French form, to Golden Nugget Exploration Inc. On May 2, 2002, the name of the Company was
changed from Golden Nugget Exploration Inc. to Lucky 1 Enterprises Inc. On January 17, 2005, the name of the Company was changed
from Lucky 1 Enterprises Inc. to Bronx Ventures Inc. and the Company adopted new Articles (Exhibit 3.2 - Incorporated by reference).
On March 19, 2007, the Company changed its name to Zab Resources Inc. On April 16, 2009, the Company changed its name from Zab
Resources Inc. to Kokomo Enterprises Inc. On August 31, 2012, the Company changed its name from Kokomo Enterprises Inc. to High
5 Ventures Inc. (see Exhibit 3.5* – Attached).



On April 4, 1985, the Company's common shares
were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq
SmallCap Market on May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its common shares from the Montreal Exchange,
and, on October 3, 1994, the Company's shares were delisted from the Nasdaq SmallCap Market. Effective October 4, 1994, the Company's
shares have been listed for trading on the OTC Bulletin Board and are now listed for trading on the OTCQB tier of the OTC Markets
Group Inc (“OTCQB). Effective November 29, 1999 the Vancouver Stock Exchange became known as the Canadian Venture Exchange (hereinafter referred to as the “CDNX”)
as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange. On July 5, 2001, the Company made
a formal application to the CDNX requesting the voluntary delisting of the Company’s common shares from trading on the CDNX,
as a result of which, the common shares of the Company were delisted from trading on the CDNX effective at the close of trading
on July 31, 2001.

-8-









On July 30, 1986, the Company's share capital
split on the basis of one-old-for-two-new common shares. On May 25, 1992, the Company's share capital was consolidated on the basis
of ten-old-for-one-new common share. On April 25, 2000, the Company’s share capital was consolidated on the basis of fifteen-old-for-one-new
common share. On May 2, 2002, the Company’s share capital was consolidated on the basis of five-old-for-one-new common share
and its authorized share capital was subsequently increased to 200,000,000 common shares without par value. On January 17, 2005,
the Company’s share capital was consolidated on the basis of thirty-five-old-for-one-new common share and its authorized
share capital was increased to an unlimited number of common and preferred shares without par value. On March 19, 2007, the Company
subdivided its capital stock on a 1 (old) share for 50 (new) shares basis. As a result, the shares of Bronx Ventures Inc. were
de-listed from trading and the shares of Zab Resources Inc.(“Zab”) commenced trading on March 22, 2007 on the OTC Bulletin
Board in the USA under the symbol “ZABRF”.



As of November 28, 2007, the common
shares of the Company have been listed for trading on the Canadian National Stock Exchange (“CNSX”) (formerly known
as the Canadian Trading and Quotation System (CNQ)) under the trading symbol “ZABK”. On October 17, 2008, the Company’s
CNSX symbol was changed to “ZAB” pursuant to the CNSX adopting a three character symbol format.



On April 16, 2009, the Company’s
share capital was consolidated on the basis of 25 (old) shares for 1 (new) share and the Company changed its name to Kokomo Enterprises
Inc. (“Kokomo”). As a result, the shares of Zab were de-listed from trading and the shares of Kokomo commenced trading
in Canada on the CNSX under the symbol “KKO”, and in the U.S.A. the shares of Kokomo commenced trading on the OTC Bulletin
Board under the symbol “KKOEF”.



On August 31, 2012, the Company’s
share capital was consolidated on the basis of 15 (old) common shares for 1 (new) common share and the Company changed its name
to High 5 Ventures Inc. (“High 5”) . As a result, the shares of Kokomo were de-listed from trading and the shares of
High 5 commenced trading in Canada on the CNSX under the symbol “HHH”, and in the U.S.A. the shares of High 5 trade
on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s common shares is 42966V105.



Since its incorporation, the Company has been
engaged primarily in the identification, acquisition, exploration and, if warranted, the development of natural resource properties
and, for a brief period of time, the Company, through its formerly owned Ecuadorean subsidiary, Armenonic del Ecuador S.A. (“Armenonic”)
operated the San Bartolome lead/zinc/silver mine in Ecuador.



High 5 is a junior
mineral exploration company. The Company has a 33% undivided interest in the Extra High Property located in the Province of British
Columbia, and the Company has a one-half percent (1/2%) gross receipts royalty interest in certain lithium mineral properties located
in the Province of Ontario. The principal business of High 5 is in mineral exploration.The Company's ability to pursue
its stated primary business and to meet its obligations as they come due is dependent upon the ability of management to obtain
the necessary financings either through private placements or by means of public offerings of the Company's securities or through
the exercise of incentive stock options or warrants or through debt financings or through the sale of its assets.



Effective
as of April 26, 2013, the Company’s head office is Suite 300, 570 Granville Street, Vancouver, British Columbia, Canada,
V6C 3P1. The telephone number is (604) 681-1519 (ext. 6106) and the
telefax number is (604) 681-9428. The contact person is Bedo H. Kalpakian.



-9-





The Company's registered office and records
office is located at: P.O. Box 10068, #1600 -609 Granville Street, Vancouver, British Columbia, Canada V7Y 1C3. The telefax number
is (604) 669-3877.



The Registrar and Transfer Agent of the Company
is Computershare Investor Services Inc, 510 Burrard Street, Vancouver, BC , Canada V6C 3B9. The telefax number is (604) 661-9407.



The Auditors of the Company are Smythe Ratcliffe,
Chartered Accountants, 7th floor, Marine Building, 355 Burrard Street, Vancouver, British Columbia, Canada V6C 2G8.
The telefax number is (604) 688-4675.



Item 4.B. Business Overview



Summary



High 5 is a junior mineral exploration company.
The Company has a 33% undivided interest in the Extra High Property located in the Province of British Columbia, and the Company
has a one-half percent (1/2%) gross receipts royalty interest in certain lithium mineral properties located in the Province of
Ontario. The principal business of High 5 is in mineral exploration.



High 5 is a reporting issuer in
the Provinces of British Columbia, Alberta, Quebec and Ontario and files all public documents, including an AIF in its
alternate form, on www.Sedar.com . The Company is a foreign private issuer in the United States of America and in this
respect files, on EDGAR, its Annual Report on Form 20-F and other reports on Form 6K. The following link,
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000825171&owner=exclude&count=40 will give
you direct access to the Company’s filings.



Presently, High 5 is seeking opportunities
of merit to get involved in. It should be noted that there are no assurances that High 5 shall be successful in its attempts of
seeking opportunities of merit to get involved in.



Item 4. C. Organizational Structure



Not Applicable.



Item 4.D. Property, Plants and Equipment



I. Extra High Property, Kamloops Mining
Division, British Columbia, Canada



On March 26, 2004, the Company entered into
an Option Agreement (Exhibit 10.5 – Incorporated by reference) with an arm’s length party (the “Arm’s Length
Party”) in respect to certain mineral claims, which are situated in the Kamloops Mining Division in British Columbia (the
“Extra High Property”). Pursuant to the terms of the Option Agreement as amended on March 8, 2005, the Company obtained
the right to acquire a 100% undivided interest in the Extra High Property, subject to a 1.5% net smelter returns royalty (the “Arm’s
Length Royalty”), by making staged cash payments totalling $150,000 and incurring exploration expenditures on the Extra High
Property totalling $500,000 over a period of three years. Upon the Company earning a 100% undivided interest in the Extra High
Property, the Company obtained the right to purchase at any time 50% of the Arm’s Length Royalty by paying to the Arm’s
Length Party the sum of $500,000 leaving the Arm’s Length Party with a 0.75% NSR royalty.



In the spring of 2004, the Company commissioned
an independent review of the Extra High Mineral Property by Erik Ostensoe, P. Geo., who prepared a report, dated the 22nd
day of April, 2004 titled “National Policy 43-101 Report, Extra High Mineral Property, Kamloops Mining Division, British
Columbia”. The report recommended exploration work programs be carried out on the Extra High Mineral Property in order to
evaluate the mineral potential of the Extra High Mineral Property. This report has been filed on www.Sedar.com by the Company.

-10-







Commencing
in May, 2005 and up to December, 2005, the Company conducted its exploration program on the Extra High Property. The exploration
program consisted of soil sampling, geological mapping, trenching and diamond drilling. A total of 1,874.3 metres of NQ diamond
drilling and 455 lineal metres of trenching were completed while 194 soil samples were collected over 4 areas on the Extra High
Mineral Property. The exploration work program was conducted by, and was under the direct supervision of, J.W. Murton, P. Eng,
a qualified person as defined by National Instrument 43-101. At the time, Mr. J.W. Murton was a director of the Company. Mr. J.
W. Murton has recommended a two phase exploration program on the Extra High Mineral Property due to the positive results obtained
from the 2005 exploration program. Mr. J. W. Murton has prepared for the Company a Technical Report (NI 43-101) on the Extra High
Property (2005 Exploration Program) dated February 28, 2006 which has been filed by the Company on www.Sedar.com , and on the Company’s
Corporate Website, www.high5venturesinc.com . For further particulars about the Extra High Mineral Property and the 2005 Exploration
Program, please visit either www.sedar.com or www.high5venturesinc.com.



On September 8, 2006, the Company entered into
an Option Agreement (Exhibit 10.11 – Incorporated by reference) with Colt Resources Inc. (“Colt”), a company
formerly related by certain directors and officers, whereby Colt obtained the right to acquire a 50% undivided interest, subject
to the Arm’s Length Royalty, in the Extra High Property by incurring exploration expenditures of $240,000 on the Extra High
Property by no later than February 28, 2007 and by making cash payments to the Company totalling

$133,770 by no later than March 26, 2007.



On September 12, 2006, the Company and the
Arm’s Length Party amended the Option Agreement (Exhibit 10.5.1 – Incorporated by reference) by entering into an Amending
Agreement whereby the Company was granted an extension period until June 26, 2007 to make the balance of cash payments to the Arm’s
Length Party and incur the remaining exploration expenditures on the Extra High Property.



On October 31, 2006, the Company and Colt entered
into an Amending Agreement (Exhibit 10.11.2 – Incorporated by reference) whereby Colt was granted an extension period until
June 26, 2007 to incur exploration expenditures on the Extra High Property and to make the cash payments to the Company.



On April 16, 2007, the Company and the Arm’s
Length Party amended the Option Agreement (Exhibit 10.5.2 – Incorporated by reference) by entering into an Amending Agreement
whereby the Company was released of the requirement to incur the remaining exploration expenditures but instead was required to
make a cash payment of $60,000 (paid) to the Arm’s Length Party.



On June 14, 2007, the Company amended its
Option Agreement with Colt whereby Colt would have the right to acquire a 34% interest in the Extra High Property by making cash
payments to the Company totalling $193,770 by no later than June 26, 2007. The Amending Agreement released Colt of the requirement
to incur $240,000 in exploration expenditures on the Extra High Property.



On June 26, 2007, the Company made its final
payment to the Arm’s Length Party thereby earning a 100% undivided interest in the Extra High Property subject only to the
Arm’s Length Royalty. Colt made its final payment to the Company and earned its 34% interest in the Extra High Property,
thus reducing the Company’s interest to 66%.



During
2007, the Company and its joint venture partner Colt conducted a diamond drilling program on the Extra High Property. A total of
1,293.59 metres were drilled in 8 NQ diamond drill holes. The diamond drilling program was targeted at expanding the previously
indicated mineralization in the K7 lens and was successful in revealing the potential for larger zones of lower grade mineralization
lying adjacent to the massive sulphide mineralization indicated in earlier work. The diamond drilling program was conducted by
and was under the direct supervision of J. W. Murton, P. Eng., a qualified person as defined by National Instrument 43-101. At
the time, Mr. J. W. Murton was a director of the Company. For further particulars about the diamond drilling program please see
the report on the 2007 Diamond Drilling Program dated February 28, 2008 that was prepared for the Company and Colt by J. W. Murton,
P. Eng. which has been filed
by the Company on its corporate website www.high5venturesinc.com

-11-











At December 31, 2007, the Company held a 66%
interest in the Extra High Property.



On January 21, 2008, the Company entered into
an Option Agreement (the “2008 Option Agreement”) (Exhibit 10.11.3 - Incorporated by reference) with Colt whereby
Colt was granted the right and option to acquire, in two separate equal tranches, the Company’s 66% undivided interest in
the Extra High Property. Pursuant to the 2008 Option Agreement, Colt exercised the first tranche of the option by making a cash
payment of $250,000 to the Company thus acquiring from the Company a 33% undivided interest in the Extra High Property. As a result
of Colt exercising the first tranche of the option, Colt increased its undivided interest in the Extra High Property to 67% and
has become the operator of the Extra High Property.



In order to exercise the second tranche of
the option, Colt was required to make a cash payment of $250,000 to the Company on or before December 31, 2008. Colt did not exercise
the second tranche of the option. Consequently, Colt now holds a 67% undivided interest in the Extra High Property and the Company
now holds a 33% undivided interest in the Extra High Property. Pursuant to the Joint Venture which the Company and Colt have formed,
each party shall henceforth contribute its proportionate share of property related expenditures. If any party fails to contribute
its share of future property related expenditures, then its interest will be diluted on a straight-line basis. If any party’s
interest is diluted to less than 10%, then that party’s interest in the Extra High Property will be converted into a 0.5%
net smelter returns royalty.



As at December 31, 2008, 2009, 2010, 2011 and
2012, the Company held a 33% undivided interest in the Extra High Property.



Neither the Company nor the operator of the
Extra High Property has incurred any meaningful exploration or evaluation expenditures in recent years with respect to the Extra
High Property. Accordingly, during the fiscal year-ended 2011 the Company recognized an impairment provision of $151,339 (2010
- $nil) to reduce the carrying amount to $1. If there is an indication in the future that the impairment loss recognized no longer
exists or has decreased, the recoverable amount will be estimated and the carrying value of the property will be increased to its
recoverable amount.



Investment in the Extra High Property consists
of costs incurred as follows:



|                                                | 2012 | 2011 |            | 2010 |   | Cumulative to December 31, 2012 | 
|----------------------------------------------- | ---- | ---- | ---------- | ---- | - | ------------------------------- | 
|                                                |      |      |            |      |   |                                 | 
|Acquisition (property option payments)          | $    | 0    | $ 0        |      | $ | 0                               | 
|S Staking                                       |      | 0    | 0          |      |   | 0                               | 
|Assessment and miscellaneous                    |      | 0    | 0          |      |   | 0                               | 
|Geological, geochemical, trenching and drilling |      | 0    | 0          |      |   | 263                             | 
|Colt property option payments                   |      | 0    | 0          |      |   | 0                               | 
|Impairment                                      |      | 0    | (151,339)  |      |   | 0                               | 
|                                                |      |      |            |      |   |                                 | 
|                                                | $    | 0    | $(151,339) |      | $ | 263                             | 
|                                                |      |      |            |      |   |                                 | 



As of the date of this Annual Report, the Company
holds a 33% undivided interest in the Extra High Property.



The Extra High Property, consisting of a total
area of approximately 1,074 hectares, is located on Samatosum Mountain, immediately south of the formerly producing Samatosum Mine,
60 km northeast of Kamloops, British Columbia. :

-12-









Legal Description



The Extra High Mineral Property tenures are
as follows:



|TENURE
        NUMBER | NAME OF CLAIM | Property Size
        (in hectares) | CONVERSION DATE OR DATE
        STAKED | BC MAP # | EXPIRY DATE
|--------------------- | ------------- | ----------------------------------- | -------------------------------------- | -------- | -----------
|509949                | Extra High    | 60.829                              | 2005/MAR/31                            | 082M     | 2016/APR/02
|509956                | Extra High    | 182.52                              | 2005/MAR/31                            | 082M     | 2016/APR/02
|509961                | Extra High    | 121.664                             | 2005/MAR/31                            | 082M     | 2016/APR/02
|509963                | Extra High    | 40.569                              | 2005/MAR/31                            | 082M     | 2016/APR/02
|509969                | Extra High    | 344.834                             | 2005/MAR/31                            | 082M     | 2016/APR/02
|510213                | Extra High    | 20.289                              | 2005/APR/05                            | 082M     | 2016/APR/02
|510214                | Extra High    | 40.557                              | 2005/APR/05                            | 082M     | 2016/APR/02
|510215                | Extra High    | 81.124                              | 2005/APR/05                            | 082M     | 2016/APR/02
|510306                | Extra High    | 60.857                              | 2005/APR/05                            | 082M     | 2016/APR/02
|                      |               |                                     |                                        |          |            
|509952                | Super High #1 | 60.824                              | 2005/MAR/31                            | 082M     | 2016/MAR/31
|520184                | Super High #2 | 20.275                              | 2005/SEP/20                            | 082M     | 2016/SEP/20
|520186                | Super High #3 | 40.544                              | 2005/SEP/20                            | 082M     | 2016/SEP/20



| | II. | Ontario, Canada Lithium Properties (Mineral Leases)
| | --- | ---------------------------------------------------



These Mineral Leases were previously written
off at the end of fiscal 2000. During the year ended December 31, 2008, the Company sold all of its Mineral Leases for gross proceeds
of $54,500. However, in the event that at a future date the Mineral Leases are placed into commercial production, then the Company
is entitled to receive a 0.50% gross receipts royalty after six months from the date of commencement of commercial production.



ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS



Item. 5.A. Results of
Operations



The following
table contains selected annual information for the three years ended December 31, 2012, 2011 and 2010 which are in accordance with
IFRS:



|                                                           |   | Year Ended
        December 31, 2012 | Year Ended December 31, 2011 | Year Ended December 31, 2010
|---------------------------------------------------------- | - | ------------------------------------ | ---------------------------- | ----------------------------
|Revenue                                                    | $ | 0                                    | 0                            | 0                           
|Interest income                                            |   | 0                                    | 0                            | 27                          
|Loss before other items                                    |   | (163,147)                            | (483,413)                    | (451,400)                   
|Basic and diluted loss per common share before other items |   | (0.15)                               | (0.47)                       | (0.60)                      
|Net income/(loss)                                          |   | (163,147)                            | (483,413)                    | (451,400)                   
|Basic and diluted net earnings/(loss) per common share     |   | (0.15)                               | (0.47)                       | (0.60)                      
|Total assets                                               |   | 12,707                               | 3,140                        | 168,807                     
|Long term financial obligations                            |   | 0                                    | 0                            | 0                           
|Cash dividends                                             |   | 0                                    | 0                            | 0                           



Note: All
common shares and per share amounts included in the above table for the years ended December 31, 2012, 2011 and 2010 have been
restated to give retroactive effect to the 15:1 share consolidation described in Information on the Company under Item 4. of this
Annual Report.Earnings (loss) per common share calculations in the above table are
based on the weighted average number of shares outstanding as shown in the Annual Statements of Comprehensive Loss for the above
mentioned periods.



-13-











All financial figures presented
herein are expressed in Canadian Dollars (CDN$) unless otherwise specified.



Effective August
31, 2012, the Company changed its name from Kokomo Enterprises Inc. (“Kokomo”) to High 5 Ventures Inc. (“High
5”) and consolidated its share capital on the basis of fifteen (old) Kokomo common shares for one (new) High 5 common share.
The common shares of the Company trade on the Canadian National Stock Exchange (CNSX) under the symbol “HHH”, and in
theUSA, the Company's common shares trade on the OTCQB tier of the OTC markets under the trading
symbol “HHHEF”. The Cusip number of the Company’s common shares is 42966V105. The Company’s head office
is located at Suite 300, 570 Granville Street, Vancouver, BC, Canada, V6C 3P1. The Company’s registrar and transfer agent
is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9.



All common shares and per share amounts have
been restated to give retroactive effect to the 15:1 share consolidation, which took effect on August 31, 2012.



Certain prior period comparative figures presented in the annual
audited financial statements for the years ended December 31, 2012 and 2011 have been reclassified to conform to the presentation
adopted in the current year.



The Company has announced that it intends to
raise up to Cdn $1,200,000 (the “Principal Amount”) from various investors through the issuance of a Convertible Debenture.
The Maturity Date of the Convertible Debenture shall be 18 months, and the Convertible Debenture shall bear interest at the rate
of 15% per annum which shall be paid on a quarterly basis. At any time up to the Maturity Date, the Principal Amount together with
accrued interest may be converted, at the sole discretion of the Company, into the Company’s common shares at the price of
$0.25 per common share. On April 22, 2013, the Company announced the closing of the first tranche of the Convertible Debenture
with two parties for a total amount of Cdn $150,000.



At the Annual General Meeting of the Company’s
shareholders which was held on June 20, 2012, the shareholders received the Audited Financial Statements for the years ended December
31, 2011 and 2010 and the Auditor’s Report thereon; fixed the number of Directors for the ensuing year at four; elected Bedo
H. Kalpakian, Jacob H. Kalpakian, Gregory T. McFarlane and Fred A.C. Tejada as Directors of the Company; re-appointed the Company’s
Auditor, Smythe Ratcliffe, Chartered Accountants, for the ensuing year and authorized the Directors to fix the remuneration to
be paid to the Auditor and, re-approved the Company’s 2004 Stock Option Plan.



On May 6, 2011, the Company entered into
a binding letter of intent (“LOI”) with Arqueana de Minerios E Metais Ltda. (“Arqueana”) and its shareholders
(“Arqueana Group”) in respect to Arqueana’s mineral concessions and Arqueana’s real estate (“Arqueana’s
Assets”) (Exhibit 10.23 – Incorporated by reference). Pursuant to the LOI, the parties agreed to enter into a Definitive
Property Option Agreement within a period of 60 business days whereby the Company would have been granted the right to acquire
up to a 75% right, title and interest in Arqueana’s Assets by making staged cash payments totaling $800,000, issuing a total
number of 466,667 common shares of the Company and incurring property related expenditures totaling $8,000,000 over a period of
three years. Upon earning a 75% right, title and interest in Arqueana’s Assets, the Company would have been obligated, subject
to certain terms and conditions, to issue an additional 200,000 common shares of the Company and to make additional payments totaling
$1,000,000. In respect to the then contemplated transaction, the Company hired the services of Wardrop, A Tetra Tech company, to
prepare a technical report in accordance with NI 43-101 for a due diligence review on Arqueana’s Assets which
was completed and had an effective date of August 12, 2011. During the months of August and September 2011, the Company attempted
to renegotiate the terms and conditions of the LOI with the Arqueana Group. However, the Company’s attempts to renegotiate
the terms and conditions of the LOI with the Arqueana Group were unsuccessful, as a result of which, on October 4, 2011 the Company
decided not to proceed any further with the Arqueana Group in respect to Arqueana’s Assets, and the Company decided to abandon
this project.

-14-









Costs incurred in respect to the Arqueana Property
are as follows:

|                                        |  |  | 2011
|--------------------------------------- |  |  | ----
|                                        |  |  |     
|Due Diligence Report                    |  |  |     
|Advance payment as per Letter of Intent |  |  |     
|Consulting                              |  |  |     
|Travel                                  |  |  |     
|Miscellaneous                           |  |  |     
|                                        |  |  |     

* As at December 31, 2011, the Company has written-off the costs
that it has incurred in respect to the Arqueana Property.



On June 1, 2011, the Company entered into an
Investor Relations Agreement with an arm’s length party in Germany (the “Arm’s Length Party”) (Exhibit
10.24 – Incorporated by reference) for a period of four months for a cash consideration of US $750 and the granting of 8,000
incentive stock options exercisable at the price of $2.25 per common share which have expired unexercised as of June 1, 2012 (Exhibit
10.25 – Incorporated by reference). Due to the fact that the Arm’s Length Party did not exercise its incentive stock
options, the Company is obligated to make a cash payment of US $3,250 to the Arm’s Length Party.



For the year ended December 31, 2012:-



| | • | The Company’s operating expenses were $163,147 as compared to $483,413 for the corresponding
period in 2011 and as compared to $451,400 during the corresponding period in 2010. The reduction in Management fees contributed
to the reduction in operating expenses during the year ended December 31, 2012.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The Company recorded a net loss of $163,147 as compared to a net loss of $483,413 during the corresponding
period in 2011 and as compared to a net loss of $451,400 during the corresponding period in 2010.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The basic and diluted loss per common share was $0.15 as compared to a basic and diluted loss of
$0.47 during the corresponding period in 2011 and as compared to a basic and diluted loss of $0.60 during the corresponding period
in 2010.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The Company’s total assets were $12,707 as compared to $3,140 during the corresponding period
in 2011 and as compared to $168,807 during the corresponding period in 2010.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The Company had a working capital deficiency of $351,997 as compared to a working capital deficiency
of $188,850 during the corresponding period in 2011 and as compared to a working capital deficiency of $117,976 during the corresponding
period in 2010.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The Company’s weighted average number of common shares outstanding were 1,105,007 as compared
to 1,035,163 during the corresponding period in 2011 and as compared to 751,368 during the corresponding period in 2010.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company
is presently not a party to any legal proceedings whatsoever.

-15-









Summary of Quarterly Results



|For the Quarterly Periods ended:         |   | December 31, 2012 | September 30,
        2012 | June 30,
        2012 | March 31,
        2012
|---------------------------------------- | - | ----------------- | -------------------------- | --------------------- | ----------------------
|Total Revenues                           | $ | 0                 | 0                          | 0                     | 0                     
|Loss before other items                  |   | (43,951)          | (36,586)                   | (35,397)              | (47,213)              
|Loss per common share before other items |   | (0.04)            | (0.03)                     | (0.03)                | (0.04)                
|Earnings / (loss)
        for the period |   | (43,951)          | (36,586)                   | (35,397)              | (47,213)              
|Basic earnings /(loss) per common share  |   | (0.04)            | (0.03)                     | (0.03)                | (0.04)                



|For the Quarterly Periods ended:         |   | December
        31, 2011 | September
        30,
        2011 | June 30,
        2011 | March 31,
        2011
|---------------------------------------- | - | ------------------------- | ---------------------------------- | --------------------- | ----------------------
|Total Revenues                           | $ | 0                         | 0                                  | 0                     | 0                     
|Loss before other items                  |   | (297,164)                 | (58,644)                           | (76,440)              | (51,165)              
|Loss per common share before other items |   | (0.27)                    | (0.05)                             | (0.07)                | (0.05)                
|Earnings / (loss) for the period         |   | (297,164)                 | (58,644)                           | (76,440)              | (51,165)              
|Basic earnings / (loss) per common share |   | (0.27)                    | (0.05)                             | (0.07)                | (0.05)                

Note:Earnings (loss) per common share calculations in the
above tables are based on the weighted average number of common shares outstanding for the periods. All the figures covered by
all the quarterly periods are prepared in accordance with IFRS. The diluted loss per share calculations are not reflected as the
effect would have been anti-dilutive.



The Company’s
business is not of a seasonal nature.



Item 5.B. Liquidity and Capital Resources



Liquidity
and Capital Resources



The Company has incurred significant operating
losses over the past three fiscal years, has limited resources, and no sources of operating cash flow.



During 2013, the
Company shall require at least $350,000 so as to conduct its operations uninterruptedly.In order to meet this requirement,
the Company intends to seek equity and/or debt financings through private placements and/or public offerings and/or loans.In the past, the Company has been successful in securing equity and debt financings in order to conduct its operations uninterruptedly.
While the Company does not give any assurances whatsoever that in the future it will continue being successful in securing equity
and/or debt financings in order to conduct its operations uninterruptedly, it is the Company’s intention to pursue these
methods for future funding of the Company.



As at December 31, 2012:-



| | • | the Company‘s total number of issued and outstanding shares were 1,105,007 as compared to
1,105,019 for the corresponding period in 2011 and 930,885 for the corresponding period in 2010.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



•
the
Company’s total assets were $12,707 as compared to $3,140 for the corresponding period in 2011 and as compared to $168,807
for the corresponding period in 2010.

-16-







| | • | the Company’s total liabilities were $364,703 as compared to
$191,989 for the corresponding period in 2011 and as compared to $135,443 for the corresponding period in 2010.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



•
the Company had cash deficiency of $823 as compared to $924 in cash for the year ended December 31, 2011 and as compared to $5,073
in cash for the year ended December 31, 2010.



| | • | the Company had HST receivable in the amount of $12,706 as compared to $848 for the year ended
December 31, 2011 and as compared to $12,394 for the year ended December 31, 2010.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the Company had Prepaid expenses in the amount of $nil as compared to $1,367 for the year ended
December 31, 2011 and as compared to $nil for the year ended December 31, 2010.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



• the
Company recorded a net loss of $163,147 as compared to a net loss of $483,413 during the corresponding period in 2011 and as compared
to a net loss of $451,400 during the corresponding period in 2010.



| | • | the Company had a working capital deficiency of $351,997 as compared
to a working capital deficiency of $188,850 during the corresponding period in 2011 and as compared to a working capital deficiency
of $117,976 during the corresponding period in 2010.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On November 26, 2012, the Company announced
a non-brokered private placement to issue up to 4,000,000 units at $0.15 per Unit. Each unit shall consist of one common share
and one non-transferable share purchase warrant exercisable for a period of three years at the price of $0.25 per share. Subsequent
to the year-ended December 31, 2012, the Company closed the first tranche of the non-brokered private placement on January 7, 2013
and the Company has issued an aggregate of 755,000 Units at $0.15 per Unit for total proceeds of $113,250. Each Unit consists of
one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital
of the Company at an exercise price of $0.25 per common share until January 7, 2016. The Units issued have a hold period expiring
on May 8, 2013.



The Company closed the second tranche of the
non-brokered private placement on January 28, 2013 and the Company has issued to two directors of the Company an aggregate of 650,000
Units at $0.15 per Unit for total proceeds of $97,500. Each Unit consists of one common share in the capital of the Company and
one share purchase warrant to purchase an additional common share in the capital of the Company at an exercise price of $0.25 per
common share until January 28, 2016. The Units issued have a hold period expiring on May 29, 2013.



Furthermore, the Company closed the third tranche
of the non-brokered private placement on March 4, 2013 and the Company has issued a total of 100,000 Units at $0.15 per Unit for
total proceeds of $15,000. Each Unit consists of one common share in the capital of the Company and one share purchase warrant
to purchase an additional common share in the capital of the Company at an exercise price of $0.25 per common share until March
4, 2016. In connection with this non-brokered private placement, the Company issued 10,000 common shares as finder’s fee.
The securities issued have a hold period expiring on July 5, 2013.



During the twelve months period ended December
31, 2012, a total of 232,667 share purchase warrants exercisable at $1.50 per warrant share which were attached to certain units
issued in 2010 expired unexercised . Subsequently, on April 1, 2013, a total of 33,333 share purchase warrants exercisable at $2.25
per share expired unexercised and, on April 15, 2013 a total of 33,334 share purchase warrants exercisable at $2.25 per share expired
unexercised.



During 2011, a total of 100,800 share purchase
warrants were exercised at $1.50 per share for total proceeds to the Company of $151,200.



-17-





During 2011, a total of 246,467 share purchase
warrants exercisable at $1.50 per warrant share which were attached to certain units issued in 2009 expired unexercised.



On May 10, 2011, the Company closed the non-brokered
private placement, which was announced on March 6, 2011. The Company issued a total of 6,667 units of the Company’s securities
at $1.50 per unit for gross proceeds to the Company of $10,000. Each unit consists of one common share in the capital of the Company
and one share purchase warrant to purchase an additional common share in the capital of the Company exercisable at the price of
$2.25 until May 10, 2013. The securities issued were subject to a hold period which expired on September 11, 2011.



On April 15, 2011, the Company closed the second
and final tranche of the non-brokered private placement, which was announced on March 30, 2011, and issued 33,334 units of the
Company at the price of $1.50 per unit for total proceeds to the Company of $50,000. Each unit consists of one common share and
one share purchase warrant, exercisable to acquire one common share at the price of $2.25 until April 15, 2013. The securities
issued were subject to a hold period which expired on August 16, 2011.



On April 1, 2011, the Company closed the first
tranche of the non-brokered private placement, which was announced on March 30, 2011, and issued 33,333 units of the Company at
the price of $1.50 per unit for total proceeds to the Company of $50,000. Each unit consists of one common share and one share
purchase warrant, exercisable to acquire one common share at the price of $2.25 until April 1, 2013. The securities issued were
subject to a hold period which expired on August 2, 2011.



During 2010, a total of 69,533 share purchase
warrants were exercised at $1.50 per share for total proceeds to the Company of $104,300.



During 2010, the Company issued an aggregate
of 300,000 units of the securities of the Company to various investors at the price of $0.90 per Unit for total proceeds to the
Company of $270,000 all of which were allocated to common shares. Each Unit consisted of one common share in the capital of the
Company and one warrant to purchase an additional common share in the capital of the Company at $1.50 per common share until August
2012.



The Company finances its mineral exploration
programs through the issuance of flow-through common shares. Income tax deductions relating to these expenditures are claimable
only by the investors. Proceeds from common shares issued pursuant to flow-through financings are credited to capital stock.



Funds raised through the issuance of flow-through
shares are required to be expended on qualified Canadian mineral exploration expenditures, as defined pursuant to Canadian income
tax legislation. As of the date of this Annual Report, the Company has expended on its Canadian mineral properties all funds received
by the Company through the issuance of flow-through common shares.



If any warrants are exercised in the future,
then any funds received by the Company from the exercising of warrants shall be used for general working capital purposes. However,
there are no assurances whatsoever that any warrants will be exercised before their expiry.



Pursuant to an Investor Relations Agreement
with an Arm’s Length Party (Exhibit 10.24 – Incorporated by reference), on June 1, 2011 the Company granted 8,000 incentive
stock options to an Arm’s Length Party (Exhibit 10.25 – Incorporated by reference) which were exercisable until June
1, 2012 at the price of $2.25 per common share. As at June 1, 2012, all of these incentive stock options have expired unexercised.



During the twelve months period ended December
31, 2012, there were no stock options granted to Directors, Officers and Employees. Subsequently, on March 18, 2013, a total of
130, 000 stock options exercisable at $0.20 per share have been granted to a consultant.



If any stock options are exercised in the future,
then any funds received by the Company from the exercising of stock options shall be used for general working capital purposes.
However, there are no assurances whatsoever that any stock options
will be exercised before their expiry.

-18-









Item 5.C. Research and development, patents
and licences



The Company does not have a research and development
department nor does it have any patents or licenses.



Item 5.D. Trend Information



Commodity prices have recently improved, and
should this trend continue then companies such as High 5 will have difficulty in acquiring mineral properties of merit at reasonable
prices.



Item 5.E. Off balance sheet arrangements.



The Company has no off balance sheet arrangements
whatsoever and the Company’s financial information including its balance sheet and statement of operations and deficit have
been fairly represented in accordance with generally accepted accounting principles.



Item 5.F. Tabular disclosure of contractual
obligations



The Company has no Short and Long Term Debt
Obligations, Capital Lease Obligations, Purchase Lease Obligations, or Other Long Term Liabilities reflected on the Company’s
Balance Sheet.



In respect to information covered by Items
5.E. and 5.F., all financial information and statements have been fairly represented in accordance with Canadian generally accepted
accounting principles.



Item 5.G. Safe Harbour



Special Note regarding Forward-Looking Statements



We make certain forward looking-statements
in this Form 20-F within the meaning of Section 27A of the Securities Act 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, relating to our financial condition, profitability, liquidity, resources, business outlook, proposed acquisitions,
market forces, corporate strategies, contractual commitments, capital requirements and other matters. The Private Securities Litigation
Reform Act of 1995 provides a safe harbour for forward-looking statements. To comply with the terms of the safe harbour, we note
that a variety of factors could cause our actual results and experience to differ substantially from the anticipated results or
other expectations expressed in our forward-looking statements. When words and expressions such as: “believes,” “expects,”
“anticipates,” “estimates,” “plans,” “intends,” “objectives,” “goals,”
“aims,” “projects,” “forecasts,” “possible,” “seeks,” “may,”
“could,” “should,” “might,” “likely,” “enable” or similar words or
expressions are used in this Form 20-F, as well as statements containing phrases such as “in our view,” “there
can be no assurances,” “although no assurances can be given,” or “there is no way to anticipate with certainty,”
forward-looking statements are being made. These forward-looking statements speak as of the date of this Form 20-F.



The forward-looking statements are not guarantees
of future performance and involve risk and uncertainties. These risks and uncertainties may affect the operation, performance,
development and results of our business and could cause future outcomes to differ materially from those set forth in our forward-looking
statements. These statements are based on our current beliefs as to the outcome projected or implied in the forward-looking statements.
Furthermore, some forward-looking statements are based upon assumptions of future events which may not prove to be accurate. The
forward-looking statements involve risks and uncertainties including, but not limited to, the risks and uncertainties referred
to in “Item 3.D. RISK FACTORS,” and elsewhere within the document and in other of our filings with the Securities and
Exchange Commission.



-19-





New risk factors emerge from time to time and
it is not possible for us to predict all such risk factors which can cause actual results to differ significantly from those forecast
in any forward-looking statements. Given these risks and uncertainties, investors should not overly rely or attach undue weight
to forward-looking statements as an indication of our actual future results.



ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



As of December 31, 2012,the name, municipality
of residence and the principal occupation of the directors and officers of the Company are the following:





|Name
    and municipality of residence       | Position
    with the Registrant | Date
    of Birth | Principal
    occupation                                                        | Term
    of Office with the Registrant
|-------------------------------------------- | -------------------------------- | ----------------- | ------------------------------------------------------------------------------- | --------------------------------------
|Bedo
    H. Kalpakian* Richmond, B.C. Canada | President, CEO, CFO and Director | May 14, 1946      | Vice President of the Registrant                                                | 1984 to 1990                          
|                                             |                                  |                   |                                                                                 |                                       
|                                             |                                  |                   | President of Registrant                                                         | 1991 to Present                       
|                                             |                                  |                   |                                                                                 |                                       
|                                             |                                  |                   | CEO & CFO of the Registrant                                                     | 2004 to Present                       
|                                             |                                  |                   |                                                                                 |                                       
|                                             |                                  |                   | Chairman of Las Vegas From
    Home.com Entertainment Inc. (“LVFH”)             | 1991 to Present                       
|                                             |                                  |                   |                                                                                 |                                       
|                                             |                                  |                   | CFO of LVFH                                                                     | 2004 to Present                       
|                                             |                                  |                   |                                                                                 |                                       
|                                             |                                  |                   | Director of Green Arrow Resources
    Inc. (formerly Bulldog Explorations Ltd.) | April 2012 to Present                 
|                                             |                                  |                   |                                                                                 |                                       
|                                             |                                  |                   | Director of Alchemist Mining
    Inc. (formerly NY85 Capital Inc.)              | 2010 to 2012                          
|                                             |                                  |                   |                                                                                 |                                       
|                                             |                                  |                   | Director of Active Growth
    Capital Inc.                                      | Nov 2010 to July 2011                 
|                                             |                                  |                   |                                                                                 |                                       
|                                             |                                  |                   | CFO & Chairman of Giyani
    Gold Corp.                                         | November 2009 to June 2010            
|                                             |                                  |                   |                                                                                 |                                       
|                                             |                                  |                   | President,
    CEO of Colt Resources Inc.                                       | 2007
    to 2008                      





-20-









|Jacob
    H. Kalpakian Vancouver, B.C. Canada    | Vice
    President and Director | October
    18, 1968 | Vice
    President of Registrant;                                                                                                                                                                                               | 1991
    to Present                                                                                                                                                                                                                                                  
|------------------------------------------------ | ------------------------------- | -------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                 |                                 |                      |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                      
|                                                 |                                 |                      | President of LVFH                                                                                                                                                                                                               | 1991 to Present                                                                                                                                                                                                                                                      
|                                                 |                                 |                      | CEO of LVFH                                                                                                                                                                                                                     | 2004 to Present                                                                                                                                                                                                                                                      
|                                                 |                                 |                      |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                      
|                                                 |                                 |                      | CEO, CFO & Secretary
    of CapGain Properties Inc. (formerly Big Mojo Capital Inc.)                                                                                                                                            | 2011 to January 2013                                                                                                                                                                                                                                                 
|                                                 |                                 |                      |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                      
|                                                 |                                 |                      | President & CEO of Green
    Arrow Resources Inc. (formerly Bulldog Explorations Ltd.)                                                                                                                                          | April 2012 to Present                                                                                                                                                                                                                                                
|                                                 |                                 |                      |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                      
|                                                 |                                 |                      | Director of Alchemist Mining
    Inc.+ (formerly NY85 Capital Inc.)                                                                                                                                                             | 2010 to 2012                                                                                                                                                                                                                                                         
|                                                 |                                 |                      |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                      
|                                                 |                                 |                      | President of Active Growth
    Capital Inc. and Director                                                                                                                                                                        | Nov
                                              2010 to
                                              June
                                              2011
                                              July
                                              2011
|                                                 |                                 |                      |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                      
|                                                 |                                 |                      | CEO & President of Giyani
    Gold Corp.                                                                                                                                                                                        | November 2009 to June 2010                                                                                                                                                                                                                                           
|                                                 |                                 |                      |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                      
|                                                 |                                 |                      | Vice President of Colt Resources
    Inc.                                                                                                                                                                                       | 2007 to 2008                                                                                                                                                                                                                                                         
|                                                 |                                 |                      |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                      
|Gregory T. McFarlane*
        Las Vegas, NV, USA | Director                        | November 13, 1968    | Director of the Registrant
        and LVFH;
        
        Principal of McFarlane Media, LLC (2005)                                                                                                                          | 1992 to Present
        
        2005 to Present                                                                                                                                                                                                                     
|Fred A.C. Tejada*
        Surrey, B.C. Canada    | Director                        | August 1, 1958       | Director of the Registrant
        
        President of Tirex Resources Inc.
        
        Vice President Operations and Exploration of Tirex Resources
        
        Vice President Exploration of Panoro Minerals Ltd. | December 2009 to Present
        
        October 2011 to Present
        
        June 2011 to October 2011
        
        
        July 2007 to June 2011                                                                                                        
|Maria P. Arenas
        Surrey, B.C. Canada      | Corporate Secretary             | September 29, 1969   | Corporate Secretary of the Registrant
        
        Corporate Secretary of LVFH
        
        Corporate Secretary of Green Arrow Resources Inc. (formerly Bulldog
        Explorations Ltd.)                              | 2008 to Present
        
        2008 to Present
        
        2012 to Present                                                                                                                                                                                    

*Members of the Company’s audit committee.



Jacob H. Kalpakian is the nephew of Bedo H.
Kalpakian. All directors serve for a term of one year until the next annual general meeting or until the date of their resignation,
whichever occurs first.



There are no arrangements or understandings
whatsoever with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected
as a director or member of senior management.



Item 6.B. Compensation



Certain directors, officers and employees of
the Company are covered under a group medical and dental insurance plan. Presently there exists no
plan regarding directors' and officers' pension, retirement or other similar benefits. Furthermore, there are no amounts set aside
or accrued by the Company to provide pension, retirement or similar benefits.



In the past, the Company hired the
services of J.W. Murton & Associates to provide geological services. J.W. Murton & Associates is a private company
owned by a former director of the Company. For the twelve month period ended December 31, 2012, J. W. Murton & Associates
has provided geological services to the Company in the amount of $nil
(2011: $nil) (2010: $198) plus GST/HST.

-21-









Pursuant to the Management Services Agreement
with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) dated November 1, 2001 (Exhibit 10.4 - Incorporated by reference),
as amended on August 18, 2003, July 31, 2005 (Exhibit 10.4.1 - Incorporated by reference) and November 10, 2010 (Exhibit 10.4.2
- Incorporated by reference)(the “Management Services Agreement”), the total amount for Management Fees was
$41,500 during the twelve months period ended December 31, 2012 (December 31, 2011: $120,000; December 31, 2010: $320,000). In
February 2012, the Management Services Agreement was amended (Exhibit 10.4.3 - Incorporated by reference) whereby the remuneration
payable to Kalpakian Bros. for the services provided to the Company was reduced from $10,000 plus HST per month to $5,000 plus
HST per month effective as of March 1, 2012. Subsequently, the Management Services Agreement was further amended (Exhibit 10.4.4
- Incorporated by reference) whereby the remuneration payable to Kalpakian Bros. was further reduced from $5,000 plus HST per month
to $2,500 plus HST per month as of April 1, 2012.And, effective October 1, 2012, the Management
Services Agreement was further amended whereby the remuneration payable to Kalpakian Bros. has been reduced from $2,500 plus HST
to $500 plus HST per month (See Exhibit 10.4.5* - Attached).The principals of Kalpakian
Bros. are Bedo H. Kalpakian and Jacob H. Kalpakian, both of whom are directors and officers of the Company. The Management Services
Agreement is renewable on an annual basis, and either party may terminate the Management Services Agreement at anytime by giving
three months’ notice to the other party.



Pursuant to indemnity agreements dated April
1, 1993, January 7, 2008 and December 18, 2009, between the Company and each of Bedo H. Kalpakian, Jacob H. Kalpakian, Gregory
T. McFarlane, Maria P. Arenas and Fred A.C. Tejada (collectively "the directors and officers"), the Company agreed to
indemnify and save the directors and officers, their heirs and personal representatives harmless from and against all costs, charges
and expenses arising out of their association with the Registrant. These costs, charges and expenses include any amounts paid to
settle an action or to satisfy a judgement brought or found against the directors and/or officers and any amounts paid to settle
an administrative action or proceeding provided that the indemnified party has acted in good faith and in the best interests of
the Company. The Company Act requires a Court Order to be obtained prior to the Company making payment under the indemnity agreements.
To date, the Company has not made any payments under the indemnity agreements.



During the twelve months period ended December
31, 2012 there were no stock options granted to Directors, Officers and Employees. However, on March 18, 2013 a total of 130, 000
stock options exercisable at $0.20 per share have been granted to a consultant.



The Company has no long term incentive plans
in place and, has not granted any stock appreciation rights.



Item 6.C. Board Practices



6.C.1. Directors’ Terms of service.



All directors are elected annually by the Company’s
shareholders to serve for a term of one year until the next annual general meeting of the shareholders. All directors may be annually
re-elected by the Company’s shareholders at the annual general meeting of the shareholders for additional one year terms.
Bedo H. Kalpakian has served as a director since 1984; Jacob H. Kalpakian has served as a director since 1991; Gregory T. McFarlane
has served as a director since 1992 and Fred A.C. Tejada has served as a director since December 2009.



6.C.2. Details of Directors’ Service
Contracts.



Pursuant to the Management Services Agreement
with Kalpakian Bros. of B.C. (“Kalpakian Bros.”) Ltd. dated November 1, 2001 (Exhibit 10.4 - Incorporated by reference),
as amended on August 18, 2003, July 31, 2005 and November 1, 2010 (Exhibits 10.4.1 and 10.4.2 - Incorporated by reference) (the
“Management Services Agreement”), the total amount for Management Fees was $41,500 during the twelve months period ended December 31, 2012
(December 31, 2011: $120,000; December 31, 2010: $320,000). In February 2012, the Management Services Agreement was amended (Exhibit
10.4.3 - Incorporated by reference) whereby the remuneration payable to Kalpakian Bros. for the services provided to the Company
was reduced from $10,000 plus HST per month to $5,000 plus HST per month as of March 1, 2012. Subsequently, the Management Services
Agreement was further amended (Exhibit 10.4.4 – Incorporated by reference) whereby the remuneration payable to Kalpakian
Bros. was further reduced from $5,000 plus HST per month to $2,500 plus HST per month as of April 1, 2012.And, effective October 1, 2012, the Management Services Agreement was further amended whereby the remuneration payable to
Kalpakian Bros. has been reduced from $2,500 plus HST to $500 plus HST per month (See Exhibit 10.4.5* - Attached).The principals of Kalpakian Bros. are Bedo H. Kalpakian and Jacob H. Kalpakian, both of whom are directors and officers
of the Company. The Management Services Agreement is renewable on an annual basis, and either party may terminate the Management
Services Agreement at any time by giving three months’ notice to the other party.

-22-









6.C.3. Details relating to the Company’s
audit committee and remuneration committee.



All directors are elected annually by the Company’s
shareholders to act as directors of the Company for a term of one year. The Company’s audit committee is appointed on an
annual basis by the Company’s directors. Presently, the Company’s audit committee consists of the following directors;
Bedo H. Kalpakian, Gregory T. McFarlane and Fred A.C. Tejada. The majority of the members of the audit committee must be made up
of directors who are not officers of the Company. The audit committee is also responsible to monitor compliance of the Company’s
Code of Ethics (see item 16.B).



Pursuant to Canadian National Policy (52-110)
with respect to Audit Committee Disclosure, the charter of the Company’s Audit Committee and other information required to
be disclosed have been disclosed in the Company’s Annual Information Circular with respect to the Company’s Annual
Shareholder’s meeting which was held on June 20, 2012. The Information Circular (Exhibit 16 – Incorporated by reference)
includes the Company’s Audit Committee Disclosure under Form 52-110F2.



The Company does not have a remuneration committee
or an executive committee largely due to its size.



Item 6.D. Employees



The Company employs 2 individuals in Management.



The Company’s employees are not represented
by a union or other collective bargaining organization and the Company has not experienced any work stoppage by its employees.
The Company believes that its employee relations are good.



Item 6.E. Share Ownership



The number of common shares beneficially owned
(directly and indirectly) by officers and directors of the Company as of December 31, 2012 are as follows:





|Name of Director/Officer and
        Municipality   | Number of
        Issued Shares                  | Percentage of the total Issued Share Capital*
|--------------------------------------------------- | ------------------------------------------------ | ---------------------------------------------
|Bedo H. Kalpakian
        Richmond, BC, Canada      | 28,583 (directly)
        84,986 (indirectly)(1) | 10.28%                                       
|Jacob H. Kalpakian
        Vancouver, BC, Canada    | 31,261 (directly)
        89,719 (indirectly)(2) | 10.95%                                       
|Gregory T. McFarlane
        Las Vegas, Nevada, USA | 756 direct                                       | 0.07%                                        
|Fred A.C. Tejada
        Surrey, BC, Canada         | 0                                                | 0%                                           
|Maria P. Arenas
        Surrey, BC, Canada          | 3,433 direct                                     | 0.31%                                        



Notes:*	Based on 1,105,007 issued and outstanding common
shares as of December 31, 2012.

| | (1) | Of these common shares, 56,786 are held by Kalpakian Bros. of B.C.
Ltd., 18,000 are held by BHK Management Inc. and 10,200 are held by a family member.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

(2)	Of these common shares, 56,786 are held
by Kalpakian Bros. of B.C. Ltd.,18,000 are held by 30 Rock Management Inc. and 14,933 are held by a family member.

(3) Kalpakian Bros. of B.C. Ltd. is a private
company controlled by and in which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal

shareholders.

(4) BHK Management Inc. is a private company
controlled by Bedo H. Kalpakian.

(5) 30 Rock Management Inc. is a private company
controlled by Jacob H. Kalpakian.



-23-











The number of common shares beneficially owned
(directly and indirectly) by officers and directors of the Company as of December 31, 2011 are as follows:



|Name of Director/Officer and
        Municipality   | Number of
        Issued Shares                   | Percentage of the total Issued Share Capital*
|--------------------------------------------------- | ------------------------------------------------- | ---------------------------------------------
|Bedo H. Kalpakian
        Richmond, BC, Canada      | 28,583 (directly)
        360,009 (indirectly)(1) | 35%                                          
|Jacob H. Kalpakian
        Vancouver, BC, Canada    | 31,261 (directly)
        364,742 (indirectly)(2) | 36%                                          
|Gregory T. McFarlane
        Las Vegas, Nevada, USA | 756 direct                                        | 0.07%                                        
|Fred A.C. Tejada
        Surrey, BC, Canada         | 0                                                 | 0%                                           
|Maria P. Arenas
        Surrey, BC, Canada          | 3,433 direct                                      | 0.31%                                        

Notes:*	Based on 1,105,019 issued and outstanding common
shares as of December 31, 2011.

| | (1) | Of these common shares,331,809 are held by Kalpakian Bros. of B.C.
Ltd., 18,000 are held by BHK Management Inc. and 10,200 are held by a family member.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Of these common shares, 331,809 are held by Kalpakian Bros. of B.C. Ltd., 18,000 are held by 30
Rock Management Inc. and 14,933 are held by a family member.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

(3) Kalpakian Bros. of B.C. Ltd. is a private
company controlled by and in which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal

shareholders.

(4) BHK Management Inc. is a private company
controlled by Bedo H. Kalpakian.

(5) 30 Rock Management Inc. is a private company
controlled by Jacob H. Kalpakian.



The number of common shares beneficially owned
(directly and indirectly) by officers and directors of the Company as of December 31, 2010 are as follows:



|Name of Director/Officer and
        Municipality   | Number of
        Issued Shares                   | Percentage of the total Issued Share Capital*
|--------------------------------------------------- | ------------------------------------------------- | ---------------------------------------------
|Bedo H. Kalpakian
        Richmond, BC, Canada      | 28,583 (directly)
        451,409 (indirectly)(1) | 51.56%                                       
|Jacob H. Kalpakian
        Vancouver, BC, Canada    | 31,261 (directly)
        446,675 (indirectly)(2) | 51.34%                                       
|Gregory T. McFarlane
        Las Vegas, Nevada, USA | 756 direct                                        | 0.08%                                        
|Fred A.C. Tejada
        Surrey, BC, Canada         | 0                                                 | 0%                                           
|Maria P. Arenas
        Surrey, BC, Canada          | 2,533 direct                                      | 0.27%                                        

Notes:*	Based on 930,885 issued and outstanding common
shares as of December 31, 2010.

| | (1) | Of these common shares, 217,809 are held by Kalpakian Bros. of B.C.
Ltd., 18,000 are held by BHK Management Inc. and 10,200 are held by a family member.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------

(2)	Of these common shares, 218,809 are held
by Kalpakian Bros. of B.C. Ltd., 18,000 are held by 30 Rock Management Inc. and 14,933

are held by a family member.

(3) Kalpakian Bros. of B.C. Ltd. is a private
company controlled by and in which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal

shareholders.

(4) BHK Management Inc. is a private company
controlled by Bedo H. Kalpakian.

(5) 30 Rock Management Inc. is a private company
controlled by Jacob H. Kalpakian.

-24-









Item 6.E.2. Stock Options for Employees



From time to time the Company grants Incentive
Stock Options to its directors, officers, employees and consultants. The incentive stock options entitle the holders to acquire
common shares of the Company from treasury. The incentive stock options are a means of rewarding future services provided to the
Company and are not intended as a substitute for salaries or wages, or as a means of compensation for past services rendered.



At the Company’s Annual General Meeting
of shareholders held on April 30, 2004, the shareholders of the Company approved the Company’s 2004 Stock Option Plan (Exhibit
10.7 - Incorporated by reference). Shareholders of the Company re-approved the 2004 Stock Option Plan at the Company’s Annual
General Meeting which took place on June 20, 2012 (Exhibit 16 - Incorporated by reference. Furthermore, the Shareholders of the
Company will be asked to re-approve the 2004 Stock Option Plan at the Company’s next Annual General Meeting which is scheduled
to take place on July 26, 2013.



The Company’s 2004 Stock Option Plan
reserves for granting to directors, officers, employees and consultants up to 20% of the issued and outstanding common shares of
the Company calculated from time to time on a rolling basis. The terms of the options are determined at the date of grant.



During the twelve months period ended December
31, 2012 there were no stock options granted to Directors, Officers and Employees. However, on March 18, 2013 a total of 130, 000
stock options exercisable at $0.20 per share have been granted to a consultant.



On June 15, 2011, a
total of 10,949 stock optionsgranted to Directors, Officers, Employees and Consultantsexercisable at $18.75 per share expired unexercised. Pursuant to an Investor Relations Agreement with an Arm’s Length Party
in Germany (Exhibit 10.24– Incorporated by reference) the Company granted 8,000 incentive stock options which were
exercisable at $2.25 per common share which expired unexercised on June 1, 2012 (Exhibit 10.25 – Incorporated by reference).

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



7.A.1.The Company is a publicly-owned
corporation, the common shares of which are owned by Canadian residents, U.S. residents, and residents of other countries. The
Company is neither directly nor indirectly owned nor controlled by any other corporation or any foreign government. All shares
in the following tables have been re-stated to give retroactive effect to the Company’s 15:1 share consolidation on August
31, 2012.



As atDecember 31, 2012, the following
persons or corporations beneficially own, directly or indirectly, or exercise control over shares carrying more than 5% of the
issued and outstanding shares of the Company:



|Name of Shareholder
        and Municipality                                                 | Number of
        Issued Capital | Percentage of the
        Total Issued Share Capital*
|-------------------------------------------------------------------------------------------- | -------------------------------- | -----------------------------------------------------
|Bedo H. Kalpakian,
        Richmond, BC and
        Jacob H. Kalpakian
        Vancouver, BC | 177,763 (1)                      | 16.09%                                               

| | (1) | Of these shares, 28.583 common shares are
held by Bedo H. Kalpakian directly, 31,261 common shares are held by Jacob H. Kalpakian directly, 92,786 common shares are held
by private companies which are controlled by and in which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders
and 25,133 common shares are held by family members of Bedo H. Kalpakian and Jacob H. Kalpakian.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

*Based on1,105,007 issued and outstanding common shares as ofDecember 31, 2011.



As atDecember 31, 2011, the following
persons or corporations beneficially own, directly or indirectly, or exercise control over shares carrying more
than 5% of the issued and outstanding shares of the Company:

-25-









|Name of Shareholder
        and Municipality                                                 | Number of
        Issued Capital | Percentage of the
        Total Issued Share Capital*
|-------------------------------------------------------------------------------------------- | -------------------------------- | -----------------------------------------------------
|Bedo H. Kalpakian,
        Richmond, BC and
        Jacob H. Kalpakian
        Vancouver, BC | 452,787 (1)                      | 40.97%                                               

(1)
Of these shares, 28,583 common shares are held by Bedo H. Kalpakian directly, 31,261 common shares are held by Jacob H. Kalpakian
directly, 367,809 common shares are held by private companies which are controlled by and in which Bedo H. Kalpakian and Jacob
H. Kalpakian are the principal shareholders and 25,133 common shares are held by family members of Bedo H. Kalpakian and Jacob
H. Kalpakian.

Based on1,105,019 issued and outstanding
common shares as ofDecember 31, 2011.



As atDecember 31, 2010, the following
persons or corporations beneficially own, directly or indirectly, or exercise control over shares carrying more than 5% of the
issued and outstanding shares of the Company:



|Name of Shareholder
        and Municipality                                                 | Number of
        Issued Capital | Percentage of the
        Total Issued Share Capital*
|-------------------------------------------------------------------------------------------- | -------------------------------- | -----------------------------------------------------
|Bedo H. Kalpakian,
        Richmond, BC and
        Jacob H. Kalpakian
        Vancouver, BC | 539,4531)                        | 57.95%                                               

| | (1) | Of these shares, 28,583 common shares are
held by Bedo H. Kalpakian directly, 31,261 common shares are held by Jacob H. Kalpakian directly, 454,476 common shares are held
by private companies which are controlled by and in which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders
and 25,133 common shares are held by family members of Bedo H. Kalpakian and Jacob H. Kalpakian.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

*Based
on930,885 issued and outstanding common shares as ofDecember 31, 2010.





7.A.1.(c)All shareholders of the Company
have equal voting rights. Holders of common shares of the Company are entitled to one vote per share at all meetings of shareholders,
to receive dividends as and when declared by the Directors, and to receive a pro-rata share of the assets of the Company available
for distribution to common shareholders in the event of the liquidation, dissolution or winding up of the Company. There are no
pre-emptive, conversion or surrender rights attached to the common shares of the Company.



7.A.2.As of December 31, 2012, the
Company had 1,105,007 issued and outstanding common shares. The number of outstanding common shares of the Company held in the
United States and the number of registered holders thereof were 28,981 outstanding common shares and 25 registered shareholders
(which include depository trusts which hold shares on behalf of non-registered shareholders).



7.A.3.To the best of the Company’s
knowledge the Company is not controlled directly or indirectly by another corporation or by any foreign government or by any natural
or legal person severally or jointly other than as disclosed in 7.A.1.in this Annual Report.



7.A.4.To the best of the Company’s
knowledge, there are no known arrangements which may at a subsequent date result in a change of control of the Company.



Item 7.B. Related Party Transactions



The Company
shares office space and certain employees with Las Vegas From Home.com Entertainment Inc. (“Las Vegas”) and Green Arrow
Resources Inc. [formerly Bulldog Explorations Ltd.] (“Green Arrow”), companies related by common key management personnel.
In addition, the Company previously shared office with CapGain Properties Ltd. [formerly Big Mojo Capital Inc.] (“CapGain”)
from September 2011 until January 2013. As of May 1, 2012, Las Vegas no longer charges the Company for office space. However, effective
May 1, 2012, Las Vegas charges the Company the amount of $1,250 per month plus applicable taxes for certain office support services
provided by Las Vegas.

-26-









As of May 1, 2012, Green Arrow
charges the Company a monthly rent of $500 plus applicable taxes.



The amounts due to (from) related parties are
unsecured, payable on demand and consist of the following:

|                                                        | 2012 | 2011   
|------------------------------------------------------- | ---- | -------
|                                                        |      |        
|Advances from directors (interest at prime plus 1%)     |      | 98,223 
|Entities controlled by directors (non-interest-bearing) |      | 134,215
|                                                        |      |        
|                                                        |      | 232,438



|                                                                     | 2012 | 2011   | 2010
|-------------------------------------------------------------------- | ---- | ------ | ----
|                                                                     |      |        |     
|Interest charged on amounts due to related parties                   |      | 2,427  |     
|Rent charged by entities with common directors                       |      | 5,200  |     
|Office and other expenses charged by an entity with common directors |      | 56,517 |     
|                                                                     |      |        |     
|                                                                     | $    | 64,144 |     







The remuneration of directors and key management
personnel during the year is as follows:



|               | 2012 | 2011   | 2010
|-------------- | ---- | ------ | ----
|               |      |        |     
|Management fee |      | 41,500 |     



Las Vegas is related to the Company by virtue
of the fact that Las Vegas’s CEO and President, namely Jacob H. Kalpakian, is the Vice-President of the Company, and the
Chairman and CFO of Las Vegas namely Bedo H. Kalpakian, is the CEO, CFO and President of the Company. Furthermore, Gregory T. McFarlane
is a director of both the Company and Las Vegas.



Green Arrow is related to the Company by virtue
of the fact that Green Arrow’s CEO and President, namely Jacob H. Kalpakian, is the Vice President of the Company, and a
director of Green Arrow namely Bedo H. Kalpakian, is the CEO, CFO and President of the Company. Furthermore, Fred A.C. Tejada is
a director of both the Company and Green Arrow.



CapGain was related to the Company by virtue
of the fact that CapGain’s former CEO, CFO & Secretary, namely Jacob H. Kalpakian, is the Vice President of the Company.



Active Growth Capital Inc. (“Active Growth”)
was related to the Company by virtue of the fact that the Company’s President, CEO and CFO namely Bedo H. Kalpakian, was
a director of Active Growth from November 2010 up to July 2011, and the Company’s Vice-President namely Jacob H. Kalpakian
was the President and CEO of Active growth from November 2010 up to June 2011 and a director until July 2011. For the twelve months
period ended December 31, 2011, Active Growth was charged by the Company for its share of certain expenses paid by the Company
on behalf of Active Growth of $Nil (2011: $3,506; 2010: $Nil).



Giyani Gold Corp. (formerly 99 Capital Corporation)
(“Giyani”) was related to the Company by virtue of the fact that the Company’s President, CEO and CFO namely
Bedo H. Kalpakian, was the Chairman and CFO of Giyani from November 2009 up to June 2010, and the Company’s Vice-President
namely Jacob H. Kalpakian was the President and CEO of Giyani from November 2009 up to June 2010. For the twelve months period
ended December 31, 2012 Giyani was charged by the Company for its share of certain expenses paid by the Company on behalf of Giyani
of $Nil (2011: $Nil; 2010: $3,175).



-27-









Pursuant to the Management Services Agreement
with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) dated November 1, 2001 (Exhibit 10.4 - Incorporated by reference),
as amended on August 18, 2003, July 31, 2005 and November 1, 2010 (Exhibits 10.4.1 and 10.4.2 - Incorporated by reference) (the
“Management Services Agreement”), the total amount for Management Fees was $41,500 during the twelve months period
ended December 31, 2012 (December 31, 2011 - $120,000; December 31, 2010 - $320,000). In February 2012, the Management Services
Agreement was amended (Exhibit 10.4.3 - Incorporated by reference) whereby the remuneration payable to Kalpakian Bros. for the
services provided to the Company has been reduced from $10,000 plus HST per month to $5,000 plus HST per month effective as of
March 1, 2012. Subsequently, the Management Services Agreement was further amended (Exhibit 10.4.4 - Incorporated by reference)
whereby the remuneration payable to Kalpakian Bros. has been further reduced from $5,000 plus HST per month to $2,500 plus HST
per month as of April 1, 2012.And, effective October 1, 2012, the Management Services Agreement
was further amended whereby the remuneration payable to Kalpakian Bros. has been reduced from $2,500 plus HST per month to $500
plus HST per month (see Exhibit 10.4.5* - Attached).The principals of Kalpakian Bros.
are Bedo H. Kalpakian and Jacob H. Kalpakian, both of whom are directors and officers of the Company. The Management Services Agreement
is renewable on an annual basis, and either party may terminate the Management Services Agreement at anytime by giving three months
notice to the other party.



Previously, the Company hired the services
of J.W. Murton & Associates to provide geological services. J.W. Murton & Associates is a private company owned by J.W.
Murton, a former director of the Company. For the year ended December 31, 2012, J. W. Murton & Associates has provided geological
services to the Company in the amount of $Nil (December 31, 2011: $Nil; December 31, 2010: $198).



On September
8, 2006, the Company entered into an option agreement for the Extra High Property with Colt Resources Inc. (“Colt”);
this agreement was subsequently amended on October 31, 2006 and June 14, 2007. The terms of the agreement were completed in full
on June 26, 2007 (see Item 4.D – I.)



On January
21, 2008, the Company entered into an option agreement for the Extra High Property with Colt (the “2008 Option Agreement”)
(see Item 4.D – I). During 2008, pursuant to the 2008 Option Agreement, Colt exercised the first tranche of the option by
making a cash payment of $250,000 however Colt did not exercise the second tranche of the option.



Colt was
previously related to the Company by virtue of the fact that Bedo H. Kalpakian was the President and CEO of Colt and is the President,
CEO and CFO of the Company, and Jacob H. Kalpakian was the Vice President and Director of Colt and is the Vice President and Director
of the Company. Furthermore, J. Wayne Murton was a former Director of the Company and is a director of Colt.



In connection
with the non-brokered private placement which closed on January 7, 2013 and January 28, 2013 (see Liquidity and Capital Resources
of this Annual Report), a total of 755,000 Units in the capital of the Company were subscribed for by family members of two directors
of the Company and a total of 650,000 Units were subscribed for by two directors of the Company.



In connection
with the 2010 non-brokered private placement (see Liquidity and Capital Resources of this Annual Report), a total of 216,667 Units
in the capital of the Company were subscribed for by a company owned by two directors of the Company.As at December 31,
2010, a total of 67,333 share purchase warrants at $1.50 per share were exercised by a company owned by two directors of the Company
for total proceeds to the Company of $101,000.



The Company is or was related to the following
companies by common management and/or directors and/or officers:



| | - | Las Vegas From Home.com Entertainment Inc. (“Las Vegas”), a public company listed on
the TSX Venture Exchange, also quoted in the U.S.A. on the OTC Pink of the OTC Markets Group and on the Berlin &
Frankfurt Stock Exchanges. Jacob H. Kalpakian, and Bedo H. Kalpakian are officers, directors and shareholders of Las Vegas and
Gregory T. McFarlane is a director of Las Vegas;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-28-







| | - | Kalpakian Bros. of B.C. Ltd., a private company incorporated under the laws of the Province of
British Columbia, the principal shareholders of which are Jacob H. Kalpakian and Bedo H. Kalpakian, directors of the Company;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | BHK Management Inc., a private company incorporated under the laws of the Province of British Columbia,
the principal shareholder of which is Bedo H. Kalpakian, a director of the Company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | 30 Rock Management Inc., a private company incorporated under the laws of the Province of British
Columbia, the principal shareholder of which is Jacob H. Kalpakian, a director of the Company;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Colt Resources Inc. (“Colt”), is a public company listed on the TSX Venture Exchange
in Canada. Colt was formerly related to the Company by certain directors and officers as more particularly described in this Annual
Report;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | J.W. Murton & Associates, a private company incorporated under the laws of the Province of
British Columbia, the principal shareholder of which is J. Wayne Murton, a former director of the Company;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Giyani Gold Corp (formerly 99 Capital Corporation) (“Giyani”) is a public company listed
on the TSX Venture Exchange. Jacob H. Kalpakian and Bedo H. Kalpakian were former officers and directors of Giyani from November
2009 until June 2010;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Active Growth Capital Inc. (“Active Growth”) is a public company listed on the TSX
Venture Exchange. Jacob H. Kalpakian was an officer of Active Growth from November 2010 until June 2011 and a director until July
2011, and Bedo H. Kalpakian was a director of Active Growth from November 2010 until July 2011;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | CapGain Properties Inc. (formerly Big Mojo Capital Inc.) (“CapGain”) is a public company
listed on the TSX Venture Exchange. Jacob H. Kalpakian was a director from January 2011 until January 2013;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Alchemist Mining Inc. (formerly NY85 Capital Inc.) (“Alchemist”) is a public company
listed on the TSX Venture Exchange. Both Jacob H. Kalpakian and Bedo H. Kalpakian were directors of Alchemist from October 2010
until May 2012.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-    Green
Arrow Resources Inc. (formerly Bulldog Explorations Ltd.) (“Green Arrow”) is a public company listed on the TSX Venture
Exchange. Both Jacob H. Kalpakian and Bedo H. Kalpakian are directors of Green Arrow since April 2012. Jacob H. Kalpakian is also
the President and CEO of Green Arrow.



Item 7.C. Interests of Experts and Counsel



Not Applicable.



ITEM 8. FINANCIAL INFORMATION



Item 8.A. Financial Statements and Other
Information



The Company’s Audited Financial Statements
for the year ended December 31, 2012, are included in Item 17 of this report.



Item 8.A.7. Legal Proceedings



The Company is presently not a party to any
legal proceeding of any kind.



The Company's corporate legal counsels are:
Anfield Sujir Kennedy & Durno, Barristers and Solicitors, (Attn: Michael Kennedy), located at #1600 - 609 Granville Street,
Vancouver, British Columbia, Canada V7Y 1C3. The telefax number is (604) 669-3877.



Item 8.A.8. Dividends



The Company has never paid dividends and does
not intend to pay any dividends in the future.





-29-







Item 8. B. Significant Changes



On August 31, 2012, the Company changed its
name from Kokomo Enterprises Inc. (“Kokomo”) to High 5 Ventures Inc. (“High 5”) and consolidated its share
capital on the basis of one new High 5 common share for every fifteen old Kokomo common shares (1:15). As a result, the Company’s
trading symbol on the CNSX is “HHH” and in the USA, on the OTCQB tier of the OTC Markets is “HHHEF”. The
Cusip number of the Company’s common shares is 42966V105.

ITEM 9. THE OFFER & LISTING



Item 9.A. (4) Listing Details



On April 4, 1985, the Company's common shares
were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq
SmallCap Market on May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its common shares from the Montreal Exchange,
and, on October 3, 1994, the Company's shares were delisted from the Nasdaq SmallCap Market. Effective October 4, 1994, the Company's
shares have been listed for trading on the OTC Bulletin Board, now on the OTCQB tier of the OTC Markets Group (“OTCQB”).
Effective on November 29, 1999 the Vancouver Stock Exchange became known as the CDNX as a result of the merger between the Vancouver
Stock Exchange and the Alberta Stock Exchange. On July 5, 2001, the Company made a formal application to the CDNX requesting the
voluntary delisting of the Company’s common shares from trading on the CDNX, as a result of which, the common shares of the
Company were de-listed from trading on the CDNX effective at the close of trading on July 31, 2001. The trading symbol of the Company's
common shares when they were listed on the CDNX was "GGG". During the period commencing from January, 2001, up to July
31, 2001, a total of 24,873 common shares of the Company traded on the CDNX at prices ranging from a high of $6.00 to a low of
$3.30.



On July 30, 1986, the Company's share
capital split on the basis of one-old-for-two-new common shares. On May 25, 1992, the Company's share capital was consolidated
on the basis of ten-old-for-one-new common share. On April 25, 2000, the Company’s share capital was consolidated on the
basis of fifteen-old-for-one-new common share. On May 2, 2002, the Company’s name was changed to Lucky 1 Enterprises Inc.
and its share capital was consolidated on the basis of five-old-for-one-new common share and its authorized share capital was subsequently
increased to 200,000,000 common shares without par value. On January 17, 2005, the Company’s name was changed to Bronx Ventures
Inc. and its share capital was consolidated on the basis of thirty-five-old-for-one-new-common share, and its authorized share
capital was subsequently increased to an unlimited number of common and preferred shares without par value. Effective at the opening
of business on January 24, 2005, the common shares of Lucky 1 Enterprises Inc. were de-listed, and the common shares of Bronx Ventures
Inc. commenced trading on the OTC Bulletin Board and were listed on the OTC Bulletin Board in the U.S.A. under the trading symbol
“BRXVF”. On March 19, 2007, the Company changed its name to Zab Resources Inc. and subdivided its stock on a one (1)
old for 50 (new) shares basis. As a result, the shares of Bronx Ventures Inc. were de-listed from trading and the shares of Zab
Resources Inc. commenced trading on the OTC Bulletin Board and were listed on the OTC Bulletin Board in the USA under the symbol
“ZABRF” on March 22, 2007.



Effective November 28, 2007, the common
shares of the Company have been listed for trading on the Canadian National Stock Exchange (“CNSX”) (formerly Canadian
Trading and Quotation System (CNQ))

under the trading symbol “ZABK”.
On October 17, 2008, the Company’s CNSX symbol was changed to “ZAB” pursuant to the CNSX adopting a three character
symbol format.



On April 16, 2009, the Company changed
its name from Zab Resources Inc. (“Zab”) to Kokomo Enterprises Inc. (“Kokomo”) and the Company’s
share capital was consolidated on the basis of 25 (old) shares of Zab for 1 (new) share of Kokomo. As a result, the shares of Zab
were de-listed from trading and the shares of Kokomo commenced trading in Canada on the CNSX under the symbol “KKO”,
and in the U.S.A. the shares of Kokomo commenced trading on the OTCQB under the symbol “KKOEF”. The Cusip number of the Company’s common
shares was 500323100.

-30-









On August 31, 2012, the Company changed
its name from Kokomo Enterprises Inc. (“Kokomo”) to High 5 Ventures Inc. (“High 5”) and the Company’s
share capital was consolidated on the basis of 15 (old) shares of Kokomo for 1 (new) share of High 5. As a result, the shares of
Kokomo were de-listed from trading and the shares of High 5 commenced trading in Canada on the CNSX under the symbol “HHH”
and in the USA, the shares of High 5 commenced trading on the OTCQB under the symbol “HHHEF”. The Cusip number of the
Company’s common shares is 42966V105.



The following tables set forth the
market price range and trading volumes of the common shares of the Company on the OTCQB and on the CNSX for the periods indicated.



OTCQB – OTC Markets Group

Trading Range



|Five Most Recent Financial Years | U.S.$ High | U.S.$ Low | Volume 
|-------------------------------- | ---------- | --------- | -------
|2008                             | 0.675      | 0.15      | 272,283
|2009                             | 0.90       | 0.90      | 7,327  
|2010                             | 3.00       | .1.20     | 8,267  
|2011                             | 2.12       | 1.20      | 1,555  
|2012                             | 0.15       | 0.19      | 666    
|                                 |            |           |        
|Two Most Recent Financial Years  |            |           |        
|                                 |            |           |        
|Year 2011                        |            |           |        
|Jan 1 – Mar 31                   | 1.20       | 1.20      | 533    
|Apr 1 – Jun 30                   | 2.12       | 1.81      | 1,222  
|Jul 1 – Sept 30                  | n/a        | n/a       | 0      
|Oct 1 – Dec 31                   | n/a        | n/a       | 0      
|                                 |            |           |        
|Year 2012                        |            |           |        
|Jan 1 – Mar 31                   | n/a        | n/a       | 0      
|Apr 1 – Jun 30                   | 0.15       | 0.15      | 320    
|Jul 1 – Sept 30                  | 0.15       | 0.68      | 180    
|Oct 1 – Dec 31                   | 0.19       | 0.19      | 166    



CNSX

Canadian National Stock Exchange

(formerly CanadianTrading & Quotation
System)



Trading Range



|                                 | Cdn $ High | Cdn $ Low | Volume 
|-------------------------------- | ---------- | --------- | -------
|Five Most Recent Financial Years |            |           |        
|2008                             | 0.90       | 0.15      | 362,800
|2009                             | 1.50       | 0.15      | 76,416 
|2010                             | 3.00       | 0.75      | 80,501 
|2011                             | 3.00       | 0.60      | 119,971
|2012                             | 1.95       | 1.80      | 396,094
|                                 |            |           |        
|Two Most Recent Financial Years  |            |           |        
|                                 |            |           |        
|Year 2011                        |            |           |        
|Jan 1 – Mar 31                   | 1.50       | 1.28      | 4,440  
|Apr 1 – Jun 30                   | 3.00       | 1.50      | 9,031  
|Jul 1 – Sep 30                   | 1.73       | 1.20      | 13,033 
|Oct 1 – Dec 31                   | 1.50       | 0.60      | 93,467 
|                                 |            |           |        
|Year 2012                        |            |           |        
|Jan 1 – Mar 31                   | 0.90       | 0.45      | 33,334 
|Apr 1 – Jun 30                   | 0.975      | 0.90      | 232,525
|Jul 1 – Sep 30                   | 1.95       | 1.80      | 93,874 
|Oct 1 – Dec 31                   | 0.20       | 0.185     | 36,361 









-31-











Item 9.C. Markets



On April 4, 1985, the Company's common shares
were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq
SmallCap Market on May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its common shares from the Montreal Exchange,
and, on October 3, 1994, the Company's shares were de-listed from the Nasdaq SmallCap Market. On October 4, 1994, the Company's
shares were listed for trading on the OTC Bulletin Board. On November 29, 1999 the Vancouver Stock Exchange became known as the
CDNX as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange. On July 5, 2001, the Company
made a formal application to the CDNX requesting the voluntary delisting of the Company’s common shares from trading on the
CDNX, as a result of which, the common shares of the Company were de-listed from trading on the CDNX effective at the close of
trading on July 31, 2001.



On November 28, 2007, the common shares
of the Company were listed for trading on the Canadian National Stock Exchange (“CNSX”) (formerly known as the Canadian
Trading and Quotation System (CNQ)) under the trading symbol “ZABK”. On October 17, 2008, the Company’s CNSX
symbol was changed to “ZAB” pursuant to the CNSX adopting a three character symbol format.



On April 16, 2009, the Company changed
its name from Zab Resources Inc. (“Zab”) to Kokomo Enterprises Inc. (“Kokomo”), and the Company consolidated
its capital stock on the basis of 25 (old) shares of Zab for 1 (new) share of Kokomo. As a result, the shares of Zab were de-listed
from trading and the shares of Kokomo commenced trading in Canada on the CNSX under the symbol “KKO”, and in the

U.S.A. the shares of Kokomo commenced
trading on the OTCQB under the symbol “KKOEF”. The Cusip number of the Company’s common shares was 500323100.



On August 31, 2012, the Company changed
its name from Kokomo Enterprises Inc. (“Kokomo”) to High 5 Ventures Inc. (“High 5”) and the Company’s
share capital was consolidated on the basis of 15 (old) shares of Kokomo for 1 (new) share of High 5. As a result, the shares of
Kokomo were de-listed from trading and the shares of High 5 commenced trading in Canada on the CNSX under the symbol “HHH”
and in the USA, the shares of High 5 commenced trading on the OTCQB under the symbol “HHHEF”. The Cusip number of the
Company’s common shares is 42966V105.





ITEM 10. ADDITIONAL INFORMATION



Item 10. A. Share Capital



Effective August 31, 2012, the Company’s
name was changed to High 5 Ventures Inc. (“High 5”), its share capital was consolidated on the basis of 15 (old) shares
of Kokomo for 1 (new) share of High 5.



At the Company’s 2005 Special General
Meeting held on January 10, 2005, the shareholders approved the deletion of the Pre-Existing Company Provisions in the notice of
Articles of the Company and approved the alteration of the Company’s Notice of Articles. The shareholders approved the increase
of the Company's authorized capital to an unlimited number of Common and Preferred Shares, both without par value, approved the
adoption of new articles in substitution for the old articles of the Company (Exhibit 3.2 - Incorporated by reference).



The authorized share capital of the Company
consists of an unlimited number of common and preferred shares without par value of which 1,105,007
common shares are issued and outstanding as of December 31, 2012. No preferred shares have been issued.

-32-









Holders of common shares of the Company are
entitled to one vote per share at all meetings of shareholders of the Company, to receive dividends as and when declared by the
Directors, and to receive a pro-rata share of the assets of the Company available for distribution to common shareholders in the
event of the liquidation, dissolution or winding up of the Company. There are no pre-emptive, conversion or surrender rights attached
to the common shares of the Company.



All shares have been issued pursuant to resolutions
of the Board of Directors of the Company.



|Outstanding Share Data
        as of December 31, 2012 | No. of Common Shares                                              | No. of Preferred Shares | Exercise
        Price
        per
        Share                                                                          | Expiry Date                                                                                     
|------------------------------------------------------ | ----------------------------------------------------------------- | ----------------------- | ------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------
|Issued and Outstanding
        as at December 31, 2012 | 1,105,007                                                         | Nil                     | N/A                                                                                                                       | N/A                                                                                             
|Warrants as at
        December 31, 2012               | 33,333
        33,334
        6,667
        133,333
        5,556 | Nil                     | Cdn
        $2.25
        Cdn
        $2.25
        Cdn
        $2.25
        Cdn
        $1.50
        Cdn
        $1.50 | April 1, 2013
        April 15, 2013
        May 10, 2013
        Dec 2/2014
        Dec 22/2014
|Fully Diluted as at
        December 31, 2012          | 1,317,230                                                         | Nil                     |                                                                                                                           |                                                                                                 



Item 10.A.4. Warrants



All warrants have been issued pursuant to resolutions
of the Board of Directors of the Company.



The following summarizes the warrants that
have been granted, exercised, cancelled or expired during the years ended December 31, 2012, 2011 and 2010:



|                           | Number of Warrants | Weighted Average Exercise Price
|-------------------------- | ------------------ | -------------------------------
|                           |                    |                                
|Balance, December 31, 2010 | 718,823            | $ 1.50                         
|Issued                     | 73,334             | $ 2.25                         
|Exercised                  | (100,800)          | $ 1.50                         
|Expired                    | (246,467)          | $ 1.50                         
|                           |                    |                                
|Balance, December 31, 2011 | 444,890            | $ 1.65                         
|Expired                    | (232,667)          | $ 1.50                         
|                           |                    |                                
|Balance, December 31, 2012 | 212,223            | $ 1.76                         



At December 31, 2012 and 2011, the
following warrants were outstanding and exercisable:



|                  | Exercise | Number of Warrants
|----------------- | -------- | ------------------
|Expiry Date       | Price    | 2012              
|                  |          |                   
|March 11, 2012    | $        | 1.50              
|April 16, 2012    | $        | 1.50              
|May 4, 2012       | $        | 1.50              
|August 16, 2012   | $        | 1.50              
|April 1, 2013     | $        | 2.25              
|April 15, 2013    | $        | 2.25              
|May 10, 2013      | $        | 2.25              
|December 2, 2014  | $        | 1.50              
|December 22, 2014 | $        | 1.50              
|                  |          |                   
|                  |          |                   





-33-











Item 10.A.5. Stock Options



The Board of Directors of the Company resolved
to adopt on April 12, 2004, the 2004 Stock Option Plan (Exhibit 10.7 - Incorporated by reference) which provides for the granting
of incentive stock options to directors, officers, employees and consultants of the Company entitling them to purchase up to 20%
of the issued and outstanding common shares of the Company as of the day of granting. Shareholders subsequently approved the 2004
Stock Option Plan at the Company’s Annual General Meeting which was held on April 30, 2004. The 2004 Stock Option Plan replaces
the Company’s 2002 and 2003 Stock Option Plans (See Exhibit 10.1 – Incorporated by reference). The 2004 Stock Option
Plan was re-approved by the Shareholders at the Company’s Annual General Meeting held on June 20, 2012.



The material terms of the 2004 Stock Option
Plan are outlined in the Company’s Information Circular included with the 2012 Notice of Annual General Meeting (Exhibit
16 - Incorporated by reference) which has been filed on Sedar.



From time to time, the Company grants stock
options to its directors, employees and consultants on terms and conditions acceptable to the Regulatory Authorities. The stock
options entitle the holders to acquire common shares of the Company from treasury (See Exhibit 10.7 – Incorporated by reference).



The following summarizes the employee and director
stock options that have been granted, exercised, cancelled and expired during the years ended December 31, 2012, 2011 and 2010:



|                           | Number of Options | Weighted
        Average
        Exercise Price
|-------------------------- | ----------------- | -----------------------------------------------
|                           |                   |                                                
|Balance December 31, 2010  | 10,949            | $                                              
|Expired                    | (10,949)          | $                                              
|Granted                    | 8,000             | $                                              
|                           |                   |                                                
|Balance, December 31, 2011 | 8,000             | $                                              
|Expired                    | (8,000)           | $                                              
|                           |                   |                                                
|Balance, December 31, 2012 | 0                 | $                                              



Item 10. A.6. History of Share Capital



There are no special voting rights attached
to any of the Company’s issued and outstanding shares. All shares which were issued from the Company’s Treasury were
issued for cash or in the case of Finder’s Fees, for services rendered.



CAPITAL
STOCK



Authorized: Unlimited number of Common
and Preferred shares without par value, of which there are no preferred shares issued.

-34-















|                                | Capital Stock | Deficit   | Reserves | Total Stockholders’ Equity (Deficiency)
|------------------------------- | ------------- | --------- | -------- | ---------------------------------------
|                                | Common Shares | Amount    | Warrants | Options                                
|                                |               |           |          |                                        
|Balance, January 1, 2010        |               | 561,352   | $        | 23,492,381                             
|Net loss for year               |               | 0         |          | 0                                      
|Private placement               |               | 300,000   |          | 270,000                                
|Warrants exercised              |               | 69,533    |          | 104,300                                
|Expiry of options               |               | 0         |          | 0                                      
|                                |               |           |          |                                        
|Balance, December 31, 2010      |               | 930,885   |          | 23,866,681                             
|Net loss for year               |               | 0         |          | 0                                      
|Private placement               |               | 73,334    |          | 100,000                                
|Warrants exercised              |               | 100,800   |          | 151,200                                
|Expiry of warrants              |               | 0         |          | 0                                      
|Expiry of options               |               | 0         |          | 0                                      
|                                |               |           |          |                                        
|Balance, December 31, 2011      |               | 1,105,019 |          | 24,117,881                             
|Net loss for year               |               | 0         |          | 0                                      
|Adjustment of common shares due |               |           |          |                                        
|to fractional rounding pursuant |               |           |          |                                        
|to share consolidation          |               | (12)      |          | 0                                      
|                                |               |           |          |                                        
|Balance, December 31, 2012      |               | 1,105,007 | $        | 24,117,881                             



All common shares and per share amounts have
been restated to give retroactive effect to the 15:1 share consolidation, which took effect on August 31, 2012.



Item 10.B. Articles of Association



The Company’s shareholders considered
and approved a special resolution to adopt new Articles for the Company at the Company’s Special Meeting which was held on
January 10, 2005, (Exhibit 3.2 - Incorporated by reference).



Item 10. C. Material Contracts



On March 26, 2004, the Company entered into
an Option Agreement (Exhibit 10.5 – Incorporated by reference) with an arm’s length party (the “Arm’s Length
Party”) in respect to certain mineral claims, which are situated in the Kamloops Mining Division in British Columbia (the
“Extra High Property”). Pursuant to the terms of the Option Agreement as amended on March 8, 2005, the Company obtained
the right to acquire a 100% undivided interest in the Extra High Property, subject to a 1.5% net smelter returns royalty (the “Arm’s
Length Royalty”), by making staged cash payments totalling $150,000 and incurring exploration expenditures on the Extra High
Property totalling $500,000 over a period of three years. Upon the Company earning a 100% undivided interest in the Extra High
Property, the Company obtained the right to purchase at any time 50% of the Arm’s Length Royalty by paying to the Arm’s
Length Party the sum of $500,000 leaving the Arm’s Length Party with a 0.75% NSR royalty.



On September 8, 2006, the Company entered into
an Option Agreement (Exhibit 10.11 – Incorporated by reference) with Colt Resources Inc. (“Colt”) whereby Colt
obtained the right to acquire a 50% undivided interest, subject to the Arm’s Length Royalty, in the Extra High Property by
incurring exploration expenditures of $240,000 on the Extra High Property by no later than February 28, 2007 and by making
cash payments to the Company totaling $133,770 by no later than March 26, 2007. On September 12, 2006, the Company and
the Arm’s Length Party amended the Option Agreement (Exhibit 10.5.1 – Incorporated by reference) by entering into an
Amending Agreement whereby the Company was granted an extension period until June 26, 2007 to make the balance of cash payments
to the Arm’s Length Party and incur the remaining exploration expenditures on the Extra High Property. On October 31, 2006,
the Company and Colt entered into an Amending Agreement
(Exhibit 10.11.2 – Incorporated by reference) whereby Colt was granted an extension period until June 26, 2007 to incur exploration
expenditures on the Extra High Property and to make the cash payments to the Company. Upon Colt earning its 50% undivided interest
in the Extra High Property, the Company and Colt would thereafter equally contribute to all future exploration costs. If any party
would fail to contribute its share of future exploration costs, then its respective interest would be diluted on a straight-line
basis. If any party’s interest would be diluted to less than a 10% interest, then that party’s interest in the Extra
High Property would be converted into a 0.5% NSR royalty. On April 16, 2007, the Company and the Arm’s Length Party amended
the Option Agreement (Exhibit 10.5.2 – Incorporated by reference) by entering into an Amending Agreement whereby the Company
was released of the requirement to incur the remaining exploration expenditures but instead was required to make a cash payment
of $60,000 (paid) to the Arm’s Length Party.

-35-









On June 14, 2007, the Company amended its Option
Agreement with Colt whereby Colt would have the right to acquire a 34% interest in the Extra High Property by making cash payments
to the Company totalling $193,770 by no later than June 26, 2007. The Amending Agreement released Colt of the requirement to incur
$240,000 in exploration expenditures on the Extra High Property. On June 26, 2007, the Company made its final payment to the Arm’s
Length Party thereby earning a 100% undivided interest in the Extra High Property subject only to the Arm’s Length Royalty.
Colt made its final payment to the Company and earned its 34% interest in the Extra High Property, thus reducing the Company’s
interest to 66%.



On January 21, 2008, the Company entered into
an Option Agreement (the “2008 Option Agreement”) (see Exhibit 10.11.3 - Incorporated by reference) with Colt whereby
Colt was granted the right and option to acquire, in two separate equal tranches, the Company’s 66% undivided interest in
the Extra High Property. Pursuant to the 2008 Option Agreement, Colt exercised the first tranche of the option by making a cash
payment of $250,000 to the Company thus acquiring from the Company a 33% undivided interest in the Extra High Property. Colt did
not exercise the second tranche of the option. As a result of exercising the first tranche of the option, Colt now holds a 67%
undivided interest in the Extra High Property and has become the operator of the Extra High Property, and the Company now holds
a 33% undivided interest in the Extra High Property.



During the year ended December 31, 2008, the
Company sold all of its Ontario Lithium Properties to an arm’s length party for gross proceeds of $54,500 consisting of $50,000
cash payment and marketable securities of $4,500 valued at the quoted market price at receipt (see Exhibit 10.12 – Incorporated
by reference). Furthermore, the arm’s length party is obligated to pay to the Company one-half percent (1/2%) gross receipts
royalty after six months from the date of commencement of commercial production from the Ontario Lithium Properties. These properties
were previously written-off at the end of fiscal year 2000.



Pursuant to the Management Services Agreement
with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) dated November 1, 2001 (Exhibit 10.4 - Incorporated by reference),
as amended on August 18, 2003, July 31, 2005 and November 1, 2010 (Exhibits 10.4.1 and 10.4.2 - Incorporated by reference) (the
“Management Services Agreement”), the total amount for Management Fees was $41,500 during the twelve months period
ended December 31, 2012 (December 31, 2011 - $120,000; December 31, 2010 - $320,000). In February 2012, the Management Services
Agreement was amended (Exhibit 10.4.3 - Incorporated by reference) whereby the remuneration payable to Kalpakian Bros. for the
services provided to the Company was reduced from $10,000 plus HST per month to $5,000 plus HST per month as of March 1, 2012.
Subsequently, the Management Services Agreement was further amended (Exhibit 10.4.4 - Incorporated by reference) whereby the remuneration
payable to Kalpakian Bros. was further reduced from $5,000 plus HST per month to $2,500 plus HST per month as of April 1, 2012.And, effective October 1, 2012, the Management Services Agreement was further amended whereby the remuneration payable to
Kalpakian Bros. has been reduced from $2,500 plus HST to $500 plus HST per month (See Exhibit 10.4.5* - Attached).



The principals of Kalpakian Bros. are Bedo
H. Kalpakian and Jacob H. Kalpakian, both of whom are directors and officers of the Company. The
Management Services Agreement is renewable on an annual basis, and either party may terminate the Management Services Agreement
at anytime by giving three months’ notice to the other party.

-36-









Pursuant
to an Investor Relations Agreement with an Arm’s Length Party in Germany (Exhibit 10.24 – Incorporated by reference)
the Company granted 8,000 incentive stock options at $2.25 per common share which expired unexercised on June 1, 2012 (Exhibit
10.25 - Incorporated by reference).



Item 10. D. Exchange Controls



| | (a) | No governmental laws, decrees or regulations in the Province of British Columbia, Canada, restrict
export or import of capital, including, but not limited to, foreign exchange controls, or affect the remittance of dividends, interest
or other payments to non-resident holders of the Registrant's securities.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | There are no limitations on the right of non-resident or foreign owners to hold or vote such securities
imposed by foreign law or by the charter or other constituent document of the Registrant.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 10.E. Taxation



General



The following comments summarize the material
Canadian and U.S. Federal Income Tax consequences for a shareholder of the Registrant who is a non-resident of Canada and who is
a resident of the United States subject to taxation under the laws of the United States.



The following is based upon the current provisions
of the Income Tax Act (Canada) (the "Tax Act") and regulations thereunder, the U.S. Internal Revenue Code of 1986 (the
"Code") and regulations thereunder, the Canada-United States Income Tax Convention, 1980 (the "Convention"),
the current administrative policies and practices published by Revenue Canada or by the U.S. Internal Revenue Service and all specific
proposals to amend the Tax Act and regulations thereunder that have been publicly announced by the Minister of Finance (Canada)
prior to the date hereof, and judicial decisions, all of which are subject to change. The following does not take into account
the tax laws of the various provinces or territories of Canada or the tax laws of the various state and local jurisdictions of
the United States or foreign jurisdictions.



The following is intended to be a general description
of the Canadian and U.S. Federal income tax considerations material to a purchase of the common shares and is not intended to be,
nor should it be construed to be, legal or tax advice to any prospective holders. The following does not address consequences peculiar
to any holder subject to special provision of Canadian or U.S. income tax law. Therefore, prospective holders are urged to consult
their own tax advisors with respect to the tax consequences of an investment in the common shares of High 5 Ventures Inc.



CANADIAN FEDERAL INCOME TAX CONSIDERATIONS



Dividends on Common Stock



Under the Tax Act, a non-resident of Canada
is subject to withholding tax at the rate of 25% on dividends from a corporation resident in Canada. The Convention reduces this
rate to 15% for a shareholder resident in the United States. Withholding tax is further reduced to 5% if the United States resident
shareholder is a corporation that beneficially owns at least 10% of the voting stock of the corporation paying the dividend.





-37-







Exemptions from Withholding Tax



The Convention provides exemption from Canadian
income tax on dividends paid to religious, scientific, literary, educational or charitable organizations or to an organization
constituted and operated exclusively to administer or provide benefits under one or more pension, retirement or employee benefit
funds or plans. To qualify for exemption such organizations must be resident in the United States and be exempt from income tax
under the laws of the United States.



Dispositions of Common Stock



The following comments apply only to a shareholder
whose Common stock constitutes capital property to him for purposes of the Income Tax Act.



Common stock will generally constitute capital
property unless the holder is a trader or dealer in securities or is engaged in a venture in the nature of trade in respect of
Common Stock.



Common stock of a resident public corporation
will constitute taxable Canadian property of a shareholder at a particular time if at any time in the preceding five (5) years,
25% or more of the issued shares of any class of the capital stock of the Registrant belonged to the non-resident shareholder,
persons with whom the non-resident did not deal at arm's length, or to the non-resident shareholder and persons with whom the non-resident
shareholder did not deal at arm's length.



Under the Tax Act, a non-resident of Canada
is subject to Canadian tax on taxable capital gains from dispositions of taxable Canadian property and may deduct allowable capital
losses from dispositions of taxable Canadian property. If the shares are considered taxable Canadian property, the vendor may be
required to withhold tax pursuant to section 116 of the Tax Act.



Upon disposal of capital property the amount,
if any, by which a taxpayer's proceeds of disposition exceed or are exceeded by the adjusted cost base of the capital property
(including expenses of disposition) represent the capital gain (or loss) on disposition of the capital property. One half of the
gain (the "taxable capital gain") is brought into income and taxed at normal rates. One half of the loss (the "allowable
capital loss") can be deducted from taxable capital gains realized in the same year. Pursuant to the Federal Budget which
was announced on February 28, 2000, the taxable capital gain and allowable capital loss inclusion rate was reduced from three-fourths
to two-thirds for dispositions after February 27, 2000. On October 18, 2000, the Federal Budget further reduced the inclusion rate
from two-thirds to one-half for dispositions after October 17, 2000. For dispositions of taxable
Canadian property any excess of allowable capital losses over taxable capital gains becomes a "net capital loss" which
can be carried to other years to reduce taxable capital gains from the disposition of such property.



The Convention gives protection to United States
residents from Canadian tax on certain gains derived from the alienation of property. There is no protection for a gain on a disposition
of shares the value of which is derived principally from real property in Canada. Protection under the Convention will be available
as long as the Registrant remains a Canadian public corporation or its shares continue to be listed on a prescribed stock exchange.



Revenue Canada has indicated that it considers
the protection of the Convention with respect to capital gains extend to a "deemed disposition" under the Tax Act, including
the "deemed disposition" arising upon the death of a taxpayer.



U.S. FEDERAL INCOME TAX CONSIDERATIONS



HIGH 5 VENTUERS INC. (“High 5")
is classified as a Passive Foreign Investment company (PFIC) for U.S. federal income tax purposes since the following conditions
have applied for at least one taxable year since 1986:



1) 75% or more of its gross
income has been passive;



2) The average percentage
of its assets producing passive income is at least 50%.

-38-









The following is intended to be a general description
of the U.S. Federal income tax considerations material to a purchase of the common shares and is not intended to be, nor should
it be construed to be, legal or tax advice to any prospective holders. Prospective holders are urged to consult their own tax
advisors with respect to the tax consequences of an investment in the common shares of High 5.



Since High 5 has satisfied the PFIC criteria
for at least one taxable year since 1986, while a shareholder holds shares in High 5, it remains a PFIC as to that shareholder
even if it no longer meets the income or asset test. Classification as a PFIC will create U.S. tax consequences to a U.S. Shareholder
that are unique to the PFIC provisions and that are not encountered in other investments.



Generally, a U.S. shareholder will realize
ordinary income on the receipt of cash dividends or property distributions from an investment in the shares of a foreign corporation
to the extent such dividends are paid out of the foreign company's current accumulated earnings and profits. To the extent of any
withholding taxes, both individual and corporate investors must include such taxes in income and, in turn, claim a foreign tax
credit. Certain corporate investors are also entitled to gross up the underlying foreign corporate income taxes and claim a foreign
tax credit.



Thus, under the general rule, no U.S. federal
income tax consequences occur until an actual dividend is paid. Although this general rule can apply in a PFIC investment, there
are significant deviations from this general rule and many elections available to a U.S. shareholder that can alter the U.S. federal
income tax consequences. Such consequences will be unique to each U.S. shareholder.



In the absence of any PFIC elections, a U.S.
shareholder of a PFIC, will be taxed under the excess distribution method. Under this method, where a current year dividend exceeds
125% of the average of dividends during the preceding three taxable years, the excess must be allocated rateably to each day in
the taxpayer's holding period.



The amount of the excess allocated to the current
year and to years when the corporation was not a PFIC is included in the shareholder's gross income for the year of the distribution.
The remainder of the excess is not included in gross income, but the U.S. shareholder must pay a deferred tax amount by allocating
the remaining excess to all PFIC years, re-computing the tax for each PFIC year and computing and paying the resultant interest
on the recomputed tax for each PFIC year. As indicated above, foreign tax credit relief is available for withholding taxes for
both individual and corporate investors. Relief for underlying corporate tax is only available for certain corporate investors.



Under the excess distribution method, gain
on the disposition of PFIC shares results in the same allocation process; gross income inclusion; tax re-computation; and interest
charges as an excess distribution.



In lieu of the excess distribution method,
a U.S. shareholder may elect to treat a PFIC as a Qualified Electing Fund ("QEF") and be taxed under the QEF method.
If that election is made, the U.S. shareholder will be taxed currently on its pro-rata share of the earnings of the QEF. The current
income inclusion eliminates the interest charge under the excess distribution method. Thus, unlike the excess distribution method
that requires the receipt of cash from an actual dividend or sale, the QEF method invokes taxation without the receipt of cash.



Shareholders, who make a QEF election may,
or may not, remain subject to tax under the excess distribution method. If the U.S. shareholder makes the QEF election for the
foreign corporation's first tax year as a PFIC that is included in the shareholder's holding period, the excess distribution will
not apply to the shareholder. Thus, this type of shareholder will include its pro-rata share of PFIC earnings as a dividend, claim
the appropriate foreign tax credit, and not face any interest charge.



If the shareholder makes the QEF election at
a later time, in the absence of any other PFIC election, current taxation under the QEF method will apply prospectively. However,
the excess distribution method continues to apply prior to the effective date
of the QEF election.

-39-









If the shareholder makes the QEF election at
a later time, the shareholder has an additional option to make a purging election. If a purging election is made, the PFIC stock
would be treated as if it were sold and the gain treated as an excess distribution requiring: a gross income inclusion; allocation
to PFIC years in the shareholder's holding period, a tax re-computation for PFIC years in the shareholder's holding period; and
an interest charge payment. As a result of the purging election, thereafter the excess distribution method would not apply to that
shareholder.



Under the QEF method, the U.S. shareholder
has another option. In lieu of paying the tax on its pro-rata share of PFIC earnings, the U.S. shareholder in a QEF on the last
day of the QEF's tax year may elect to extend the time for payment of any of its undistributed PFIC earnings tax liability for
the tax year. If the election is made, the election is treated as an extension of time to pay tax and, thus, the U.S. shareholder
is liable for interest.



In lieu of any of the above-described methods,
since High 5 is regularly traded on a national securities exchange, U.S. shareholders may wish to make an election to mark to market.



A U.S. shareholder of a PFIC may make a mark
to market election for marketable PFIC stock. If the election is made, the shareholder includes in income each year an amount equal
to the excess, if any, of the fair market value of the PFIC stock as of the close of the tax year over the shareholder's adjusted
basis in the stock. Decreases in market value are allowed as deductions, within certain prescribed limits.



Generally, under the mark to market election,
the general PFIC rules under the excess distribution method and QEF method do not apply. However, if the mark to market election
is made after a U.S. shareholder has maintained its investment, there are provisions that ensure that the interest charge on amounts
attributable to periods before the election is not avoided.



PERSONS CONSIDERING THE PURCHASE OF THE
COMPANY’S COMMON SHARES SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE APPLICATION OF CANADIAN, U.S. AND OTHER TAX
LAWS TO THEIR PARTICULAR SITUATION.



Item 10. F. Dividends and Paying Agents.



Not Applicable.



Item 10. G. Statement by Experts



Not Applicable.



Item 10. H. Documents on Display.



We have filed this 2012 Annual Report on Form
20-F with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Statements made in this Annual Report
as to the contents of any contract, agreement or other document referred to are not necessarily complete. With respect to each
such contract, agreement or other document filed as an exhibit to this Annual Report, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.



We are subject to the informational requirements
of the Securities Exchange Act and file reports and other information with the Securities and Exchange Commission. Reports and
other information which we file with the Securities and Exchange Commission, including this Annual Report on Form 20-F, may be
inspected at the public reference facilities of the Securities and Exchange Commission at: 450 Fifth Street N.W., Room 1024, Washington,
D.C. 20549. Additionally, copies of this material may also be obtained from the Securities and Exchange Commission’s Investor
Site at http://www.sec.gov . The Commission’s telephone number is 1-800-SEC-0330.

-40-









Item 10. I Subsidiary Information



Not Applicable.



ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



Financial Instruments



Financial instruments are agreements between
two parties that result in promises to pay or receive cash or equity instruments. The Company classifies its financial instruments
as follows: cash/cheques issued in excess of funds on deposit is classified as FVTPL; and accounts payable and accrued liabilities
and due to related parties, as other financial liabilities, which are measured at amortized cost. The carrying value of these instruments
approximates their fair values due to their short term to maturity.



The Company has exposure to the following risks
from its use of financial instruments:



•
Credit risk;

•
Liquidity risk; and

•
Market risk.



(a)	Credit risk



Credit risk is the risk of financial
loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations, and arises principally
from the Company’s cash. All of the Company’s cash is held in a major Canadian financial institution and, accordingly,
the Company views credit risk and concentration of credit risk as minimal.



(b)	Liquidity risk



Liquidity risk is the risk that the
Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity
is to ensure, as far as possible, that it will always have sufficient liquid funds to meet its liabilities when due, under both
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.



The contractual financial liabilities
of the Company as of December 31, 2012 equal $364,703 (2011 - $191,989). All of the current liabilities are due within 90 days
of December 31, 2012.



(c)	Market risk



Market risk is the risk that changes
in market prices, such as foreign exchange rates, and interest rates will affect the Company’s income or the value of its
holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within
acceptable parameters, while optimizing the return on capital.



i)	Currency
risk



The Company is
not exposed to significant currency risk.



ii)	Interest
rate risk



-41-





Interest rate risk is the risk that
future cash flows will fluctuate as a result of changes in market interest rates. The Company’s cash (cheques issued in excess
of funds on deposit) is held in bank accounts, and due to the short-term nature of these financial instruments, fluctuations in
market interest rates do not have an impact on fair value as at December 31, 2012.



The Company’s payable to key
management personnel (included in due to related parties) has an interest rate of prime plus 1%. A 1% change at December 31, 2012
would result in an immaterial change in net loss and comprehensive loss.



iii)	Other
price risk



Other price risk is the risk that
the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those
arising from currency and interest rate risk. The Company is not exposed to significant other price risk on its financial assets
and liabilities.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES



Not Applicable.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES



Except for outstanding accounts payable and
accrued liabilities, the Company is not in default in the payment of principal, interest, sinking fund instalment or any other
default with respect to any indebtedness of the Company.



ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS



There have been no changes in the constituent
instruments defining the rights of holders of common stock and no issuance of any other securities that has modified the rights
of holders of common stock.



Use of Proceeds from Offering



Not Applicable.

ITEM 15. CONTROLS AND PROCEDURES



| | a) | EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Our Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures [(as defined in
Rules 13a-15(d) and 15d -15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)] as of the end of the period
covered by this Annual Report on Form 20-F. Based on such evaluation, he has concluded that as of such date, our disclosure controls
and procedures are effective and designed to ensure that information required to be disclosed by us in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC
rules and forms.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING. Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for
establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f)
of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles.
Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting
as of December 31, 2012. In making this assessment, they used the criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our Chief Executive
Officer and Chief Financial Officer have concluded that, as of December 31, 2012, our internal control over financial reporting
is effective based on those criteria. Notwithstanding the foregoing, all internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and
can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-42-









This Annual Report does not include
an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the
rules of the SEC that permit the Company to provide only management’s report in this Annual Report.



| | c) | CHANGES IN INTERNAL CONTROLS. There were no changes in our internal
controls or in other factors that could affect these controls subsequent to the date of evaluation by our Chief Executive Officer
and Chief Financial Officer.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



[Exhibit 31.1* – Attached herewith]



ITEM 16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT
FEES.



16.A. Audit Committee Financial Expert



The financial experience of Bedo H. Kalpakian,
including his experience currently serving as Chief Financial Officer of one other public company and of the registrant, and his
experience in actively supervising accountants, controllers and auditors determines that he is an audit committee financial expert
within the meaning of the U.S. Sarbanes-Oxley Act of 2002. (See Item 6.C.3. in this Annual Report for further details on the Audit
Committee.)



16.B. Code of Ethics



On May 31, 2004, the Company’s Board
of Directors adopted a Code of Ethics (the “Code”) for the Company’s Chief Executive Officer and Chief Financial
Officer and its principal accounting officer or controller, or persons performing similar function (the “Senior Financial
Officers”) to deter wrongdoing and promote honest and ethical conduct in the practice of financial management, full, fair,
accurate, timely and understandable disclosure; and compliance with all applicable laws and regulations. These Senior Financial
Officers are expected to abide by this Code as well as by all of the Company’s other applicable business policies, standards
and guidelines. (Exhibit 14.1 –Incorporated by reference)



The Code of Ethics can be accessed electronically at http://www.high5venturesinc.com.



Item 16.C. Auditor’s
Fees & Services



| | (a) | Audit Fees: The aggregate fees billed for each of the last three
fiscal years by the Company’s Auditors were (2012: $27,000) (2011: $30,000) and (2010: $33,660).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Audit – Related Fees were (2012: $3,000) (2011: $9,000) and
(2010: $1,000) which are included in the amounts disclosed in item (a) above.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------

-43-







| | (c) | Tax Fees: Tax fees were (2012: $2,000) (2011: $2,000) and (2010:
$2,000) which are included in the amounts disclosed in item (a) above.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------



| | (d) | All other Fees were (2012: $Nil) (2011: $Nil) and (2010: $660) which
are included in the amounts disclosed in item (a) above.
| | --- | -----------------------------------------------------------------------------------------------------------------------------



Further details with respect to the Audit Committee’s
Charter is included in the Company’s Information Circular dated May 16, 2012 (see Exhibit 16 – Incorporated by reference).



The Audit Committee’s pre-approval
policies and procedures: The Audit Committee has adopted procedures to pre-approve audit services and all non-audit related
services to be rendered by the Company’s external auditors. The Chairman of the Audit Committee has been delegated authority
to pre-approve audit services up to a maximum cost of $30,000 and individual assignments up to a maximum cost of $5,000. All other
assignments must be pre-approved by the Audit Committee. All amounts which exceed the authorized amounts require further approval
from the Audit Committee.

ITEM 17. FINANCIAL STATEMENTS



The Company’s Audited Financial Statements
for the year ended December 31, 2012 and 2011, together with the report of the auditors, Smythe Ratcliffe, Chartered Accountants,
are filed as part of this Annual Report. The Company's financial statements are stated in Canadian dollars (Cdn $).





A) Index to Financial Statements





|i) Financial Statements |                                                                                            |  |             | 
|----------------------- | ------------------------------------------------------------------------------------------ |  | ----------- | 
|                        |                                                                                            |  |             | 
|                        |                                                                                            |  |             | 
|                        | -Report of Independent Auditors’ Report                                                    |  | Page 49    
|                        |                                                                                            |  |             | 
|                        | -Balance Sheets as at December 31, 2012 and December 31, 2011                              |  | Page 50    
|                        |                                                                                            |  |             | 
|                        | -Statements
    of Comprehensive Loss for the years ended December 31, 2012, 2011 and 2010 |  |             | 
|                        |                                                                                            |  | Page 51    
|                        |                                                                                            |  |             | 
|                        | -Statements of Changes in Stockholders’ Equity (Deficiency) for                            |  | Page 52    
|                        | the years ended December 31, 2012, 2011 and 2010                                           |  |             | 
|                        |                                                                                            |  |             | 
|                        | -Statements
    of Cash Flows for the years ended December 31,  2012, 2011 and 2010        |  |             | 
|                        |                                                                                            |  | Page 53    
|                        |                                                                                            |  |             | 
|                        | -Notes to the Financial Statements                                                         |  | Pages 54-71







-44-





ITEM 18. FINANCIAL STATEMENTS



The Company's financial statements which are
required to be filed hereunder are listed in Item 17 and are specifically incorporated herein by this reference. The Company's
financial statements are stated in Canadian dollars (Cdn $) and are prepared in accordance with the International Financial Reporting
Standards as issued By the International Accounting Standards Board.

ITEM 19. LIST OF EXHIBITS

3.1 Certificate of Incorporation and Memorandum and Articles (Incorporated
by reference –

Previously filed on Registration Statement on Form 20-F,
May 1988)

| | 3.2 | New Articles (Incorporated by reference) –Static Copy of British Columbia
| | --- | -------------------------------------------------------------------------

Business Corporations Act (BCBCA). Previously filed
on Form 20-F 2004 (SEC Accession No. 0000945234-05-000483)http://www.sec.gov/Archives/edgar/data/825171/000094523405000483/o17223exv3w2.htm

3.4	Certificate of Name Change to Kokomo Enterprises Inc.

SECAccessionNo.0001137171-09-000478

http://www.sec.gov/Archives/edgar/data/825171/000113717109000478/ex0304.htm



3.5*	Certificate of Name Change to High 5 Ventures Inc.



| | 10.1 | 2003 Stock Option Plan (Incorporated by reference previously filed on Form 20-F/A, June 2003)
| | ---- | ---------------------------------------------------------------------------------------------

http://www.sec.gov/Archives/edgar/data/825171/000113717103000199/form20f2002bcl.htm

| | 10.4 | Management Services Agreement, (Incorporated by reference - previously filed on Form 20-F, 2001 as amended on August 14, 2003
and July 1, 2005) http://www.sec.gov/Archives/edgar/data/825171/999999999702037711/9999999997-02-037711.txt
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.4.1 | Addendum to the Management Services Agreement dated July 31, 2005 – Previously filed on Form 20F 2005) (US Sec Accession
No. 0001137171-06-001515) http://www.sec.gov/Archives/edgar/data/825171/000113717106001515/ex1041.htm
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.4.2 | Addendum to the Management
Services Agreement dated November 1, 2010.                                                                                                                                                         
| |        | SECAccessionNo.0001137171-11-000333                                                                                                                                                                                           



| |  | 
| |  | 

| |        | http://www.sec.gov/Archives/edgar/data/825171/000113717111000333/ex1042.htm 
| | ------ | ----------------------------------------------------------------------------
| |        |                                                                             
| | 10.4.3 | Addendum to the Management Services Agreement dated February 16, 2012.      
| |        | SEC Accession No. 0001137171-12-000177                                      
| |        | http://www.sec.gov/Archives/edgar/data/825171/000113717112000177/ex10_43.htm
| |        |                                                                             
| | 10.4.4 | Addendum to the Management Services Agreement dated March 28, 2012.         
| |        | SEC Accession No. 0001137171-12-000177                                      
| |        | http://www.sec.gov/Archives/edgar/data/825171/000113717112000177/ex10_44.htm

















10.4.5* Addendum to the Management Services Agreement dated September 14, 2012.



| | 10.5 | Property Option Agreement – Previously filed on Form 20-F 2003. (SEC Accession No. 0001137171-04-000850)http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/option.htm
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.5.1 | Amendment to the Property Option Agreement dated September 12, 2006 –
| | ------ | ---------------------------------------------------------------------

| |  | (SEC Accession No.0001137171-07-000906)
| |  | ---------------------------------------

| |  | http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1005a.htm
| |  | ----------------------------------------------------------------------------

| | 10.5.2 | Amendment to the Property Option Agreement dated April 17, 2007 –
| | ------ | -----------------------------------------------------------------

| |  | (SEC Accession No. 0001137171-07-000906)
| |  | ----------------------------------------

| |  | http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1005b.htm
| |  | ----------------------------------------------------------------------------

| | 10.7   | 2004 Stock Option Plan - Previously filed on Form 20-F 2003. (SEC Accession No. 0001137171-04-000850)http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/ex93.htm
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        | http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/debtsettlement2.htm                                                                                          
| | 10.9.1 | Debt
Settlement Agreements dated July 12, 2007– (SECAccessionNo. 0001137171-08-000659)                                                                                        
| |        | http://www.sec.gov/Archives/edgar/data/825171/000113717108000659/ex100901.htm                                                                                                 
| | 10.11  | Property
Option Agreement with Colt Capital Corp. dated September 8, 2006 –                                                                                                   
| |        | (SEC Accession No.0001137171-07-000906)                                                                                                                                       
| |        | http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1011.htm                                                                                                   









| |  | 
| |  | 

-45-







| | 10.11.1 | First Amendment dated September 22, 2006 to the Property Option Agreement
| | ------- | -------------------------------------------------------------------------

| |  | (SEC Accession No. 0001137171-07-000906)
| |  | ----------------------------------------

| |  | http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1011a.htm
| |  | ----------------------------------------------------------------------------

| | 10.11.2 | Second Amendment dated October 31, 2006 to the Property Option Agreement
| | ------- | ------------------------------------------------------------------------

| |  | (SEC Accession No. 0001137171-07-000906)
| |  | ----------------------------------------

| |         | http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1011b.htm                             
| | ------- | ---------------------------------------------------------------------------------------------------------
| | 10.11.3 | Option Agreement with Colt Resources Inc. dated January 21, 2008 – (SECAccessionNo. 0001137171-08-000659)



| |       | http://www.sec.gov/Archives/edgar/data/825171/000113717108000659/ex101103.htm                 
| | ----- | ----------------------------------------------------------------------------------------------
| | 10.12 | Property Purchase Agreement with James Bay Midarctic Developments
Inc. dated July 31, 2008 –  
| |       | (SECAccessionNo.0001137171-09-000478)                                                         
| |       | http://www.sec.gov/Archives/edgar/data/825171/000113717109000478/ex1012.htm                   
| | 10.23 | Letter of Intent dated May 6, 2011 between the Company and Arqueana de Minerios E Metais Ltda.
| |       | SEC Accession No. 0001137171-12-000177                                                        
| |       | http://www.sec.gov/Archives/edgar/data/825171/000113717112000177/ex10_23.htm                  
| | 10.24 | Investor Service Agreement with Ceiba
Network UG dated June 1, 2011                           
| |       | SEC Accession No. 0001137171-12-000177                                                        
| |       | http://www.sec.gov/Archives/edgar/data/825171/000113717112000177/ex10_24.htm                  
| | 10.25 | Option Agreement with Ceiba Network UG
dated June 1, 2011                                     
| |       | SEC Accession No. 0001137171-12-000177                                                        
| |       | http://www.sec.gov/Archives/edgar/data/825171/000113717112000177/ex10_25.htm                  
| | 10.26 | Side Letter with Ceiba Network UG dated
June 2, 2011                                          
| |       | SEC Accession No. 0001137171-12-000177                                                        
| |       | http://www.sec.gov/Archives/edgar/data/825171/000113717112000177/ex10_26.htm                  
| |       |                                                                                               









11.1*	Statement explaining in reasonable
detail how earnings/loss per share is calculated



| | 14.1 | Code of Ethics - Previously filed on Form 20-F 2003. (SEC Accession
No.0001137171-04-000850)http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/ex96.htm
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 16. | Notice of Annual General Meeting 2012 and Management Proxy Materials.
| | --- | ---------------------------------------------------------------------

| |  | (SEC Accession No. 0001137171-12-000249)
| |  | ----------------------------------------

| |  | http://www.sec.gov/Archives/edgar/data/825171/000113717112000249/infocircular.htm
| |  | ---------------------------------------------------------------------------------



| | 17. | Notice of Annual General Meeting 2011 and Management Proxy Materials.
| | --- | ---------------------------------------------------------------------

| |  | (SECAccessionNo.0001137171-11-000333) http://www.sec.gov/Archives/edgar/data/825171/000113717111000333/ex17.htm
| |  | ---------------------------------------------------------------------------------------------------------------

| | 18. | Notice of Annual General Meeting, 2010 and Management Proxy Materials (Incorporated by reference-
| | --- | -------------------------------------------------------------------------------------------------

| |  | SEC Accession No. 0001137171-10-000418)
| |  | ---------------------------------------

| | 19. | Notice of Annual General Meeting, 2009 and Management Proxy Materials
(Incorporated by reference – previously filed on Form 6K for the month of May, 2009 (SECAccessionNo.0001137171-09-000424)
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | http://www.sec.gov/Archives/edgar/data/825171/000113717109000424/ex992.htm
| |  | --------------------------------------------------------------------------

| | 20. | Notice of Annual General Meeting, 2008 and Management Proxy Materials (Incorporated by reference – previously filed on
Form 6K June 16, 2008 (SEC Accession No. 0001137171-08-000573)
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | http://www.sec.gov/Archives/edgar/data/825171/000113717108000573/ex992.htm
| |  | --------------------------------------------------------------------------

| | 20.1 | Notice of Annual General Meeting, 2007 and Management Proxy Materials (Incorporated by reference – previously filed on
Form 6K May 31, 2007 (Accession Number 0001137171-07-000842)
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | http://www.sec.gov/Archives/edgar/data/825171/000113717107000842/0001137171-07-000842-index.htm
| |  | -----------------------------------------------------------------------------------------------



| | 20.4 | Notice of Special General Meeting, 2005 and Management Proxy Materials     
| | ---- | ---------------------------------------------------------------------------
| |      | (Incorporated by reference - previously filed
on Form 6-K December 3, 2004)
| |      | http://www.sec.gov/Archives/edgar/data/825171/000113717104001556/ex2.htm   





-46-











|                                        |                                                                               |  |        
|--------------------------------------- | ----------------------------------------------------------------------------- |  | -------
|31.1*                                   | Sarbanes Oxley Act Section 302, Certified by                                  |  |        
|                                        | Bedo H. Kalpakian, President, C.E.O. & C.F.O. (Attached)                      |  | Page 76
|                                        |                                                                               |  |        
|32.1*                                   | Sarbanes Oxley Act Section 906, Certified by                                  |  |        
|                                        | Bedo H. Kalpakian, C.E.O & C.F.O. (Attached)                                  |  | Page 77
|                                        |                                                                               |  |        
|99. * Financial Exhibits: – (unaudited) |                                                                               | 
|                                        |                                                                               |  |        
|99.1*                                   | Schedules I - Marketable Securities - Other Investments                       |  | Page 72
|                                        |                                                                               |  |        
|99.2*                                   | Schedules II - Amounts Receivable from Related Parties and Underwriters,      |  |        
|                                        | Promoters and Employees other than Related Parties                            |  | Page 73
|                                        |                                                                               |  |        
|99.3*                                   | Schedules III & IV - Property, Plant and Equipment and Accumulated            |  |        
|                                        | Depreciation, Depletion and Amortization of Property, Plant
    and Equipment |  | Page 74















* Filed Herewith (Attached)











-47-









HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)



Financial Statements

December 31, 2012 and 2011

(Expressed in Canadian Dollars)











|Index                                                      |  | Page  
|---------------------------------------------------------- |  | ------
|                                                           |  | 1     
|Independent Auditors’ Report to the Shareholders           |  |       
|                                                           |  |       
|Financial Statements                                       |  |       
|                                                           |  |       
|Balance Sheets                                             |  | 2     
|                                                           |  |       
|Statements of Comprehensive Loss                           |  | 3     
|                                                           |  |       
|Statements of Changes in Stockholders’
Equity (Deficiency) |  | 4     
|                                                           |  |       
|Statements of Cash Flows                                   |  | 5     
|                                                           |  |       
|Notes to Financial Statements                              |  | 6 - 24











-48-









INDEPENDENT AUDITORS’ REPORT



TO THE SHAREHOLDERS OF HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)



We have audited the accompanying financial
statements of High 5 Ventures Inc., which comprise the balance sheets as at December 31, 2012 and 2011, and the statements
of comprehensive loss, changes in stockholders’ equity (deficiency) and cash flows for each of the three years ended December
31, 2012, 2011 and 2010, and a summary of significant accounting policies and other explanatory information.



Management's Responsibility for the Financial
Statements

Management is responsible for the preparation
and fair presentation of these financial statements in accordance with International Financial Reporting Standards, as issued by
the International Accounting Standards Board and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.



Auditors’ Responsibility

Our responsibility is to express an opinion
on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing
standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.



An audit involves performing procedures to
obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’
judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation
of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.



We believe that the audit evidence we have
obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.



Opinion

In our opinion, the financial statements present
fairly, in all material respects, the financial position of High 5 Ventures Inc. as at December 31, 2012 and 2011, and its
financial performance and its cash flows for each of the three years ended December 31, 2012, 2011 and 2010 in accordance with
International Financial Reporting Standards as issued by the International Accounting Standards Board.



Emphasis of Matter

Without qualifying our opinion, we draw attention
to note 2 in the financial statements, which describes matters and conditions that indicate the existence of material uncertainties
that raise substantial doubt about the Company’s ability to continue as a going concern.

_Pic1





Chartered Accountants



Vancouver, British Columbia

April 15, 2013



-49-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Balance Sheets

December 31

(Expressed in Canadian Dollars)



|                                                   | 2012 | 2011        
|-------------------------------------------------- | ---- | ------------
|                                                   |      |             
|Assets                                             |      |             
|                                                   |      |             
|Current                                            |      |             
|Cash                                               | $    | 0           
|HST receivable                                     |      | 12,706      
|Prepaid expenses                                   |      | 0           
|                                                   |      |             
|Total Current Assets                               |      | 12,706      
|Mineral Property Interests(note 6)                 |      | 1           
|                                                   |      |             
|Total Assets                                       | $    | 12,707      
|                                                   |      |             
|Liabilities                                        |      |             
|                                                   |      |             
|Current                                            |      |             
|Cheques issued in excess of funds on deposit       | $    | 823         
|Accounts payable and accrued liabilities (note 10) |      | 131,442     
|Due to related parties (note 8)                    |      | 232,438     
|                                                   |      |             
|Total Liabilities                                  |      | 364,703     
|                                                   |      |             
|Stockholders’ Deficiency                           |      |             
|                                                   |      |             
|Capital Stock (note 7)                             |      | 24,117,881  
|Reserves                                           |      | 10,834      
|Deficit                                            |      | (24,480,711)
|                                                   |      |             
|Total Stockholders’ Deficiency                     |      | (351,996)   
|                                                   |      |             
|Total Liabilities and Stockholders’ Deficiency     | $    | 12,707      







On behalf of the Board:



”Bedo H. Kalpakian” (signed)

.....................................................................
Director

Bedo H. Kalpakian



“Gregory T. McFarlane” (signed)

.....................................................................
Director

Gregory T. McFarlane

See notes to financial statements. -50-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Statements of Comprehensive Loss

Years Ended December 31

(Expressed in Canadian Dollars)



|                                                     | 2012 | 2011      | 2010
|---------------------------------------------------- | ---- | --------- | ----
|                                                     |      |           |     
|Expenses                                             |      |           |     
|Office (note 8)                                      | $    | 74,138    | $   
|Management fees (notes 8 and 12)                     |      | 41,500    |     
|Legal, accounting and audit                          |      | 27,346    |     
|Regulatory and transfer fees                         |      | 10,217    |     
|Rent (note 8)                                        |      | 5,200     |     
|Finance, interest and foreign exchange (note 8)      |      | 2,995     |     
|Telephone, travel, meals and entertainment           |      | 1,205     |     
|Shareholder communication                            |      | 546       |     
|Mineral property evaluation costs                    |      | 0         |     
|Impairment of mineral property interests (note 6)    |      | 0         |     
|                                                     |      |           |     
|Net Loss and Comprehensive Loss for Year             | $    | 163,147   | $   
|                                                     |      |           |     
|Basic and Diluted Loss per Common Share(note 7(e))   | $    | 0.15      | $   
|                                                     |      |           |     
|Weighted Average Number of Common Shares Outstanding |      | 1,105,007 |     



See notes to financial statements. -51-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Statements of Changes in Stockholders’ Equity
(Deficiency)

Years Ended December 31

(Expressed in Canadian Dollars)



|                                              | Capital Stock | Deficit   | Reserves | Total Stockholders’ Equity (Deficiency)
|--------------------------------------------- | ------------- | --------- | -------- | ---------------------------------------
|                                              | Common Shares | Amount    | Warrants | Options                                
|                                              |               |           |          |                                        
|Balance, January 1, 2010                      |               | 561,352   | $        | 23,492,381                             
|Net loss for year                             |               | 0         |          | 0                                      
|Private placement                             |               | 300,000   |          | 270,000                                
|Warrants exercised                            |               | 69,533    |          | 104,300                                
|Expiry of options                             |               | 0         |          | 0                                      
|                                              |               |           |          |                                        
|Balance, December 31, 2010                    |               | 930,885   |          | 23,866,681                             
|Net loss for year                             |               | 0         |          | 0                                      
|Private placement                             |               | 73,334    |          | 100,000                                
|Warrants exercised                            |               | 100,800   |          | 151,200                                
|Expiry of warrants                            |               | 0         |          | 0                                      
|Expiry of options                             |               | 0         |          | 0                                      
|                                              |               |           |          |                                        
|Balance, December 31, 2011                    |               | 1,105,019 |          | 24,117,881                             
|Net loss for year                             |               | 0         |          | 0                                      
|Adjustment of common shares due to fractional |               |           |          |                                        
|rounding pursuant to the share consolidation  |               | (12)      |          | 0                                      
|                                              |               |           |          |                                        
|Balance, December 31, 2012                    |               | 1,105,007 | $        | 24,117,881                             





See notes to financial statements. -52-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Statements of Cash Flows

Years Ended December 31

(Expressed in Canadian Dollars)



|                                                                 | 2012 | 2011      | 2010
|---------------------------------------------------------------- | ---- | --------- | ----
|                                                                 |      |           |     
|Operating Activities                                             |      |           |     
|Net loss                                                         | $    | (163,147) | $   
|Items not involving cash                                         |      |           |     
|Write-off of mineral property interests                          |      | 0         |     
|Share-based payment                                              |      | 0         |     
|                                                                 |      |           |     
|                                                                 |      | (163,147) |     
|Changes in non-cash working capital (note 9)                     |      | 161,400   |     
|                                                                 |      |           |     
|Cash Used in Operating Activities                                |      | (1,747)   |     
|                                                                 |      |           |     
|Financing Activity                                               |      |           |     
|Issue of common shares and warrants                              |      | 0         |     
|                                                                 |      |           |     
|Investing Activities                                             |      |           |     
|Proceeds from mineral tax credit                                 |      | 0         |     
|Expenditures on mineral property interest                        |      | 0         |     
|                                                                 |      |           |     
|Cash Provided by Investing Activities                            |      | 0         |     
|                                                                 |      |           |     
|Net Outflow of Cash                                              |      | (1,747)   |     
|Cash, Beginning of Year                                          |      | 924       |     
|                                                                 |      |           |     
|Cash (Cheques Issued in Excess of Funds on Deposit), End of Year | $    | (823)     | $   



Supplemental Information (note 9)







See notes to financial statements. -53-







HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)










| | 1. | NATURE OF BUSINESS
| | -- | ------------------



The Company was incorporated on August 24, 1984
in British Columbia, Canada. The principal business of the Company is the acquisition, exploration and, if warranted, the development
of natural resource properties.



On August 31, 2012, the Company
changed its name from Kokomo Enterprises Inc. (“Kokomo”) to High 5 Ventures Inc. (“High 5” or the “Company”),
and the Company consolidated its capital stock on the basis of 15 (old) Kokomo shares for 1 (new) High 5 share. The shares of High
5 trade on the Canadian National Stock Exchange under the symbol “HHH”, and in the USA, the shares of High 5 trade
on the OTCQB tier of the OTC markets under the symbol “HHHEF”. The Cusip number of the Company’s common shares
is 42966V105. The Company’s head office is located at 1000 – 1177 West Hastings Street,
Vancouver, British Columbia, Canada, V6E 2K3. The Company’s registrar and transfer agent is Computershare Investor Services
Inc. located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9.



2.GOING CONCERN



These financial statements
have been prepared on the basis of accounting principles applicable to a "going concern", which assumes that the Company
will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the
normal course of operations.



Several adverse conditions
cast substantial doubt on the validity of this assumption. The Company has incurred significant operating losses over the past
three fiscal years (2012 - $163,147; 2011 - $483,413; 2010 - $451,400), has a deficit of $24,480,711 (2011 - $24,317,564),
a working capital deficiency of $351,997 (2011 - $188,850), has limited resources, no sources of operating cash flow and no
assurances that sufficient funding will be available to continue operations for an extended period of time. The Company is in the
exploration stage and, accordingly, has not yet commenced revenue-producing operations.



The application of the going
concern concept is dependent upon the Company’s ability to satisfy its liabilities as they become due and to obtain the necessary
financing to complete the exploration and development of its mineral property interests, the attainment of profitable mining operations
or the receipt of proceeds from the disposition of its mineral property interests. Management is actively engaged in the review
and due diligence on opportunities of merit in the mining sector and is seeking to raise the necessary capital to meet its funding
requirements. There can be no assurance that management’s plan will be successful.



If the going concern assumption
were not appropriate for these financial statements then adjustments may be necessary in the carrying value of assets and liabilities,
the reported expenses and the balance sheet classifications used. Such adjustments could be material.





3.BASIS OF PRESENTATION



(a)Statement of compliance



These financial statements are prepared in accordance
with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

-55-







HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)










3.	BASIS OF PRESENTATION (Continued)



(a)	Statement of compliance (continued)



These financial statements have
been prepared on a historical cost basis, except for financial instruments classified as available-for-sale (“AFS”)
and fair value through profit or loss (“FVTPL”), which are measured at fair value.



In addition, these financial statements
have been prepared using the accrual basis of accounting, except for cash flow information. These financial statements are presented
in Canadian dollars, which is the Company’s functional currency.



(b)Approval of the financial statements



The financial statements of High
5 for the year ended December 31, 2012 were approved and authorized for issue by the Board of Directors on April 15, 2013.



(c)New accounting pronouncements



All of the new
and revised standards described below may be early-adopted.



IFRS 9 Financial
Instruments (2009)



I		FRS 9 introduces
new requirements for classifying and measuring financial assets, as follows:

·Debt instruments meeting both a “business model” test and a “cash flow characteristics”
test are measured at amortized cost (the use of fair value is optional in some limited circumstances)

·Investments in equity instruments can be designated as “fair value through other comprehensive
income” with only dividends being recognized in profit or loss

·All other instruments (including all derivatives) are measured at fair value with changes recognized
in the profit or loss.



The concept of “embedded derivatives”
does not apply to financial assets within the scope of the standard and the entire instrument must be classified and measured in
accordance with the above guidelines.



This standard is only applicable if it
is optionally adopted for annual periods beginning before January 1, 2015. For annual periods beginning on or after January 1,
2015, the Company must adopt IFRS 9 (2010). The Company has not yet assessed the impact of IFRS 9 (2009) on its statements of comprehensive
loss and balance sheets.



IFRS 9 Financial
Instruments (2010)



This is a revised version incorporating
revised requirements for the classification and measurement of financial liabilities, and carrying over the existing de-recognition
requirements from IAS 39 Financial Instruments: Recognition and Measurement.



The revised
financial liability provisions maintain the existing amortized cost measurement basis for most liabilities. New requirements apply
where an entity chooses to measure a liability at FVTPL; in these cases, the portion of the change in fair value related to changes
in the entity's own credit risk is presented in other comprehensive income rather than within profit or loss.



-56-







HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)








3.	BASIS OF PRESENTATION (Continued)



(c)	New accounting pronouncements
(continued)



IFRS 9 Financial
Instruments (2010) (continued)



This standard applies to annual periods
beginning on or after January 1, 2015 and supersedes IFRS 9 (2009). However, for annual reporting periods beginning before
January 1, 2015, an entity may early-adopt IFRS 9 (2009) instead of applying this standard. The Company has not yet assessed
the impact of IFRS 9 (2010) on its balance sheets and statements of comprehensive loss.



IFRS 13 Fair
Value Measurement



This IFRS standard defines fair value,
provides guidance on how to determine fair value and requires disclosures about fair value measurements. However, IFRS 13 does
not change the requirements regarding which items should be measured or disclosed at fair value.



IFRS 13 applies when another IFRS requires
or permits fair value measurements or disclosures about fair value measurements (and measurements such as fair value less costs
to sell, based on fair value or disclosures about those measurements). With some exceptions, the standard requires entities to
classify these measurements into a “fair value hierarchy” based on the nature of the inputs:



·Level 1 – quoted prices in active markets for identical assets or liabilities that the
entity can access at the measurement date

·Level 2 – inputs other than quoted market prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly

·Level 3 – unobservable inputs for the asset or liability.



Entities are required to make various
disclosures depending upon the nature of the fair value measurement (e.g., whether it is recognized in the financial statements
or merely disclosed) and the level in which it is classified.



This standard is applicable to annual
reporting periods beginning on or after January 1, 2013. The Company has not yet assessed the impact of IFRS 13 on its balance
sheets and statements of comprehensive loss.



| | (d) | Use of estimates
| | --- | ----------------



The preparation of financial statements
requires management to make estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of financial statements, and the reported amounts of revenues and expenses during the reporting
period. Significant areas requiring the use of estimates and assumptions relate to the review of carrying values and determination
of impairment of non-current assets, valuation of share-based payments, recoverability of deferred tax assets and provision for
reclamation costs. Actual results could differ from those estimates. Key judgments and estimates
made by management with respect to those areas noted previously have been disclosed in the notes to the financial statements as
appropriate.

-57-







HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)












4.SIGNIFICANT ACCOUNTING POLICIES



(a)Financial instruments



i)Financial assets



The Company classifies its financial
assets in the following categories: financial assets at FVTPL, loans and receivables, held-to-maturity and AFS. The classification
depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets
at recognition.



Fair value through profit
or loss



Financial assets are classified as FVTPL
when the financial asset is held-for-trading or it is designated as FVTPL. A financial asset is classified as FVTPL when it has
been acquired principally for the purpose of selling in the near future; it is a part of an identified portfolio of financial instruments
that the company manages and has an actual pattern of short-term profit-taking or if it is a derivative that is not designated
and effective as a hedging instrument. Upon initial recognition, attributable transaction costs are recognized in profit or loss
when incurred. Financial instruments at FVTPL are measured at fair value, and changes therein are recognized in profit or loss.



Loans and receivables



Trade receivables, loans and other receivables
that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans
and receivables are initially recognized at the transaction value and subsequently carried at amortized cost less impairment losses.
The impairment loss on receivables is based on a review of all outstanding amounts at period-end. Bad debts are written off during
the year in which they are identified. Interest income is recognized by applying the effective interest rate method.





Held-to-maturity



Held-to-maturity financial assets are
recognized on a trade-date basis and are initially measured at fair value using the effective interest rate method.



Available-for-sale



AFS financial assets are non-derivatives
that are either designated as AFS or not classified in any of the other financial assets categories. Changes in the fair value
of AFS financial assets other than impairment losses are recognized as other comprehensive income and classified as a component
of equity.





-58-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)








4.	SIGNIFICANT ACCOUNTING POLICIES (Continued)



(i)	Financial instruments (continued)



ii)Financial liabilities



The Company classifies its financial
liabilities as FVTPL or other financial liabilities.



Fair value through profit or loss



Financial liabilities classified as
FVTPL include financial liabilities held-for-trading and financial liabilities designated upon initial recognition as FVTPL. Fair
value changes on financial liabilities classified as FVTPL are recognized in profit or loss.



Other financial liabilities



Other financial liabilities are non-derivatives
and are recognized initially at fair value, net of transaction costs incurred, and are subsequently stated at amortized cost using
the effective interest rate method. Any difference between the amounts originally received, net of transaction costs, and the redemption
value is recognized in profit and loss over the period to maturity using the effective interest method. Other financial liabilities
are classified as current or non-current based on their maturity date.



iii)Effective interest method



The effective interest method calculates
the amortized cost of a financial asset and allocates interest income over the corresponding period. The effective interest rate
is the rate that discounts estimated future cash receipts over the expected life of the financial asset or, where appropriate,
a shorter period, to the net carrying amount on initial recognition.



iv)Fair value hierarchy



IFRS 7 Financial Instruments: Disclosures
requires classification of fair value measurements using a fair value hierarchy that reflects the significance of inputs used in
making the measurements. The levels of the fair value hierarchy are defined as follows:



Level
1:	 Quoted prices (unadjusted) in active markets for identical assets or liabilities



Level 2:	 Inputs other than quoted
prices included within Level 1 that are observable for the               asset
or liability, either directly or indirectly



Level 3:	 Inputs for assets or
liabilities that are not based on observable market data.







-59-







HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)










4.	SIGNIFICANT ACCOUNTING POLICIES(Continued)



(b)Exploration and evaluation assets



i)Exploration and evaluation expenditures



Once a license to explore an area
has been secured, expenditures on exploration and evaluation activities are capitalized to exploration and classified as a component
of mineral property interests. Such expenditures include, but are not limited to, exploration license expenditures, leasehold property
acquisition costs, evaluation costs, including drilling costs directly attributable to a property, and directly attributable to
general and administrative costs. From time to time the Company may acquire or dispose of a mineral property pursuant to the terms
of an option agreement. As the options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable
are not recorded. Option payments are recorded as property costs or recoveries when the payments are made or received.



Once the technical feasibility and
commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation
assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development
assets within property, plant and equipment.



ii)Impairment



Exploration and evaluation assets
are assessed for impairment by management when facts and circumstances suggest that the carrying amount exceeds the recoverable
amount. When there is little prospect of further work on a property being carried out by the Company or its partners, when a property
is abandoned, or when the capitalized costs are no longer considered recoverable, the related property costs are written down to
management’s estimate of their net recoverable amount.



The recoverability of the carrying
amount of mineral property interests is dependent on successful development and commercial exploitation or alternatively the sale
of the respective areas of interest.



iii)Decommissioning liabilities



An obligation to incur decommissioning
and site rehabilitation costs occurs when environmental disturbance is caused by exploration, evaluation, development or ongoing
production.

-60-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)








Decommissioning and site rehabilitation
costs arising from the installation of plant and other site preparation work, discounted to their net present value, are provided
when the obligation to incur such costs arises and are capitalized into the cost of the related asset. These costs are charged
against operations through depreciation of the asset and unwinding of the discount on the provision.



4.	SIGNIFICANT ACCOUNTING POLICIES(Continued)



(b)
Exploration
and evaluation assets(continued)



iii)
Decommissioning liabilities (continued)



Depreciation is included in operating
costs while the unwinding of the discount is included as a financing cost. Changes in the measurement of a liability relating to
the decommissioning or site rehabilitation of plant and other site preparation work are added to, or deducted from, the cost of
the related asset.



The costs for the restoration of site
damage, which arises during production, are provided at their net present values and charged against operations as extraction progresses.



Changes in the measurement of a liability,
which arises during production, are charged against operating profit.The discount rate used
to measure the net present value of the obligations is the pre-tax rate that reflects the current market assessment of the time
value of money and the risks specific to the obligation. To date the Company does not have any decommissioning
liabilities.



(c)Income taxes



Income tax expense consisting of current
and deferred tax expense is recognized in the statement of comprehensive loss. Current tax expense is the expected tax payable
on the taxable income for the year, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to
tax payable with regard to previous years.



Deferred tax assets and liabilities
and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax
assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized
or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in
the period that substantive enactment occurs.



A deferred tax asset is recognized to
the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent
that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle
its current tax assets and liabilities on a net basis.

-61-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)








(d)Share-based payments



The Company grants stock options to
acquire common shares of the Company to directors, officers, employees and consultants. The fair value of share-based payments
to employees is measured at grant date, using the Black-Scholes option pricing model, and is recognized over the vesting period
for employees using the graded method. Fair value of share-based payments for non-employees is recognized and measured at the date
the

4.	SIGNIFICANT ACCOUNTING POLICIES(Continued)



(d)	Share-based
payments (continued)



goods or services are received based
on the fair value of the goods or services received. If it is determined that the fair value of goods and services received cannot
be reliably measured, the share-based payment is measured at the fair value of the equity instruments issued using the Black-Scholes
option pricing model.



For both employees and non-employees,
the fair value of share-based payments is recognized as either an expense or as mineral property interests with a corresponding
increase in option reserves. The amount recognized as expense is adjusted to reflect the number of share options expected to vest.
Consideration received on the exercise of stock options is recorded in capital stock and the related share-based payment in option
reserves is transferred to capital stock. For those options that expire or are forfeited after vesting, the recorded value is transferred
to deficit.



(e)Earnings (loss) per share



Basic earnings (loss) per share is calculated
using the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method for
calculating diluted earnings (loss) per share. Under this method the dilutive effect on earnings per share is calculated on the
use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds
of such exercise would be used to purchase common shares at the average market price during the period. However, the calculation
of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.



Shares held in escrow, other than where
their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares
outstanding.



(f)Capital stock



Proceeds from the exercise of stock
options and warrants are recorded as capital stock in the amount for which the option or warrant enabled the holder to purchase
a share in the Company. Capital stock issued for non-monetary consideration is valued at the closing market price at the date of
issuance. The proceeds from the issuance of units are allocated between common shares and warrants based on the residual value
method. Under this method, the proceeds are allocated first to capital stock based on the fair value of the common shares at the
time the units are priced and any residual value is allocated to the warrants reserve. Consideration
received for the exercise of warrants is recorded in capital stock and the related residual value is transferred to capital stock.
For those warrants that expire, the recorded value is transferred to deficit.

-62-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)












4.	SIGNIFICANT ACCOUNTING POLICIES(Continued)



(g)Foreign currency translation



Amounts recorded
in foreign currency are translated into Canadian dollars as follows:



(i)Monetary assets and liabilities, at the rate of exchange in effect
as at the balance sheet date;



(ii)Non-monetary assets and liabilities, at the exchange rates prevailing
at the time of the acquisition of the assets or assumption of the liabilities; and



(iii)Revenues and expenses (excluding amortization, which is translated
at the same rate as the related asset), at the rate of exchange on the transaction date.



Gains and losses arising from this translation
of foreign currency are included in the determination of net income (loss) for the year.



5.FINANCIAL INSTRUMENTS



Financial instruments are agreements between
two parties that result in promises to pay or receive cash or equity instruments. The Company classifies its financial instruments
as follows: cash/cheques issued in excess of funds on deposit is classified as FVTPL; and accounts payable and accrued liabilities
and due to related parties, as other financial liabilities, which are measured at amortized cost. The carrying value of these instruments
approximates their fair values due to their short term to maturity.



The Company has exposure to the following risks
from its use of financial instruments:



·Credit risk;

·Liquidity risk; and

·Market risk.



(a)Credit risk



Credit risk is the risk of financial
loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations, and arises principally
from the Company’s cash. All of the Company’s cash is held in a major Canadian financial institution and, accordingly,
the Company views credit risk and concentration of credit risk as minimal.



(b)Liquidity risk

-63-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)








Liquidity risk is the risk that the
Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity
is to ensure, as far as possible, that it will always have sufficient liquid funds to meet its liabilities when due, under both
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.









5.	FINANCIAL INSTRUMENTS (Continued)



(b)	Liquidity
risk (continued)



The contractual financial liabilities
of the Company as of December 31, 2012 equal $364,703 (2011 - $191,989). All of the current liabilities are due within 90
days of December 31, 2012.



(c)Market risk



Market risk is the risk that changes
in market prices, such as foreign exchange rates, and interest rates will affect the Company’s income or the value of its
holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within
acceptable parameters, while optimizing the return on capital.



i)Currency risk



The Company is not
exposed to significant currency risk.



ii)Interest rate risk



Interest rate risk is the risk that
future cash flows will fluctuate as a result of changes in market interest rates. The Company’s cash (cheques issued in excess
of funds on deposit) is held in bank accounts, and due to the short-term nature of these financial instruments, fluctuations in
market interest rates do not have an impact on fair value as at December 31, 2012.



The Company’s payable to key
management personnel (included in due to related parties) has an interest rate of prime plus 1%. A 1% change at December 31,
2012 would result in an immaterial change in net loss and comprehensive loss.



iii)Other price risk



Other price risk is the risk that the
fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising
from currency and interest rate risk. The Company is not exposed to significant other price risk on its financial assets and liabilities.





6.MINERAL PROPERTY INTERESTS



| | Extra High Property | Total
| | ------------------- | -----
| |                     |      
| |                     |      

-64-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)






|Balance, January 1, 2010                        | $ | 151,077   | $ | 151,077  
|----------------------------------------------- | - | --------- | - | ---------
|Geological, geochemical, trenching and drilling |   | 263       |   | 263      
|                                                |   |           |   |          
|Balance, December 31, 2010                      |   | 151,340   |   | 151,340  
|Impairment of mineral property interests        |   | (151,339) |   | (151,339)
|                                                |   |           |   |          
|Balance, December 31, 2011 and 2012             | $ | 1         | $ | 1        



There have been no disposals of mineral properties and no amortization
has been taken on any capitalized exploration and evaluation expenditures over the past three years.



6.	MINERAL PROPERTY INTERESTS (Continued)



(a)Extra High Property



As at January 1, 2008, the Company held
a 66% interest in the Extra High Property, with the remaining 34% interest being held by Colt Resources Inc. (“Colt”),
a company that was formerly related by certain common directors and officers. The property is subject to a 1.5% net smelter returns
royalty (”NSR”), 50% of which, or 0.75%, can be purchased at any time by paying $500,000 to the NSR holder.



On January 21, 2008, the Company entered
into an Option Agreement (the “2008 Option Agreement”) with Colt whereby Colt was granted the right and option to acquire,
in two separate equal tranches, the Company’s 66% undivided interest in the property. Colt has exercised the first tranche
of the option by making a cash payment of $250,000 to the Company. As a result, Colt’s interest in the Extra High Property
increased to 67% and Colt has become the operator of the property.



In order to exercise the second tranche
of the option, Colt was required to make a cash payment of $250,000 on or before December 31, 2008. Colt did not exercise the second
tranche of the option. Colt now holds a 67% undivided interest in the Extra High Property and the Company now holds the remaining
33% undivided interest. Pursuant to the joint venture, which the Company and Colt have formed, each party shall henceforth contribute
its proportionate share of property related expenditures. If any party fails to contribute its share of future property related
expenditures, then its interest will be diluted on a straight-line basis. If any party’s interest is diluted to less than
10%, then that party’s interest in the Extra High Property will be converted to a 0.5% NSR.



Neither the Company nor the operator
of the property has incurred any meaningful exploration or evaluation expenditures in recent years with respect to the Extra High
Property. Accordingly, in the 2011 fiscal year-end the Company recognized an impairment provision of $151,339 (2010 - $nil)
to reduce the carrying amount to $1. If there is an indication in the future that the impairment loss recognized no longer exists
or has decreased, the recoverable amount will be estimated and the carrying value of the property will be increased to its recoverable
amount.



Investment in the
Extra High Property consists of costs incurred as follows:



| | 2012 | 2011 | 2010 | Cumulative to 2012
| | ---- | ---- | ---- | ------------------
| |      |      |      |                   
| |      |      |      |                   

-65-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)






|Acquisition (property option payments)          | $ | 0 | $ | 0         | $ | 0   | $ | 150,000  
|----------------------------------------------- | - | - | - | --------- | - | --- | - | ---------
|Staking                                         |   | 0 |   | 0         |   | 0   |   | 3,639    
|Assessment and miscellaneous                    |   | 0 |   | 0         |   | 0   |   | 10,311   
|Geological, geochemical, trenching and drilling |   | 0 |   | 0         |   | 263 |   | 431,160  
|Colt property option payments                   |   | 0 |   | 0         |   | 0   |   | (443,770)
|Impairment                                      |   | 0 |   | (151,339) |   | 0   |   | (151,339)
|                                                |   |   |   |           |   |     |   |          
|                                                | $ | 0 | $ | (151,339) | $ | 263 | $ | 1        



6.	MINERAL PROPERTY INTERESTS (Continued)



(b)Ontario Lithium Properties (Mineral Leases)



During the year ended December 31, 2008,
the Company sold all of its Mineral Leases for gross proceeds of $54,500. These Mineral Leases were previously written off at the
end of fiscal 2000. However, in the event that at a future date the Mineral Leases are placed into commercial production, then
the Company is entitled to receive a 0.5% gross receipts royalty after six months from the date of commencement of commercial production.



(c)Realization



The Company’s investment in and
expenditures on the mineral property interest comprise substantially all of the Company’s assets. Realization of the Company’s
investment in the assets is dependent on establishing legal ownership of the property interest, on the attainment of successful
commercial production or from the proceeds of its disposal. The recoverability of the amounts shown for the mineral property interest
is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing
to complete the development of the property interest, and upon future profitable production or proceeds from the disposition thereof.



(d)Title and environmental



Although the Company has taken steps
to verify the title to mineral properties in which it has or had a right to acquire an interest in accordance with industry standards
for the current stage of exploration of such properties, these procedures do not guarantee title (whether of the Company or of
any underlying vendor(s) from whom the Company may be acquiring its interest). Title to mineral properties may be subject to unregistered
prior agreements or transfers, and may also be affected by undetected defects or the rights of indigenous peoples.



Environmental legislation is becoming
increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental
legislation on the Company’s operations may cause additional expenses and restrictions. If the restrictions adversely affect
the scope of exploration and development on the mineral properties, the potential for production on the property may be diminished
or negated.



-66-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)






7.CAPITAL STOCK



(a)Authorized



Unlimited number of common and preferred
shares without par value of which there are no preferred shares issued.



(b)Issued



All common shares and per share amounts
have been restated to give retroactive effect to the 15:1 share consolidation, which took effect on August 31, 2012 (note 1).



During 2011, the Company entered into
two non-brokered private placement financing agreements and issued an aggregate 73,334 units at $1.50 per unit for total proceeds
of $110,000 of which $100,000 was allocated to shares and $10,000 was allocated to



7.	CAPITAL STOCK (Continued)



(b)	Issued (continued)



warrants. Each unit consists of one
common share and one non-transferable share purchase warrant. The share purchase warrants entitle the holders to purchase one common
share at a price of $2.25 for a period of two years from the closing date. The proceeds were allocated between shares and warrants
using the residual value method.



During 2011, a total of 100,800 share
purchase warrants were exercised at $1.50 per share for total proceeds to the Company of $151,200.



(c)Warrants



|                           | Number of Warrants | Weighted Average Exercise Price
|-------------------------- | ------------------ | -------------------------------
|                           |                    |                                
|Balance, December 31, 2010 | 718,823            | $ 1.50                         
|Issued                     | 73,334             | $ 2.25                         
|Exercised                  | (100,800)          | $ 1.50                         
|Expired                    | (246,467)          | $ 1.50                         
|                           |                    |                                
|Balance, December 31, 2011 | 444,890            | $ 1.65                         
|Expired                    | (232,667)          | $ 1.50                         
|                           |                    |                                
|Balance, December 31, 2012 | 212,223            | $ 1.76                         



At December 31,
2012 and 2011, the following warrants were outstanding and exercisable:



|            | Exercise | Number of Warrants
|----------- | -------- | ------------------
|Expiry Date | Price    | 2012              
|            |          |                   
|            |          |                   

-67-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)








|March 11, 2012    | $ | 1.50 | 0       | 29,333 
|----------------- | - | ---- | ------- | -------
|April 16, 2012    | $ | 1.50 | 0       | 36,667 
|May 4, 2012       | $ | 1.50 | 0       | 33,333 
|August 16, 2012   | $ | 1.50 | 0       | 133,334
|April 1, 2013     | $ | 2.25 | 33,333  | 33,333 
|April 15, 2013    | $ | 2.25 | 33,334  | 33,334 
|May 10, 2013      | $ | 2.25 | 6,667   | 6,667  
|December 2, 2014  | $ | 1.50 | 133,333 | 133,333
|December 22, 2014 | $ | 1.50 | 5,556   | 5,556  
|                  |   |      |         |        
|                  |   |      | 212,223 | 444,890









7.	CAPITAL STOCK (Continued)



(d)Stock options



The Company’s 2004 Stock Option
Plan provides that the Board of Directors of the Company may grant to directors, officers, employees and consultants of the Company
options to acquire up to 20% of the issued and outstanding common shares of the Company calculated from time to time on a rolling
basis. The terms of the options are determined at the date of grant.



|                           | Number of Options | Weighted
        Average
        Exercise Price
|-------------------------- | ----------------- | -----------------------------------------------
|                           |                   |                                                
|Balance December 31, 2010  | 10,949            | $                                              
|Expired                    | (10,949)          | $                                              
|Granted                    | 8,000             | $                                              
|                           |                   |                                                
|Balance, December 31, 2011 | 8,000             | $                                              
|Expired                    | (8,000)           | $                                              
|                           |                   |                                                
|Balance, December 31, 2012 | 0                 | $                                              



In 2011, the Company granted 8,000 stock
options with an exercise price of $2.25 per share, which were exercisable up to June 1, 2012. In respect to the stock option grant
is a cash settlement option that allows the option holder to receive $3,250 if the stock options were not exercised by the expiry
date. The fair value of the options granted during 2011 has been calculated based on the cash settlement value of $3,250 and has
been included in mineral property evaluation costs. The balance has been reflected as an accrual and is included in accounts payable
and accrued liabilities. On June 1, 2012, the 8,000 stock options expired unexercised. As at December 31, 2012, there are no stock
options outstanding.



The weighted average remaining contractual
life for options outstanding at December 31, 2012 is nil (2011 - 0.5) years.

-68-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)






(e)Loss per share



The calculation
of loss per share is based on the following data:



|                                              | 2012 | 2011      | 2010
|--------------------------------------------- | ---- | --------- | ----
|                                              |      |           |     
|Loss attributable to common shareholders      | $    | 163,147   | $   
|Weighted average number of shares outstanding |      | 1,105,007 |     
|Basic and diluted loss per share              | $    | 0.15      | $   



The diluted loss per share does not
include the effect of stock options or warrants as they are anti-dilutive.



8.RELATED PARTY TRANSACTIONS



The amounts due to related parties
are unsecured, payable on demand and consist of the following:



|                                                        | 2012 | 2011   
|------------------------------------------------------- | ---- | -------
|                                                        |      |        
|Advances from directors (interest at prime plus 1%)     | $    | 98,223 
|Entities controlled by directors (non-interest-bearing) |      | 134,215
|                                                        |      |        
|                                                        | $    | 232,438



|                                                           | 2012 | 2011   | 2010
|---------------------------------------------------------- | ---- | ------ | ----
|                                                           |      |        |     
|Interest charged on amounts due to related parties         | $    | 2,427  | $   
|Rent charged by entities with common directors             |      | 5,200  |     
|Office expenses charged by an entity with common directors |      | 56,517 |     
|                                                           |      |        |     
|                                                           | $    | 64,144 | $   



The remuneration of directors
and key management personnel during the year is as follows:



|               | 2012 | 2011   | 2010
|-------------- | ---- | ------ | ----
|               |      |        |     
|Management fee | $    | 41,500 | $   





9.CHANGES IN NON-CASH WORKING CAPITAL



| | 2012 | 2011 | 2010
| | ---- | ---- | ----

-69-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)








|                                                                         |   |          |   |         |   |        
|------------------------------------------------------------------------ | - | -------- | - | ------- | - | -------
|HST receivable                                                           | $ | (11,858) | $ | 11,546  | $ | (7,484)
|Prepaid expenses                                                         |   | 1,367    |   | (1,367) |   | 0      
|Accounts payable and accrued liabilities                                 |   | 6,375    |   | 55,294  |   | 24,831 
|Due to related parties                                                   |   | 165,516  |   | (1,998) |   | 58,871 
|                                                                         |   |          |   |         |   |        
|                                                                         | $ | 161,400  | $ | 63,475  | $ | 76,218 
|                                                                         |   |          |   |         |   |        
|Supplemental information                                                 |   |          |   |         |   |        
|Non-cash item                                                            |   |          |   |         |   |        
|Share-based payment included in accounts payable and accrued liabilities | $ | 0        | $ | 3,250   | $ | 0      
|Interest paid                                                            | $ | 0        | $ | 0       | $ | 0      
|Income taxes paid                                                        | $ | 0        | $ | 0       | $ | 0      







10.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES



|                    | 2012 | 2011   
|------------------- | ---- | -------
|                    |      |        
|Trade payables      | $    | 110,162
|Accrued liabilities |      | 21,280 
|                    |      |        
|                    | $    | 131,442



11.INCOME TAXES



Income tax expense differs from the
amount that would be computed by applying the Canadian statutory income tax rate of 25.0% (2011 - 26.5%; 2010 - 28.5%) to
income before income taxes. The reasons for the differences are as follows:



|                                             | 2012 | 2011     | 2010
|-------------------------------------------- | ---- | -------- | ----
|                                             |      |          |     
|Loss before income taxes                     | $    | 163,147  | $   
|Statutory income tax rate                    |      | 25.0%    |     
|                                             |      |          |     
|Expected income tax benefit                  |      | 40,787   |     
|Items not deductible for income tax purposes |      | (6)      |     
|Change in timing differences                 |      | (7,465)  |     
|Effect of change in tax rate                 |      | 287      |     
|Unrecognized benefit of deferred tax assets  |      | (33,603) |     
|                                             |      |          |     
|Income tax expense (recovery)                | $    | 0        | $   



Effective January 1, 2012, the Canadian
federal corporate tax rate decreased from 16.5% to 15.0%. The overall reduction in tax rates has resulted in a decrease in the
Company’s statutory tax rate from 26.5% to 25.0%.

-70-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)








The Company recognizes tax benefits
on losses or other deductible amounts where the probable criteria for the recognition of deferred tax assets has been met. The
Company’s unrecognized deductible temporary differences and unused tax losses for which no deferred tax asset is recognized
consist of the following amounts:



|                                                                                                                      | 2012 | 2011     
|--------------------------------------------------------------------------------------------------------------------- | ---- | ---------
|                                                                                                                      |      |          
|Excess of unused exploration expenditures for Canadian tax purposes over carrying value of mineral property interests | $    | 2,656,167
|Excess of undepreciated capital cost over carrying value of fixed assets                                              |      | 650,381  
|Non-refundable mining investment tax credits                                                                          |      | 988      
|Non-capital losses carried forward                                                                                    |      | 2,335,956
|Capital losses carried forward                                                                                        |      | 993,649  
|                                                                                                                      |      |          
|Unrecognized deductible temporary differences                                                                         | $    | 6,637,141

11.	INCOME TAXES(Continued)



The Company’s unrecognized
unused non-capital tax losses have the following expiry dates:



|     |  |  |   |          
|---- |  |  | - | ---------
|2027 |  |  | $ | 590,000  
|2028 |  |  |   | 306,000  
|2029 |  |  |   | 487,000  
|2030 |  |  |   | 454,000  
|2031 |  |  |   | 336,000  
|2032 |  |  |   | 163,000  
|     |  |  |   |          
|     |  |  | $ | 2,336,000



The Company has available approximate
net capital losses of $994,000 that may be carried forward indefinitely. The Company has available resource-related deductions
of approximately $2,656,000 that may be carried forward indefinitely.



12.COMMITMENT



The Company has a management services
agreement (the “Management Services Agreement”) with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”),
a private company owned by two directors of the Company. The Management Services Agreement was renewed on November 1, 2011, which
is renewable on an annual basis, and either party may terminate the Management Services Agreement at any time by giving three months’
notice in writing to the other party. Previously, the remuneration payable for the services provided by Kalpakian Bros. was $10,000
plus HST per month. In February 2012, the Management Services Agreement was amended whereby the remuneration payable to Kalpakian
Bros. for the services provided to the Company was reduced to $5,000 plus HST per month effective as of March 1, 2012. Subsequently,
the Management Services Agreement was further amended whereby the remuneration payable to Kalpakian Bros. has been reduced to $2,500
plus HST per month as of April 1, 2012. Effective as of October 1, 2012, the Management Services Agreement was further amended
whereby the remuneration payable to Kalpakian Bros. has been
reduced from $2,500 plus HST per month to $500 plus HST per month.

-71-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)










13.CAPITAL MANAGEMENT



The Company considers its
capital to be comprised of stockholders’ deficiency.



The Company’s objective when
managing capital is to maintain adequate levels of funding to support the acquisition, exploration and, if warranted, the development
of mineral properties and maintain the necessary corporate and administrative functions to facilitate these activities. This is
done primarily through equity financing. Future financings are dependent on market conditions and there can be no assurance that
the Company will be able to raise funds in the future. There were no changes to the Company’s approach to capital management
during the year ended December 31, 2012. The Company is not subject to externally imposed capital requirements.









14.EVENTS AFTER THE REPORTING PERIOD



| | (a) | On January 7, 2013, the Company closed
the first tranche of the non-brokered private placement, which was announced in 2012, and the Company issued an aggregate 755,000
units at $0.15 per unit for total proceeds of $113,250. Each unit consists of one common share in the capital of the Company and
one share purchase warrants to purchase an additional common share in the capital of the Company at an exercise price of $0.25
until January 7, 2016.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | On January 28, 2013, the Company closed
the second tranche of the non-brokered private placement, which was announced in 2012, and the Company issued an aggregate 650,000
units at $0.15 per unit for total proceeds of $97,500. Each unit consists of one common share in the capital of the Company and
one share purchase warrant to purchase an additional common share in the capital of the Company at an exercise price of $0.25 until
January 28, 2016.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(c)In January 2013, the Company paid $102,480 to Kalpakian Bros. for
outstanding management fees included in amounts due to related parties.



(d)In January 2013, the Company paid $10,000 to Kalpakian Bros as repayment
of certain outstanding loans made by Kalpakian Bros. to the Company, included in amounts due to related parties.



(e)On March 4, 2013, the Company closed the third tranche of the non-brokered
private placement, which was announced in 2012, and the Company issued an aggregate 100,000 units at $0.15 per unit for total proceeds
of $15,000. Each unit consists of one common share in the capital of the Company and one share purchase warrant to purchase an
additional common share in the capital of the Company at an exercise price of $0.25 until March 4, 2016. In connection to the closing
of the third tranche of the non-brokered private placement, the Company issued 10,000 common shares as finder’s fee.



-72-





HIGH 5 VENTURES INC.

(formerly Kokomo Enterprises Inc.)

(An Exploration Stage Company)

Notes to Financial Statements

Years Ended December 31, 2012 and 2011

(Expressed in Canadian Dollars)








| | (f) | On March 18, 2013, a total of 130,000 stock
options exercisable at $0.20 per share were granted to a consultant.
| | --- | ----------------------------------------------------------------------------------------------------------------



| | (g) | On April 1, 2013, a total of 33,333 share
purchase warrants exercisable at $2.25 per share expired unexercised.
| | --- | ---------------------------------------------------------------------------------------------------------------



| | (h) | On April 15, 2013, a total of 33,334 share
purchase warrants exercisable at $2.25 per share expired unexercised.
| | --- | ----------------------------------------------------------------------------------------------------------------







15.	COMPARATIVE FIGURES



Certain prior period comparative figures presented
in the financial statements have been reclassified to conform to the presentation adopted in the current year.

-73-













Exhibit 99.1*



HIGH
5 VENTURES INC.



MARKETABLE
SECURITIES - OTHER INVESTMENTS





Schedule
I

December
31, 2012



|Name of Issuer and Title of Issuer | Number of
        Shares/Principal
        Amount of Bonds |  | Costs |  | Market Value |  | Amount at Which The Portfolio is Carried in the Books
|---------------------------------- | ---------------------------------------------------------- |  | ----- |  | ------------ |  | -----------------------------------------------------
|                                   |                                                            |  |       |  |              |  |                                                      
|Nil                                | Nil                                                        |  | Nil   |  | Nil          |  | Nil                                                  





-74-





Exhibit 99.2*

HIGH
5 VENTURES INC.



AMOUNTS RECEIVABLE/(PAYABLE)
FROM RELATED PARTIES AND UNDERWRITERS

PROMOTERS
AND EMPLOYEES OTHER THAN RELATED PARTIES



Schedule
II



|Name of Debtor                              |   | Balance Beginning of Period | Additions | (Collected)/
        Paid | Amount
        Written off | Balance
        End of
        Period Receivable (Payable)
|------------------------------------------- | - | --------------------------- | --------- | ------------------------- | -------------------------- | ----------------------------------------------------------
|2012                                        | $ |                             |           |                           |                            |                                                           
|Las Vegas From Home. com Entertainment Inc. |   | (8,400)                     | (18,965)  | 0                         | 0                          | (27,365)                                                  
|Jacob H. Kalpakian                          |   | (8,522)                     | (90,701)  | 1,000                     | 0                          | (98,223)                                                  
|Green Arrow Resources Inc.                  |   | 0                           | (4,370)   | 0                         | 0                          | (4,370)                                                   
|Kalpakian Bros. of B.C. Ltd.                |   | (56,000)                    | (46,480)  | 0                         | 0                          | (102,480)                                                 
|                                            |   |                             |           |                           |                            |                                                           
|2011                                        | $ |                             |           |                           |                            |                                                           
|Las Vegas From Home. com Entertainment Inc. |   | (22,127)                    | (31,252)  | 44,979                    | 0                          | (8,400)                                                   
|Jacob H. Kalpakian                          |   | (26,792)                    | (37,893)  | 56,163                    | 0                          | (8,522)                                                   
|                                            |   |                             |           |                           |                            |                                                           
|2010                                        | $ |                             |           |                           |                            |                                                           
|Las Vegas From Home. com Entertainment Inc. |   | (1,616)                     | (20,511)  | 0                         | 0                          | (22,127)                                                  
|J. Wayne Murton (geological services)       |   | 0                           | (277)     | 277                       | 0                          | 0                                                         
|Colt Resources Inc.                         |   | 615                         | 0         | (615)                     | 0                          | 0                                                         
|Bedo H. Kalpakian                           |   | (3,035)                     | (15)      | 3,050                     | 0                          | 0                                                         
|Jacob H. Kalpakian                          |   | (6,013)                     | (49,400)  | 28,621                    | 0                          | (26,792)                                                  
|                                            |   |                             |           |                           |                            |                                                           

-75-









Exhibit 99.3*

HIGH
5 VENTURES INC.



PROPERTY, PLANT AND EQUIPMENT
AND

ACCUMULATED AMORTIZATION
(DEPRECIATION AND DEPLETION) THEREOF



Schedules
III and IV

|                            |  | Balance
        Beginning
        of Period | Additions | Disposals
        and
        Retirements | Other Charges |  | Balance,
        End
        of Period
|--------------------------- |  | ------------------------------------------- | --------- | ----------------------------------------- | ------------- |  | --------------------------------------
|2012                        |  |                                             |           |                                           |               |  |                                       
|Property, plant & equipment |  |                                             |           |                                           |               |  |                                       
|Machinery & equipment       |  | 0                                           | 0         | 0                                         | 0             |  | 0                                     
|Accumulated amortization    |  |                                             |           |                                           |               |  |                                       
|Machinery and equipment     |  | 0                                           | 0         | 0                                         | 0             |  | 0                                     
|                            |  |                                             |           |                                           |               |  |                                       
|2011                        |  |                                             |           |                                           |               |  |                                       
|Property, plant & equipment |  |                                             |           |                                           |               |  |                                       
|Machinery & equipment       |  | 0                                           | 0         | 0                                         | 0             |  | 0                                     
|Accumulated amortization    |  |                                             |           |                                           |               |  |                                       
|Machinery and equipment     |  | 0                                           | 0         | 0                                         | 0             |  | 0                                     
|                            |  |                                             |           |                                           |               |  |                                       
|2010                        |  |                                             |           |                                           |               |  |                                       
|Property, plant & equipment |  |                                             |           |                                           |               |  |                                       
|Machinery & equipment       |  | 0                                           | 0         | 0                                         | 0             |  | 0                                     
|Accumulated amortization    |  |                                             |           |                                           |               |  |                                       
|Machinery and equipment     |  | 0                                           | 0         | 0                                         | 0             |  | 0                                     
|                            |  |                                             |           |                                           |               |  |                                       

-76-





Exhibit 11.1









Explanation of how earnings/loss per (weighted average) share
is calculated



Earnings and Loss per share are calculated by dividing the net loss
or profit by the total weighted average number of common shares outstanding. The weighted average number of common shares outstanding
is obtained as follows:-



Whenever the Company issues shares from its treasury during a specific
reporting period, the number of common shares issued is pro-rated over the remaining months of the year, and such number is added
to the December 31st closing balance of the previous year.

-77-





Exhibit 31.1

CERTIFICATION PURSUANT TO

Rule 13a-14(b) and Section 1350 of Chapter
63

of Title18 of the United States Code (18
U.S.C. 1350).

I, Bedo H. Kalpakian, certify that:



| | 1. | I have reviewed this Annual Report on Form 20-F (2012) of High 5 Ventures Inc. (formerly Kokomo
Enterprises Inc.).
| | -- | ------------------------------------------------------------------------------------------------------------------



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



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



| | 4. | I act as both the Company’s certifying officers and I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide a reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the company’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the company’s internal control over financial
reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to
materially affect, the company’s internal control over financial reporting; and



5.I act as both the Company’s certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the
company’s board of directors (or persons performing the equivalent functions):



| |  | a) All significant deficiencies and material weaknesses in the design or operation of internal
control over
| |  | -----------------------------------------------------------------------------------------------------------

| |  | financial reporting which are reasonably likely to adversely affect the company’s ability
to record,
| |  | ----------------------------------------------------------------------------------------------------

| |  | process, summarize and report financial information; and
| |  | --------------------------------------------------------



b) Any fraud,
whether or not material, that involves management or other employees who have a

significant
role in the company’s internal control over financial reporting.





Date: April 30, 2013



“Bedo H. Kalpakian”

________________________

Bedo H. Kalpakian,

Chief Executive Officer and

Chief Financial Officer



-78-







Exhibit 32.1







CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of High
5 Ventures Inc., (the "Company") on Form 20-F for the period ended December 31, 2012, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Bedo H. Kalpakian, Chief Executive Officer and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
of 2002, that to my knowledge:



(1)	the Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)	the information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company.



Signed this 30th day of April, 2013



High 5 Ventures Inc.



“Bedo H. Kalpakian”
_____________________________

Bedo H. Kalpakian,

Chief Executive Officer and

Chief Financial Officer



















-79-













SIGNATURE PAGE





Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F (2012) and has duly caused
this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.









| | HIGH 5 VENTURES INC.       
| | ---------------------------
| |                            
| | “Bedo H. Kalpakian”        
| | Bedo
H. Kalpakian          
| | Chief Executive Officer and
| | Chief Financial Officer    
| |                            





















Dated this 30th
day of April, 2013.







- 80 -