**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION        Washington, D.C. 20549                  FORM 10-Q**

*(Mark One)*

þ     Quarterly report pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended **March****31****, 200****9**.

o     Transition report pursuant to 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 registrantas specified in its charter)

| **Colorado**

(State or other jurisdiction of

incorporation or organization) | **98-02****19157**

(I.R.S. Employer 

Identification No.) |
|-------------------------------------------------------------------------------|------------------------------------------------------------|

**Seestrasse 8,****Zollikon****,****CH-8702, Switzerland**

(Address of principal executive offices) (Zip Code)

**41****44****202****00****8****0**

(Registrant’s telephone number, including area code)

**N/A****     **

(Former name, former address and former fiscal year, if changedsince last report)

Indicate by check markwhether 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 þNo o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated filer oAccelerated filer oNon-accelerated filer oSmaller reporting company þ

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

At June 19, 2009the number of shares outstanding of theregistrant's common stock, $0.001 par value (the only class of voting stock), was 15,850,000.

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**TABLE OF CONTENTS**

**               
**PART I. - FINANCIAL INFORMATION**
     **ITEM 1.     FINANCIAL STATEMENTS**  3   Balance Sheets as of March 31, 2009 (unaudited) and September 30, 2008 (audited)      4   Unaudited Statements of Operations for the three month and six month periods ended March 31, 2009 and March 31, 2008 and the period from inception   5   Unaudited Statements of Cash Flows for the six month periods ended March 31, 2008 and March 31, 2007 and the period from inception  6   Notes to Unaudited Financial Statements  7  **ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations**  12  **ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk**  17  **ITEM 4T.  Controls and Procedures**  17                
**PART II. - OTHER INFORMATION**
     **ITEM 1.     Legal Proceedings**  17  **ITEM 1A.  Risk Factors**  18  **ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds**  20  **ITEM 3.     Defaults upon Senior Securities**  20  **ITEM 4.     Submission of Matters to a Vote of Securities Holders**  20  **ITEM 5.     Other Information**  20  **ITEM 6.     Exhibits**  20  **Signatures**  21 **Index to Exhibits**  22 **
Return to Table of Contents

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**PART I – FINANCIAL INFORMATION**

**ITEM 1.     FINANCIAL STATEMENTS**

As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its”refer toHigh End Ventures, Inc., a Coloradocorporation,and its        predecessors,unless otherwise indicated. In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Qreflect 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.

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| **HIGH END VENTURES, INC.**

(A DEVELOPMENT STAGE COMPANY)                    BALANCE SHEETS |                                                                                               |    |      |     |
|----------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|---------|-----------|----------|
|                                                                                         |                                                                                               |    |      |     |
|                                                                                         |                                                                                               |    |      |     |
|                                                                                         |                                                                                               |    |      |     |   |   |
|                                                                                         |                                                                                               |    |      |     |   |   |
|                                                                                         |                                                                                               |    |      | March31, |   | September 30, |
|                                                                                         |                                                                                               |    |      | 2009     |   | 2008 |
|                                                                                         |                                                                                               |    |      |     |   |   |
| **ASSETS**                                                                                   |                                                                                               |    |      |     |
|                                                                                         |                                                                                               |    |      |     |   |   |
| **Current assets**                                                                           |                                                                                               |    |      |     |
|                                                                                         | Cash and cash equivalents                                                                          |    | $ 4,720   |     | $ 5,557 |
|                                                                                         |                                                                                               |    |      |     |   |   |
| **Total current assets**                                                                     |                                                                                               | 4,720   |      | 5,557    |
|                                                                                         |                                                                                               |    |      |     |   |   |
|                                                                                         |                                                                                               |    |      |     |   |   |
| **TOTAL ASSETS**                                                                             |                                                                                               | $ 4,720 |      | $ 5,557  |
|                                                                                         |                                                                                               |    |      |     |   |   |
| **LIABILITIES AND STOCKHOLDERS' DEFICIT**                                                    |                                                                                               |    |      |     |
|                                                                                         |                                                                                               |    |      |     |   |   |
| **Current liabilities**                                                                      |                                                                                               |    |      |     |
|                                                                                         | Accounts payable and accrued liabilities                                                           |    | $ 276,226 |     | $ 255,419 |
|                                                                                         | Accrued interest payable                                                                           |    | 57,238    |     | 41,433 |
|                                                                                         | Loans payable                                                                                      |    | 350,892   |     | 337,107 |
|                                                                                         |                                                                                               |    |      |     |   |   |
| **Total current liabilities**                                                                |                                                                                               | 684,356 |      | 633,959  |
|                                                                                         |                                                                                               |    |      |     |   |   |
|                                                                                         |                                                                                               |    |      |     |   |   |
| **TOTAL LIABILITIES**                                                                        |                                                                                               | 684,356 |      | 633,959  |
|                                                                                         |                                                                                               |    |      |     |   |   |
| **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, 2008 - 15,850,000) |    | 15,850    |     | 15,850 |
|                                                                                         | Additional paid-in capital                                                                         |    | 47,650    |     | 47,650 |
|                                                                                         | Accumulated deficit                                                                                |    | (743,136) |     | (691,902) |
|                                                                                         |                                                                                               |    |      |     |   |   |
| **Total stockholders' deficit**                                                              |                                                                                               |    | (679,636) |     | (628,402) |
|                                                                                         |                                                                                               |    |      |     |   |   |
| **TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT**                                              |                                                                                               |    | $ 4,720   |     | $ 5,557 |

The accompanying notes are an integral part of these financial statements

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| **HIGH END VENTURES, INC.**                             |                          |   |                       |   |                     |        |                |        |
|---------------------------------------------------------|-------------------------------|--------|----------------------------|--------|--------------------------|-------------|---------------------|-------------|
| (A DEVELOPMENT STAGE COMPANY)                           |                          |   |                       |   |                     |        |                |        |   |   |
| STATEMENTS OF OPERATIONS                                |                          |   |                       |   |                     |        |                |        |
|                                                    |                          |   |                       |   |                     |        |                |        |   |   |
|                                                    |                          |   |                       |   |                     |        |                |        |   | From January 19, 1999 |
|                                                    |                          |   | For the three months ended |   | For the six months ended |        | (Date of inception) |
|                                                    |                          |   | March 31,                  |   | March 31,                |        | through March 31,   |
|                                                    |                          |   | 2009                       |   | 2008                     |        | 2009                | 2008        |   | 2009 |
|                                                    |                          |   |                       |   |                     |        |                |        |   |   |
| Revenue:                                                |                          | $ -    |                       | $ -    |                     | $ -         | $ -                 |        | $ - |
| Operating expenses                                      |                          |   |                       |   |                     |        |                |        |
|                                                    | Exploration costs             | -      |                       | -      |                     | -           | -                   |        | 17,000 |
|                                                    | General & administrative  | 20,194 |                       | 44,293 |                     | 35,429      | 107,954             |        | 414,677 |
|                                                    | Impairment on loan receivable | -      |                       | -      |                     | -           | -                   |        | 284,122 |
| Total Operating expenses                                | 20,194                        |   | 44,293                     |   | 35,429                   | 107,954     |                | 715,799     |
|                                                    |                          |   |                       |   |                     |        |                |        |   |   |
| Net (Loss) from Operations                              | $ (20,194)                    |   | $ (44,293)                 |   | $ (35,429)               | $ (107,954) |                | $ (715,799) |
|                                                    |                          |   |                       |   |                     |        |                |        |   |   |
| Other income (expense)                                  |                          |   |                       |   |                     |        |                |        |
| Interest income                                         | -                             |   | 6,356                      |   | -                        | 12,229      |                | 29,901      |
| Interest expense                                        | (8,004)                       |   | (7,267)                    |   | (15,805)                 | (14,044)    |                | (57,238)    |
| Total Other income (expense)                            | (8,004)                       |   | (911)                      |   | (15,805)                 | (1,815)     |                | (27,337)    |
|                                                    |                          |   |                       |   |                     |        |                |        |   |   |
| NET (LOSS)                                              | $ (28,198)                    |   | $ (45,204)                 |   | $ (51,234)               | $ (109,769) |                | $ (743,136) |
| **Weighted Average Shares Common****Stock Outstanding** | 15,850,000                    |   | 15,850,000                 |   | 15,850,000               | 15,850,000  |                |        |
| **Net Loss Per Share****(Basis and Fully Dilutive)**    | $ (0.00)                      |   | $ (0.00)                   |   | $ (0.00)                 | $ (0.01)    |                |        |

The accompanying notes are an integral part of these financial statements

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| **HIGH END VENTURES, INC.**

(A DEVELOPMENT STAGE COMPANY)                    STATEMENTS OF CASH FLOWS |
|--------------------------------------------------------------------------------------------------------|
|                                                                                                   |   |   |   |   |   |   |   |   |
|                                                                                                   |   |   |   |   |   |   |   |   |
|                                                                                                   |   |   |   |   |   |   |   | Jan.19, 1999 |
|                                                                                                   |   |   |   |   |   |   |   | (Inception) |
|                                                                                                   |   |   |   | For the sixmonths ended |   | through |
|                                                                                                   |   |   |   | March31, |   | March31, |
|                                                                                                   |   |   |   | 2009 |   | 2008 |   | 2009 |
|                                                                                                   |   |   |   |   |   |   |   |   |
| **Cash flows from operating activities**                                                               |   |   |   |   |   |   |
|                                                                                                   | Net loss |   | $ (51,234) |   | $ (109,769) |   | $(743,136) |
|                                                                                                   |   |   |   |   |   |   |   |   |
|                                                                                                   | Adjustments to reconcile net loss to net cash used in operations: |   |   |   |   |   |   |
|                                                                                                   | Issuance of stock for services rendered |   | - |   | - |   | 500 |
|                                                                                                   | Write off mineral claims |   | - |   | - |   | 12,000 |
|                                                                                                   | Changes in: |   |   |   |   |   |   |
|                                                                                                   | Loan receivable |   |   | - |   | (11,263) |   | (29,901) |
|                                                                                                   | Impairment of loan receivable |   |   | - |   | - |   | 284,122 |
|                                                                                                   | Accounts payable and accrued liabilities |   | 20,807 |   | 82,555 |   | 276,226 |
|                                                                                                   | Accrued interest payable |   | 15,805 |   | 14,045 |   | 57,238 |
|                                                                                                   |   |   |   |   |   |   |   |   |
|                                                                                                   | Net cash used in operating activities |   | (14,622) |   | (24,432) |   | (142,951) |
|                                                                                                   |   |   |   |   |   |   |   |   |
| **Cash flows from investing activities**                                                               |   |   |   |   |   |   |
|                                                                                                   | Purchase mineral claims |   | - |   | - |   | - |
|                                                                                                   | Loan receivable principal advance |   | - |   | - |   | (254,221) |
|                                                                                                   |   |   |   |   |   |   |   |   |
|                                                                                                   | Net cash used in investing activities |   | - |   | - |   | (254,221) |
|                                                                                                   |   |   |   |   |   |   |   |   |
| **Cash flows from financing activities**                                                               |   |   |   |   |   |   |
|                                                                                                   | Payment of stock subscription receivable |   | - |   | - |   | 24,000 |
|                                                                                                   | Issuance of common stock for cash |   | - |   | - |   | 27,000 |
|                                                                                                   | Proceeds from loans payable |   | 13,785 |   | 25,000 |   | 350,892 |
|                                                                                                   |   |   |   |   |   |   |   |   |
|                                                                                                   | Net cash provided by financing activities |   | 13,785 |   | 25,000 |   | 401,892 |
|                                                                                                   |   |   |   |   |   |   |   |   |
| **Increase (decrease) in cash and cash equivalents**                                                   |   | (837) |   | 568 |   | 4,720 |
|                                                                                                   |   |   |   |   |   |   |   |   |
| **Cash and cash equivalents, beginning of period**                                                     |   | 5,557 |   | 11,412 |   | - |
|                                                                                                   |   |   |   |   |   |   |   |   |
| **Cash and cash equivalents, end of period**                                                           |   | $ 4,720 |   | $ 11,980 |   | $ 4,720 |
|                                                                                                   |   | target |   |   |   |   |   |   |
| **Supplementary information**                                                                          |   |   |   |   |   |   |
|                                                                                                   | Interest paid |   | $- |   | $- |   | $- |
|                                                                                                   | Taxes Paid |   | $- |   | $- |   | $- |

The accompanying notes are an integral part of these financial statements

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HIGH END VENTURES, INC.            (A Development Stage Company)            NOTES TO UNAUDITED FINANCIAL STATEMENTS

March31, 2009

**NOTE 1 –****BASIS OF PRESENTATION**         The interim financial statements of High End Ventures, Inc. (the “Company”) for the six months ended March 31, 2009 and 2008 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 interim financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of March 31, 2009 and the results of operations and cash flows for the six months ended March 31, 2009 and 2008. The results of operations for the six months ended March 31, 2009 and 2008 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 was previously engaged in exploration activities designed to identify economically viable deposits of precious metals, which activities were abandoned. During the final quarter of fiscal 2006 the Company decided to switch its attention to alternative business opportunities.                 On October 23, 2006 the Company executed an agreement to acquire The Electrolinks Corporation (“Electrolinks”), a Toronto, Ontario based development stage-company intent on providing “smart grid” applications for power utilities and buildings designed to deliver broadband over power line (BPL) services utilizing any form of existing electrical infrastructure. The parties agreed not to proceed with the agreement on September 18, 2007 and entered into new        agreements to implement the intent of the transaction. Nonetheless, the Company’s shareholders could not satisfy corporate quorum requirements on two separate occasions to consider the transaction. As a result of that failure, the agreements for the Company to acquire Electrolinks expired on their own terms and conditions.                 The Company is currently without operations and is in the process of identifying an alternative business opportunity through merger or acquisition.                 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.

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HIGH END VENTURES, INC.            (A Development Stage Company)            NOTES TO UNAUDITED FINANCIAL STATEMENTS

March31, 2009

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

**Cash and Cash Equivalents**         The Company considers all highly liquid instruments with a stated maturity of three months or less to be cash and cash equivalents. As of March 31, 2009, cash consists of balances held with financial institutions. Cash is deposited in institutions that are generally federally insured in limited amounts.         

**Use of Estimates**         The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those 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 six months ended March 31, 2009 the Company did not maintain cash deposits at financial institutions in excess of        the 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 period.  Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the period 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. At March 31 2009 and 2008 the Company did not have any potentially dilutive instruments        outstanding.

         

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HIGH END VENTURES, INC.            (A Development Stage Company)            NOTES TO UNAUDITED FINANCIAL STATEMENTS

March31, 2009

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

 

**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 financial instrument which potentially subjects the Company to concentration of credit risk is cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. As of March 31, 2009, the Company has not exceeded the federally insured limit. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

**Recent Accounting Pronouncements:**         The Financial Accounting Standards Board (“FASB”) has issued Statement of Financial Accounting Standards (“SFAS”) No. 163, Accounting for Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60, Accounting and Reporting by Insurance Enterprises, applies to financial guarantee insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded        disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The Company is currently evaluating the impact of        SFAS No. 163.

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HIGH END VENTURES, INC.            (A Development Stage Company)            NOTES TO UNAUDITED FINANCIAL STATEMENTS

March31, 2009

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

**Recent Accounting Pronouncements - continued:**         In May 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including        partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants.”                 Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. We will adopt FSP APB 14-1 beginning in the first        quarter of 2009, and this standard must be applied on a retrospective basis. We are evaluating the impact the adoption of FSP APB 14-1 will have on our financial position and results of operations.                 In May 2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). This standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles in the        United States for non-governmental entities. SFAS 162 is effective 60 days following approval by the SEC of the Public Company Accounting Oversight Board’s amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” We do not expect SFAS 162 to have a material impact on the preparation of our financial statements.                  In April 2008, the FASB issued FSP No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets”. This new guidance applies prospectively to intangible assets that are acquired individually or        with a group of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption is prohibited. We are currently evaluating the impact, if any, that FSP 142-3 will have on our financial statements.         

**NOTE 5 – LOAN RECEIVABLE**         The Company loaned Electrolinks $254,221, including principal and interest of $29,901 as of March 31, 2009 in anticipation of acquiring said entity as a wholly owned subsidiary. The agreement to complete that transaction hassince been abandoned and loans receivable from Electrolinks are now in default.                 Due to the uncertainty associated with the satisfaction of amounts owed by Electrolinks, management impairedthe value of these loans as of June 30, 2008.**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 was charged to current operations as exploration costs in 2006.

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HIGH END VENTURES, INC.            (A Development Stage Company)            NOTES TO UNAUDITED FINANCIAL STATEMENTS

March31, 2009

**NOTE 7 – SHORT TERM LOANS PAYABLE – RELATED PARTY TRANSACTIONS**         The Company has borrowed $325,875 and $25,000 from third parties to assist with working capital needs. The loan of $325,875 originated from a company affiliated with our current executive officer and director and bears interest at a rate of 10%. At March 31, 2009 interest of $57,238 had been accrued on this loan. The loan of $25,000 is an interest free, unsecured, demand loan. The Company’s sole executive officer has unpaid fees in the amount of $15,000 at March 31, 2009.         

**NOTE 8 – COMMON STOCK**         In October of 2005, the Company issued 600,000 shares for the purchase of mineral claims at a value of $0.02 per share.                 On April 10, 2006, the Company issued 320,000 shares of common stock valued at $0.05 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.         

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**Item 2.     ****MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

This *Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and other parts of this quarterly reportcontain 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 subsection 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. Our fiscal year end is September 30. All information presented herein is based on the three and sixmonthperiodsended March 31, 2009. 

**Discussion and Analysis**

The Company’s plan of operation for the coming year is to identify and acquire or develop a revenue producing business through merger or acquisition. We do not plan to limit our options to any particular industry, but will evaluate each opportunity on its merits.

We have not yet entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in any transaction, as of the date of this filing.

 

The Company’s plan of operation will require $100,000 in funding over the next 12 months which funding is not currently available. Additionally, we will require more than$650,000 to satisfy amountspayable whichfunding iscurrently not available. Should we merge with or acquire a suitable business opportunity within the next 12 months our funding requirements will change.

**Results of Operations**

During the sixmonth periodended March31, 2009ouroperations were focused on(i) identifying a prospective business        opportunityfor merger or acquisition,and(ii)satisfying continuous public disclosure requirements.

The Company has been funded since inception from public or private debt or equity placements or by major shareholders in the form of loans.Allof the capital raised to date has been allocated for general and administrative costs, exploration expenses,loansand interest expenses.

 

We do not expect to receive revenues within the next twelve months of operation or ever since we have yet to acquire a business opportunity, which opportunity if acquiredmay or may not produce revenue. Accordingly, we expect to continue to operate at a loss.

***Revenues***

The Company has not generated revenues since inception. The Company expects to incur losses through the fiscal year ended 2009 and, due to the nature of our search for a suitable business opportunity for development, we cannot determine whether we will ever generate revenues from operations.

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***Net Losses***

For the period from January 19, 1999, date of inception, until March31, 2009, the Company incurred a net loss of $743,136. Net losses for the three monthsended March31, 2009were $28,198as compared to $45,204for the three monthsended March31, 2008. Net losses for the six months ended March 31, 2009 were $51,234 as compared to $109,769 for the six months ended March 31, 2008. The Company’s net losses are primarily attributable to operating expensesand loan impairment. Our operating        expenses include exploration costsand general and administrative expenses. General and administrative expenses include professional and consulting fees, compensation costs, travel, and costs associated with the preparation of disclosure documentation. The decrease in net losses over the comparative periods can be attributed toa decrease in general and administrative expenses. 

  

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

 

The Company may havea prospective income tax benefit resulting from a net operating loss carryforward and start up costs that may 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 March 31, 2009.

***Liquidity and Capital Resources***

The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources, and stockholders’ deficit.

As of March31, 2009, the Company had current and total assets of $4,720and a working capital deficit of $679,636. Our assets consist of solely of cash on hand. The Company had current and total liabilities of $684,356, consisting of $276,226in        accounts payable, $57,238in interest payable,and $350,892in loans payable. Net stockholders’ deficit in the Company was $679,636at March31, 2009.                 Cash flow used in operating activities was $142,951for the period from inception to March31, 2009. Cash flow used in operating activities for the sixmonthsended March31, 2009was $14,622as compared to $24,432for the sixmonthsended March31, 2008. Cash flow used in operating activities in the current period can be attributed to net losses.

Cash flow used in investingactivities was $254,221for the period from inception to March31, 2009. Cash flow used ininvestingactivities for the sixmonthsended March31, 2009 and 2008was $0.                   Cash flow provided by financing activities was $401,892for the period from inception to March31, 2009. Cash flow provided by financing activities for the sixmonthsended March31, 2009was $13,785as compared to $25,000for the sixmonthsended March31, 2008. Cash flow provided by financing activities in the current period was due to proceeds from loans payable.

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The Company’s current assets are insufficient to conduct its intended plan ofoperation over the next twelvemonths and it will have to realize debt or equity financing to fund its operations. We have no current commitments or arrangements with respect to funding or        immediate sources of funding. Further, no assurances can be given that funding would be available or available to us on acceptable terms. Therefore, our 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. Our inability to obtain funding would have a material adverse affect on our plan of operation.

The Company does not intend to pay cash dividends in the foreseeable future.         The Companyhasno lines of credit or other bank financing arrangements.          

The Company hasno commitments for future capital expenditures.          The Companyhas no defined benefit plan or contractual commitment with any of its officers or directors.

The Companyhas no current plans for the purchase or sale of any plant or equipment. The Companyhas no current plans to make any changes in the number of employees. 

***Off Balance Sheet Arrangements***

As of March31, 2009, 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 arematerial to stockholders.

***Going Concern***

The Company’s auditors have noted substantial doubt as to ourability to continue as a going concern as a result ofour dependence on raising capital to sustain operations, our failure to establishprofitable operations, andan accumulated deficit of $691,902 at September 30, 2008. Such deficithasincreased to $743,136 as of March31, 2009.Ourability to continue as a going concernrequires that we either realize net income from operations or obtainfunding from outside sources. Management’s plan to addressourability to continue as a going concern includes(i) obtaining funding from private placement sources,(ii) obtaining additional funding from the sale of the Company’s securities,(iii) establishing        revenues from prospective business opportunities,and(iv) obtaining loans and grants from various financial institutions where possible.Although management believes that theywill be able to obtainthe funding necessary for us to continue as agoing concernthere can be no assurances thatthe means for maintainingthis objectivewill prove successful.

***Critical Accounting Policies***

In the notes to the audited financial statements for the year ended September 30, 2008included in the Company’s Form 10-K,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.

 

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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*Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and elsewhere in this current report,with the        exception of historical facts, are forward looking statements. 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; and |
|--|----------------------------------------|--------------------------------------------------------------------------------|

|  | ·      | the volatility of the stock market and general economic conditions. |
|--|----------------------------------------|---------------------------------------------------------------------|

We wish to caution readers that our 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*included elsewhere        in this report. 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 as required by law.          

***Stock-Based Compensation***

We have adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments        of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under        Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. We use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. We have elected the modified        prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006, the first        day of our fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 werebased on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123.

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**Prior to the adoption of SFAS No 123R, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We applied the disclosure provisions of SFAS No.        123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of our employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.**

**We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated        fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.**

***Recent Accounting Pronouncements***

The Financial Accounting Standards Board (“FASB”) has issued Statement of Financial Accounting Standards (“SFAS”) No. 163, Accounting for Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60, Accounting and Reporting by Insurance Enterprises, applies to        financial guarantee insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate        credit deterioration in its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The Company is currently evaluating the impact of SFAS No. 163. 

In May 2008, FASB issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon        either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants.”                   Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. We will adopt FSP APB 14-1 beginning in the first        quarter of 2009, and this standard must be applied on a retrospective basis. We are evaluating the impact the adoption of FSP APB 14-1 will have on our financial position and results of operations.

On May 8, 2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental        entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. We do not expect SFAS 162 to have a material impact on the preparation of our financial statements.

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In April 2008, the FASB issued FSP No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142,        “Goodwill and Other Intangible Assets”. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption is prohibited. We are currently evaluating the impact, if any, that FSP 142-3 will have on our financial        statements.

**ITEM 3.     ****QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Not required.

**ITEM 4T.     ****CONTROLS AND PROCEDURES**

***Evaluation of Disclosure Controls and Procedures***

 

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under        the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to        allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures wereineffective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods        specified in the Commission’s rules and forms, and that such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

***Changes in Internal Control over Financial Reporting***

 

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during theperiodendedMarch31, 2009, that materially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.

**PART II****– OTHER INFORMATION**

**ITEM 1.     LEGAL PROCEEDINGS**

The Company is currently not a party to any pending legal proceeding.

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**ITEM 1A.     RISK FACTORS**

The Company’s operations and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our operations, business, financial condition and/or operating results as well as the future trading price and/or the value of our        securities.

**Risks Related to the Company’s Business**

 

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

The Company has neverrealized revenue from operations, resulting in continuing losses and an accumulated deficit of $743,136at March31, 2009. During the threemonths ended March31, 2009, we recorded a net loss of $28,198.We will continue to incur operating losses as we maintain our search for a suitable business opportunity and satisfy our ongoing disclosure requirements with the Securities and Exchange Commission (“Commission”). Such continuing losses could result in a decrease in share value.

***The Company’s limited financial resources cast severe doubt on our ability to acquire a profitable business opportunity.***

The Company’s future operation is dependent upon the acquisition of a profitable business opportunity. However, the prospect of such an acquisition is doubtful due to the Company’s limited financial resources. Since we have no current business opportunity, the Company is not in a position to improve this financial condition through debt or equity        offerings. Therefore, this limitation may act as a deterrent in future negotiations with prospective acquisition candidates. Should we be unable to acquire a profitable business opportunity the Company will, in all likelihood, be forced to cease operations.           

**Risks Related to the Company’s Stock**

***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.          

***The Company does not pay cash dividends.***

The Company does not pay cash dividends. We have not paid any cash dividends since inception and have no intention of paying any cash dividends in the foreseeable future. Any future dividends would be at the discretion of our board of directors and would depend on, among other things, future earnings, our operating and financial condition, our        capital requirements, and general business conditions. Therefore, shareholders should not expect any type of cash flow from their investment.

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***We incur significant expenses as a result of******the Sarbanes-Oxley Act of 2002******, which******expenses may continue to******negatively impact our financial        performance.***         We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. 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, hassubstantially        increased our expenses, including legal and accounting costs, and madesome activities more time-consuming and costly. Further, expenses related to our compliance may increase in the future, as legislation affecting smaller reporting companies comes into effect that may negatively impact our financial performance to the point of having a material adverse effect on our results of operations and financial condition.

***Our internal controls over financial reporting may not be considered effective******in the future******, 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 we arerequired to furnish a report by our management on our internal controls over financial reporting. Such report must 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 continue to assert that our internal controls are effective, ourinvestors could lose confidence in the accuracy and completeness of our financial reports, which in turn could        cause our stock price to decline.

***The Company’s shareholde******rs may face significant restrictions on their stock.***

The Company’s stock differs from many stocks in that it is a “penny stock.” The Commission has adopted a number of rules to regulate “penny stocks” including, but not limited to, those rules from the Securities Act as follows:          

3a51-1     which defines penny stock as, generally speaking,those securities which are not listed on either NASDAQ or a national securities exchange and are priced under $5, excluding securities of issuers that have net tangible assets greater than $2 million if they have been in operation at least        three years, greater than $5 million if in operation less than three years, or average revenue of at least $6 million for the last three years;

15g-1     which outlines transactions by broker/dealers which are exempt from 15g-2 through 15g-6 as those whose commissions from traders are lower than 5% total commissions;

15g-2      which details that brokers must disclose risks of penny stock on Schedule 15G;

15g-3      which details that broker/dealers must disclose quotes and other information relating to the penny stock market;

15g-4      which explains that compensation of broker/dealers must be disclosed;

15g-5      which explains that compensation of persons associated in connection with penny stock sales must be disclosed;

15g-6      which outlines that broker/dealers must send out monthly account statements; and

15g-9     which defines sales practice requirements. 

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Since the Company’s securities constitute a “penny stock” within the meaning of the rules, the rules would apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers, they may affect the ability of shareholders to sell their securities in any market that may develop; the rules themselves may limit the        market for penny stocks. Additionally, the market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may        fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all. 

Shareholders should be aware that, according to Commission Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. These patterns include: 

|  | ·      | control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------|

|  | ·      | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------|

|  | ·      | “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
|--|----------------------------------------|--------------------------------------------------------------------------------------------|

|  | ·      | the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

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-Kare listed in the *Index to Exhibits*on page 22of this Form 10-Q, and are incorporated herein by this reference.

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**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.          

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

/s/ Kurt Dalmata                              June 19, 2009

Kurt Dalmata

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

                    

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**INDEX TO****EXHIBITS**

***Exhibit       Description***

3(i)*             Articlesof 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 referencefrom ExhibitNo. 3(ii) of the Company's FormSB-2as filed with theCommission on May 9, 2006).

10(i)*          Business Combination Agreement among the Company, Electrolinks, and Power Grid, dated September 18, 2007 (incorporated by reference from the Form 8-K filed with the Commission on September 25, 2007).

10(ii) *          Amendment to the Business Combination Agreement dated November 9, 2007(incorporated by reference fromSchedule 14A, Exhibit B,filed with the Commission onJanuary 25, 2008).      

10(iii) *           Funding and Revenue Sharing Agreement dated December 31, 2007(incorporated by reference fromSchedule 14A, Exhibit C,filed with the Commission onJanuary 25, 2008). 

14 *               Code of Ethics, adopted as of December 21, 2007 (incorporated by reference from the Form 10-KSB filed with the Commission on December 26, 2007).

31           Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32      Certification of 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 to previous filings of the Company.

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