0001607062-14-000198.txt : 20141203 0001607062-14-000198.hdr.sgml : 20141203 20141202173929 ACCESSION NUMBER: 0001607062-14-000198 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20140930 FILED AS OF DATE: 20141203 DATE AS OF CHANGE: 20141202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 37 CAPITAL INC CENTRAL INDEX KEY: 0000825171 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16353 FILM NUMBER: 141261583 BUSINESS ADDRESS: STREET 1: SUITE 300, 570 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3P1 BUSINESS PHONE: 6046810204 MAIL ADDRESS: STREET 1: SUITE 300, 570 GRANVILLE STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3P1 FORMER COMPANY: FORMER CONFORMED NAME: High 5 Ventures Inc. DATE OF NAME CHANGE: 20120905 FORMER COMPANY: FORMER CONFORMED NAME: Kokomo Enterprises Inc. DATE OF NAME CHANGE: 20090429 FORMER COMPANY: FORMER CONFORMED NAME: Zab Resources Inc. DATE OF NAME CHANGE: 20070321 6-K 1 jjj112014form6k.htm FORM 6-K

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2014

Commission File # 0-16353

37 Capital Inc.

Suite 300, 570 Granville Street

Vancouver, British Columbia

Canada V6C 3P1

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________

-1-

• EXHIBITS

Exhibit 33.1 Certification of CEO, (September 30^th, 2014 Financial Statements);

Exhibit 33.2 Certification of CFO, (September 30^th, 2014 Financial Statements);

Exhibit 99.1 Condensed Interim Unaudited Financial Statements, September 30^th, 2014;

Exhibit 99.2 Interim MD&A, September 30^th, 2014;

-2-

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.

			37 Capital Inc,

			By: “Bedo H. Kalpakian”
			(signature)
			President & Director

	Date: December 2^nd, 2014

-3-

EX-33.1 2 jjj112014form6k_ceocert.htm CERTIFICATION OF CEO

CERTIFICATION PURSUANT TO

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

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

I, Bedo H. Kalpakian, certify that:

I have reviewed these financial statements for the period ended September 30^th, 2014 on Form 6-K of 37 Capital Inc.

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

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

The company’s other certifying officer(s) and I, ,are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

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

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

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

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

The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, , to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: December 2^nd, 2014

“Bedo H. Kalpakian
Bedo H. Kalpakian
Chief Executive Officer

EX-33.2 3 jjj112014form6k_cfocert.htm CERTIFICATION OF CFO

CERTIFICATION PURSUANT TO

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

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

I, Bedo H. Kalpakian, certify that:

I have reviewed these financial statements for the period ended September 30^th, 2014 on Form 6-K of 37 Capital Inc.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: December 2^nd, 2014

“Bedo H. Kalpakian
Bedo H. Kalpakian
Chief Financial Officer

EX-99.1 4 jjj112014form6k_fs.htm INTERIM FINANCIAL STATEMENTS

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Condensed Interim Unaudited Financial Statements

Nine Months Ended September 30, 2014 and 2013

(Expressed in Canadian Dollars)

Index		Page

Notice of No Auditor Review		1

Financial Statements

Balance Sheets		2
Statements of Comprehensive Loss		3
Statements of Changes in Stockholders’ Equity (Deficiency)		4
Statements of Cash Flows		5
Notes to Financial Statements		6 - 23

Notice of No Auditor Review of Condensed Interim Financial Statements

In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed these unaudited Condensed Interim Financial Statements as at September 30, 2104 and for the nine months ended September 30, 2014 and 2013.

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Condensed Interim Balance Sheets

(Expressed in Canadian Dollars)

	September 30, 2014		December 31, 2013

Assets

Current
Cash	$	1,260	$	2,923
GST/HST receivable		2,525		1,601

Total Current Assets		3,785		4,524
Mineral Property Interests (note 6)		1		1
Investment (note 7)		849,200		849,200

Total Assets	$	852,986	$	853,725

Liabilities

Current
Accounts payable and accrued liabilities	$	90,599	$	100,261
Due to related parties (note 10)		258,104		137,470
Convertible debentures (note 9)		100,846		95,438

Total Liabilities		449,549		333,169

Stockholders’ Equity (Deficiency)

Capital Stock (note 8)		25,272,401		25,272,401
Equity Portion of Convertible Debentures Reserve (note 9)		5,712		5,712
Reserves		37,185		37,185
Deficit		(24,911,861)		(24,794,742)

Total Stockholders’ Equity (Deficiency)		403,437		520,556

Total Liabilities and Stockholders’ Equity (Deficiency)	$	852,986	$	853,725

On behaf of the Board:

“Bedo H. Kalpakian” (signed)
	Director
Bedo H. Kalpakian

“Gregory T. McFarlane” (signed)
	Director
Gregory T. McFarlane

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Condensed Interim Statements of Comprehensive Loss

(Expressed in Canadian Dollars)

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2014			2013	2014		2013

Revenues
Royalty revenues (Note 7)	$	1,050	$	-	$	36,796	$	-

Expenses
Consulting		-		6,400		-		51,836
Finance, interest and foreign exchange (note 9)		8,580		45,022		25,178		92,590
Legal, accounting and auditing		1,648		-		4,148		6,860
Management fees (notes 10 and 12)		15,000		1,500		18,000		4,500
Office (note 10 and 12)		24,340		24,680		76,888		77,106
Regulatory and transfer fees		4,719		3,631		6,496		5,662
Rent (note 10 and 12)		6,866		5,970		18,804		11,949
Shareholder communication		-		880		-		880
Telephone, travel, meals and entertainment		313		2,220		4,401		5,321
		61,466		90,303		153,915		256,704
Net Loss and Comprehensive Loss for the Period	$	(60,416)	$	(90,303)	$	(117,119)	$	(256,704)

Basic and Diluted Loss per Common Share	$	(0.06)	$	(0.13)	$	(0.11)	$	(0.51)

Weighted Average Number of Common Shares Outstanding		1,067,724		675,587		1,067,724		503,636

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Condensed Interim Statements of Changes in Stockholders’ Equity (Deficiency)

(Expressed in Canadian Dollars)

	Capital Stock			Equity Portion		Reserves						Total
	Common Shares	Amount		of Convertible Debentures Reserve		Warrants		Options		Deficit		Stockholders’ Equity (Deficiency)

Balance, January 1, 2013	184,168	$	24,117,881	$	-	$	10,834	$	-	$	(24,480,711)	$	(351,996)

Net loss for the period	-		-		-		-		-		(256,704)		(256,704)
Private placement, net of share issuance costs	270,833		240,750		-		-		-		-		240,750
Convertible debentures	-		-		58,364								58,364
Shares issued on conversion of debentures	610,724		910,770		(52,652)		-		-		-		858,118
Shares issued for debenture commissions	2,000		3,000		-		-		-		-		3,000
Warrants issued for debenture commissions	-		-		-		5,115		-		-		5,115
Expiry of warrants	-		-		-		(10,000)		-		10,000		-
Share-based payment	-		-		-		-		31,236		-		31,236
Balance, September 30, 2013	1,067,725		25,272,401		5,712		5,949		31,236		(24,727,415)		587,883

Net loss for the period	-		-		-		-		-		(67,327)		(67,327)
Balance, December 31, 2013	1,067,725		25,272,401		5,712		5,949		31,236		(24,794,742)		520,556

Net loss for the period	-		-		-		-		-		(117,119)		(117,119)
Adjustment of common shares due to fractional rounding
pursuant to share consolidation	(1)		-		-		-		-		-		-
Balance, September 30, 2014	1,067,724	$	25,272,401	$	5,712	$	5,949	$	31,236	$	(24,911,861)	$	403,437

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Condensed Interim Statements of Cash Flows

(Expressed in Canadian Dollars)

	Nine Months Ended
	September 30, 2014		September 30, 2013

Operating Activities
Net loss	$	(117,119)	$	(256,704)
Items not involving cash
Finance expense		4,710		12,588
Interest expense on convertible debentures		698		72,657
Share-based payment (note 8d)		-		31,236
		(111,711)		(140,223)

Changes in non-cash working capital (note 11)		110,048		(241,292)

Cash Used in Operating Activities		(1,663)		(381,515)

Financing Activities
Issue of common shares and warrants, net of share issuance costs		-		240,750
Issuance of convertible debentures		-		927,000

Cash Provided by Financing Activities		-		1,167,750

Investing Activity
Investment		-		(782,200)

Cash Provided by Investing Activities		-		(782,200)

Net Increase (Decrease) in Cash		(1,663)		4,035
Cash (Cheques Issued in Excess of Funds on Deposit), Beginning of Period		2,923		(823)

Cash, End of Period	$	1,260	$	3,212

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

NATURE OF BUSINESS

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

On July 7, 2014, the Company changed its name from High 5 Ventures Inc. (“High 5”) to 37 Capital Inc. (“37 Capital” or the “Company”), and the Company consolidated its capital stock on the basis of 6 (old) High 5 shares for 1 (new) 37 Capital share. The Cusip number of the Company’s common shares is 88429G102. The shares of 37 Capital trade on the Canadian Securities Exchange under the symbol “JJJ”, and in the USA, the shares of 37 Capital trade on the OTCQB tier of the OTC markets under the symbol “HHHEF”. The Company’s office is located at 300 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at 1600 – 609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1C3.

GOING CONCERN

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

Several adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred $117,119 of net loss and comprehensive loss during the past nine months (September 30, 2013 - $256,704) and has net loss and comprehensive loss over the past two fiscal years (2013 - $324,031; 2012 - $163,147), has a deficit of $24,911,861 as at September 30, 2014 (December 31, 2013 - $24,794,742; December 31, 2012 - $24,480,711), has a working capital deficiency of $344,918 (December 31, 2013- $328,645; December 31, 2012 - $351,997), has limited resources, limited sources of operating cash flow and no assurances that sufficient funding will be available to continue operations for an extended period of time. The Company is in the exploration stage, and accordingly, has not yet commenced revenue-producing operations.

The application of the going concern concept is dependent upon the Company’s ability to satisfy its liabilities as they become due. Management is actively engaged in the review and due diligence on opportunities of merit and is seeking to raise the necessary capital to meet its funding requirements. There can be no assurance that management’s plan will be successful.

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

BASIS OF PRESENTATION

(a)

Statement of compliance

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

These condensed interim consolidated financial statements were prepared in accordance with International Accounting Standard 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements.

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

BASIS OF PRESENTATION (Continued)

(b)

Basis of presentation

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

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

(c)

Approval of the financial statements

The financial statements of 37 Capital for the nine months ended September 30, 2014 were approved and authorized for issue by the Board of Directors on November 14, 2014.

(d)

Use of estimates

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The key area of judgment applied in the preparation of the financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities is as follows:

The carrying value of the mineral property interests and the recoverability of the carrying value

Assets or cash-generating units are evaluated at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company’s mineral property interests.

In respect of costs incurred for its investment in mineral property interests, management has determined the acquisition and exploration and evaluation costs that have been capitalized are no longer economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geologic and metallurgic information, economics assessment/studies, accessible facilities and existing permits.

The determination of when an investment is impaired requires significant judgment. In making this judgment, the Company evaluates, amongst other things, the duration and extent to which the fair value of the investment is less than its original cost at each reporting period.

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

3. BASIS OF PRESENTATION (Continued)

(d) Use of estimates (Continued)

The key estimates applied in the preparation of the financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities are as follows:

The provision for income taxes and recognition of deferred income tax assets and liabilities;

The recoverability of investments;

The inputs in determining the bifurcation of unit offerings into the different equity components; and

The inputs in determining the liability and equity components of the convertible debentures issued.

SIGNIFICANT ACCOUNTING POLICIES

(a)

Financial instruments

(i)

Financial assets

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

Fair value through profit or loss

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

Loans and receivables

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

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(a)

Financial instruments (Continued)

(i)

Financial assets (Continued)

Held-to-maturity

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

Available-for-sale

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

(ii)

Financial liabilities

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

Fair value through profit or loss

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

Other financial liabilities

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

(iii)

Impairment

The Company assesses at each balance sheet date whether there is objective evidence that financial assets, other than those designated as FVTPL, are impaired. When impairment has occurred, the cumulative loss is recognized in the statement of comprehensive loss. For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to the statement of comprehensive loss in the period.

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b)

Mineral property interests

Costs directly related to the acquisition, exploration and evaluation of resource properties are capitalized once the legal rights to explore the resource properties are acquired or obtained. When the technical and commercial viability of a mineral resource has been demonstrated and a development decision has been made, the capitalized costs of the related property are transferred to mining assets and depreciated using the units of production method on commencement of commercial production.

If it is determined that capitalized acquisition, exploration and evaluation costs are not recoverable, or the property is abandoned or management has determined impairment in value, the property is written down to its recoverable amount.

From time to time, the Company acquires or disposes of properties pursuant to the terms of option agreements. Options are exercisable entirely at the discretion of the optionee, and accordingly, are recorded as mineral property costs or recoveries when the payments are made or received. After costs are recovered, the balance of the payments received is recorded as a gain on option or disposition of mineral property.

Once the technical feasibility and commercial viability of the extraction of mineral resources are demonstrable, mineral property interests attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property and equipment. To date, none of the Company’s mineral property interests has demonstrated technical feasibility and commercial viability. The recoverability of the carrying amount of any mineral property interests is dependent on successful development and commercial exploitation or, alternatively, sale of the respective areas of interest.

(c)

Impairment

At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(d)

Decommissioning liabilities

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

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

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

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

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

(e)

Income taxes

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

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

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

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(f)

Share-based payments

The Company grants stock options to acquire common shares of the Company to directors, officers, employees and consultants. The fair value of share-based payments to employees is measured at grant date, using the Black-Scholes option pricing model, and is recognized over the vesting period for employees using the graded method. Fair value of share-based payments for non-employees is recognized and measured at the date the goods or services are received based on the fair value of the goods or services received. If it is determined that the fair value of goods and services received cannot be reliably measured, the share-based payment is measured at the fair value of the equity instruments issued using the Black-Scholes option pricing model.

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

(g)

Convertible debentures

The liability component of convertible debentures is recognized initially at the fair value of a similar liability that does not have a conversion option. The equity component is recognized initially, net of deferred income taxes, as the difference between the fair value of the convertible debenture as a whole and the fair value of the liability component. Transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of the convertible debenture is measured at amortized cost using the effective interest method. The equity component is not re-measured subsequent to initial recognition.

(h)

Earnings (loss) per share

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

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(i)

Capital stock

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

(j)

Foreign currency translation

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

(i)

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

(ii)

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

(iii)

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

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

(k)

New accounting pronouncements

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

IFRS 9 Financial Instruments (2009)

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

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

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

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

The IASB has indefinitely postponed the mandatory adoption date of this standard.

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(k) New accounting pronouncements (Continued)

IFRS 9 Financial Instruments (2010)

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

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

The IASB has indefinitely postponed the mandatory adoption date of this standard.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a)

Risk management overview

The Company's activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk. This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. The Company employs risk management strategies and policies to ensure that any exposure to risk is in compliance with the Company's business objectives and risk tolerance levels. While the Board of Directors has the overall responsibility for the Company's risk management framework, the Company's management has the responsibility to administer and monitor these risks.

(b)

Fair value of financial instruments

The fair values of cash, accounts payable and accrued liabilities, convertible debentures and due to related parties approximate their carrying values due to the short-term maturity of these instruments.

Fair value hierarchy

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

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

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

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

The Company’s convertible debentures and investments are considered level 2 and level 3, respectively, of the fair value hierarchy.

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

5. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)

(c)

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

The financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.

(d)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meets its financial obligations as they are due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due.

(e)

Market risk

Market risk is the risk that changes in market prices, such as interest rates, and foreign exchange rates will affect the Company's net earnings or the value of financial instruments. As at September 30, 2014, the Company is not exposed to significant interest rate risk, currency risk or other price risk on its financial assets and liabilities due to the short term maturity of its financial liabilities and fixed interest rate on the convertible debentures.

MINERAL PROPERTY INTERESTS

	Extra High Property

Balance, December 31, 2010	$	151,340
Impairment of mineral property interests		(151,339)

Balance, December 31, 2011, 2012, 2013 and
September 30, 2014	$	1

(a)

Extra High Property

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

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

6. MINERAL PROPERTY INTERESTS (Continued)

(a) Extra High Property (Continued)

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

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

Neither the Company nor the operator of the property has incurred any meaningful exploration or evaluation expenditures in recent years with respect to the Extra High Property. Accordingly, the Company recognized an impairment provision of $151,339 to reduce the carrying amount to $1 during the year ended December 31, 2011. If there is an indication in the future that the impairment loss recognized no longer exists or has decreased, the recoverable amount will be estimated and the carrying value of the property will be increased to its recoverable amount.

Acquisition and exploration and evaluation costs incurred in the Extra High Property are as follows:

	2014		2013		2012		Cumulative to September 30, 2014

Acquisition (property option payments)	$	-	$	-	$	-	$	150,000
Expenditures during the year
Staking		-		-		-		3,639
Assessment and miscellaneous		-		-		-		10,311
Geological, geochemical, trenching and drilling		-		-		-		431,160
Colt property option payments		-		-		-		(443,770)
Impairment		-		-				(151,339)

	$	-	$	-	$	-	$	1

(b)

Ontario Lithium Properties (Mineral Leases)

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

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

6. MINERAL PROPERTY INTERESTS (Continued)

(c)

Realization of assets

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

(d)

Title and environmental

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

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

The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company. As at September 30, 2014, the Company has no material decommissioning obligations.

INVESTMENT

In April 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company has agreed to purchase a royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican land based casino for a purchase price of $800,000. As of September 30, 2014, the Company invested $800,000, advanced $49,200, and recognized $36,796 in royalty revenues.

CAPITAL STOCK

(a)

Authorized

Unlimited number of common and preferred shares without par value. As of September 30, 2014, there are no preferred shares issued.

(b)

Issued

All common shares and per share amounts have been restated to give retroactive effect to the 6:1 share consolidation, which took effect on July 7, 2014 (note 1).

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

8. CAPITAL STOCK (Continued)

(b)

Issued (Continued)

There were no share financings during the nine months period ended September 30, 2014.

During 2013, the following share financings occurred:

· On January 7, 2013, the Company closed the first tranche of the non-brokered private placement (announced in 2012) and issued an aggregate 125,833 units at $0.90 per unit for gross proceeds of $113,250. Each unit consists of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at an exercise price of $1.50 until January 7, 2016.

· On January 28, 2013, the Company closed the second tranche of the non-brokered private placement (announced in 2012) and issued an aggregate 108,333 units at $0.90 per unit for gross proceeds of $97,500. Each unit consists of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at an exercise price of $1.50 until January 28, 2016.

· On March 4, 2013, the Company closed the third tranche of the non-brokered private placement (announced in 2012) and issued an aggregate 16,667 units at $0.90 per unit for gross proceeds of $15,000. Each unit consists of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at an exercise price of $1.50 until March 4, 2016. In connection to the closing of the third tranche of the non-brokered private placement, the Company issued 1,667 common shares as finder’s fees fair valued at $1,500.

· On May 1, 2013, the Company closed the fourth tranche of the non-brokered private placement (announced in 2012) and issued an aggregate 16,667 units at $0.90 per unit for gross proceeds of $15,000. Each unit consists of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at an exercise price of $1.50 until May 1, 2016. In connection to the closing of the fourth tranche of the non-brokered private placement, the Company issued 1,667 common shares as finder’s fees fair valued at $1,500.

(c)

Warrants

Warrants activity for the nine months ended September 30, 2014 are as follows:

	Number of Warrants	Weighted Average Exercise Price

Balance, January 1, 2013	35,371	$ 10.56
Issued	270,835	$ 1.50
Expired	(12,223)	$ 1.50

Balance, December 31, 2013 and September 30, 2014	293,983	$ 2.09

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

8. CAPITAL STOCK (Continued)

(c)

Warrants (Continued)

At September 30, 2014 and 2013, the following warrants were outstanding:

	Exercise		Number of Warrants
Expiry Date	Price		2014	2013

December 2, 2014	$	9.00	22,222	22,222
December 22, 2014	$	9.00	926	926
January 7, 2016	$	1.50	125,834	125,834
January 28, 2016	$	1.50	108,334	108,334
March 4, 2016	$	1.50	16,667	16,667
May 1, 2016	$	1.50	16,667	16,667
July 23, 2018	$	1.50	3,333	3,333

			293,983	293,983

(d)

Stock options

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

Options activity for the nine months ended September 30, 2014 are as follows:

	Number of Options	Weighted Average Exercise Price

Balance, January 1, 2013	-	$	-
Granted	33,334	$	1.20

Balance, December 31, 2013 and September 30, 2014	33,334	$	1.20

In 2011, the Company granted 1,333 stock options with an exercise price of $13.50 per share, which were exercisable up to June 1, 2012. In respect to the stock option grant is a cash settlement option that allowed the option holder to receive $3,250 if the stock options were not exercised by the expiry date. The fair value of the options granted during 2011 has been calculated based on the cash settlement value of $3,250 and has been included in mineral property evaluation costs. The balance has been reflected as an accrual and is included in accounts payable and accrued liabilities. On June 1, 2012, the 1,333 stock options expired unexercised.

During 2013, a total of 33,334 stock options have been granted to consultants exercisable at a price of $1.20 per share which expire on March 18, 2016 as to 21,667 stock options and May 15, 2016 as to 11,667 stock options.

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

8. CAPITAL STOCK (Continued)

(d)

Stock options (Continued)

The weighted average remaining contractual life for options outstanding at September 30, 2014 is 1.52 years.

During the period ended September 30, 2014, share-based payments of $nil (September 30, 2013 - $31,236) were recognized as consulting expenses for options granted to consultants.

CONVERTIBLE DEBENTURES FINANCING

On April 22, 2013, the Company closed the first tranche of the convertible debenture financing with two arm’s length parties for a total amount of $150,000. The amount of $140,476 has been recorded under convertible debentures and the amount of $9,524 has been recorded under Equity Portion of Convertible Debenture Reserve.

On April 14, 2013, the Company closed the second tranche of the convertible debenture financing with seven arm’s length parties for a total amount of $525,000. In connection with this second tranche closing, the Company has made a cash payment of $38,000 as finder’s fee to an arm’s length party. The amount of $491,665 has been recorded under convertible debentures and the amount of $33,335 has been recorded under Equity Portion of Convertible Debenture Reserve.

On June 10, 2013, the Company closed the third tranche of the convertible debenture financing with an arm’s length party for the amount of $100,000. In connection with this third tranche closing, the Company has made a cash payment of $8,000 as finder’s fee to an arm’s length party. The amount of $93,650 has been recorded under Convertible debentures and the amount of $6,350 has been recorded under Equity Portion of Convertible Debenture Reserve.

On June 26, 2013, the Company closed the fourth tranche of the convertible debenture financing with three arm’s length parties for a total amount of $150,000. The amount of $140,461 has been recorded under convertible debentures and the amount of $9,539 has been recorded under Equity Portion of Convertible Debenture Reserve.

On July 23, 2013, the Company closed the fifth tranche of the convertible debenture financing with an arm’s length party for the amount of $50,000. In connection with this fifth tranche closing, as finder’s fee, the Company has made a cash payment of $2,000 and the Company has issued 2,000 common shares at $1.50 per share fair valued at $3,000 and 3,333 agent warrants at an exercise price of $1.50 until July 23, 2018 to an arm’s length party fair valued at $5,115. The amount of $46,820 has been recorded under convertible debentures and the amount of $3,180 has been recorded under Equity Portion of Convertible Debenture Reserve.

The convertible debentures have a maturity date of 18 months from the date of closing, and bear interest at the rate of 15% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $1.50 per share. The liability component of the convertible debenture was recognized initially at the fair value of a similar liability that does not have an equity conversion option, which was calculated based on the application of a market interest rate of 20%. The difference between the $975,000 face value of the debentures and the fair value of the liability component was recognized in equity. Commission costs directly attributable to the offering of $56,115 were allocated to the liability and equity components of the debenture proportionately at $52,551 and $3,564, respectively. The discount on the debentures is being accreted such that the liability component will equal the face value of the debentures at maturity plus accrued interest.

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

CONVERTIBLE DEBENTURES FINANCING (Continued)

On September 4, 2013, the Company elected to convert the principal amount of certain convertible debentures together with their corresponding accrued interest into common shares of the Company. Specifically, the Company has issued 610,724 common shares to these twelve arm’s length parties in full satisfaction of the Company’s obligations to those twelve arm’s length parties pursuant to the convertible debentures.

As at September 30, 2014, the amount of $100,846 has been recorded as Convertible Debentures (Liability Portion) and the amount of $5,712 has been recorded as Convertible Debentures (Equity Portion).

10.

RELATED PARTY TRANSACTIONS

The Company shares office space with Las Vegas From Home.com Entertainment Inc. (“Las Vegas”) and Green Arrow Resources Inc. (“Green Arrow”), companies related by common key management and personnel.

The amounts due from/(due to) related parties are unsecured, payable on demand as at September 30, which consist of the following:

	2014		2013

Advances from directors (interest at prime plus 1%)	$	(128,487)	$	(44,286)
Entities controlled by directors (non-interest-bearing)		(129,617)		11,125

	$	(258,104)	$	(33,161)

During the nine months ended September 30, the following amounts were charged by related parties.

	2014		2013

Interest charged on amounts due to related parties	$	3,505	$	583
Rent charged by entities with common directors (note 12(c))		18,804		11,949
Office expenses charged by an entity with common directors and other expenses paid by an entity with common directors on behalf of the Company (note 12(b))		66,635		44,536
Other expenses paid on behalf of entities
with common directors		4,232		5,950

The remuneration of directors and key management personnel as at September 30, is as follows:

	2014		2013

Management fees (note 12(a))	$	18,000	$	4,500

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

11.

CHANGES IN NON-CASH WORKING CAPITAL

	September 30, 2014		September 30, 2013

GST/HST receivable	$	(924)	$	10,877
Accounts payable and accrued liabilities		(9,662)		(52,892)
Due to related parties		120,634		(199,277)

	$	110,048	$	(241,292)

12. COMMITMENTS

(a)

The Company has an agreement for management services (the “Management Services Agreement”) with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”), a private company owned by two directors of the Company. As of July 1, 2014, the Company is entitled to receive management services from Kalpakian Bros. at a monthly rate of $5,000 plus applicable taxes. The Management Services Agreement is renewable on an annual basis, and either party may terminate the Management Services Agreement at any time by giving three months’ notice in writing to the other party.

(b)

The Company has an agreement for office support services with Las Vegas. Under the agreement, the Company is entitled to receive office support services from Las Vegas at a monthly rate of $7,000 plus applicable taxes. The agreement expires on April 30, 2015. The agreement can be terminated by either party upon giving three months’ written notice.

(c)

The Company, together with Las Vegas and Green Arrow, have entered into an office lease agreement with an arm’s length party for office space effective as of August 1, 2014 for a one year period. Under the office lease agreement, the three companies are required to pay a monthly base rent of $7,769.25 plus property and operating expenses for the leased premises. A lease deposit of $10,000 has been made by Las Vegas.

13.

CAPITAL MANAGEMENT

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

The Company’s objective when managing capital is to maintain adequate levels of funding to support the acquisition, exploration and, if warranted, the development of mineral properties, to invest in non-mining related projects and to maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity financing. Future financings are dependent on market conditions and there can be no assurance that the Company will be able to raise funds in the future. There were no changes to the Company’s approach to capital management during the period ended September 30, 2014. The Company is not subject to externally imposed capital requirements.

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Notes to Condensed Interim Financial Statements

Nine months ended September 30, 2014

(Expressed in Canadian Dollars)

14.

SEGMENTED INFORMATION

The Company operates in a single reportable operating segment, being the exploration and development of mineral properties. The mineral properties interest as of September 30, 2014 and 2013 are located in Canada. However, as of September 30, 2014 the Company has a minority investment in a non-mining related project located in Mexico. Substantially all of the Company’s other assets are located, and expenditures were incurred in Canada.

15.

EVENTS AFTER THE REPORTING PERIOD

On November 10, 2014 the Company received royalty revenues in the amount of $14,986 from the Company’s investment in the Mexican gaming company.

EX-99.2 5 jjj112014form6k_mda.htm INTERIM MD&A

Form 51-102F1

37 CAPITAL INC.

(formerly High 5 Ventures Inc.)

Management’s Discussion & Analysis

Condensed Interim Financial Statements (Unaudited) for the

Nine months ended September 30, 2014

The following discussion and analysis of the financial condition and financial position and results of operations of 37 Capital Inc. (the “Company” or “37 Capital”) should be read in conjunction with the condensed interim unaudited financial statements for the nine months ended September 30, 2014 and 2013 and notes thereto.

These financial statements, including comparatives, have been prepared using accounting policies in compliance with International Financing Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company’s financial statements are expressed in Canadian (CDN) Dollars which is the Company’s functional currency. All amounts in this MD&A are in CDN dollars unless otherwise stated.

The following information is prepared as at November 14, 2014.

Forward-Looking Statements

Certain statements contained herein are “forward-looking” and are based on the opinions and estimates of management, or on opinions and estimates provided to and accepted by management. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied. Readers are therefore cautioned not to place reliance on any forward-looking statement.

Description of Business

The Company is a junior mineral exploration company.

37 Capital is a reporting issuer in the Provinces of British Columbia, Alberta, Quebec and Ontario and files all public documents, including an AIF in its alternate form, on www.Sedar.com . The Company is a foreign private issuer in the United States of America and in this respect files, on EDGAR, its Annual Report on Form 20-F and other reports on Form 6K. The following link, http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=825171 will give you direct access to the Company’s filings with the United States Securities and Exchange Commission (“U.S. SEC”).

Results of Operations

Effective July 7, 2014, the Company changed its name from High 5 Ventures Inc. (“High 5”) to 37 Capital Inc. (“37 Capital”) and consolidated its share capital on the basis of six (6) old High 5 common shares for one (1) new 37 Capital common share. The common shares of the Company trade on the Canadian Securities Exchange (CSE) under the symbol “JJJ”, and in the USA, the Company's common shares trade on the OTCQB tier of the OTC markets under the trading symbol “HHHEF”. The Cusip number of the Company’s common shares is 88429G102. The Company’s office is located at 300 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at Suite 1600 – 609 Granville Street, Vancouver, BC, V7Y 1C3. The Company’s registrar and transfer agent is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9.

All common shares and per share amounts have been restated to give retroactive effect to the 6:1 share consolidation, which took effect on July 7, 2014.

On July 21, 2014, the Company granted a General Power of Attorney to Mr. Luc Pelchat of Mexico so that he may act on behalf of the Company in respect to all legal and administrative matters in Mexico. Subsequently, on November 14, 2014, the Company formally revoked the General Power of Attorney that was granted to Mr. Luc Pelchat.

At the Annual General Meeting of the Company’s shareholders which was held on September 18, 2014, the shareholders received the Audited Financial Statements for the fiscal year ended December 31, 2013 and the Auditor’s Report thereon; fixed the number of Directors for the ensuing year at four; elected Bedo H. Kalpakian, Jacob H. Kalpakian, Gregory T. McFarlane and Fred A.C. Tejada as Directors of the Company; re-appointed the Company’s Auditor, Smythe Ratcliffe LLP, Chartered Accountants for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor, re-approved the Company’s 2004 Stock Option Plan, and approved and adopted Amendments to the Company’s Articles to implement Advance Notice Provisions.

On June 1, 2011, the Company entered into an Investor Relations Agreement with an arm’s length party in Germany (the “Arm’s Length Party”) for a period of four months for a cash consideration of US $750 and the granting of 1,333 incentive stock options exercisable at the price of $13.50 per common share which have expired unexercised as of June 1, 2012. Due to the fact that the Arm’s Length Party did not exercise its incentive stock options, the Company is obligated to make a cash payment of US $3,250 to the Arm’s Length Party.

-1-

For the nine months ended September 30, 2014:-

•

The Company’s operating expenses were $153,915 as compared to $256,704 for the corresponding period in 2013. The reason for the decrease in the Company’s operating expenses during the nine months ended September 30, 2014 was mainly due to the decrease in Finance, interest and foreign exchange expenses.

•

The Company recorded a net loss and comprehensive loss of $117,119 as compared to a net loss and comprehensive loss of $256,704 during the corresponding period in 2013. The main reason why the Company’s net loss and comprehensive loss was lower during the nine months ended September 30, 2014 as compared to the corresponding period in 2013 is because the Company recorded royalty revenues of $36,796 during the nine months ended September 30, 2014 as compared to $nil during the corresponding period in 2013, and the Company recorded $nil for consulting fees during the nine months ended September 30, 2014 as compared to $51,836 during the corresponding period in 2013.

•

The Company’s basic and diluted loss per common share was $0.11 as compared to a basic and diluted loss of $0.51 during the corresponding period in 2013.

•

The Company’s total assets were $852,986 as compared to $787,242 during the corresponding period in 2013.

•

The Company’s total liabilities were $449,549 as compared to $199,359 during the corresponding period in 2013.

•

The Company had a working capital deficiency of $344,918 as compared to a working capital of $106,670 during the corresponding period in 2013.

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

Mineral Properties

Extra High Property

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

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

-2-

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

As at the date of this MD&A, the Company holds a 33% undivided interest in the Extra High Property.

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

Acquisition, exploration and evaluation costs incurred in the Extra High Property are as follows:

	2014		2013		2012		Cumulative to September 30, 2014

Acquisition (property option payments)	$	-	$	-	$	-	$	150,000
Expenditures during the year
Staking		-		-		-		3,639
Assessment and miscellaneous		-		-		-		10,311
Geological, geochemical, trenching and drilling		-		-		-		431,160
Colt property option payments		-		-		-		(443,770)
Impairment		-		-				(151,339)

	$	-	$	-	$	-	$	1

On August 1, 2014, the Company entered into a Property Option Agreement with Green Arrow Resources Inc. (“Green Arrow”), a related company by certain common directors and officers, whereby Green Arrow was granted an irrevocable and exclusive right and option to acquire the Company’s 33% right, title and interest in the Extra High Property. Subsequently, on September 24, 2014, the Property Option Agreement was terminated by mutual consent.

2. Ontario Lithium Properties (Mineral Leases)

-3-

Third Quarter (September 30, 2014)

During the three months [third quarter] period ended September 30, 2014:

The Company had a net loss and comprehensive loss of $60,416 or $0.06 per share as compared to a net loss and comprehensive loss of $90,303 or $0.13 per share during the same three month [third quarter] ended September 30, 2013. The main reason for the Company’s lower net loss and comprehensive loss for the three months ended September 30, 2014 is because of the decrease in Finance, interest and foreign exchange expenses to $8,580 as compared to $45,022 for the corresponding period in 2013.

The Company’s Operating costs were $61,466 as compared to $90,303 for the same period in 2013. The reason for the decrease in the Company’s operating expenses during the three months ended September 30, 2014 is mainly due to the decrease of finance, interest and foreign exchange expenses to $8,580 as compared to $45,022 for the corresponding period in 2013.

Summary of Quarterly Results

For the Quarterly Periods ended:		September 30, 2014	June 30, 2014	March 31, 2014	December 31, 2013
Total Revenues	$	1,050	35,746	0	0
Net loss and comprehensive loss		(60,416)	(15,456)	(41,247)	(67,327)
Loss per common share		(0.06)	(0.01)	(0.04)	(0.06)

For the Quarterly Periods ended:		September 30, 2013	June 30, 2013	March 31, 2013	December 31, 2012
Total Revenues	$	0	0	0	0
Net loss and comprehensive loss		(90,303)	(124,797)	(41,604)	(43,951)
Loss per common share		(0.13)	(0.28)	(0.11)	(0.24)

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

-4-

Risks related to our Business

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

The Company has recently started generating some nominal revenues however the Company does not anticipate generating any meaningful revenues in the foreseeable future. Should the Company generate any meaningful revenues, then the Company intends to retain its earnings in order to finance growth. Furthermore, the Company has not paid any dividends in the past and does not expect to pay any dividends in the future.

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

Governmental regulations, including those regulations governing the protection of the environment, taxes, labour standards, occupational health, waste disposal, mine safety and other matters, could have an adverse impact on the Company.

Trading in the common shares of the Company may be halted or suspended or may be subject to cease trade orders at any time and for any reason, including the failure by the Company to submit documents to the Regulatory Authorities within the required time periods.

The exploration of mineral properties involves significant risks which even experience, knowledge and careful evaluation may not be able to avoid. The prices of metals have fluctuated widely, particularly in recent years as it is affected by numerous factors which are beyond the Company’s control including international, economic and political trends, expectations of inflation or deflation, currency exchange fluctuations, interest rate fluctuations, global or regional consumptive patterns, speculative activities and increased production due to new extraction methods. The effect of these factors on the price of metals, and therefore the economic viability of the Company’s interests in mineral exploration properties cannot be accurately predicted. Furthermore, changing conditions in the financial markets, and Canadian Income Tax legislation may have a direct adverse impact on the Company’s ability to raise funds for its interests in mineral exploration properties. A drop in the availability of equity financings will likely impede spending on mineral properties. As a result of all these significant risks, it is quite possible that the Company may lose all its investments in the Company’s interests in mineral properties.

In respect to the Company’s investment in the Mexican gaming company, there are no assurances whatsoever that the Company shall regularly receive casino royalty revenues from the Mexican land based casino. The Company may write-off the Company’s investment in the Mexican gaming company if the Company does not regularly receive casino royalty revenues from the Company’s investment in the Mexican gaming company.

Liquidity and Capital Resources

The Company has incurred operating losses over the past three fiscal years, has limited resources, and limited sources of operating cash flow.

-5-

During 2014, the Company shall require at least $350,000 so as to conduct its operations uninterruptedly. In order to meet this requirement, the Company intends to seek equity and/or debt financings through private placements and/or public offerings and/or loans. In the past, the Company has been successful in securing equity and debt financings in order to conduct its operations uninterruptedly. While the Company does not give any assurances whatsoever that in the future it will continue being successful in securing equity and/or debt financings in order to conduct its operations uninterruptedly, it is the Company’s intention to pursue these methods for future funding of the Company.

As at September 30, 2014:

•

the Company’s total assets were $852,986 as compared to $787,242 for the corresponding in 2013 (December 31, 2013: $853,725).

•

the Company’s total liabilities were $449,549 as compared to $199,359 for the corresponding period in 2013 (December 31, 2013: $333,169).

•

the Company had $1,260 in cash as compared to $3,212 in cash for the corresponding period in 2013 (December 31, 2013: $2,923).

•

the Company had GST/HST receivable in the amount of $2,525 as compared to $1,829 for corresponding period in 2103 (December 31, 2013: $1,601).

Private Placement Financing

There were no share financings during the nine months period ended September 30, 2014.

During the year ended 2013, the following share financings occurred:

• On January 7, 2013, the Company closed the first tranche of the non-brokered private placement (announced in 2012) and issued an aggregate 125,833 units at $0.90 per unit for gross proceeds of $113,250. Each unit consists of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at an exercise price of $1.50 until January 7, 2016.

• On January 28, 2013, the Company closed the second tranche of the non-brokered private placement (announced in 2012) and issued an aggregate 108,333 units at $0.90 per unit for gross proceeds of $97,500. Each unit consists of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at an exercise price of $1.50 until January 28, 2016.

• On March 4, 2013, the Company closed the third tranche of the non-brokered private placement (announced in 2012) and issued an aggregate 16,667 units at $0.90 per unit for gross proceeds of $15,000. Each unit consists of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at an exercise price of $1.50 until March 4, 2016. In connection to the closing of the third tranche of the non-brokered private placement, the Company issued 1,667 common shares as finder’s fees fair valued at $1,500.

• On May 1, 2013, the Company closed the fourth tranche of the non-brokered private placement (announced in 2012) and issued an aggregate 16,667 units at $0.90 per unit for gross proceeds of $15,000. Each unit consists of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at an exercise price of $1.50 until May 1, 2016. In connection to the closing of the fourth tranche of the non-brokered private placement, the Company issued 1,667 common shares as finder’s fees fair valued at $1,500.

-6-

There were no share financings during the year ended December 31, 2012.

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

Convertible Debentures Financing

-7-

On September 4, 2013, the Company elected to convert the principal amount of certain convertible debentures together with their corresponding accrued interest into common shares of the Company. Specifically, the Company has issued 610,724 common shares to twelve arm’s length parties in full satisfaction of the Company’s obligations to these twelve arm’s length parties pursuant to the convertible debentures.

As at September 30, 2014, the amount of $100,846 has been recorded as Convertible Debentures (Liability Portion) and the amount of $5,712 has been recorded as Convertible Debentures (Equity Portion).

As at September 30, 2014, a total of 33,334 stock options have been granted to consultants exercisable at a price of $1.20 per share which expire on March 18, 2016 as to 21,667 stock options and May 15, 2016 as to 11,667 stock options. If any stock options are exercised in the future, then any funds received by the Company shall be used for general working capital purposes. However, there are no assurances whatsoever that any stock options will be exercised.

Significant Accounting Policies

The Condensed Interim Unaudited Financial Statements for the nine months ended September 30, 2014 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The Significant Accounting Policies are detailed in Note 4 of the Company’s Condensed Interim Unaudited Financial Statements for the nine month ended September 30, 2014.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Trends

During the last several years commodity prices have fluctuated significantly, and should this trend continue or should commodity prices remain at current levels, then companies such as 37 Capital will have difficulty in raising funds and/or acquiring mineral properties of merit at reasonable prices.

-8-

Related Party Transactions

The Company shares office space and certain employees with Las Vegas From Home.com Entertainment Inc. (“Las Vegas”) and Green Arrow Resources Inc. (“Green Arrow”), companies related by common key management personnel.

The Company together with Las Vegas and Green Arrow had entered into a sub-lease agreement with an arm’s length party for office space which expired on July 30, 2014. Under the sub-lease agreement, the three companies were required to pay a base rent of $5,687 plus property and operating expenses for the leased premised. From May 1, 2013 until July 30, 2014 the Company was charged by Green Arrow the amount of $2,089 per month for basic rent, operating costs, and applicable taxes.

The Company together with Las Vegas and Green Arrow have entered into an office lease agreement with an arm’s length party for office space effective as of August 1, 2014 for a one year period. Under the office lease agreement, the three companies are required to pay a monthly base rent of $7,769.25 plus property and operating expenses for the leased premises. A lease deposit of $10,000 has been made by Las Vegas. Effective as of August 1, 2014, the Company is being charged by Las Vegas the amount of $2,559.71 per month for basic rent, operating costs, and applicable taxes.

The amounts due from/(due to) related parties are unsecured, payable on demand as at September 30, which consist of the following:

	2014		2013

Advances from directors (interest at prime plus 1%)	$	(128,487)	$	(44,286)
Entities controlled by directors (non-interest-bearing)		(129,617)		11,125

	$	(258,104)	$	(33,161)

During the nine months ended September 30, the following amounts were charged by related parties.

	2014		2013

Interest charged on amounts due to related parties	$	3,505	$	583
Rent charged by entities with common directors		18,804		11,949
Office expenses charged by an entity with common directors and other expenses paid by an entity with common directors on behalf of the Company		66,635		44,536
Other expenses paid on behalf of entities with common directors		4,232		5,950

-9-

The Company has an agreement for office support services with Las Vegas. Under the agreement, the Company is entitled to receive office support services from Las Vegas at a monthly rate of $7,000 plus applicable taxes. The agreement expires April 30, 2015. The agreement can be terminated by either party upon giving three months’ written notice.

The remuneration of directors and key management personnel as at September 30, is as follows:

	2014		2013

Management fees	$	18,000	$	4,500

The Company has an agreement for management services (the “Agreement”) with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”), a private company owned by two directors of the Company. Pursuant to the Agreement, the Company is entitled to receive management services from Kalpakian Bros. Effective as of July 1, 2014, the monthly remuneration payable to Kalpakian Bros. has been increased from $500 plus GST per month to $5,000 plus GST per month. The Agreement is renewable on an annual basis, and either party may terminate the Agreement at any time by giving three months’ notice in writing to the other party.

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

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

On August 1, 2014, the Company entered into a Property Option Agreement with Green Arrow whereby Green Arrow was granted an irrevocable and exclusive right and option to acquire the Company’s 33% right, title and interest in the Extra High Property. Subsequently, on September 24, 2014, the Property Option Agreement was terminated by mutual consent.

In connection with the non-brokered private placement which closed on January 7, 2013 and January 28, 2013 (see Liquidity and Capital Resources of this MD&A), a total of 125,833 Units in the capital of the Company were subscribed for by family members of two directors of the Company and a total of 108,333 Units were subscribed for by two directors of the Company.

-10-

Financial Instruments and Risk Management

(a)

Risk management overview

(b)

Fair value of financial instruments

Fair value hierarchy

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

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

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

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

The Company’s convertible debentures and investments are considered level 2 and level 3, respectively, of the fair value hierarchy.

(c)

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

(d)

Liquidity risk

At September 30, 2014, the Company had cash of $1,260 (September 30, 2013 - $3,212) and current liabilities of $348,703 (September 30, 2013 - $111,711). All of the current liabilities, except for convertible debentures, are due within 90 days of September 30, 2014. Amounts due to related parties are due on demand. Subsequently, on October 12, 2014, a convertible debenture with a face value of $50,000 has matured and is payable on demand together with accrued interest.

-11-

(e)

Market risk

Analysis of expenses

For a breakdown of general and administrative expenditures, please refer to the Statements of Comprehensive Loss in the Company’s Condensed Interim Unaudited Financial Statements for the period ended September 30, 2014 and 2013.

Capital Stock

Authorized share capital: Unlimited number of common shares without nominal or par value

Unlimited number of preferred shares without nominal or par value

Outstanding Share Data

No. of Common Shares

No. of

Preferred Shares

Exercise Price

per Share

Expiry Date

Issued and Outstanding as at November 14, 2014

1,067,724

Nil

N/A

Warrants as at

November 14, 2014

22,222

926

125,834

108,334

16,667

290,650

Nil

Cdn $9.00

Cdn $1.50

Dec 2/2014

Dec 22/2014

Jan 7, 2016

Jan 28, 2016

March 4, 2016

May 1, 2016

Agent’s Warrants as at November 14, 2014

3,333

Nil

Cdn $1.50

July 23, 2018

Stock Options as at November 14, 2014

33,334

Nil

Cdn. $1.20

Mar 18, 2016 -May 15, 2016

Reserved for Issuance of common shares upon conversion of Convertible debentures plus accrued interest as at November 14, 2014

38,593

39,853

78,446

Nil

Cdn $1.50

(conversion price)

Oct. 12, 2014

Jan 23, 2015

Fully Diluted as at November 14, 2014

1,473,487

Nil

-12-

Director Approval

The contents of this MD&A and the sending thereof to the Shareholders of the Company have been approved by the Company’s Board of Directors.

Outlook

Management’s efforts are directed towards pursuing opportunities of merit for the Company, and Management is hopeful that, in due course, the Company shall be able to acquire an opportunity of merit.

-13-