**SECURITIES AND        EXCHANGE COMMISSION        Washington, D.C. 20549**

**FORM        10-QSB/A**

*(Mark        One)*

        þ      Quarterly report under Section 13 or 15(d) of        the Securities Exchange Act of 1934 for the quarterly period ended **June 30,        2007**.

         ̈      Transition report under Section 13 or 15(d) of        the Securities Exchange Act of 1934 for the transition period from                     to                            .

Commission file        number: **000-52017**

**HIGH END VENTURES,        INC.**                  (Exact name of small business issuer as specified in its charter)

| **COLORADO**                        (State or other jurisdiction of incorporation or organization) | **98-0219157**                        (IRS Employer Identification Number) |
|----------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|

**2610-1066 West        Hastings Street, Vancouver, British Columbia, Canada V6E 3X2**        (Address of Principal Executive        Office)          (Zip Code)

**(604)        602-1717**        (Company’s telephone number)

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

Yes             þ                 No              ̈

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2        of the Exchange Act).

        Yes             þ                 No              ̈

The number of issued and outstanding        shares of the registrant’s common stock, $0.001 par value (the only class of voting        stock), as of September 18, 2007 was 15,850,000.

**            1**

 

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**TABLE OF CONTENTS**

|                                 |                                                                                  |                                                                                                                                                                                                                         |   |     |   |   |
|--------------------------------------|---------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|--------|
|                                 |                                                                                  |                                                                                                                                                                                                                         |   | **Page** |
|                                 |                                                                                  |                                                                                                                                                                                                                         |   |          |
| **PART I.**                          |                                                                                  |                                                                                                                                                                                                                         |   |     |
|                                 | **ITEM 1. FINANCIAL                STATEMENTS**                                  |                                                                                                                                                                                                                         |   | 3        |   |
|                                 |                                                                                  | Unaudited Balance Sheet as of June 30,                        2007                                                                                                                                                      |   |     | 4      |   |
|                                 |                                                                                  | Unaudited  Statement of Operations                        for the three and nine month periods  ended June 30, 2007 and                        2006 and the period from inception to June 30, 2007  |   |     | 5      |   |
|                                 |                                                                                  | Unaudited Statement of Cash Flows for the nine                        months ended June 30, 2007 and 2006 and the period from inception to June                        30, 2007                                         |   |     | 6      |   |
|                                 |                                                                                  | Notes to Unaudited Financial                        Statements                                                                                                                                                               |   |     | 7      |   |
|                                 |                                                                                  |                                                                                                                                                                                                                              |   |     |        |   |
|                                 |                                                                                  |                                                                                                                                                                                                                              |   |     |        |   |
|                                 |                                                                                  |                                                                                                                                                                                                                              |   |     |        |   |
|                                 | **ITEM 2. MANAGEMENT'S PLAN OF                        OPERATION**                |                                                                                                                                                                                                                         |   | 12       |   |
|                                 | **ITEM 3. CONTROLS                AND PROCEDURES**                               |                                                                                                                                                                                                                         |   | 18       |   |
| **PART II.**                         |                                                                                  |                                                                                                                                                                                                                         |   |     |
|                                 | **ITEM 1. LEGAL                PROCEEDINGS**                                     |                                                                                                                                                                                                                         |   | 19       |   |
|                                 | **ITEM 2.                UNREGISTERED SALES OF EQUITY SECURITIES**               |                                                                                                                                                                                                                         |   | 19       |   |
|                                 | **ITEM 3. DEFAULTS                UPON SENIOR SECURITIES**                       |                                                                                                                                                                                                                         |   | 19       |   |
|                                 | **ITEM 4.                SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS** |                                                                                                                                                                                                                         |   | 19       |   |
|                                 | **ITEM 5. OTHER                INFORMATION**                                     |                                                                                                                                                                                                                         |   | 19       |   |
|                                 | **ITEM 6.                EXHIBITS**                                              |                                                                                                                                                                                                                         |   | 19       |   |
|                                 | **SIGNATURES**                                                                        |                                                                                                                                                                                                                         |   | 20       |   |
| **INDEX TO                EXHIBITS** |                                                                                  |                                                                                                                                                                                                                         | 21     |     |

 

 

**Explanatory Note**

 

The        Company’s Form 10-QSB has been amended to restate the financial statements to correct        an accounting error on the balance sheet in respect to loans receivable and loans payable        that required an adjustment of $100,000 for both amounts previously accounted as well as        adjustments for accrued interest on loans receivable and loans payable.

 

 

2

 

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**PART        I**

 

| **ITEM 1.** | **FINANCIAL STATEMENTS** |
|-------------|--------------------------|

 

As used        herein, the terms “Company,” “we,” “our”, and        “us”, refer to High End Ventures, Inc., a Colorado corporation, unless        otherwise indicated. In the opinion of management, the accompanying unaudited financial        statements included in this Form 10-QSB/A reflect all adjustments (consisting only of        normal recurring accruals) necessary for a fair presentation of the results of operations        for the periods presented. The results of operations for the periods presented are not        necessarily indicative of the results to be expected for the full year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

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| **HIGH END VENTURES, INC.**                                                                              |   |      |                                                                       |                |
|----------------------------------------------------------------------------------------------------------|--------|-----------|----------------------------------------------------------------------------|---------------------|
| (A DEVELOPMENT STAGE COMPANY)                                                                            |   |      |                                                                       |                |   |   |
| BALANCE SHEETS                                                                                           |   |      |                                                                       |                |
|                                                                                                     |   |      |                                                                       |                |   |   |
|                                                                                                     |   |      |                                                                       | (unaudited)         |   | (audited) |
|                                                                                                     |   |      |                                                                       | (Restated) June 30, |   | September30, |
|                                                                                                     |   |      |                                                                       | 2007                |   | 2006 |
|                                                                                                     |   |      |                                                                       |                |   |   |
| **ASSETS**                                                                                               |   |      |                                                                       |                |
|                                                                                                     |   |      |                                                                       |                |   |   |
| **Current assets**                                                                                       |   |      |                                                                       |                |
| Cash and cash equivalents                                                                                |   | $ 13,955  |                                                                       | $ 13,976            |
| Loan receivable                                                                                          |   | 244,033   |                                                                       | -                   |
| Prepaid expenses                                                                                         |   | -         |                                                                       | -                   |
|                                                                                                     |   |      |                                                                       |                |   |   |
| **Total current assets**                                                                                 |   | 257,988   |                                                                       | 13,976              |
|                                                                                                     |   |      |                                                                       |                |   |   |
|                                                                                                     |   |      |                                                                       |                |   |   |
| **TOTAL ASSETS**                                                                                         |   | $ 257,988 |                                                                       | $ 13,976            |
|                                                                                                     |   |      |                                                                       |                |   |   |
| **LIABILITIES AND STOCKHOLDERS' DEFICIT**                                                                |   |      |                                                                       |                |
|                                                                                                     |   |      |                                                                       |                |   |   |
| **Current liabilities**                                                                                  |   |      |                                                                       |                |
| Accounts payable and accrued liabilities                                                                 |   | $ 40,305  |                                                                       | $ -                 |
| Accrued interest payable                                                                                 |   | 5,386     |                                                                       | -                   |
| Loans payable                                                                                            |   | 260,107   |                                                                       | -                   |
|                                                                                                     |   |      |                                                                       |                |   |   |
| **Total current liabilities**                                                                            |   | 305,798   |                                                                       | -                   |
|                                                                                                     |   |      |                                                                       |                |   |   |
|                                                                                                     |   |      |                                                                       |                |   |   |
| **TOTAL LIABILITIES**                                                                                    |   | 305,798   |                                                                       | -                   |
|                                                                                                     |   |      |                                                                       |                |   |   |
| **Commitments and contingencies**                                                                        |   |      |                                                                       |                |
| **Stockholders' deficit**                                                                                |   |      |                                                                       |                |
| Common stock                                                                                             |   |      |                                                                       |                |
| 100,000,000 common shares authorized at $0.001 par                        value;                         |   |      |                                                                       |                |
| 15,850,000 common shares issued and outstanding (September                        30, 2006 - 15,850,000) |   | 15,850    |                                                                       | 15,850              |
| Additional paid-in capital                                                                               |   | 47,650    |                                                                       | 47,650              |
| Accumulated deficit                                                                                      |   | (111,310) |                                                                       | (49,524)            |
|                                                                                                     |   |      |                                                                       |                |   |   |
| **Total stockholders' deficit**                                                                          |   |      | (47,810)                                                                   |                | 13,976 |
|                                                                                                     |   |      |                                                                       |                |   |   |
| **TOTAL LIABILITIES AND STOCKHOLDERS'                        DEFICIT**                                   |   |      | $           257,988 |                | $ 13,976 |

 

 

 

| The accompanying notes are an integral part of these                        consolidated financial statements. |
|----------------------------------------------------------------------------------------------------------------|

 

4

 

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| **HIGH END VENTURES, INC.**                                                 |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
|-----------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------|--------|---------------------------|-----------------------|---------------------|--------|------------|--------|------------------|--------|
| (A DEVELOPMENT STAGE COMPANY)                                               |   |                                                                        |   |                      |                  |                |   |       |   |
| STATEMENTS OF OPERATIONS                                                    |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
| (UNAUDITED)                                                                 |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
|                                                                        |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
|                                                                        |   |                                                                        |   |                      |                  |                |   |       |   | (Unaudited)      |   |
|                                                                        |   | For the three months ended                                                  |   | For the nine months ended | From January 19, 1999 |
|                                                                        |   | June 30,                                                                    |   | June 30,                  |                  | (Date of inception) |   |
|                                                                        |   | (Restated)                                                                  |   |                      |                  | (Restated)          |   |       |   | through June 30, |   |
|  

                         

                               |   | 2007                                                                        |   | 2006                      |                  | 2007                |   | 2006       |   | 2007             |   |
|                                                                        |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
|                                                                        |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
| Revenue:                                                                    |   | $ -                                                                         |   | $ -                       |                  | $ -                 |   | $ -        |   | $ -              |   |
|                                                                        |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
| Total Revenue                                                               |   | -                                                                           |   | -                         |                  | -                   |   | -          |   | -                |   |
|                                                                        |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
| Operating expenses                                                          |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
| Exploration costs                                                           |   | -                                                                           |   | -                         |                  | -                   |   | 17,000     |   | 17,000           | ##     |
| General & administrative                                                |   | 41,115                                                                      |   | (2)                       |                  | 61,212              |   | 17,006     |   | 94,310           | ##     |
| Total Operating expenses                                                    |   | 41,115                                                                      |   | (2)                       |                  | 61,212              |   | 34,006     |   | 109,628          |   |
|                                                                        |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
| Net (Loss) from Operations                                                  |   | $           (41,115) |   | $ 2                       |                  | $ (61,212)          |   | $ (34,006) |   | $ (110,736)      |   |
|                                                                        |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
| Other income (expense)                                                      |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
| Interest income                                                             |   | 4,812                                                                       |   | -                         |                  | 4,812               |   | -          |   | 4,812            |   |
| Interest expense                                                            |   | (5,386)                                                                     |   | -                         |                  | (5,386)             |   | -          |   | (5,386)          |   |
| Total Other income (expense)                                                |   | (574)                                                                       |   |                      |                  | (574)               |   |       |   | (574)            |   |
|                                                                        |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
| NET (LOSS)                                                                  |   | $           (41,689) |   | $ 2                       |                  | $ (61,786)          |   | $ (34,006) |   | $ (111,310)      |   |
|                                                                        |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
| **Weighted Average Shares Common Stock                        Outstanding** |   | 15,850,000                                                                  |   | 15,850,000                |                  | 15,850,000          |   | 10,516,667 |   |             |   |
|                                                                        |   |                                                                        |   |                      |                  |                |   |       |   |             |   |
|                                                                             |        |                                                                             |        |                           |                       |                     |        |            |        |                  |        |  |  |  |

 

| **Net Loss Per Share (Basic and Fully                        Dilutive)**                                       |   | $                (0.00) |   | $                    0.00 |   | $ (0.00) |   | $ (0.00) |   |   |   |
|----------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|----------|--------|--------|--------|
| The accompanying notes are an integral part of these                        consolidated financial statements. |

5

 

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| **HIGH END VENTURES, INC.**                                                                                    |   |       |   |                                                                            |   |                |
|----------------------------------------------------------------------------------------------------------------|--------|------------|--------|---------------------------------------------------------------------------------|--------|---------------------|
| (A DEVELOPMENT STAGE COMPANY)                                                                                  |   |       |   |                                                                            |   |                |   |
| STATEMENTS OF CASH FLOWS  (UNAUDITED)                                                                     |   |       |   |                                                                            |   |                |
|                                                                                                           |   |       |   | For the nine months ended                                                       |   | January 19, 1999    |
|                                                                                                           |   |       |   | June 30,                                                                        |   | (Inception) through |
|                                                                                                           |   |       |   | (Restated)                                                                      |   |                |   | June 30, |
|                                                                                                           |   |       |   | 2007                                                                            |   | 2006                |   | 2007 |
| **Cash flows from operating activities**                                                                       |   |       |   |                                                                            |   |                |
| Net loss                                                                                                       |   | $ (61,786) |   | $        (34,006)                       |   | $ (111,310)         |
|                                                                                                           |   |       |   |                                                                            |   |                |   |   |
| Adjustments to reconcile net loss to net cash used in                        operations:                       |   |       |   |                                                                            |   |                |
| Issuance of stock for services rendered                                                                        |   | -          |   | -                                                                               |   | 500                 |
| Write off mineral claims                                                                                       |   | -          |   | 17,000                                                                          |   | 17,000              |
| Changes in:                                                                                                    |   |       |   |                                                                            |   |                |
| Loan receivable                                                                                                |   | (4,812)    |   | -                                                                               |   | (4,812)             |
| Accounts payable and accrued liabilities                                                                       |   | 40,305     |   | (2)                                                                             |   | 40,305              |
| Accrued interest payable                                                                                       |   | 5,386      |   | -                                                                               |   | 5,386               |
|                                                                                                           |   |       |   |                                                                            |   |                |   |   |
| Net cash used in operating activities                                                                          |   | (20,907)   |   | (17,008)                                                                        |   | (52,931)            |
|                                                                                                           |   |       |   |                                                                            |   |                |   |   |
| **Cash flows from investing activities**                                                                       |   |       |   |                                                                            |   |                |
| Purchase mineral claims                                                                                        |   | -          |   | (5,000)                                                                         |   | (5,000)             |
| Loan receivable principal advance                                                                              |   | (239,221)  |   | -                                                                               |   | (239,221)           |
|                                                                                                           |   |       |   |                                                                            |   |                |   |   |
| Net cash used in investing activities                                                                          |   | (239,221)  |   | (5,000)                                                                         |   | (244,221)           |
|                                                                                                           |   |       |   |                                                                            |   |                |   |   |
| **Cash flows from financing activities**                                                                       |   |       |   |                                                                            |   |                |
| Payment of stock subscription receivable                                                                       |   | -          |   | 24,000                                                                          |   | 24,000              |
| Issuance of common stock for cash                                                                              |   | -          |   | 16,000                                                                          |   | 27,000              |
| Proceeds from loans payable                                                                                    |   | 260,107    |   | -                                                                               |   | 260,107             |
|                                                                                                           |   |       |   |                                                                            |   |                |   |   |
| Net cash provided by financing activities                                                                      |   | 260,107    |   | 40,000                                                                          |   | 311,107             |
|                                                                                                           |   |       |   |                                                                            |   |                |   |
| **Increase (decrease) in cash and cash                        equivalents**                                    |   | (21)       |   | 17,992                                                                          |   | 13,955              |
|                                                                                                           |   |       |   |                                                                            |   |                |   |   |
| **Cash and cash equivalents, beginning of                        period**                                      |   | 13,976     |   | 6,000                                                                           |   | -                   |
|                                                                                                           |   |       |   |                                                                            |   |                |   |   |
| **Cash and cash equivalents, end of period**                                                                   |   | $ 13,955   |   | $            23,992 |   | $ 13,955            |
|                                                                                                           |   | target     |   | (21)                                                                            |   |                |   |   |
| **Supplementary information**                                                                                  |   |       |   |                                                                            |   |                |
| Interest paid                                                                                                  |   | $ -        |   | $ -                                                                             |   | $ -                 |
| Taxes Paid                                                                                                     |   | $ -        |   | $ -                                                                             |   | $ -                 |
| The accompanying notes are an integral part of these                        consolidated financial statements. |
|                                                                                                                |        |            |        |                                                                                 |        |                     |  |  |  |  |

 

6

 

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**HIGH        END VENTURES, INC.**

(A        DEVELOPMENT STAGE COMPANY)

NOTES TO        INTERIM FINANCIAL STATEMENTS

AS AT        JUNE 30, 2007

 

**NOTE        1** **– BASIS OF        PRESENTATION**

 

The interim        financial statements of High End Ventures, Inc. (the Company) for the three and nine months        ended June 30, 2007 and 2006 are not audited.  The financial statements are prepared        in accordance with the requirements for unaudited interim periods, and consequently do not        include all disclosures required to be in conformity with accounting principles generally        accepted in the United States of America.

 

In the        opinion of management, the accompanying financial statements contain all adjustments,        consisting only of normal recurring accruals, necessary for a fair presentation of the        Company’s financial position as of June 30, 2007 and the results of operations and        cash flows for the three and nine months ended June 30, 2007 and 2006. The results of        operations for the three and nine months ended June 30, 2007 and 2006 are not necessarily        indicative of the results for a full year period.

 

**NOTE 2        – NATURE AND PURPOSE OF BUSINESS**

 

High End        Ventures, Inc. (the “Company”) was incorporated under the laws of the State of        Colorado on January 19, 1999.  The Company’s activities to date have been        limited to organization and capital formation.  The Company is “a development        stage company” and has not yet determined the nature of its business activities.         The Company has elected September 30 as the end of its fiscal year.

 

**NOTE 3        – GOING CONCERN**

 

The        accompanying financial statements have been prepared in conformity with generally accepted        accounting principles that contemplate continuation of the Company as a going        concern.

 

The Company        has incurred losses since its inception and has not yet been successful in establishing        profitable operations. These factors raise considerable doubt about the ability of the        Company to continue as a going concern. Continuance of the Company as a going concern is        dependent upon receiving additional working capital through loans and/or additional sales        of the Company’s common stock. There is no assurance that the Company will succeed in        raising this additional capital or achieving profitable operations. The accompanying        financial statements do not include any adjustments that might result from the outcome of        these uncertainties.

 

 

 

 

 

 

 

7

 

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**HIGH END VENTURES, INC.**

(A        DEVELOPMENT STAGE COMPANY)

NOTES TO        INTERIM FINANCIAL STATEMENTS

AS AT        JUNE 30, 2007

 

**NOTE 4        – NATURE OF SIGNIFICANT ACCOUNTING POLICIES**

 

**CASH AND        CASH EQUIVALENTS**

 

The Company        considers all highly liquid debt instruments purchased with maturity of three months or        less to be cash equivalents.

 

**REVENUE        RECOGNITION**

 

The Company        considers revenue to be recognized at the time the service is performed.

 

**USE OF        ESTIMATES**

 

The        preparation of the Company’s financial statements requires management to make        estimates and assumptions that affect the amounts reported in the financial statements and        accompanying notes.  Actual results could differ from these estimates.

 

**FAIR        VALUE OF FINANCIAL INSTRUMENTS**

 

The        Company’s short-term financial instruments consist of cash and cash equivalents and        accounts payable.  The carrying amounts of these financial instruments approximate        fair value because of their short-term maturities.  Financial instruments that        potentially subject the Company to a concentration of credit risk consist principally of        cash.  During the year the Company did not maintain cash deposits at financial        institution in excess of the $100,000 limit covered by the Federal Deposit Insurance        Corporation.  The Company does not hold or issue financial instruments for trading        purposes nor does it hold or issue interest rate or leveraged derivative financial        instruments.

 

**EARNINGS        PER SHARE**

 

Basic        Earnings per Share (“EPS”) is computed by dividing net income available to        common stockholders by the weighted average number of common stock shares outstanding        during the year.  Diluted EPS is computed by dividing net income available to common        stockholders by the weighted-average number of common stock shares outstanding during the        year plus potential dilutive instruments such as stock options and warrant.  The        effect of stock options on diluted EPS is determined through the application of the        treasury stock method, whereby proceeds received by the Company based on assumed exercises        are hypothetically used to repurchase the Company’s common stock at the average        market price during the period.  Loss per share is unchanged on a diluted basis since        the assumed exercise of common stock equivalents would have an anti-dilutive        effect.

 

 

 

 

 

8

 

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**HIGH        END VENTURES, INC.**

(A        DEVELOPMENT STAGE COMPANY)

NOTES TO        INTERIM FINANCIAL STATEMENTS

AS AT        JUNE 30, 2007

 

**INCOME TAXES**

 

The Company        uses the asset and liability method of accounting for income taxes as required by SFAS No.        109 “Accounting for Income Taxes”.  SFAS 109 requires the recognition of        deferred tax assets and liabilities for the expected future tax consequences of temporary        differences between the carrying amounts and the tax basis of certain assets and        liabilities.  Deferred income tax assets and liabilities are computed annually for the        difference between the financial statement and tax bases of assets and liabilities that        will result in taxable or deductible amounts in the future, based on enacted tax laws and        rates applicable to the periods in which the differences are expected to affect taxable        income.  Valuation allowances are established when necessary to reduce deferred tax        assets to the amount expected to be realized.  Income tax expense is the tax payable        or refundable for the period, plus or minus the change during the period in deferred tax        assets and liabilities.

 

Deferred        income taxes may arise from temporary differences resulting from income and expense items        reported for financial accounting and tax purposes in different periods.  Deferred        taxes are classified as current or non-current, depending on the classification of the        assets and liabilities to which they relate. Deferred taxes arising from temporary        differences that are not related to an asset or liability are classified as current or        non-current depending on the periods in which the temporary differences are expected to        reverse.  The Company had no significant deferred tax items arise during any of the        periods presented.

 

**CONCENTRATION OF CREDIT RISK:**

 

The Company        does not have any concentration of related financial credit risk.

 

**RECENT ACCOUNTING PRONOUNCEMENTS:**

 

The Company        does not expect that the adoption of other recent accounting pronouncements will have a        material impact to its financial statements.

 

**NOTE 5        – LOAN RECEIVABLE**

 

The Company        loaned The Electrolinks Corporation (see Note 9) $239,221 USD. This loan is secured and        bears interest at a rate of 10% and is repayable upon demand. At June 30, 2007 interest of        $4,812 had been accrued on this loan.

 

**NOTE 6        – MINERAL CLAIM**

 

The Company        entered into an agreement on October 31, 2005 to acquire a 100% interest in a mineral claim        located in the Victoria Mining District in British Columbia, Canada.  The claim was        acquired for $5,000 in cash and 600,000 shares of common stock valued at $12,000.  The        purchase price of the claim approximated the historical cost basis of the previous owner of        the claim.  Management has made a determination that the cost of the mineral claim        will not be recovered and therefore the purchase price of $17,000 has been charged to        current operations as exploration costs.

 

 

9

 

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**HIGH        END VENTURES, INC.**

(A        DEVELOPMENT STAGE COMPANY)

NOTES TO        INTERIM FINANCIAL STATEMENTS

AS AT        JUNE 30, 2007

 

**NOTE        7– SHORT TERM LOANS PAYABLE – RELATED PARTY TRANSACTIONS**

 

The Company        borrowed $250,000 and $10,000 from third parties to assist with working capital needs. The        loan of $250,000 bears interest at a rate of 10%. At June 30, 2007 interest of $5,386 had        been accrued on this loan. The loan of $10,000 is an interest free, unsecured, demand loan.        The Company also borrowed $107 from a shareholder as an interest free, unsecured, demand        loan.

 

**NOTE 8        – COMMON STOCK**

 

In February        of 1999, the Company issued 500,000 shares in exchange for services valued at        $500.

 

In        September 2005, the Company issued 1,750,000 shares of cash and stock subscriptions        receivable to individuals at a value of $.02 per share.

 

In October        of 2005, the Company issued 600,000 shares for the purchase of mineral claims at a value of        $.02 per share.

 

On April        10, 2006, the Company issued 320,000 shares of common stock valued at $.05 per share for        cash in the amount of $16,000.

 

On        September 2, 2006, management authorized a 5 for 1 forward split of the outstanding shares        of common stock.  This split has been applied retroactively in the financial        statements as if the split had occurred at inception of the Company.

 

**NOTE 9        – ACQUISITION OF ELECTROLINKS CORPORATION**

 

On December        19, 2006, the shareholders of the Company voted to execute an agreement whereby the Company        would acquire 100% of the outstanding ownership or right to ownership of The Electrolinks        Corporation.  The Electrolinks Corporation was incorporated in Ontario, Canada on        March 24, 2004 and is focused on “Smart Grid” applications for power utilities        and buildings in addition to delivering Broadband over Power Line services over any form of        existing electrical infrastructure.

 

Upon the        terms of the agreement, the Company intends to exchange an aggregate of 20,500,000 shares        of the Company’s common stock in exchange for an aggregate of 41,000,000 shares of        Electrolinks on a pro rata basis. This agreement was scheduled to close on or before March        5, 2007 but has not been closed as of August 3, 2007. The closing of the transaction        remains subject to both companies’ shareholders approvals and full satisfaction of        the disclosure requirements of the Securities Exchange Act of 1934, as amended.

 

On        consummation of the transaction Electrolinks would become a wholly-owned subsidiary of the        Company and the shareholders of Electrolinks would hold a controlling interest in the        Company. Upon closing of the transaction, the exchange would be treated as a reverse merger        with Electrolinks being the accounting acquirer.

 

10

 

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**HIGH        END VENTURES, INC.**

(A        DEVELOPMENT STAGE COMPANY)

NOTES TO        INTERIM FINANCIAL STATEMENTS

AS AT        JUNE 30, 2007

 

**NOTE 10        - RESTATEMENT**

 

In the        Company’s balance sheet the previous amount of ‘Loan Receivable’ was        $139,735 and the restated amount is $244,033 due to an adjustment of $104,298. The previous        amount of ‘Loans Payable’ was $160,087 and the restated amount is $260,107 due        to an adjustment of $100,020. In the Company’s income statement the previous net loss        for the nine months ended June 30, 2007 was $60,678 and the restated net loss is $61,786        due to an adjustment of $1,108. These adjustments were made due to the incorrect booking of        a loan repayment and the change in terms of loans receivable and loans payable where two        loans bear 10% interest and were previously stated as interest free, unsecured, demand        loans. The affect on the loss per share is $nil.

 

 

11

 

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**ITEM        2.**         **MANAGEMENT’S PLAN OF OPERATION**

 

This        Management's Plan of Operation and Results of Operations and other parts of this report        contain forward-looking statements that involve risks and uncertainties. Forward-looking        statements can also be identified by words such as "anticipates," "expects," "believes,"        "plans," "predicts," and similar terms. Forward-looking statements are not guarantees of        future performance and our actual results may differ significantly from the results        discussed in the forward-looking statements. Factors that might cause such differences        include, but are not limited to, those discussed in the subsections entitled*"Forward-Looking Statements and Factors That May Affect Future Results        and Financial Condition"*below. The following discussion should        be read in conjunction with our financial statements and notes thereto included in this        report. All information presented herein is based on our period ended June 30, 2007. Our        fiscal year end is September 30.

 

***General***

 

The Company        is a Colorado corporation that was incorporated on January 19, 1999, whose executive        offices are located in Vancouver, British Columbia. We were previously engaged in        exploration activities designed to identify economically viable deposits of precious        metals, which activities were unsuccessful and have since been abandoned.

 

***Plan        of Operation***

 

During the        first quarter of fiscal 2007 we decided to move away from the exploration of mineral        properties and switch our attention to alternative business opportunities. On September 21,        2006 the Company executed a letter of intent to acquire The Electrolinks Corporation        (“Electrolinks”), a Toronto, Ontario based development stage company intend on        providing “Smart Grid” applications for power utilities and buildings that will        deliver Broadband over Power Line (BPL) services utilizing any form of existing electrical        infrastructure. The Company executed a formal Securities Exchange Agreement and Plan of        Exchange on October 23, 2006 to acquire 100% of the outstanding ownership of Electrolinks        in exchange for an aggregate of 20,500,000 shares of our common stock in addition to the        following conditions:

 

|   | § | We appoint three (3) persons nominated by Electrolinks to                        our board of directors at closing; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------|

|   | § | We will enter into a shareholders voting agreement with                        Balbir Ahluwalia prior to closing; |
|--------|--------|-------------------------------------------------------------------------------------------------------------------|

|   | § | We will use our best commercial efforts to raise new                        financing or dedicate existing financing to the development of the                        Electrolinks business plan within one year of closing; |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | § | We will pay a finder’s fee of 1,435,000 shares of our                        common stock to Valor Invest Ltd.; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------|

|   | § | We change our name to “Electrolinks International                        Corp.” |
|--------|--------|---------------------------------------------------------------------------------------------|

         

On        consummation of the transaction Electrolinks would be a wholly-owned subsidiary of the        Company. The closing of the transaction is expected to take place as soon as is practicable        subject to shareholder approval of the transaction and full satisfaction of the disclosure        requirements of the Securities Exchange Act of 1934, as amended. The transaction has not        obtained the requisite shareholder approvals as of the date of this report.

 

Should the        parties not obtain shareholder approval of the intended transaction, the Company’s        plan of operation for the coming year will be to identify and acquire an alternative        business opportunity. We will not limit our options to any particular industry, but will        evaluate each opportunity on its own merits.

 

 

12

 

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***Description of Intended Business***

 

Electrolinks was incorporated under the Business Corporations Act (Ontario)        by articles of incorporation dated March 23, 2004 and continued pursuant to the Canada        Business Corporations Act by articles of continuance dated April 29, 2004.        Electrolinks’ registered office and principal place of business is located at 151        Bloor St. West, Toronto, Ontario M5S 1S4; telephone number: (416) 850-8881; fax: (416)        850-8882; website:*www.electrolinks.com*.

 

Electrolinks is a “Full Service BPL-based Telecommunications        Integrator” offering utilities with “Smart Grid” BPL solutions.        Electrolinks technologies allow monitoring and management of the distribution network from        various places right down to the individual customer level. This is made possible through        the use of Electrolinks technology providing real-time network management and broadband        capabilities.

 

Among        Electrolinks Broadband suite of services and solutions are: professional services, network        integration and outsourcing, BPL business intelligence and network operations center (NOC)        functions geared towards planning, design, implementation, and operations of Broadband over        Power Line and hybrid networks.

 

Power lines        have sufficient capacity to transmit data as well as power. In fact power lines have been        used to carry data for many years using a rudimentary technology that allowed delivery of        low-speed data over short distances. In recent years the technology has been refined to the        point that it now supports the efficient transmission of high-speed data over very long        distances.

 

BPL has        distinct advantages over broadband technologies such as DSL and Cable in that it relies on        the existing electrical infrastructure so deployment costs are low and it has greater        bandwidth delivery potential. The industry appears to have reached a “tipping        point” in that there is a clear momentum driving utilities, governments and the        public to give the product a try.

 

In addition        to the electrical utility applications, businesses, whether small or large, now require        high speed Internet access. In response to the demand for this service, the major telephone        and other associated companies have built large fiber optic networks that span North        America and much of the world. Old buildings and existing residential subdivisions do not        have modern fiber optic or other wiring which are able to give access to the high speed        networks without the installation of new wiring, the cost of which is prohibitive. The        distance between the end user located in the areas not now served by or able to access the        high speed network is often called the “last mile” and until now there has been        no effective technology for economically making this connection.

 

The ability        to access the high speed network over electrical wiring would be a solution and for many        years there has been ongoing research to use the electrical wiring for this purpose. This        is called “broadband over powerlines” or BPL. A method for sending Internet and        telephone data at high speeds over electrical lines and wiring over long and short        distances has now been perfected.

 

Public        utilities own and operate the power grid and can use electrical wiring for power line        communications with minimal upgrade costs. Older buildings and facilities obtain the same        benefits through the use of the electrical wiring already present in providing internal        high speed Internet and telephone access.

 

 

 

13

 

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***Results of Operations***

 

During the        nine month period ended June 30, 2007 and the year ended September 30, 2006, our operations        were focused on exploration of our precious mineral claims in British Columbia, satisfying        continuous public disclosure requirements and entering into an agreement to acquire        Electrolinks as a wholly owned subsidiary.

 

We do not        expect to receive revenues within the next twelve months sufficient to fund our operations,        even in the event that the acquisition of Electrolinks is approved. Electrolinks has only        recently initiated the commercial application of its technology and has realized limited        revenue to date. Rather, in the event that the acquisition of Electrolinks is approved, the        Company is obligated to raise up to five million dollars ($5,000,000) on a best efforts        basis to fund operations.

 

***Net        Loss***

 

For the        period from inception January 19, 1999 to June 30, 2007, the Company recorded an operating        loss of $111,310. Net losses for the three month period ended June 30, 2007 were $41,689 as        compared to $2 for the three months ended June 30, 2006. Net losses for the nine month        period ended June 30, 2007 were $61,786 as compared to $34,006 for the nine months ended        June 30, 2006. The Company’s operating losses in the current nine month period are        attributable to general and administrative expenses including accounting costs and        consulting fees. Expenses in prior periods have also included exploration costs directly        related to our former precious metals exploration program. The Company has not generated        any revenues since inception.

 

The Company        expects to continue to operate at a loss through fiscal 2007 and due to the nature of our        intended acquisition of Electrolinks or alternatively our search for another business        opportunity cannot determine whether we will ever generate revenues from        operations.

 

***Income Tax Expense (Benefit)***

         

The Company        has a prospective income tax benefit resulting from a net operating loss carryforward and        start up costs that might offset any future operating profit.

 

***Impact of Inflation***

         

The Company        believes that inflation has had a negligible effect on operations over the past three        years.

 

***Capital Expenditures***

 

The Company        expended no amounts on capital expenditures for the period from inception to June 30,        2007.

 

***Capital Resources and Liquidity***

 

The Company        had current assets of $257,988 and total assets of $257,988 as of the nine month period        ended June 30, 2007, consisting of cash on hand of $13,955 and expected proceeds from a        loan receivable of $244,033. Net stockholders' deficiency in the Company was $47,810 at        June 30, 2007. The Company is in the development stage and, since inception, has        experienced significant changes in liquidity, capital resources and shareholders’        equity.

 

14

 

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Cash flow        used in operating activities was $52,931 for the period from inception to June 30, 2007.        Cash flow used in operating activities for the nine month period ended June 30, 2007 was        $20,907 as compared to $17,008 in cash flow used in operating activities for the nine        months ended June 30, 2006. Cash flow used in operating activities in the current nine        month period can be attributed to accounting costs and consulting expenses.

 

Cash flow        provided from financing activities was $311,107 for the period from inception to June 30,        2007. Cash flow provided by financing activities for the nine month period ended June 30,        2007 was $260,107 as compared to $40,000 for the nine months ended June 30, 2006. Cash flow        provided by financing activities in the current nine month period can be entirely        attributed to shareholder loans.

 

Cash flows        used in investing activities was $244,221 for the period from inception to June 30, 2007.        Cash flows used in investing activities for the nine month period ended June 30, 2007 was        $239,221 as compared to $5,000 for the nine months ended June 30, 2006. Cash flow used in        investing activities in the current nine month period is attributed to a loan made to        Electrolinks.

 

The        Company’s current assets may not be sufficient to conduct its plan of operation over        the next twelve (12) months and it will have to realize debt or equity financing to fund        operations. The Company has no current commitments or arrangements with respect to, or        immediate sources of funding. Further, no assurances can be given that funding, if needed,        would be available or available to the Company on acceptable terms. Therefore, the        Company’s stockholders would be the most likely source of new funding in the form of        loans or equity placements though none have made any commitment for future investment and        we have no agreement formal or otherwise. The Company’s inability to obtain funding        would have a material adverse affect on its plan of operation.

 

The Company        had no formal long term lines or credit or other bank financing arrangements as of June 30,        2007.

 

Since        earnings, if any, will be reinvested in operations, the Company does not expect to pay cash        dividends in the foreseeable future.

 

The Company        has no defined benefit plan or contractual commitment with any of its officers or        directors.

 

The Company        has no current plans for any significant purchase or sale of any plant or        equipment.

 

***Off        Balance Sheet Arrangements***

 

As of June        30, 2007, the Company has no significant off-balance sheet arrangements that have or are        reasonably likely to have a current or future effect on our financial condition, changes in        financial condition, revenues or expenses, results of operations, liquidity, capital        expenditures, or capital resources that is material to stockholders.

 

***Critical Accounting Policies***

 

In the        notes to the audited financial statements for the year ended September 30, 2006 included in        the Company’s Form 10-KSB, the Company discusses those accounting policies that are        considered to be significant in determining the results of operations and its financial        position. The Company believes that the accounting principles utilized by us conform to        accounting principles generally accepted in the United States of America.

 

15

 

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The        preparation of financial statements requires Company management to make significant        estimates and judgments that affect the reported amounts of assets, liabilities, revenues        and expenses. By their nature, these judgments are subject to an inherent degree of        uncertainty. The Company bases its estimates on historical experience and other facts and        circumstances that are believed to be reasonable, and the results form the basis for making        judgments about the carrying value of assets and liabilities. The actual results may differ        from these estimates under different assumptions or conditions.

 

***Forward Looking Statements and Factors That May Affect Future Results        and Financial Condition***

 

The        statements contained in the section titled “*Plan of        Operation*,” with the exception of historical facts, are        forward looking statements within the meaning of Section 27A of the Securities Act. A        safe-harbor provision may not be applicable to the forward looking statements made in this        Form 10-QSB because of certain exclusions under Section 27A (b). Forward looking statements        reflect our current expectations and beliefs regarding our future results of operations,        performance, and achievements. These statements are subject to risks and uncertainties and        are based upon assumptions and beliefs that may or may not materialize. These statements        include, but are not limited to, statements concerning:

 

|   | - | our anticipated financial performance and business                        plan; |
|--------|---|---------------------------------------------------------------------------------|

|   | - | the sufficiency of existing capital resources; |
|--------|---|------------------------------------------------|

|   | - | our ability to raise additional capital to fund cash                        requirements for future operations; |
|--------|---|-----------------------------------------------------------------------------------------------------------------|

|   | - | uncertainties related to the Company’s future business                        prospects; |
|--------|---|------------------------------------------------------------------------------------------------|

|   | - | the ability of the Company to generate revenues to fund                        future operations; |
|--------|---|---------------------------------------------------------------------------------------------------|

|   | - | the volatility of the stock market and; |
|--------|---|-----------------------------------------|

|   | - | general economic conditions. |
|--------|---|------------------------------|

 

We wish to        caution readers that the Company’s operating results are subject to various risks and        uncertainties that could cause our actual results to differ materially from those discussed        or anticipated including the factors set forth in the section entitled        “*Risk Factors*” below. We        also wish to advise readers not to place any undue reliance on the forward looking        statements contained in this report, which reflect our beliefs and expectations only as of        the date of this report. We assume no obligation to update or revise these forward looking        statements to reflect new events or circumstances or any changes in our beliefs or        expectations, other than is required by law.

 

***Risks        Factors***

 

Our future        operating results are highly uncertain. Before deciding to invest in us or to maintain or        increase your investment, you should carefully consider the risks described below, in        addition to the other information contained in our annual report. If any of these risks        actually occur, our business, financial condition or results of operations could be        seriously harmed. In that event, the market price for our common stock could decline and        you may lose all or part of your investment.

 

***We        have a history of significant operating losses and such losses may continue in the        future.***

 

Since our        inception in 1999, our expenses have substantially exceeded our income, resulting in        continuing losses and an accumulated deficit of $111,310 at June 30, 2007. During the nine        months ended June 30, 2007, we recorded a net loss of $61,786. The Company has never        realized revenue from operations. We will continue to incur operating losses as we pursue        our intention to acquire Electrolinks and satisfy our ongoing disclosure requirements with        the Securities and Exchange Commission ("Commission"). Our only expectation of future        profitability is dependent upon our ability to acquire Electrolinks and develop        Electrolink’s business to a point that will produce revenue, which objectives can in        no way be assured.

 

16

 

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***The        Company’s limited financial resources cast severe doubt on our ability to        successfully fund the business development of Electrolinks.***

 

One of the        conditions of the agreement to acquire Electrolinks is the representation that the Company        will use its best efforts to fund the business development of Electrolinks up to five        million dollars ($5,000,000) within twelve months of closing. Since our business plan is        currently dependent on the acquisition of Electrolinks the prospect of satisfying this        funding commitment is immediate and doubtful. We currently have insufficient capital to        meet this condition and will have to rely on debt or equity offerings to meet this funding        obligation. Should we be unable to realize this funding within one year of closing the        transaction the successful development of the Electrolinks business plan may be called into        doubt due to financial constraints which may ultimately force the Company to curtail or        abandon operations.

 

***We        are dependent upon a key person, who would be difficult to replace.***

 

Our        continued operation will be largely dependent upon the efforts of Nadir Walji, our sole        officer and director. We do not maintain key-person insurance on Mr. Walji. Our future        success also will depend in large part upon the Company’s ability to identify,        attract and retain other highly qualified managerial, technical and sales and marketing        personnel. Competition for these individuals is intense. The loss of the services of Mr.        Walji, the inability to identify, attract or retain qualified personnel in the future or        delays in hiring qualified personnel could make it more difficult for us to maintain our        operations and meet key objectives such as the acquisition of a suitable business        opportunity.

 

***The        market for our stock is limited and our stock price may be volatile.***

 

The market        for our common stock has been limited due to low trading volume and the small number of        brokerage firms acting as market makers. Because of the limitations of our market and        volatility of the market price of our stock, investors may face difficulties in selling        shares at attractive prices when they want to. The average daily trading volume for our        stock has varied significantly from week to week and from month to month, and the trading        volume often varies widely from day to day.

 

***We        may incur significant expenses as a result of being quoted on the Over the Counter Bulletin        Board, which may negatively impact our financial performance.***

 

We may        incur significant legal, accounting and other expenses as a result of being listed on the        Over the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002, as well as related rules        implemented by the Commission has required changes in corporate governance practices of        public companies. We expect that compliance with these laws, rules and regulations,        including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed in the        following risk factor, may substantially increase our expenses, including our legal and        accounting costs, and make some activities more time-consuming and costly. As a result,        there may be a substantial increase in legal, accounting and certain other expenses in the        future, which would negatively impact our financial performance and could have a material        adverse effect on our results of operations and financial condition.

 

 

 

 

17

 

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***Our        internal controls over financial reporting may not be considered effective, which could        result in a loss of investor confidence in our financial reports and in turn have an        adverse effect on our stock price.***

 

Pursuant to        Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our annual report for the        year ending September 30, 2008, we may be required to furnish a report by our management on        our internal controls over financial reporting. Such report will contain, among other        matters, an assessment of the effectiveness of our internal controls over financial        reporting as of the end of the year, including a statement as to whether or not our        internal controls over financial reporting are effective. This assessment must include        disclosure of any material weaknesses in our internal controls over financial reporting        identified by management. If we are unable to assert that our internal controls are        effective as of September 30, 2008, investors could lose confidence in the accuracy and        completeness of our financial reports, which in turn could cause our stock price to        decline.

 

***Going        Concern***

 

The        Company’s auditors have noted substantial doubt as to the Company’s ability to        continue as a going concern as a result of an accumulated deficit of $40,582 as of        September 30, 2006 which increased to $111,310 as of June 30, 2007. The Company’s        ability to continue as a going concern is subject to the ability of the Company to realize        a profit and /or obtain funding from outside sources. Management’s plan to address        the Company’s ability to continue as a going concern includes: (1) obtaining funding        from private placement sources; (2) obtaining additional funding from the sale of the        Company’s securities; (3) establishing revenues from developing Electrolinks’        business plan; (4) obtaining loans and grants from various financial institutions where        possible. Although management believes that it will be able to obtain the necessary funding        to allow the Company to remain a going concern through the methods discussed above, there        can be no assurances that such methods will prove successful.

 

| **ITEM 3.** | **CONTROLS AND PROCEDURES** |
|-------------|-----------------------------|

 

The        Company’s president acts both as the Company’s chief executive officer and        chief financial officer and is responsible for establishing and maintaining disclosure        controls and procedures for the Company.

 

(a)        Evaluation of Disclosure Controls and Procedures

 

Under the        supervision and with the participation of our management, including our principal executive        officer and principal financial officer, we evaluated the effectiveness of the design and        operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and        15d-15(e) under the Exchange Act, as of June 30, 2007. Based on this evaluation, our        principal executive officer and our principal financial officer concluded that, as of the        end of the period covered by this report, our disclosure controls and procedures were        effective and adequately designed to ensure that the information required to be disclosed        by us in the reports we submit under the Exchange Act is recorded, processed, summarized        and reported within the time periods specified in the applicable rules and forms and that        such information was accumulated and communicated to our chief executive officer and chief        financial officer, in a manner that allowed for timely decisions regarding        disclosure.

 

However,        subsequent to the filing of the Company’s quarterly report our chief executive        officer concluded that certain financial information previously disclosed in our Form        10-QSB for the period ended June 30, 2007 was inaccurate and warranted a restatement to        correct an accounting error on the balance sheet in respect to loans receivable and loans        payable. Accordingly, the principal executive officer determined that its disclosure        controls and procedures for the period ended June 30, 2007 were ineffective and not        adequately designed.

 

18

 

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(b) Changes        in Internal Controls

 

During the        period ended June 30, 2007, there has been no change in internal control over financial        reporting that has materially affected, or is reasonably likely to materially affect our        internal control over financial reporting.

 

However,        our principal executive officer and chief financial officer has concluded that changes will        be made to internal controls over financial reporting which may materially affect our        financial reporting. Our principal executive officer and chief financial officer will make        certain proposals to the Company’s board of directors to implement changes to        safeguard against future errors in financial disclosure. The proposals include a        segregation of the duties of principal executive officer and chief financial officer, and        the formation of an audit committee. Our principal executive officer and chief financial        officer believes that the segregation of a chief executive officer’s duties from that        of a chief financial officer and the formation of an audit committee would cause the        Company to better evaluate the effectiveness of the design and operation of the        Company’s disclosure controls and procedures on a constant basis with the intention        of discovering any potential misstatements prior to erroneous disclosure.

 

**PART        II**

 

| **ITEM 1.** | **LEGAL PROCEEDINGS** |
|-------------|-----------------------|

 

None.

 

| **ITEM 2.** | **UNREGISTERED SALES OF EQUITY SECURITIES** |
|-------------|---------------------------------------------|

 

None.

 

| **ITEM 3.** | **DEFAULTS ON SENIOR SECURITIES** |
|-------------|-----------------------------------|

 

None.

 

| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY                        HOLDERS** |
|-------------|--------------------------------------------------------------------------------|

 

None.

 

| **ITEM 5.** | **OTHER INFORMATION** |
|-------------|-----------------------|

 

None.

 

| **ITEM 6.** | **EXHIBITS** |
|-------------|--------------|

 

Exhibits        required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits        on page 21 of this Form 10-QSB/A, and are incorporated herein by this reference.

 

19

 

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**SIGNATURES**

 

In        accordance with the requirements of the Securities Exchange Act of 1934, the registrant        caused this report to be signed on its behalf by the undersigned, hereunto duly authorized,        this 18th day of September, 2007.

 

***High        End Ventures, Inc.***

 

 

| /s/ Nadir Walji |
|-----------------|

| Nadir Walji |
|-------------|

Chief        Executive Officer, Chief Financial Officer, Principal Accounting Officer, and        Director

 

 

 

 

 

20

 

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**INDEX TO EXHIBITS**

 

| ***Exhibit*** | ***Page*** |
|---------------|------------|

| ***No.*** | ***No.*** | ***Description*** |
|-----------|-----------|-------------------|

 

| 3(i)                                         * |  Articles of Incorporation of the Company (incorporated                        herein by reference from Exhibit No. 3(i) of the Company’s Form SB-2                        filed with the Commission on May 9, 2006). |
|-------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| 3(ii)                                         * |  By-laws of the Company (incorporated herein by                        reference from Exhibit No. 3(ii) of the Company's Form SB-2 as filed with                        the Commission on May 9, 2006). |
|--------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| 10(i)                 * |  Mineral Property Purchase Agreement (incorporated                        herein by reference from Exhibit No. 10(i) of the Company’s Form SB-2                        filed with the Commission on May 9, 2006). |
|--------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| 10(ii)                * | Securities Exchange Agreement and Plan of Exchange                        (incorporated herein by reference from Exhibit No. 10 of the                        Company’s Form 8-K filed with the Commission on October 27,                        2006). |
|---------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| 31                                  Attached | Certification of the Chief Executive                        Officer and Chief Financial Officer pursuant to Section 302 of the                        Sarbanes-Oxley Act of 2002. |
|------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| 32                                  Attached | Certification of the Chief Executive                        Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as                        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of                        2002. |
|------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

| * | Incorporated by reference from previous filings of the                        Company. |
|---|----------------------------------------------------------------------------------------|