As filed with the Securities and Exchange Commission on February 18, 2011

Registration No. 333-171214
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT #2 TO FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VERVE VENTURES INC.
(Exact name of registrant as specified in its charter)

Nevada 4950 01-0949984
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)

Nevada 123
297 Kingsbury Grade, Suite 150,
33 Turnberry Drive Mailbox 4470
Wilmslow, Cheshire Lake Tahoe
Sk92QW Nevada 89449
Tel: 44-161-884-0149 Tel: (775)-589-1000
(Address and telephone number of (Name, address and telephone
registrant's executive office) number of agent for service)

With a Copy to:
Karen A., Batcher, Esq.
Synergen Law Group, APC
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
Tel. 619.475.7882
Fax. 619.512.5184
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

From time to time after this Registration Statement is declared effective.
(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

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

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

======================================================================================================
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount of Shares Offering Price Aggregate Offering Registration
to be Registered to be Registered per Share (1) Price Fee
------------------------------------------------------------------------------------------------------
Common Stock 5,550,000 $0.01 per share $55,500 $3.96
======================================================================================================

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
================================================================================

SUBJECT TO COMPLETION

PROSPECTUS

VERVE VENTURES INC.
5,550,000 SHARES
COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus for a period of up to two years
from the effective date.

Our common stock is presently not quoted on any market or securities exchange.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS
PROSPECTUS.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

The selling shareholders named in this prospectus are offering the 5,550,000
shares of our common stock offered through this prospectus. The 5,550,000 shares
offered by the selling shareholders represent 69% of the total outstanding
shares as of the date of this prospectus. We will not receive any proceeds from
this offering. We have set an offering price for these securities of $0.01 per
share of our common stock offered through this prospectus.

Underwriting
Offering Discounts and Proceeds to
Price Commissions Selling Shareholders
----- ----------- --------------------
Per Share $0.01 None $0.01
Total $55,500 None $55,500

Our common stock is presently not quoted on any market or securities exchange.
The sales price to the public is fixed at 0.01 per share until such time as the
shares of our common stock are quoted on the OTC Bulletin Board electronic
quotation service. Although we intend to apply for trading of our common stock
on the OTC Bulletin Board electronic quotation service, public trading of our
common stock may never materialize. If our common stock becomes quoted on the
OTC Bulletin Board electronic quotation service, then the sale price to the
public will vary according to prevailing market prices or privately negotiated
prices by the selling shareholders.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

THE DATE OF THIS PROSPECTUS IS: FEBRUARY 18, 2011

TABLE OF CONTENTS

PAGE
----

Summary 3
Risk Factors 5
Forward-Looking Statements 10
Use of Proceeds 10
Determination of Offering Price 10
Dilution 10
Selling Shareholders 10
Plan of Distribution 12
Description of Securities 14
Interest of Named Experts and Counsel 15
Description of Business 16
Legal Proceedings 19
Market for Common Equity and Related Stockholder Matters 19
Plan of Operations 21
Changes in and Disagreements with Accountants 23
Available Information 23
Directors, Executive Officers, Promoters and Control Persons 24
Executive Compensation 25
Security Ownership of Certain Beneficial Owners and Management 26
Certain Relationships and Related Transactions 27
Promoters and Certain Control Persons 27
Disclosure of Commission Position of Indemnification for Securities
Act Liabilities 27
Financial Statements 28

SUMMARY

Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue in business. We
have suffered operating losses since our inception. As such we may have to cease
operations and you could lose your investment.

As used in this prospectus, unless the context otherwise requires, "we", "us",
"our" " Verve Ventures Inc." or "Verve" refers to Verve Ventures Inc. All dollar
amounts in this prospectus are in U.S. dollars unless otherwise stated. The
following summary is not complete and does not contain all of the information
that may be important to you. Prospective investors are urged to read the entire
prospectus before making an investment decision to purchase our common shares.

We were incorporated on February 23, 2010 under the laws of the state of Nevada.
Our principal offices are located at 33 Turnberry Drive Wilmslow, Cheshire
Sk92QW. Our telephone number is 44-161-884-0149. We intend to provide household
and business waste removal and disposal services to corporate and individual
clients in the United Kingdom. Our services will be focused on a client base
that is willing to pay a premium to assure both social and environmental
concerns are addressed in all aspects of waste collection and disposal. We
intend to operate a fleet of vehicles and a sorting/storage facilities both of
which will begin small and scalable.

At the time of filing this registration statement the company has begun the
development of a corporate website (www.vervejunk.com), set up a toll free
number (0-808-189-0364) raised $25,250 in share capital and completed an audit
of the company's financial statements ended October 31, 2010. We have yet to
implement our business plan.

The following steps are required in order to begin operations (All figures have
been converted into US dollars our reporting currency):

COMPLETION OF SECONDARY FINANCING (180 DAYS AFTER THE EFFECTIVENESS OF THIS
REGISTRATION STATEMENT)
BUDGET: 15,000

DEVELOP WEBSITE (45 DAYS AFTER THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT)
BUDGET: $15,000

LEASE `WASTE-REMOVAL VEHICLES' (IMMEDIATELY UPON COMPLETION OF WEBSITE)
BUDGET: $88,280

ESTABLISH AND PROCESSING PLANT. (60 DAYS AFTER COMPLETION OF SECONDARY
FINANCING)
BUDGET: $51,000

HIRE STAFF (IMMEDIATELY UPON ESTABLISHMENT OF PROCESSING PLANT)
BUDGET: $108,000

BEGIN MARKETING EFFORTS AND OPERATIONS (IMMEDIATELY UPON HIRING STAFF)
BUDGET: 25,000

REVENUE

Revenue will be generated based on payment from potential clients for waste
removal services. The fees will be determined based on location of pickup, time
to load truck, and amount of trips required. Additional income will be generated
in special situations from resale of re-useable products. At the time of this
registration statement we have no potential clients nor have we made an effort
to procure any.

TOTAL TIMELINE: 285 DAYS AFTER THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT
TOTAL BUDGET: $329,780

At our year end, October 31, 2010 we had assets of $24,653 made up completely of
cash and a net loss of ($1,972). Our current monthly burn rate is approximately
$1,200 and our current capital will last the company less than 7 months. Our
budget to complete our plan of operations is $329,780. The estimated costs
associated with this offering are approximately $16,000 leaving us with
post-offering cash assets of $8,653 as of October 31, 2010. The current burn
rate is primarily made up of the costs associated with being a reporting issuer
and is projected to increase substantially once operations begin.

THE OFFERING:

Securities Being Offered Up to 5,550,000 shares of common stock.

Offering Price The selling shareholders will sell our shares at
a fixed price of $0.01 per share unless and until
our shares are quoted on the OTC Bulletin Board.

There is no public market for our common stock.
We cannot give any assurance that the shares
offered will have a market value, or that they
can be resold at the offered price if and when an
active secondary market might develop, or that a
public market for our securities may be sustained
even if developed. The absence of a public market
for our stock will make it difficult to sell your
shares in our stock.

We intend to apply to the OTC Bulletin Board,
through a market maker that is a licensed broker
dealer, to allow the trading of our common stock
upon our becoming a reporting entity under the
Securities Exchange Act of 1934. If our common
stock becomes so quoted and a market for the
stock develops, the actual price of stock will be
determined by prevailing market prices at the
time of sale or by private transactions
negotiated by the selling shareholders. The
offering price would thus be determined by market
factors and the independent decisions of the
selling shareholders.

Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in
this prospectus.

Termination of the Offering The offering will conclude when all of the
5,550,000 shares of common stock have been sold,
the shares no longer need to be registered to be
sold due to the operation of Rule 144 or we
decide at any time to terminate the registration
of the shares at our sole discretion but in no
event later than two years from the effective
date of this registration statement. ( Date of
expiration will be provided for this continuous
offering once known)

Securities Issued
and to be Issued 5,550,000 shares of our common stock to be sold
in this prospectus are issued and outstanding as
of the date of this prospectus. All of the common
stock to be sold under this prospectus will be
sold by existing shareholders.

Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.

The purpose of this offering is to offer existing shareholders (other than
officers and directors) the opportunity to benefit from a trading market, if one
develops in response to the Company's future performance. Depending on the level
of market interest, the Company may consider selling additional shares to new
investors to help fund working capital requirements and expand the scope of
business. The Company is aware of the fact that the creation of a secondary
market of shares for sale may have an adverse affect on our ability to raise
capital in the future. The Company is not contractually obligated to file the
S-1.

SUMMARY FINANCIAL INFORMATION

The following financial information summarizes the more complete historical
financial information at the end of this prospectus.

As of October 31, 2010 (Audited)
--------------------------------
BALANCE SHEET
Total Assets $24,653
Total Liabilities $ 1,375
Stockholders Equity $23,278

Period from February 23, 2010
(date of inception) to
October 31, 2009 (Audited)
--------------------------
INCOME STATEMENT
Revenue $ --
Total Expenses $ 1,972
Net Loss $(1,972)

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

WE INTEND TO ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 9,050,000 shares are issued
and outstanding. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held
by our investors, and might have an adverse effect on any trading market for our
common stock.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

While at October 31, 2010 we had cash on hand of $24,653, we have accumulated a
deficit of ($1,972) in business development expenses. The estimated costs
associated with this offering are approximately $16,000 leaving us with
post-offering cash assets of $8,653 as of October 31, 2010. The current burn
rate is the cost associated with costs of being a reporting issuer and is
projected to increase substantially once operations begin.

We anticipate that additional funding will be needed for general administrative
expenses and marketing costs. We intend to raise the required funds through an
equity placement by filing a secondary registration statement. We will realize

no proceeds from the present registration statement and may have difficulties in
raising additional funds due to the creation of a secondary market of shares for
sale. However, there is no guarantee that we will be able to raise the required
cash and because of this our business may fail. We have not generated any
revenue from operations to date. The specific cost requirements needed to
maintain operations will depend upon demand generated from potential clients but
initial projections are discussed in the Plan of Operations.

We do not currently have any arrangements for financing. Obtaining additional
funding will be subject to a number of factors, including general market
conditions, investor acceptance of our business plan and initial results from
our business operations. These factors may impact the timing, amount, terms or
conditions of additional financing available to us. The most likely source of
future funds available to us is through the sale of additional shares of common
stock or advances from our sole director.

BECAUSE OUR OFFICERS AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Our two officers and directors Leslie Clitheroe and Christopher Clitheroe will
only be devoting limited time to our operations. Christopher will be handling
most of the company's day to day operations and intends to devote 10 hours of
his week to our business affairs until such a time when a salary can be drawn.
Leslie Clitheroe will be available on an as needed basis until full operations
begin. Because our officers and directors will only be devoting limited time to
our operations, our operations may be sporadic and occur at times which are
convenient to them. As a result, operations may be periodically interrupted or
suspended which could result in a lack of revenues and a possible cessation of
operations.

IF WE DO NOT COMPLY WITH CONDITIONS SET BY THE ENVIRONMENTAL PERMITTING
REGULATOR WE CAN BE PENALIZED.

If a corporation does not comply with the conditions set by the regulator of an
environmental permit the regulator has the following enforcement procedures:

- For minor breaches a regulator will discuss what is needed to comply
with environmental permitting
- in more serious cases the regulator can issue a suspension notice,
enforcement notice, prosecute or revoke the permit.

The regulator can prosecute if we commit an offence, including if we:

1)operate a regulated facility, or cause or allow a regulated facility to
operate, without being authorized, eg if you do not have an environmental permit
or registered exemption 2) cause or allow a water discharge activity or
groundwater activity without an environmental permit 3) don't comply with the
conditions in your environmental permit 4) don't comply with an enforcement
notice, prohibition notice, suspension notice, landfill closure notice or mining
waste closure notice 5) don't comply with an information notice 6) make a false
or misleading statement to your regulator 7) intentionally make a false entry in
a record you are required to keep under an environmental permit condition 8)
forge documents required under an environmental permit condition.

BECAUSE WE HAVE ONLY TWO OFFICERS AND DIRECTORS WHO HAVE NO FORMAL TRAINING IN
WASTE MANAGEMENT SERVICES OUR BUSINESS HAS A HIGHER RISK OF FAILURE.

Our two officers Leslie Clitheroe and Christopher Clitheroe do not have
experience in the field of waste management. Because of this lack of experience
there is a risk that some of the strategic or operational factors needed to
achieve self sustaining levels of revenues may be overlooked. If we are unable
to reach our projected break-even level of 1,300 clients per year our business
could fail or require additional financing beyond our current budget.

BECAUSE FUEL IS A LARGE VARIABLE COST IN OUR BUSINESS MODEL WE ARE AT RISK OR
RISING ENERGY PRICES AFFECTING OUR PROFITABILITY.

Diesel fuel is the largest variable cost in our business model. The price of
diesel is beyond the control of the company and if levels rise this will cut
into our costs that we may, or may not, be able to recover with in increased
service charges to clients. If fuel prices rise substantially our break even
number of clients are likely to increase making it more difficult to achieve
profitable operations.

BECAUSE WE HAVE ONLY TWO OFFICERS AND DIRECTORS WHO HAVE NO FORMAL TRAINING IN
FINANCIAL ACCOUNTING AND MANAGEMENT, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.

We have only two officers and directors. Both have no formal training in
financial accounting and management; however, he is responsible for our
managerial and organizational structure, which will include preparation of
disclosure and accounting controls. When the disclosure and accounting controls
referred to above are implemented, he will be responsible for the administration
of them. Should he not have sufficient experience, he may be incapable of
creating and implementing the controls which may cause us to be subject to
sanctions and fines by the SEC which ultimately could cause an investor to lose
their investment. However, because of the small size of our expected operations,
we believe that he will be able to monitor the controls they will have created
and will be accurate in assembling and providing information to investors.
Leslie and Christopher's lack of training in financial accounting and management
my result in a material misstatement of the Company's financial statements. In
addition due to the Company's lack of accounting personnel we may be
unsuccessful in maintaining effective internal controls over financial reporting
and disclosure controls and procedures, which may result in material
misstatements of our financial statements.

BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE
FUTURE.

We will be incurring losses until we build a break-even level of revenue.
Further losses are anticipated in the development of our business. As a result,
there is substantial doubt about our ability to continue as a going concern. Our
ability to continue as a going concern is dependent upon our ability to generate
profitable operations in the future and/or to obtain the necessary financing to
meet our obligations and repay our liabilities arising from normal business
operations when they come due. We will require additional funds in order to
provide proper service to our potential clients. At this time, we cannot assure
investors that we will be able to obtain financing. If we are unable to raise
needed financing, we will have to delay or abandon further consulting efforts.
If we cannot raise financing to meet our obligations, we will be insolvent and
will be forced to cease our business operations.

BECAUSE OUR OFFICERS AND DIRECTORS OWN 39% OF OUR ISSUED AND OUTSTANDING COMMON
STOCK, THEY CAN MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS
TO MINORITY SHAREHOLDERS.

Our officers and directors, Leslie Clitheroe and Christopher Clitheroe, own
approximately 39% of the outstanding shares of our common stock. Accordingly,
they will have a significant influence in determining the outcome of all
corporate transactions or other matters, including mergers, consolidations, and
the sale of all or substantially all of our assets. He will also have the power
to prevent or cause a change in control. The interests of our officers and
directors may differ from the interests of the other stockholders and thus
result in corporate decisions that are disadvantageous to other shareholders.

THE AMOUNT OF SHARES TO BE SOLD THROUGH THIS OFFERING MAY MAKE IT DIFFICULT TO
MAKE A SUCCESSFUL OFFERING OF OUR SECURITIES IN THE NEAR FUTURE.

Our selling shareholders are offering a significant percentage (61%) of our
outstanding shares through this registration statement. As such, it may be
difficult to make a successful offering of our securities to raise capital in
the near future.

AS A SHELL COMPANY, WE FACE SUBSTANTIAL ADDITIONAL ADVERSE BUSINESS AND LEGAL
CONSEQUENCES.

On June 29, 2005, the Securities and Exchange Commission adopted final rules
amending the Form S-8 and the Form 8-K for shell companies like us. The
amendments expand the definition of a shell company to be broader than a company
with no or nominal operations/assets or assets consisting of cash and cash
equivalents. The amendments prohibit the use of a Form S-8 (a form used by a
corporation to register securities issued to an employee, director, officer,
consultant or advisors), under certain circumstances, and revise the Form 8-K to
require a shell company to include current Form 10 information, including
audited financing statements, in the filing on Form 8-K that the shell company
files to report the acquisition of a business opportunity. This initial filing
must be made within four days of the acquisition. The Form 8-K filing may be
reviewed by the Securities and Exchange Commission and the prospects of certain
disclosure or review of the lack of the ability to issue securities using a Form
S-8 may delay the consummation of any potential business combination.

AS A SHELL COMPANY, OUR SHAREHOLDERS WILL NOT BE ABLE TO RELY UPON RULE 144 FOR
THE RESALE OF THEIR SHARES.

In general, Rule 144 requires restricted securities to be held for a particular
length of time and prescribes the conditions which must be satisfied prior to
the sale of the securities. The Securities and Exchange Commission codified a
staff interpretation relating to the treatment of the securities of shell
companies, of which we are one. Under the amendments, Rule 144 is not available
for the resale of securities initially issued by a shell company (reporting or
non-reporting) or a former shell company. Therefore, the securities held by our
shareholders can be resold only through a resale registration statement unless
certain conditions are met. These conditions are:

* The company has ceased to be a shell company;
* The company is subject to the reporting requirements of Section 13 or
15 (d) of the Securities Exchange Act of 1934, as amended;
* The company has filed all reports and other materials required to be
filed by Section 13 or 15(d) of the Securities Exchange Act, as
applicable, during the preceding twelve months; and
* One year has elapsed since the Company has filed current "Form 10
information" with the Securities and Exchange Commission reflecting
its stats as an entity that is no longer a shell company.

If these conditions are satisfied, then our shareholders can resell their
securities subject to all other applicable Rule 144 conditions. See "Market for
Common Equity and Related Stockholder Matters - Rule 144 Shares".

U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF
PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST
THE COMPANY AND ITS SOLE NON-U.S. RESIDENT OFFICER AND DIRECTOR.

While we are organized under the laws of State of Nevada, our officers and
directors are non-U.S. residents. Consequently, it may be difficult for
investors to affect service of process on Leslie and Christopher Clitheroe in
the United States and to enforce in the United States judgments obtained in
United States courts against Mr. Clitheroe based on the civil liability
provisions of the United States securities laws. Since our assets will be
located in the UK and other non-US countries it may be difficult or impossible
for U.S. investors to collect a judgment against us. As well, any judgment
obtained in the United States against us may not be enforceable in the United
States.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is currently no market for our common stock and we can provide no
assurance that a market will develop. We plan to apply for listing of our common
stock on the over the counter bulletin board upon the effectiveness of this
registration statement, of which this prospectus forms a part. However, we can
provide investors with no assurance that our shares will be quoted on the
bulletin board or, if quoted, that a public market will materialize. If no
market is ever developed for our shares, it will be difficult for shareholders
to sell their stock. In such a case, shareholders may find that they are unable
to achieve benefits from their investment.

OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE
SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL
BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE
THE VALUE OF AN INVESTMENT IN OUR STOCK.

The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. A broker-dealer must also
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer, and sales person in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for stock that becomes
subject to those penny stock rules. If a trading market for our common stock
develops, our common stock will probably become subject to the penny stock
rules, and shareholders may have difficulty in selling their shares.

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
investors' shares.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We have never paid any dividends on our common stock. We do not expect to pay
cash dividends on our common stock at any time in the foreseeable future. The
future payment of dividends directly depends upon our future earnings, capital
requirements, financial requirements and other factors that our board of
directors will consider. Since we do not anticipate paying cash dividends on our
common stock, a return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock

WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.

We have never operated as a public company. We have no experience in complying
with the various rules and regulations, which are required of a public company.
As a result, we may not be able to operate successfully as a public company,
even if our operations are successful. We plan to comply with all of the various
rules and regulations, which are required of a public company. However, if we

cannot operate successfully as a public company, your investment may be
adversely affected. Our inability to operate as a public company could be the
basis of your losing your entire investment in us.

As a public company we will incur additional costs including but not limited to
the following: Audit, Legal, Prospectus printing and drafting, SEC fees, Market
Maker, Transfer Agent, and EDGAR filing fees. These costs are expected to run
between $12,000 and $40,000 per year.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.

DETERMINATION OF OFFERING PRICE

The selling shareholders will sell our shares at a fixed price of $0.01 per
share unless and until our shares are quoted on the OTC Bulletin Board. We
determined this offering price arbitrarily. There is no relationship between
this price and our assets, earnings, book value or any other objective criteria
of value.

We intend to apply to the OTC Bulletin Board through a market maker for the
quotation of our common stock upon our becoming a reporting entity under the
Securities Exchange Act of 1934. If our common stock becomes so quoted and a
market for the stock develops, the actual price of stock will be determined by
prevailing market prices at the time of sale or by private transactions
negotiated by the selling shareholders. The offering price would thus be
determined by market factors and the independent decisions of the selling
shareholders.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.

SELLING SHAREHOLDERS

The selling shareholders named in this prospectus are offering all of the
5,550,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
provided under Regulation S of the Securities Act of 1933. All shares were
acquired outside of the United States by non-U.S. persons. The shares include
the following:

1. 5,550,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation S of the Securities Act of 1933 that was completed on
March 10, 2010;

The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:

1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.

Total Number Of
Shares To Be Offered Total Shares to Be Percentage of Shares
Name Of Shares Owned Prior For Selling Owned Upon Completion owned Upon Completion
Selling Shareholder To This Offering Shareholders Account Of This Offering of This Offering
------------------- ---------------- -------------------- ---------------- ----------------

Andrea Clitheroe *1 300,000 300,000 Nil Nil
Jennifer Clitheroe *2 300,000 300,000 Nil Nil
Katie Freeman 300,000 300,000 Nil Nil
Samantha Jones 300,000 300,000 Nil Nil
Matthew Murray 300,000 300,000 Nil Nil
Amy Naden 300,000 300,000 Nil Nil
Alex Hemmings 300,000 300,000 Nil Nil
Alexander Kilburn 300,000 300,000 Nil Nil
Elizabeth Mellar 300,000 300,000 Nil Nil
Carly McGuinness 300,000 300,000 Nil Nil
Edward Mason 150,000 150,000 Nil Nil
Holly Smith 150,000 150,000 Nil Nil
Laleh Yaghoobzadeh 150,000 150,000 Nil Nil
Michael Jarvie 150,000 150,000 Nil Nil
Neil Bolton 150,000 150,000 Nil Nil
Richard Berkeley 150,000 150,000 Nil Nil
Rachel Rotherham 150,000 150,000 Nil Nil
Steven Cook 150,000 150,000 Nil Nil
Thomas Finlinson 150,000 150,000 Nil Nil
Tom Ramsbottom 150,000 150,000 Nil Nil
Tara Whiley 150,000 150,000 Nil Nil
Jeni Ormerod 150,000 150,000 Nil Nil
Ryan Murray 150,000 150,000 Nil Nil
Jose Garcia Russo 150,000 150,000 Nil Nil
Sara McCulloch 150,000 150,000 Nil Nil
Gary Mcintosh 150,000 150,000 Nil Nil
Paul Darlington 150,000 150,000 Nil Nil

----------
*1 Andrea Clitheroe is the spouse of Leslie Clitheroe, a significant
stockholder of the Company and a Director.
*2 Jennifer Clitheroe is the daughter of Leslie Clitheroe and the sibling of
Christopher Clitheroe, both of whom are significant stockholders of the
Company and Directors.

The two above named selling shareholders are the only selling shareholders
affiliated with the Company.

The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this table assume that none
of the selling shareholders sells shares of common stock not being offered in

this prospectus or purchases additional shares of common stock, and assumes that
all shares offered are sold. The percentages are based on 9,050,000 shares of
common stock issued and outstanding on the date of this prospectus.

To our knowledge, none of the selling shareholders or their beneficial owners: -
has had a material relationship with us other than as a shareholder at any time
wit hin the past three years; or - has ever been one of our officers or
directors or an officer or director of our predecessors or affiliates - are
broker-dealers or affiliated with broker-dealers.

PLAN OF DISTRIBUTION

The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions. There are no arrangements,
agreements or understandings with respect to the sale of these securities.

The selling shareholders will sell our shares at a fixed price of $0.01 unless
and until our shares are quoted on the OTC Bulletin Board. We determined this
offering price arbitrarily.. We intend to contact an authorized OTC Bulletin
Board market-maker for sponsorship of our securities on the OTC Bulletin Board.
Although we intend to apply for quotation of our common stock on the OTC
Bulletin Board, public trading of our common stock may never materialize. If our
common stock becomes quoted on the OTC Bulletin Board, then the sales price to
the public will vary according to the selling decisions of each selling
shareholder and the market for our stock at the time of resale.

If applicable, the selling shareholders may distribute shares to one or more of
their nominees who are unaffiliated with us. Such nominees may, in turn,
distribute such shares as described above. If these shares being registered for
resale are transferred from the named selling shareholders and the new
shareholders wish to rely on the prospectus to resell these shares, then we must
first file a prospectus supplement naming these individuals as selling
shareholders and providing the information required concerning the identity of
each selling shareholder and he or her relationship to us. There is no agreement
or understanding between the selling shareholders and any nominees with respect
to the distribution of the shares being registered for resale pursuant to this
registration statement.

For the purpose of this registration statement nominee will be defined as: (a) a
person or entity who is requested or named to act for another, such as an agent
or trustee, or (b) a potential successor to another's rights under a contract.

We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.

We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock.

Other than those who are considered affiliates and must comply with Rule 144,
the persons listed in the table above plan to offer the shares shown opposite
their respective names by means of this prospectus. The owners of the shares to
be sold by means of this prospectus are referred to as the "selling"
shareholders". The selling shareholders acquired their shares from us in private
negotiated transactions. These shares may be sold by one or more of the
following methods, without limitations.

* A block trade in which a broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
* Purchase by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;
* Ordinary brokerage transactions and transactions in which the broker
solicits purchasers
* Face to face transactions between sellers and purchasers without a
broker/dealer.

We currently a "shell company" and our shares of common stock may not be resold
under Rule 144 of the Securities Act of 1933. Our shares are only able to resold
through a registration statement declared effective by the SEC or by meeting the
conditions of Rule 144(i). Therefore it is possible that you may not be able to
sell your shares into the market place.

In competing sales, brokers or dealers engaged by the selling shareholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from selling shareholders in amounts to be
negotiated. As to any particular broker-dealer, this compensation might be in
excess of customary commissions. Neither, we nor the selling stockholders can
presently estimate the amount of such compensation.

Any broker/dealers who act in connection with the sale of the shares will be
deemed to be "underwriters" within the meaning of the Securities Acts of 1933,
and any commissions received by them and any profit on any resale of the shares
as a principal might be deemed to be underwriting discounts and commissions
under the Securities Act.

If any selling shareholders enters into an agreement to sell his or her shares
to a broker/dealer as principal and the broker/dealer is acting as an
underwriter, we will file a post-effective amendment to the registration
statement, of which this prospectus is a part, identifying the broker/dealer,
providing required information concerning the plan of distribution, and
otherwise revising the disclosures in this prospectus as needed. We will also
file the agreement between the selling shareholder and the broker/dealer as an
exhibit to the post-effective amendment to the registration statement.

We have advised the selling shareholders that they and any securities
broker/dealers or others who will be deemed to be statutory underwriters will be
subject to the prospectus delivery requirements under the Securities Act of
1933. We have advised each selling shareholder that in the event of a
"distribution" of the shares owned by the selling shareholder, such selling
shareholder, any "affiliated purchasers", and any broker/dealer or other person
who participates in the distribution may be subject to Rule 102 of Regulation M
under the Securities Exchange Act of 1934 ("1934 Act") until their participation
in that distribution is complete. Rule 102 makes it unlawful for any person who
is participating in a distribution to bid for or purchase stock of the same
class, as is the subject of the distribution. A "distribution" is defined in
Rule 102 as an offering of securities "that is distinguished from ordinary
trading transaction by the magnitude of the offering and the presence of special
selling efforts and selling methods". We have advised the selling shareholders
that Rule 101 of Regulation M under the 1934 Act prohibits any "stabilizing bid"
or "stabilizing purchase" for purpose of pegging, fixing or stabilizing the
price of the common stock in connection with this offering.

No selling shareholder (other than the current officer/director) has, or had,
any material relationship with our officers or directors. No selling shareholder
is affiliated with a broker/dealer.

The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:

1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which contains:

- a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
- a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to a
violation of such duties or other requirements;
- a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the bid and ask price;
- a toll-free telephone number for inquiries on disciplinary actions;
- a definition of significant terms in the disclosure document or in the
conduct of trading penny stocks; and
- such other information and is in such form (including language, type,
size, and format) as the Commission shall require by rule or
regulation.

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with:

- bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.

COMMON STOCK

As of October 31, 2010, there were 9,050,000 shares of our common stock issued
and outstanding that are held by 29 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented

in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.

PREFERRED STOCK

We do not have an authorized class of preferred stock.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

SHARE PURCHASE WARRANTS

We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have any outstanding options to purchase shares of
our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, an interest,
direct or indirect, in the registrant or any of its parents or subsidiaries. Nor
was any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.

Karen A. Batcher. Of Synergen Law Group, APC has provided an opinion on the
validity of our common stock.

The financial statements included in this prospectus have been audited by Chang
G. Park, CPA To the extent and for the periods set forth in their report
appearing elsewhere in this document and in the registration statement filed
with the SEC, and are included in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.

DESCRIPTION OF BUSINESS

We were incorporated in the State of Nevada on February 23, 2010. We have not
started operations but have set up a toll free number and started work on a
corporate website (www.vervejunk.com). We intend to provide waste removal and
disposal services to corporate and individual clients in the United Kingdom. Our
services will be focused on a client base that is willing to pay a premium to
assure both social and environmental concerns are addressed in all aspects of
waste collection and disposal. We intend to operate a fleet of vehicles and a
sorting/storage facilities both of which will begin small and scalable.

Initially we plan to outfit two `Waste-Removal Vehicles' that will be used to
collect waste and bring it to a processing/storage facility that where waste
will be organized into specialized categories to make sure that all waste is
dealt with in the most socially and environmentally responsible manner. There
will be 5 main categories of `waste':

Recyclable: Recyclable materials include all products and materials that require
further processing and refinement to be made into new produces. These materials
include the vast majority of containers, glass, plastics, cardboards, fibrous
materials, metals and other. These materials will be stored for delivery to a
recycling plant.

Recyclable (compost): Though the majority of our waste removal will not include
perishables or other compostable nitrogen and phosphate rich materials any such
materials will be stored in a compost area and resold as an aftermarket compost
product.

Reusable (Charity): All clothing, furniture and electronic items that are
collected. Items of adequate quality will be stored and delivered to the most
relevant charity in order to assure they go to a worthy cause.

Reusable (Resale): All materials that can be used for construction including,
beams, plywood, rebar, ect. These products will be stored and offered for
resale.

Waste: All materials and products that do not fit into the other four
categories.

PRO FORMA EXPENSE AND REVENUE BUDGET (ALL COSTS HAVE BEEN CONVERTED TO US
DOLLARS OUR REPORTING CURRENCY)

Before any revenue is generated the company will require additional capital
which it intends to raise though an equity financing and the filing of an
additional registration statement. We will realize no proceeds from the present
registration statement and may have difficulties in raising additional funds due
to the creation of a secondary market of shares for sale..We intend to
concentrate all our efforts on raising capital during this period.

We cannot commence our plan of operations even if this registration statement
goes effective because we will not receive any proceeds from the sale of shares.
We can only commence operations if we raise cash through the future sale of
shares. We will require additional financing of $350,000 in order to proceed
with our full business plan for a full year. We plan to sell additional common
shares in order to raise the funds necessary to pursue our plan of operations.
Issuances of additional shares will result in dilution to our existing
shareholders. We also may receive loans from our officers and directors. We
currently do not have any arrangements in place for obtaining director loans and
there is no assurance that we will be successful in completing any equity
financing.

If we are successful in raising capital we intend on carrying out our plan of
operations.

CAPITAL EXPENSES

Major budgeted expenses include the following:

Secondary Offering: $15,000
Website Development: $15,000
Vehicle Leasing $88,280
Plant Leasing and Setup: $51,000
Staff Salaries: $108,000
Marketing: $25,000
Corporate Overhead: $27,500

Total Estimated Capital Expenses: $329,780

VARIABLE EXPENSES

The primary variable cost will be additional fuel required. Our Capital Expenses
include a monthly expense of $2,000 per vehicle in fuel purchases. However if we
get more clients than expected or service clients at greater distances this
could increase the cost above the budgeted cost.

CORPORATE OVERHEAD EXPENSES

Audit: $15,000
Legal: $10,000
Filing fees: $2,500

Total Estimated Corporate Overhead Expenses: 27,500

REVENUES

Revenues will be based on the amount of clients we are able to provide our
services to and our ability to keep consistent clientele.

Our prices will range from $100 - $500 and will be dependent on the size of the
load and whether waste can be brought strait to a disposal facility or if it has
to be sorted at our corporate plant. If we are to assume an average client will
be billed $250 (towards the conservative end) we will require approximately 1200
clients per year in order to pay for all operational expenditures. While 1300
clients per year are required in order to break even with total costs inclusive
of operational and corporate overhead. Based on a full year not taking into
consideration holidays that works out to be 3.5 clients served (loads picked up)
per day.

We have budgeted for capacity to serve 3-5 pickups per day per vehicle based on
the distance, size and location of the pickup. With two vehicles this provides
capacity to operate in excess of breakeven levels. Management believes our
marketing efforts and the ability to attract clientele will be the primary
factor of our success.

MARKET

If we are able to raise capital in an additional equity offering we intend to
locate our shop in the Greater Manchester Area. The last population census for
Manchester and the Greater Manchester Area put 2001 population of Manchester at
441,200 and the Greater Manchester Area at 2,547,700. We expect our primary
users to be residences with detached houses and businesses of all categories.
There are many competitors currently in the `junk removal' business. There is no
guarantee that Verve Ventures will be able to capture a sizable proportion of
the local marketplace in order to break even and eventually reach profitable
levels of clientele.

MARKETING

We intend to differentiate ourselves by our social and environmental approach
and not compete on a price model with the numerous companies already occupying
that space. Our website will focus on the things that make our service green and
socially conscious: -Differentiation of waste to make sure the highest possible
amount of waste is recycled/reused/donated . -Offsetting of carbon footprint
from all vehicles.

In addition we will hand out pamphlets/coupons at environmental functions and
use some of our marketing budget to help sponsor social and environmental
functions so to directly advertise to our target market.

INSURANCE

We do not maintain any insurance at present but intend to insure all timber
assets if such insurance for carbon projects becomes available. At present there
is no insurance available for forest-based carbon projects. . Because we do not
have any insurance at present, if we are made a party of a liability action, we
may not have sufficient funds to defend the litigation. If that occurs a
judgment could be rendered against us that could cause us to cease operations.

EMPLOYEES

We are a development stage company and currently have no employees, other than
our two officers and directors. We intend to hire additional employees as
described in our plan of operations if we are able to raise the required funds.

GOVERNMENT REGULATIONS

We are required to have a business license as well as comply with all laws
regarding waste brokers and dealers in the US and Wales.

WASTE BROKERS AND DEALERS AND ENVIRONMENTAL PERMITTING:

Corporations dealing in waste must register as a waste broker. In addition for
corporations that store waste on their own site must be authorized to do so by
an environmental permit. If a corporation has an environmental permit there is
no need to register as a waste broker.

Environmental permitting is a risk-based regime for regulating business
activities that could have an impact on the environment and human health. It is
a streamlined system for managing environmental permits with common procedures
for appeals, changes and transfers. In order to obtain an environmental permit
an application must be filled out. In the case of Verve Ventures a Standard
Permit Application is required to be filled out and submitted to the UK
Environmental Agency. In order to comply with the environmental permit the
company must comply with any conditions issued by the regulator and inform the
regulator in advance if any changes to operations are to be made. This process
costs nothing unless the application requires the Environmental Agency to
advertise an application in accordance with the public participation statement.
In this case a (pound)500 (USD$800) charge, or cost if lower, will be required
from the corporation applying. The process takes approximately 3-6 week however
legally UK Environmental Agency has up to three months to process a Standard
Permit Application.

If a corporation does not comply with the conditions set by the regulator of an
environmental permit the regulator has the following enforcement procedures:

CARRIERS LICENSE

To transport any type of waste in the UK a corporation must have a waste carrier
license. New applications cost (pound)154 (USD$246) and renewal applications
cost (pound)105 (USD$168). Applications are processed in the order the UK
Environmental Agency receives them and current process time ranges from 2-3
weeks, however legislation allows for up to a two month assessment period.

RESEARCH AND DEVELOPMENT

We have not incurred any other research or development expenditures since our
incorporation.

SUBSIDIARIES

We do not have any subsidiaries.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or trademarks.

OFFICES

Our principal offices are located at 33 Turnberry Drive Wilmslow, Cheshire
Sk92QW.. Our telephone number is 44-161-884-0149. The current office space is
being loaned to use free of charge by our Secretary and director Christopher
Clitheroe. We intend to move to a more suitable location in the greater
Manchester area if we are able to raise additional capital through an equity
placement. We do not pay any rent and there is no agreement to pay any rent in
the future. Such costs are immaterial to the financial statements and,
accordingly have not been reflected therein.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is PO Box 4470 Lake Tahoe, 89449-4470.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NO PUBLIC MARKET FOR COMMON STOCK

There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be quoted on the
bulletin board or, if quoted, that a public market will materialize.

STOCKHOLDERS OF OUR COMMON SHARES

As of the date of this registration statement, we have 29 registered
shareholders.

RULE 144 SHARES

9,050,000 shares of our common stock are issued and outstanding as of the date
of this prospectus. The resale of our common stock must be by way of
registration or through reliance upon an exemption from registration. Our issued
shares of common stock are not currently available for resale to the public in
accordance with the volume and trading limitations of Rule 144 of the Act
because we are a shell company. Our shareholders cannot rely on Rule 144 for the
resale of our common stock until the following have occurred:

1. we have ceased to be a shell company;
2. we are subject to the reporting requirements of the Exchange Act;
3. we have filed all Exchange Act reports required for the past 12
months; and
4. a minimum of one year has elapsed since we filed current Form 10
information on Form 8-K changing our status from a shell company to a
non- shell company.

When Rule 144 is available, our affiliate stockholder shall be entitled to sell
within any three month period a number of shares that does not exceed the
greater of:

1. 1% of the number of shares of the company's common stock then
outstanding; or
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.

STOCK OPTION GRANTS

To date, we have not granted any stock options.

REGISTRATION RIGHTS

We have not granted registration rights to the selling shareholders or to any
other persons.

DIVIDENDS

There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.

We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.

PLAN OF OPERATION

ALL FIGURES HAVE BEEN CONVERTED INTO US DOLLARS OUR REPORTING CURRENCY

COMPLETION OF SECONDARY FINANCING (180 DAYS AFTER THE EFFECTIVENESS OF THIS
REGISTRATION STATEMENT)

We expect to complete an additional public offering and file an additional
registration statement registering the newly issued shares within 180 days after
the effectiveness of this registration statement by the Securities and Exchange
Commissions. We intend to concentrate all our efforts on raising capital during
this period. We do not plan to begin business operations until we complete our
additional public offering. We will require additional financing of $350,000 in
order to proceed with our full business plan for a full year. The $350,000 will

include all items budgeted for in our plan of operations as well as $20,220 for
in additional working capital. We will realize no proceeds from this
registration statement and may have difficulties in raising additional funds due
to the creation of a secondary market of shares for sale.

We plan to sell additional common shares in order to raise the funds necessary
to pursue our plan of operations. Issuances of additional shares will result in
dilution to our existing shareholders. We also may receive loans from our
officers and directors.
We currently do not have any arrangements in place for obtaining director loans
and there is no assurance that we will be successful in completing any equity
financing. Once the present registration statement is effective there will be a
ready market of secondary shares for sale, from which we will receive no
proceeds. This will make it difficult to complete our secondary offering and the
future share price will dictate the price of any additional raises.

BUDGET: $15,000

DEVELOP WEBSITE (45 DAYS AFTER THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT)

We have begun work on a corporate website but additional funds are required in
order to purchase and integrate software. Software will include ability to order
waste removal services online and time and location of pickup information will
be uploaded to vehicle fleet to make for increased efficiencies for both the our
corporation as well as our potential clients. Our website will be used to raise
awareness for our business and the benefits (social and environmental) our
services provide. In addition the website will be used for ordering and payment
of our services.

BUDGET: $15,000

LEASE AND OUTFIT WASTE-REMOVAL VEHICLES (IMMEDIATELY UPON COMPLETION OF WEBSITE)

We intend to lease two `Waste-Removal Vehicles'. Initial capital expenditures
are projected by Management to be approximately $20,000. This expense is made up
of an $8,000 down payment for each vehicle and an additional $2,000 per vehicle
to outfit with integrated screen for GPS and delivery data.

In addition monthly costs for each vehicle are expected to be approximately
$2,845. This expense is made up of the following costs: $650.00 for lease
payments, $150 for insurance, $2,000 for gasoline, and $45 for environmental
fees. All numbers have been determined using current available information and
converted into USD as this is the currency we will be raising funds in. The
monthly costs will be multiplied by twelve in order to determine an annual
budget.

BUDGET: $88,280

ESTABLISH AND PROCESSING PLANT. (60 DAYS AFTER COMPLETION OF SECONDARY
FINANCING)

We intend to find a suitable indoor/outdoor space to conduct or sorting and
storage operations. This space will be used to organize general waste into the
following categories:

Recyclable: Materials that can be further processed to be made into new
products. These materials will be delivered to the nearest recycling facility.
Re-usable: Materials, that are suitable to be reused. Use to be determined based
on material/product. Garbage: Materials that do not fit into the other two
categories.

Management expects leasing costs of approximately $3,000 per month for a
suitable location and initial storage and other equipment expenses of
approximately $15,000. This initial cost includes large bins, tarps, computer,
and phone.

BUDGET: $51,000

HIRE STAFF (IMMEDIATELY UPON ESTABLISHMENT OF PROCESSING PLANT)

We intend to initially hire two employees other than the current officers and
directors. One employee will be responsible for running the organizational and
sorting operations at the processing plant while the second will be responsible
for operating the second truck. Additional employees will be hired as required.
Management intends to pay the processing plant employee $2,500 per month and the
truck driver $3,000 per month. In addition a salary of $3,500 per month will be
paid to Mr. Christopher Clitheroe who will be driving the second vehicle and
handling managerial responsibilities.

BUDGET: $108,000

BEGIN MARKETING EFFORTS AND OPERATIONS (IMMEDIATELY UPON HIRING STAFF)

We intend to begin marketing and actual operations immediately once website,
Waste-Removal Vehicles, processing plant and staff are available. Marketing
plans are described in greater detail under business description.

BUDGET: 25,000

SUMMARY

In summary, we should be in full operation and taking on contracts within 285
days (approx 9.5 months) of the effectiveness of this registration statement.
Our main focus once in full operation will be to expand our business through
marketing efforts and to keeps costs to a minimum while making sure any clients
we can attract are satisfied with our services.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an
evaluation of our performance. We are a start-up company and have not generated
any revenues. We cannot guarantee success of our business operations. Our
business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources and possible cost overruns due
to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.

RESULTS OF OPERATIONS FOR PERIOD ENDING OCTOBER 31, 2010

We did not earn any revenues from our incorporation on February 23, 2010 to
October 31, 2010. We incurred operating expenses in the amount of ($1,972) for
the period from our inception on February 23, 2010 through October 31, 2010.
These operating expenses were comprised incorporation costs, website, bank
service charges and other development costs.

We have not attained profitable operations and are dependent upon obtaining
financing to continue with our business plan. For these reasons, there is
substantial doubt that we will be able to continue as a going concern.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have had no changes in or disagreements with our accountants.

AVAILABLE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company. You may inspect the registration
statement, exhibits and schedules filed with the Securities and Exchange
Commission at the Commission's principal office in Washington, D.C. Copies of
all or any part of the registration statement may be obtained from the Public
Reference Section of the Securities and Exchange Commission, 100 F Street NE,
Washington, D.C. 20549. D.C. 20549. Please call the Commission at 1-800-SEC-0330
for further information on the operation of the public reference rooms.

The Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. Our
registration statement and the referenced exhibits can also be found on this
site.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officer and director and his age as of the date of this prospectus
is as follows:

DIRECTOR:

Name of Director Age
---------------- ---

Leslie Clitheroe 60
Christopher Clitheroe 26

EXECUTIVE OFFICERS:

Name of Officer Age Office
--------------- --- ------

Leslie Clitheroe 60 President, Chief Executive Officer, Treasurer,
Chief Financial Officer and Chief Accounting
Officer

Christopher Clitheroe 26 Secretary

BIOGRAPHICAL INFORMATION

LESLIE CLITHEROE

Set forth below is a brief description of the background and business experience
of our President, Chief Executive Officer, Treasurer, Chief Financial Officer
and Chief Accounting Officer and director.

Since our inception on February 23, 2010, Leslie Clitheroe has been our
President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief
Accounting Officer and a member of our board of directors. Mr. Clitheroe
attended Manchester University where he obtained a B.A in geography and a M.Ed.
in History. Since finishing University Mr. Clitheroe has been employed as a high
school teacher, she has held her current position as Head of Geography
Department at West Hill School for the past ten years. Leslie has not been a
member of the board of directors of any corporations during the last five years.
He intends to devote approximately 20% of his business time to our affairs.

During the past ten years, Mr. Clitheroe has not been the subject to any of the
following events:

1. Any bankruptcy petition filed by or against any business of which Mr.
Clitheroe was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.

2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.

3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mr. Clitheroe's involvement
in any type of business, securities or banking activities.

4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

CHRISTOPHER CLITHEROE

Set forth below is a brief description of the background and business experience
of our Secretary and director.

Since our inception on February 23, 2010, Christopher Clitheroe has been our
Secretary and a member of our board of directors. Mr. Clitheroe attended the
University of Nevada where he obtained a Bachelor's Degree in Hotel Management
in September 2006. Christopher worked as a butler at the Skylofts at MGM Grand
in Las Vegas from January 2006 until December 2007. He then went on to work in a
management capacity at the Lancashire Cricket Club until November of 2008. His
current occupation is as an account manager with Outsourcery ltd where he has
been employed since January 2009. Christopher has not been a member of the board
of directors of any corporations during the last five years. He intends to
devote approximately 40% of his business time to our affairs.

During the past ten years, Mr. Clitheroe has not been the subject to any of the
following events:

2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.

TERM OF OFFICE

Our sole officer and director is appointed for a one-year term to hold office
until the next annual general meeting of our shareholders or until removed from
office in accordance with our bylaws.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our sole officer and director.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period from our incorporation on February 23, 2010 to
October 31, 2010 (our fiscal year end) and subsequent thereto to the date of
this prospectus.

SUMMARY COMPENSATION TABLE

Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------

Leslie Clitheroe 2010 None None None None None None None None
President, CEO,
CFO, Treasurer,
Chief Accounting
Officer, and
sole director

Christopher 2010 None None None None None None None None
Clitheroe
Secretary

STOCK OPTION GRANTS

We have not granted any stock options to our executive officer since our
inception.

CONSULTING AGREEMENTS

We do not have an employment or consulting agreement with Leslie or Christopher
Clitheroe. We do not pay them for acting as a directors or officers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group as at
October 31, 2010 except as otherwise indicated, all shares are owned directly.

Title of Name and address Amount of beneficial Percent
Class of beneficial owner ownership of class
----- ------------------- --------- --------

Common Leslie Clitheroe 3,000,000 33% (1)
Stock President, Chief Executive Officer, Chief Financial,
Officer, Treasurer, Chief Accounting Officer and sole
Director
32, Tewkesbury Close
Poynton, Cheshire
SK11QJ

Common Christopher Clitheroe 500,000 6% (1)
Stock Secretary and Director
33 Turnberry Drive
Wilmslow, Cheshire
Sk92QW

Common All Officers and Directors as a 3,500,000 (1)
Stock group that consists of one person shares 39%

----------
(1) The percent of class is based on 9,050,000 shares of common stock issued
and outstanding as of the date of this prospectus.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Leslie Clitheroe purchased 3,000,000 shares of Verve Ventures Inc. at a price of
$0.001 per share on April 7, 2010. Christopher Clitheroe purchased 500,000
shares of Verve Ventures Inc. at a price of $0.001 per share on April 21, 2010
None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:

* Any relative or spouse of any of the foregoing persons who has the
same house as such person;
* Immediate family members of directors, director nominees, executive
officers and owners of 5% or more of our common stock.

On February 23, 2010, a Director and President, Leslie Clitheroe loaned the
Company $1,275. On March 22, 2010, a Director and President, Leslie Clitheroe
loaned the Company $100. The loan is non-interest bearing, unsecured and due
upon demand.

The Company shares office space in the office of its Secretary and Director
Christopher Clitheroe We do not pay any rent and there is no agreement to pay
any rent in the future nor is there a binding agreement for the space to be
provided indefinitely on a rent-free basis. Such costs are immaterial to the
financial statements and, accordingly have not been reflected therein

DIRECTOR INDEPENDENCE

Our common stock is not currently listed on a national securities exchange or an
inter-dealer quotation system. We intend to apply to have our common stock
quoted on the OTC Bulletin Board inter-dealer quotation system, which does not
have director independence requirements. Under NASDAQ Rule 4200(a)(15), a
director is not considered to be independent if he or she is also an executive
officer or employee of the corporation. Accordingly, Leslie Clitheroe is not
independent because he is an executive officer of our company.

PROMOTERS AND CERTAIN CONTROL PERSONS

Leslie Clitheroe and Christopher Clitheroe are promoters of Verve Ventures Inc.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.

VERVE VENTURES INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
October 31, 2010

REPORT OF INDEPENDENT ACCOUNTING FIRM F-1

BALANCE SHEET F-2

STATEMENT OF OPERATIONS F-3

STATEMENT OF STOCKHOLDERS' EQUITY F-4

STATEMENT OF CASH FLOWS F-5

NOTES TO THE FINANCIAL STATEMENTS F-6

Chang G. Park, Ph. D.
2667 CAMINO DEL RIO SOUTH PLAZA B * SAN DIEGO * CALIFORNIA 92108 *
* TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 764-5480
* E-MAIL changgpark@gmail.com *

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Verve Venture Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Verve Venture Inc. (A
Development Stage "Company") as of October 31, 2010 and the related statements
of operation, changes in shareholders' equity and cash flow for the period from
February 23, 2010 (inception) to October 31, 2010. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Verve Venture Inc. as of
October 31, 2010 and the result of its operation and its cash flow for the
period from February 23, 2010 (inception) to October 30, 2010 in conformity with
U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 2 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Chang Park
-----------------------------
CHANG G. PARK, CPA
December 12, 2010
San Diego, CA. 92108

F-1

VERVE VENTURES INC.
(A Development Stage Company)
Balance Sheet
--------------------------------------------------------------------------------

October 31,
2010
--------
ASSETS

CURRENT ASSETS
Cash $ 24,653
--------
TOTAL CURRENT ASSETS 24,653
--------

TOTAL ASSETS $ 24,653
========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Loan from Director $ 1,375
--------
TOTAL CURRENT TERM LIABILITIES 1,375
--------

TOTAL LIABILITIES 1,375
--------

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001par value, 75,000,000 shares authorized;
9,050,000 shares issued and outstanding 9,050
Additional paid-in-capital 16,200
Deficit accumulated during the development stage (1,972)
--------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 23,278
--------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 24,653
========

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

F-2

VERVE VENTURES INC.
(A Development Stage Company)
Statement of Operations
--------------------------------------------------------------------------------

From Inception on
February 23, 2010 to
October 31,
2010
----------
REVENUE
Revenue $ --
----------
OPERATING EXPENSES
General and Administrative Expenses 1,972
----------

Total Operating Expenses 1,972
----------
Net (loss) from Operation before Taxes (1,972)
Provision for Income Taxes --
----------

Net (loss) $ (1,972)
==========

BASIC AND DILUTED EARNING (LOSS) PER COMMON SHARE - $ (0.00)
==========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 4,668,800
==========

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

F-3

VERVE VENTURES INC.
(A Development Stage Company)
Statement of Stockholders' Equity
From Inception on February 23, 2010 to October 31, 2010
--------------------------------------------------------------------------------

Deficit
Accumulated
Number of Additional During
Common Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----

Balance at inception on February 23, 2010 -- $ -- $ -- $ -- $ --

Common shares issued for cash at $0.001 3,500,000 3,500 -- -- 3,500

Common shares issued for cash at $0.003 3,000,000 3,000 6,000 -- 9,000

Common shares issued for cash at $0.005 2,550,000 2,550 10,200 -- 12,750

Net (loss), year ended October 31, 2010 -- -- -- (1,972) (1,972)
--------- ------ ------- ------- -------

Balance as of October 31, 2010 9,050,000 $9,050 $16,200 $(1,972) $23,278
========= ====== ======= ======= =======

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

F-4

VERVE VENTURES INC.
(A Development Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------

From Inception on
February 23, 2010 to
October 31,
2010
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (1,972)
Adjustments to reconcile net loss to net
cash provide by (used in) operating activities:
Changes in operating assets and liabilities:
--------

Net cash provided by (used in) operating activities (1,972)
--------
CASH FLOWS FROM INVESTING ACTIVITIES

Net cash provided by (used in) operating activities --

CASH FLOWS FROM FINANCING ACTIVITIES
Loans from Director 1,375
Sale of common stock 25,250
--------

Net cash provided by (used in) financing activities 26,625
--------

Net increase (decrease) in cash and equivalents 24,653

Cash and equivalents at beginning of the period --
--------

Cash and equivalents at end of the year $ 24,653
========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during year for:
Interest $ --
========

Taxes $ --
========

NON-CASH ACTIVITIES $ --
========

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

F-5

VERVE VENTURES INC.
(A Development Stage Company)
Notes To The Financial Statements
October 31, 2010
--------------------------------------------------------------------------------

1. ORGANIZATION AND BUSINESS OPERATIONS

VERVE VENTURES INC. ("the Company") was incorporated under the laws of the State
of Nevada, U.S. on February 23, 2010 and established a fiscal year end of
October 31, 2010. The Company is in the development stage as defined under
Statement on Financial Accounting Accounting Standards Codification FASB ASC
915-205"Development-Stage Entities." and it intends to provide waste removal and
disposal services to corporate and individual clients in the United Kingdom. Our
services will be focused on a client base that is willing to pay a premium to
assure both social and environmental concerns are addressed in all aspects of
waste collection and disposal. We intend to operate a fleet of vehicles and a
sorting/storage facilities both of which will begin small and scalable.

The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception, February 23, 2010 through
October 31, 2010 the Company has accumulated losses of $1,972.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company's fiscal year end is October 31.

b) Going Concern
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $1,972 as of October 31, 2010 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from officers and directors and or private
placement of common stock.

c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.

d) Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

e) Foreign Currency Translation
The Company's functional currency is the British Pound and its reporting
currency is the United States dollar.

F-6

VERVE VENTURES INC.
(A Development Stage Company)
Notes To The Financial Statements
October 31, 2010
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

f) Financial Instruments
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these instruments.

g) Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.

h) Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with SFAS No.
128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement.Basic EPS
is computed by dividing net loss available to common shareholders (numerator) by
the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all potentially dilutive common shares
outstanding during the period. Diluted EPS excludes all potentially dilutive
shares if their effect is anti-dilutive.

1) Recent Accounting Pronouncements
In June 2009, the FASB issued guidance now codified as ASC 105, Generally
Accepted Accounting Principles as the single source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with U.S. GAAP, aside from
those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is
intended to simplify user access to all authoritative U.S. GAAP by providing all
authoritative literature related to a particular topic in one place. The
adoption of ASC 105 did not have a material impact on the Company's financial
statements, but did eliminate all references to pre-codification standards.

In February 2010, the FASB issued Accounting Standards Update ("ASU")
No.2010-09, "Amendments to Certain Recognition and Disclosure Requirements"
("ASU2010-09"), which is included in the FASB Accounting Standards Codification
(the "ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC
filer is required to evaluate subsequent events through the date that the
financial statements are issued. ASU 2010-09 is effective upon the issuance of
the final update and did not have a significant impact on the Company's
financial statements.

The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.

F-7

VERVE VENTURES INC.
(A Development Stage Company)
Notes To The Financial Statements
October 31, 2010
--------------------------------------------------------------------------------

3. COMMON STOCK

The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share. No preferred shares have been authorized or issued.

As of September 30, 2010, the Company has not granted any stock options and has
not recorded any stock-based compensation.

In April 2010, the Company issued 3,500,000 shares of common stock at a price of
$0.001 per share for total cash proceeds of $3,500.

In July of 2010, the Company issued 3,000,000 shares of common stock at a price
of $0.003 per share for total cash proceeds of $9,000.

In September of 2010, the Company issued 2,550,000 shares of common stock at a
price of $0.005 per share for total cash proceeds of $12,750.

During the period February 23, 2010 (inception) to October 31, 2010, the Company
sold a total of 9,050,000 shares of common stock for total cash proceeds of
$25,250.

4. INCOME TAXES

As of October 31, 2009, the Company had net operating loss carry forwards of
approximately $1,972 that may be available to reduce future years' taxable
income through 2029. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.

5. RELATED PARTY TRANSACTONS

February 23, 2010, an officer and director Christopher Clitheroe had loaned the
Company $1,275. On March 3, 2010 an officer and director Christopher Clitheroe
had loaned the company $100. The loan is non-interest bearing, due upon demand
and unsecured.

6. SUBSEQUENT EVENTS

The Company has evaluated subsequent events from October 31, 2010 through
November 30, 2010, the date whereupon the financial statements were available
issued and has determined that there are no items to disclose.

F-8

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act with
the SEC with respect to the shares of our common stock offered through this
prospectus. This prospectus is filed as a part of that registration statement
but does not contain all of the information contained in the registration
statement and exhibits. Statements made in the registration statement are
summaries of the material terms of the referenced contracts, agreements or
documents of our company. You may inspect the registration statement, exhibits
and schedules filed with the SEC at the SEC's principal office in Washington,
D.C. Copies of all or any part of the registration statement may be obtained
from the Public Reference Section of the SEC, at 100 F Street, NE, Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. The SEC also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the SEC. Our registration
statement and the referenced exhibits can also be found on this site.

We are not currently subject to the Exchange Act and currently are not required
to, and do not, deliver annual, quarterly or special reports to stockholders. We
will not deliver such reports to our stockholders until after, and if, this
offering is declared effective by the SEC. Once such effectiveness is granted,
if ever, we plan to file a registration statement pursuant to the Exchange Act
in order to register our common stock under Section 12(g) of the Exchange Act.
Upon our common stock becoming registered under the Exchange Act we will be
required to file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings will be available to the public
over the Internet at the SEC's website at http://www.sec.gov.

[OUTSIDE BACK COVER OF PROSPECTUS]

DEALER PROSPECTUS DELIVERY OBLIGATION

Until ____, 2011, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee $ 3.96
Transfer Agent Fees $ 5,000.00
Accounting fees and expenses $ 5,500.00
Legal fees and expenses $ 4,500.00
Edgar filing fees $ 1,000.00
----------

Total $16,003.96
==========

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or other costs of sale.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our sole officer and director is indemnified as provided by the Nevada Revised
Statutes and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation; that is not the case with our articles
of incorporation. Excepted from that immunity are:

(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;

(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);

(3) a transaction from which the director derived an improper personal
profit; and

(4) willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:

(1) such indemnification is expressly required to be made by law;

(2) the proceeding was authorized by our Board of Directors;

(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or

(4) such indemnification is required to be made pursuant to the bylaws.

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Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advance of expenses is to be made upon receipt of an undertaking by or on behalf
of such person to repay said amounts should it be ultimately determined that the
person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.

RECENT SALES OF UNREGISTERED SECURITIES

We issued 3,000,000 shares of our common stock to Leslie Clitheroe on April 7,
2010. Mr. Clitheroe is our President, Chief Executive Officer, Treasurer and a
director. He acquired these 3,000,000 shares at a price of $0.001 per share for
total proceeds to us of $3,000.00. These shares were issued pursuant to Section
4(2) of the Securities Act of 1933 (the "Securities Act").

In connection with this issuance, Mr. Clitheroe was provided with access to all
material aspects of the company, including the business, management, offering
details, risk factors and financial statements.

He also represented to us that he was acquiring the shares as principal for his
own account with investment intent. He also represented that he was
sophisticated, having prior investment experience and having adequate and
reasonable opportunity and access to any corporate information necessary to make
an informed decision. This issuance of securities was not accompanied by general
advertisement or general solicitation. The shares were issued with a Rule 144
restrictive legend.

We issued 500,000 shares of our common stock to Christopher Clitheroe on April
21, 2010. Mr. Clitheroe is our Secretary and a director. He acquired these
500,000 shares at a price of $0.001 per share for total proceeds to us of
$500.00. These shares were issued pursuant to Section 4(2) of the Securities Act
of 1933 (the "Securities Act").

We completed an offering of 3,000,000 shares of our common stock at a price of
$0.003 per share to the following 10 purchasers on July 5, 2010:

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Name of Subscriber Number of Shares
------------------ ----------------

Andrea Clitheroe 300,000
Jennifer Clitheroe 300,000
Katie Freeman 300,000
Samantha Jones 300,000
Matthew Murray 300,000
Amy Naden 300,000
Alex Hemmings 300,000
Alexander Kilburn 300,000
Elizabeth Mellar 300,000
Carly McGuinness 300,000

The total amount received from this offering was $9,000. We completed this
offering pursuant to Regulation S of the Securities Act

We completed an offering of 2,550,000 shares of our common stock at a price of
$0.005 per share to the following 10 purchasers on September , 2010:

Name of Subscriber Number of Shares
------------------ ----------------

Edward Mason 150,000
Holly Smith 150,000
Laleh Yaghoobzadeh 150,000
Michael Jarvie 150,000
Neil Bolton 150,000
Richard Berkeley 150,000
Rachel Rotherham 150,000
Steven Cook 150,000
Thomas Finlinson 150,000
Tom Ramsbottom 150,000
Tara Whiley 150,000
Jeni Ormerod 150,000
Ryan Murray 150,000
Jose Garcia Russo 150,000
Sara Mcculloch 150,000
Gary Mcintosh 150,000
Paul Darlington 150,000

The total amount received from this offering was $12,750. We completed this
offering pursuant to Regulation S of the Securities Act

REGULATION S COMPLIANCE

Each offer or sale was made in an offshore transaction;

We did not make any directed selling efforts in the United States. We also did
not engage any distributors, any respective affiliates, nor any other person on
our behalf to make directed selling efforts in the United States;

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Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act of 1933, or pursuant to an available exemption from
registration; and agreed not to engage in hedging transactions with regard to
such securities unless in compliance with the Securities Act of 1933;

The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Securities Act of 1933, or pursuant to an available exemption from
registration; and that hedging transactions involving those securities may not
be conducted unless in compliance with the Securities Act of 1933; and

We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Securities Act of 1933, or pursuant to an available
exemption from registration.

EXHIBITS

Exhibit
Number Description
------ -----------

3.1 Articles of Incorporation *
3.2 By-Laws *
5.1 Legal opinion of Karen A, Batcher, with consent to use *
10.1 Marketing Agreement Verve Ventures and Zyon Technology
23.1 Consent of Audit Firm

----------
* Previously filed

THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; Notwithstanding the forgoing, any increase or
decrease in Volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the commission
pursuant to Rule 424(b)if, in the aggregate, the changes in the volume
and price represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.

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2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.

4. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors, and controlling persons pursuant
to the provisions above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted our director, officer, or other
controlling person in connection with the securities registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification
is against public policy to a court of appropriate jurisdiction. We will
then be governed by the final adjudication of such issue.

5. Each prospectus filed pursuant to Rule 424(b) as part of a Registration
statement relating to an offering, other than registration statements
relying on Rule 430(B) or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by referenced into the registration
statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Carson City, State of Nevada, on
February 18, 2011.

VERVE VENTURES INC.

By: /s/ Leslie Clitheroe
------------------------------------
Leslie Clitheroe
President, Chief Executive Officer,
Treasurer, Chief Accounting Officer,
Chief Financial Officer and Director

By: /s/ Christopher Clitheroe
------------------------------------
Christopher Clitheroe
Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.

Signature Capacity in Which Signed Date
--------- ------------------------ ----

/s/ Leslie Clitheroe President, Chief Executive February 18, 2011
----------------------------- Officer Treasurer,
Leslie Clitheroe Chief Accounting Officer,
Chief Financial Officer
and Director

/s/ Christopher Clitheroe Secretary and Director February 18, 2011
-----------------------------
Christopher Clitheroe

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