37 CAPITAL INC. Files 2023 Annual Report Amendment

TL;DR

**37 CAPITAL INC. filed its 2023 annual report amendment, formerly High 5 Ventures Inc.**

AI Summary

37 CAPITAL INC. filed an amendment (20-F/A) on January 13, 2025, for its fiscal year ending December 31, 2023. The company, formerly known as High 5 Ventures Inc., is incorporated in British Columbia, Canada, and operates in the Metal Mining sector. The filing is an annual report under the 1934 Securities Exchange Act.

Why It Matters

This filing provides updated information for the fiscal year 2023, which is crucial for investors to assess the company's financial health and operational status.

Risk Assessment

Risk Level: medium — As a mining company with a history of name changes, further investigation into its current operations and financial stability is warranted.

Key Numbers

• 2023 — Fiscal Year End (The period covered by the annual report.)
• 20250113 — Filing Date (The date the amendment was submitted to the SEC.)

Key Players & Entities

• 37 CAPITAL INC. (company) — Registrant
• High 5 Ventures Inc. (company) — Former company name
• December 31, 2023 (date) — Fiscal year end
• January 13, 2025 (date) — Filing date
• 000-16353 (other) — SEC file number

FAQ

Key Financial Figures

• $1.00 — he closing on December 31, 2023, the US $1.00 was equal to Cdn $ 1.3243. Item 3.D.
• $800,000 — nd-based casino for a purchase price of $800,000. As of December 31, 2013, the Company i
• $49,200 — Company invested $800,000 and advanced $49,200 for working capital purposes. The Mexic
• $4,157 — 200 advanced and the Company recognized $4,157 in royalty revenue during the year ende
• $799,999 — e investment and recorded impairment of $799,999 on the investment due to nominal royalt
• $1 — Company recorded an impairment loss of $1 as at December 31, 2021. On July 7, 2

Filing Documents

• hhhef123123form20fa.htm (20-F/A) — 1370KB
• ex11_1.htm (EX-11.1) — 2KB
• ex12_1.htm (EX-12.1) — 5KB
• ex12_2.htm (EX-12.2) — 5KB
• ex13_1.htm (EX-13.1) — 2KB
• ex13_2.htm (EX-13.2) — 2KB
• ex99_1.htm (EX-99.1 CHARTER) — 7KB
• ex99_2.htm (EX-99.2 BYLAWS) — 13KB
• ex99_3.htm (EX-99.3 VOTING TRUST) — 68KB
• image_001.jpg (GRAPHIC) — 66KB
• image_002.gif (GRAPHIC) — 9KB
• image_003.jpg (GRAPHIC) — 64KB
• 0001713282-25-000010.txt ( ) — 1666KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3

KEY INFORMATION

ITEM 3. KEY INFORMATION 4

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 6

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 11

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 17

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 20

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 24

THE OFFER & LISTING

ITEM 9. THE OFFER & LISTING 25

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 28

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 36

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 37

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 37

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 37

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 38

AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES

ITEM 16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES. 38

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 39

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 39

LIST OF EXHIBITS

ITEM 19. LIST OF EXHIBITS 40 Exhibit 99.1* Exhibit 99.2* Exhibit 99.3* Exhibit 11.1* Exhibit 12.1* Exhibit 12.2* Exhibit 13.1* Exhibit 13.2* SIGNATURE PAGE 78 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Name of Directors and/or Officers of the Issuer Position Held as at the date of this Annual Report Jacob H. Kalpakian, Vancouver, British Columbia, Canada President, CEO and Director Neil Spellman*, Carlsbad, CA, USA CFO & Director Bedo H. Kalpakian* 1 , Delta, British Columbia, Canada Director Gregory T. McFarlane*, Washington, Utah, USA Director Maria P. Arenas, Surrey, British Columbia, Canada Corporate Secretary *Members of the Audit Committee 1 Bedo Kalpakian was appointed to the Board of Directors on May 25, 2021 Fred Tejada stepped down from the Board of Directors on May 1, 2021. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3. KEY INFORMATION Item 3.A. Selected Financial Data The selected financial data in Table I has been derived from the audited financial statements of 37 Capital Inc. (hereinafter referred to as the “Company” or the “Registrant” or “37 Capital”). The financial data under 2023, 2022, 2021, 2020 and 2019 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The information should be read in conjunction with the Registrant's financial All financial figures presented herein and throughout this Annual Report are expressed in Canadian dollars (Cdn$) unless otherwise specified. All common shares and per share amounts included in this Annual Report on Form 20F (2023) have been restated to give retroactive effect to the 5:1 share consolidation, which took effect on June 20, 2021 as further described in Results of Op

View Full Filing

View this 20-F/A filing on SEC EDGAR