As filed with the Securities and Exchange Commission

on August 20, 2003.

REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION

----------------------

AMENDMENT NO. 6 TO FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------------

TWIN VENTURES LTD.
(Exact Name of Small Business Issuer in its Charter)

DELAWARE ---- 87-0700927
(State of Incorporation) (Primary Standard (IRS Employer ID No.)
Classification Code)

6418 NE AGATE BEACH LANE
BAINRIDGE ISLAND, WASHINGTON 98110-1000
(Address and Telephone Number of Registrant's Principal
Executive Offices and Principal Place of Business)

DAVID DEERING
PRESIDENT
TWIN VENTURES LTD.
6418 NE AGATE BEACH LANE
BAINRIDGE ISLAND, WASHINGTON 98110-1000

(206)842-2026
(Name, Address and Telephone Number of Agent for Service)

Copies of communications to:

GREGG E. JACLIN, ESQ.
ANSLOW & JACLIN, LLP
4400 ROUTE 9, 2ND FLOOR
FREEHOLD, NEW JERSEY
TELEPHONE NO.: (732) 409-1212
FACSIMILE NO.: (732) 577-1188

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

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 of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

-1-

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, 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 of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.|_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE
- -------------------------------

Title of Each Class Of
securities to be Proposed Maximum Amount of
Registered Amount to be Registered Aggregate Offering Price Registration fee
- ---------- ----------------------- ------------------------ ----------------

Common Stock of
par value $0.001

per share 3,257,000 $1,302,800 $105.53

The offering price has been estimated solely for the purpose of computing the
amount of the registration fee in accordance with Rule 457(c). Our common stock
is not traded and any national exchange and in accordance with Rule 457, the
offering price was determined by the price shares were sold to our shareholders
in a private placement memorandum. The price of $.40 is a fixed price at which
the selling security holders may sell their shares until our common stock is
quoted on the OTC Bulletin Board at which time the shares may be sold at
prevailing market prices or privately negotiated prices.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SHAREHOLDERS 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.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED AUGUST , 2003

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 SAID SECTION 8(A),
MAY DETERMINE.

-2-

TWIN VENTURES LTD.

3,257,000 SHARES OF COMMON STOCK

Our selling stockholders are offering to sell 3,257,000 shares of our common
stock. Currently, our common stock is not trading on any public market. Although
there is no established public trading market for our securities we intend to
seek a market maker to apply for a quotation on the OTC Electronic Bulletin
Board once this registration statement is deemed effective. The 3,257,000 shares
of our common stock can be sold by selling security holders at a fixed price of
$.40 per share until our shares are quoted on the OTC Bulletin Board and
thereafter at prevailing market prices or privately negotiated prices.

The shares may be sold or distributed from time to time by the selling
stockholders directly to one or more purchasers or through brokers or dealers
who act solely as agents at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated prices or at
fixed prices, which may be changed. WE WILL NOT RECEIVE ANY PROCEEDS FROM THE
SALE OF THE SHARES OF THE SELLING SECURITY HOLDERS PURSUANT TO THIS PROSPECTUS.
We have agreed to bear the expenses of the registration of the shares, including
legal and accounting fees, and such expenses are estimated to be approximately
$20,000.

The securities offered in this prospectus involved a high degree of risk. You
should carefully consider the factors described under the heading "Risk Factors"
beginning on page 3. You should not invest in our common stock unless you can
afford to lose your entire investment and you are not dependent on the funds you
are investing.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is August , 2003

-3-

TABLE OF CONTENTS

ABOUT OUR COMPANY 4
HOW OUR COMPANY IS ORGANIZED 4
WHERE YOU CAN FIND US 5
SUMMARY FINANCIAL DATA 5
RISK FACTORS 6
SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS 9
USE OF PROCEEDS 10
PENNY STOCK CONSIDERATIONS 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OR OPERATION 10
BUSINESS 13
DESCRIPTION OF PROPERTY 19
MANAGEMENT 19
PRINCIPAL STOCKHOLDERS 23
SELLING STOCKHOLDERS 23
PLAN OF DISTRIBUTION 25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 25
DESCRIPTION OF SECURITIES 25
INDEMNIFICATION OF DIRECTORS AND OFFICERS 26
WHERE YOU CAN FIND MORE INFORMATION 27
TRANSFER AGENT 28
LEGAL MATTERS 28
EXPERTS 28
INDEX TO FINANCIAL STATEMENTS f-1

Until ______, 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 dealer's obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

-i-

ABOUT OUR COMPANY

We are an exploration stage company that was formed in November 2002. After
careful research for local potential for Copper-Nickel-Palladium-Platinum
deposits, we focused on a belt of intrusive ultramafic rocks, which are rocks
composed of predominantly ninety (90%) percent dark minerals, extending
northwest from just north of Hope, British Columbia. Currently, there is no
assurance that commercially minable deposit or reserve exists within our claims,
until further exploration is performed and comprehensive evaluation based upon
the exploration supports a different conclusion.

Based on the recommendation of our geologist, Laurie Stephenson, P.Eng., in
November of 2002, the claims were staked and sold to us. In April 2003, we
assigned such claims to New Heights Capital Corporation, our wholly owned
subsidiary, which then registered the claims. David Deering, our President
commissioned a report to evaluate the area of claims and to recommend an
exploration program to explore mineral prospects and to be filed with the
appropriate regulatory bodies. The report includes the initial prospecting and
preliminary geological work completed by Laurie Stephenson, P. Eng., on the
claims and surrounding property. It represents the first known compilation of
data for the area. Mr. Stephenson has been involved in the area since March 2000
assessing the prospective geological potential, access, and general conditions.
It should be noted that in 2001 the British Columbia government completed an
aggressive program in the Harrison Lake-British Columbia Pacific Nickel Mine
area of detailed cross-sectional geological mapping, sampling and age dating to
foster further exploration along the belt and area activity has increased
considerably on much of the southern portion of the belt. Notwithstanding such
increased activity and the program undertaken by the British Columbian
government, there is still no conclusive evidence that commercially minable
deposit or reserve exists in such area.

We have completed phase one of a four step plan to evaluate our initial minerals
prospect for exploration. Phase one consisted of identifying an area with
promising geological properties, purchasing the initial 60 units of the Ritz
property, securing a geological report on the property and completing the

initial rock and silt samples on the prospect. As of June 30, 2003, we had
approximately $1,722 in cash and an additional $744 in equipment for a total of
$2,466 in assets. As of June 30, 2003, our liabilities were $18,950. The

planned exploration expenditures of phase two and three are estimated to cost
$8,200, an additional $2,500 payment is due on the Lake Lillooet Property
pursuant to the Mineral Claims Agreement during the next 12 months, and our
general and administrative is expected to average $200 per month for the next 12
months. We will need to raise additional capital to continue or operations past
12 months, and there is no assurance we will be successful in raising the needed
capital. At this time, we do not have any lines of credit available to us.

HOW OUR COMPANY IS ORGANIZED

We were incorporated under the name Twin Ventures Ltd. in the State of Delaware
on November 6, 2002. Since November 2002, we have spent a total of $39,500 for
research and exploration. This amount represents the total amount expended on
research and exploration to date. All of such expenses were used to research the
prospective property for mining and exploration. In April, 2003, we acquired the
outstanding common share (one common share) of New Heights Capital Corporation,
an inactive Canadian corporation, in order to record our rights to the "Ritz
Claim" in a Canadian corporation as required. In consideration for the purchase
of the shares, the "Ritz Claim" was transferred to New Heights Capital
Corporation which became our wholly owned subsidiary.

We have not been involved in any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.

WHERE YOU CAN FIND US

Our corporate offices are located at 6418 NE Agate Beach Lane, Bainbridge
Island, Washington 98110-1000. Our corporate staff consists of one part time
officer and three part time directors. Our telephone number is (206) 842-2026.

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with
Management's Discussion and Analysis or Plan of Operation" and the Financial
Statements and Notes thereto, included elsewhere in this Prospectus. The
statement of operations data and the balance sheet date for the period from
November 6, 2002 (inception) to June 30, 2003 are derived from Twin Ventures'
audited Financial Statements. The statement of operations data and the balance
sheet data at June 30, 2003 are derived from Twin Ventures' June 30, 2003
financial statements. The operating results for the period ended June 30, 2003
are not necessarily indicative of the results to be expected for the full year
or for any future period. We are an exploration stage company.

Date of Six Months Ended (Date of

Inception June 30, 2003 Inception
November 6, 2002 November 6, 2002
December 31, 2002 To June 30,2003

Statement of Operations Data:

Revenue $ 0 $ 0 $ 0
Net Losses $145,920 $ 2,814 $148,734
Total Operating Expenses $145,920 $ 2,814 $148,734
General Exploration $ 33,500 $ 0 $ 33,500
General and Administrative $112,420 $ 2,814 $115,234

As of As of
December 31, 2003 June 30, 2003

Balance Sheet Data:

Cash $80 $1,722
Total Assets $80 $2,466
Total Liabilities $30,500 $ 18,950
Stockholders Equity (deficit) $(30,420) $(16,484)

RISK FACTORS

You should carefully consider the following risk factors and other information
in this prospectus before deciding to become a shareholder of our common stock.
Your investment in our common stock is highly speculative and involves a high
degree of risk. You should not invest in our common stock unless you can afford
to lose your entire investment and you are not dependent on the funds you are
investing.

1. We Have No Reserves and Consequently No Income, Therefore We Will Require
Additional Funds to Achieve Our Current Business Strategy and Our Inability to
Obtain Additional Financing Could Have a Material Adverse Effect on Our Ability
to Maintain Business Operations.

We will need to raise additional funds through public or private debt or sale of
equity to achieve our current business strategy of exploration on the property
located at Lillooet Lake. This financing may not be available when needed. Even
if this financing is available, it may be on terms that we deem unacceptable or
are materially adverse to your interests with respect to dilution of book value,
dividend preferences, liquidation preferences, or other terms. At the present
time, we have not made any plans to raise additional money and there is no
assurance that we would be able to raise additional money in the future.
Therefore, you may be investing in a company that will not have the funds
necessary to commence operations. Our inability to obtain financing would have a
material adverse effect on our ability to implement our exploration strategy,
and as a result, could require us to diminish or suspend our exploration
strategy and possibly cease our operations.

If we are unable to obtain financing on reasonable terms, we could be forced to
delay, scale back or eliminate certain product and service exploration programs.
In addition, such inability to obtain financing on reasonable terms could have a
material adverse effect on our business, operating results, or financial
condition to such extent that we are forced to restructure, file for bankruptcy,
sell assets or cease operations, any of which could put your investment dollars
at significant risk.

2. We Lack an Operating History and Have Losses Which We Expect to Continue into
The Future.

We were incorporated in November 2002 and we have not started our proposed
business operations or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
since inception is $74,600. Our ability to achieve and maintain profitability
and positive cash flow is dependent upon:

- our ability to locate a profitable mineral property
- our ability to generate revenues
- our ability to raise the capital necessary to continue exploration of
the property.

Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
exploration of our mineral properties. We cannot guarantee that we will be
successful in generating revenues in the future. Failure to generate revenues
may cause us to go out of business.

3. We Have No Known Ore Reserves and We Cannot Guarantee We Will Find Any
Platinum Group Metals (Hereinafter Referred to as "Pgm") or Other Minerals; If
We Find Pgm or Other Minerals, There Can Be No Guarantee That Production Will Be
Profitable.

We have no known ore reserves. We have not identified any PGM mineralization on
the property and we cannot guarantee we will. Platinum Group Metals include
platinum, palladium, rhodium, iridium, osmium and ruthenium which are valuable
because they are used in jewelry, electrical trades, catalytic converters, the
chemical industry and dentistry.

Even if we find that there is PGM mineralization on our property, we cannot
guarantee that we will be able to recover the metals profitably.

4. If We Fail to Pay Royalties to Mr. Garth Barton Under the Terms of Our
Contract, It is Possible that our Claims to the Property will Revert Back to Mr.
Barton Which Will Force Us To Cease Operations.

Pursuant to our Agreement with Garth Barton for the purchase of the mining
property we are required to pay $33,500 plus advance royalties of $25,000 to be
paid annually commencing 36 months from the date of signature of the agreement.
$16,000 of the $33,500 has already been paid and an additional $2,500 is due in
May 2004, an additional $2,500 is due in May 2005 and the balance of $12,500 is
due by May 2006. Failure to make any of such payments in a timely manner will
result in reversion of this property to Mr. Barton. The advance royalties of
$25,000 due regardless of it we find and remove mineralized material from the
property. Failure to pay the advance royalties will cause a reversion of the
property within ten days of such failure. If we fail to make such payments in a
timely manner and the property reverts to Mr. Barton we will be forced to cease
operations.

5. It is Possible That There May Be Native or Aboriginal Claims To Our Property
Which Could Affect Our Ability To Explore This Property.

Although we believe that we have the right to explore this property, we cannot
substantiate that there are no native or aboriginal claims to our property. If a
native or aboriginal claim is made to this property, it would negatively affect
our ability to explore this property. If it is determined that there is a
legitimate claim to this property then we may be forced to return this property
without adequate consideration. Even if there is no legal basis for such claim,
the costs involved in resolving such matter may force us to delay or curtail our
exploration completely.

6. Weather Interruptions in the Province of British Columbia May Affect and
Delay Our Proposed Exploration Operations.

While we plan to conduct our exploration year round, it is possible that snow or
rain could cause roads leading to our claims to be impassible. When roads are
impassible, we will be unable to continue exploration work.

7. We Are Small and Do Not Have Much Capital and Therefore We Must Limit Our
Exploration and As A Result We May Not Find Mineralized Material.

We are a small operation and do not have much capital. Therefore, we must limit
our exploration. Because we may have to limit our exploration, we may not find
mineralized material even though our property may contain mineralized material.

If we do not find mineralized material or we cannot remove the mineralized
material, because we do not have the money to do it or because it is not
economically feasible to do it, we will cease operations and you will lose your
investment.

8. We May Not Have Access to All of the Supplies and Materials We Need to Begin
Exploration Which Could Cause Us to Delay or Suspend Operations.

Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of supplies and certain equipment such as
bulldozers and excavators that we might need to conduct exploration. We have not
attempted to locate or negotiate with any suppliers of products, equipment or
materials. We will attempt to locate products, equipment and materials after
this offering is complete. If we cannot find the products, equipment and
materials we need, we will have to suspend our exploration plans until we do
find the products, equipment and materials we need.

9. David Deering's Control May Prevent You from Causing a Change in the Course
of Our Operations and May Affect the Market Price of Our Common Stock.

David Deering beneficially owns approximately 73% of our common stock and will
control us after the offering.

Accordingly, for as long as Mr. Deering continues to own more than 50% of our
common stock, he will be able to elect our entire board of directors, control
all matters that require a stockholder vote (such as mergers, acquisitions and
other business combinations) and exercise a significant amount of influence over
our management and operations. Therefore, regardless of the number of our common
shares sold, your ability to cause a change in the course of our operations is
eliminated. As such, the value attributable to the right to vote is limited.
This concentration of ownership could result in a reduction in value to the
common shares you own because of the ineffective voting power, and could have
the effect of preventing us from undergoing a change of control in the future.

10. There Is No Public Trading Market for Our Common Stock and There Is No
Assurance That the Common Stock Will Ever Trade on a Recognized Exchange.

There is no established public trading market for our securities. Therefore,
there is no central place, such as a stock exchange or electronic trading
system, to resell your common shares. If you do want to resell your common
shares, you will have to locate a buyer and negotiate your own sale. We
currently intend to seek a market maker to apply for a listing on the OTC
Electronic Bulletin Board in the United States. Our shares are not and have not
been listed or quoted on any exchange or quotation system. There can be no
assurance that a market maker will agree to file the necessary documents with
the National Association of Securities Dealers, which operates the OTC
Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved or that a regular trading market will
develop or that if developed, will be sustained. In the absence of a trading
market, an investor may be unable to liquidate his investment.

11. Loss of Our Key Management Staff, David Deering, Brian Bisset and Andrew
Norins Will Be Detrimental to Our Business.

We are presently dependent to a great extent upon the experience, abilities and
continued services of David Deering, Brian Bisset and Andrew Norins.
Specifically, the loss of Mr. Deering expertise in the mineral exploration would
negatively impact our operations since Mr. Deering has significant experience in
exploration. He we lose his services we would be forced to find another engineer
to assist us in our exploration. This would be costly to us in terms of both
time and expenses, In addition, both Brian and Andrew have extensive experience
in the management and daily operations of small businesses and our operations
would be delayed if we were to lose either or both of these individuals.
Therefore, the loss of the services of David, Brian or Andrew could have a
material adverse effect on our ability to explore this property and continue our
daily operations.

12. Our Sole Officer Has a Conflict of Interest in That He Is an Officer and
Director of Another Exploration Development Company Which Will Prevent Him from
Devoting Full-time to Our Operations Which May Affect Our Operations.

Our sole officer, David Deering has a conflict of interest in that he is an
officer and director of Garex International Exploration Corp. which is another
company which is also an exploration management company. David's other
activities will prevent him from devoting full-time to our operations and it is
possible that there may be a conflict of interest in providing the same services
to two companies which have similar business plan. It is possible that the time
he must spend on his duties to the other company may delay our operations and
may reduce our financial results because of the slow down in operations. In
addition, it is also possible that Mr. Deering may have a conflict in his
fiduciary responsibilities to us if he discloses information regarding our
exploration to the company.

13. A Business Combination with a Third Party Will Probably Result in a Change
in Control and of Management.

A business combination with a third party involving the issuance of our common
stock will, in all likelihood, result in shareholders of another company
obtaining a controlling interest in us.

The resulting change in control will likely result in removal of our present
officer and director and a corresponding reduction in or elimination of his/her
participation in our future affairs.

14. "Penny Stock" Rules May Make Buying or Selling Our Common Stock Difficult.

Trading in our securities is subject to the "penny stock" rules. The SEC has
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. These rules require that any broker-dealer who recommends
our securities to persons other than prior customers and accredited investors,
must, prior to the sale, make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to execute the
transaction. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with trading
in the penny stock market. In addition, broker-dealers must disclose commissions
payable to both the broker- dealer and the registered representative and current
quotations for the securities they offer. The additional burdens imposed upon
broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in our securities, which could severely limit their market price
and liquidity of our securities. Broker-dealers who sell penny stocks to certain
types of investors are required to comply with the Commission's regulations
concerning the transfer of penny stock. These regulations require broker-dealers
to:

- Make a suitability determination prior to selling a penny stock to the
purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker-dealers to sell our common
stock and may affect your ability to resell our common stock.

15. We Will Require Additional Management Personnel with Expertise in Mining and
Exploration in Order to Achieve Our Business Objectives.

We will require additional management, middle management and technical personnel
who have previous expertise in mineral exploration in order to achieve our
business objectives. We may be unable to attract, assimilate or retain other
highly qualified employees. There is significant competition for qualified
employees in the exploration industry. If we do not succeed in attracting new
personnel or retaining and motivating our current personnel, our business will
be adversely affected.

16. We Do Not Expect to Pay Dividends and Investors Should Not Buy Our Common
Stock Expecting to Receive Dividends.

We have not paid any dividends on our common stock in the past, and do not
anticipate that we will declare or pay any dividends in the foreseeable future.
Consequently, you will only realize an economic gain on your investment in our
common stock if the price appreciates. You should not purchase our common stock
expecting to receive cash dividends.

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

Some of the statements in this prospectus under "Risk Factors," Plan of
Operation," "Business," and elsewhere are forward- looking statements. These
statements involve known and unknown risks, uncertainties and other factors
which may cause our or our industry's actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by these forward-looking statements. These
factors include, among others, the factors set forth above under "Risk Factors."

In some cases, you can identify forward-looking statements by the words
"believe," "expect," "anticipate," "intend" and "plan" and similar expressions
or the negative of these terms or other comparable terminology.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, events, levels of
activity, performance or achievements. We caution you not to place undue
reliance on these forward- looking statements.

USE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by this
prospectus for their own account. We will not receive any of the proceeds from
the resale of these shares. We have agreed to bear the expenses relating to the
registration of the shares for the selling security holders.

DETERMINATION OF OFFERING PRICE

Since our shares are not listed or quoted on any exchange or quotation system,
the offering price of the shares of common stock was arbitrarily determined. The
offering price was determined by the price shares were sold to our shareholders
in our Regulation D Rule 506 private placement in March 2003.

The offering price is not an indication of and is not based upon the actual
value of Twin Ventures. The offering price bears no relationship to the book
value, assets or earnings of Twin Ventures or any other recognized criteria of
value. The offering price should not be regarded as an indicator of the future
market price of the securities.

PENNY STOCK CONSIDERATIONS

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00. Penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in conjunction
with our financial statements and notes thereto appearing in this prospectus.

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has experienced losses from inception. The
Company's financial position and operating results 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.

The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. Our actual results may differ significantly
from the results, expectations and plans discussed in these forward-looking
statements.
10

Overview

Since our inception, our operations have been devoted primarily to identifying,
purchasing and completing the initial exploration work on a mineral property. We
intend to grow through exploration and of the Lillooet Lake property and the
identification and acquisition of other properties with mineral exploration.

This property does not have any known reserves and our proposed program is
exploratory in nature. Because of uncertainties surrounding our exploration, we
anticipate incurring exploration stage losses in the foreseeable future. Our
ability to achieve our business objectives is contingent upon our success in
raising additional capital until adequate revenues are realized from operations.
We are an exploration stage company and there is no assurance that a
commercially viable mineral deposit exists on any of our property. The property
is without any known reserves and the proposed program is exploratory in nature
and therefore further exploration will be required before a final evaluation as
to the economic and legal feasibility is determined. Reserves are measurable
zones of minerals over a certain area and mineral deposits are reserves that can
be economically exploited.

Exploration stage expenses from inception through June 30, 2003 were $33,500
general exploration costs related to the mineral rights of the exploration
property and $115,234 of general and administrative costs related to stock
compensation for services of $102,000, bank charges of $100, accounting charges
of $2,500, legal charges of $7,500 and office/web site costs of $3,134 for a
total expense of $148,734 as captioned in the financial statement's

statement of operations. Included in the exploration expense was $16,000 of
cash paid on the initial payment for the property and no money was spent on
further evaluation of the property. These fees were in furtherance of Phase I to
purchase and evaluate a property. Fees were incurred in the start-up costs of
our company as well as the fees to prepare our audited financial statements and
this registration statement These fees were included in the general and
administrative expense as discussed earlier in this paragraph.

Plan of Operation

We have completed phase one of a four step plan to evaluate our initial minerals
prospect for exploration. Even if we complete all four phases, all we can hope
to have accomplished is to be able to identify targets for further exploration
which will consist of trenching, drilling and feasibility studies which will be
the most expensive parts of the exploration process. Phase one consisted of
identifying an area with promising geological properties, purchasing the initial
60 units of the Ritz property, securing a geological report on the property and
completing the initial rock and silt samples on the prospect. We plan to
complete phase two and three during the next 12 months. If we get positive
results in phase two and three we will be required to seek additional capital as
recommended by the consultant's report. We will attempt to raise capital from
sale of our common stock, loans from investors, shareholders or management,
and/or joint venture partners. However, there are currently no negotiations or
arrangements for future financing at this point in time. Management will use its
best efforts to raise the additional funds to carry out the planned exploration
program but there is significant risk that we may not secure the necessary
funding. The following table details the remaining 3 steps to our initial
exploration of the Ritz property:

Phase II: Geological Traverses

Senior Geologist 3 day @ $300 per day $900.00
Filing Fee $300.00
1 Geo-technician 3 days at $150.00 $450.00
(a Geo-technician is a person trained in the
methods and procedures to collect geological,
geochemical and geophysical data under the
supervision of a qualified degree accredited
geologist)
Equipment Rental 4 wheel drive @ $50.00 per day $150.00
Assays 60 @ $10.00 each $600.00
Food, Fuel etc $200.00
Report $600.00
TOTAL $3,200.00

Phase III

Follow-up Geochemical sampling and detailed $5,000.00
geological mapping
TOTAL $5,000.00

Phase IV Airborne EM Survey

Airborne EM Survey 100 line kilometers @ $150 $15,000.00
per km
Follow-up geological surveys $25,000.00
TOTAL $40,000.00

If we are successful in completing the 3 additional steps of exploration,
management will access the results to determine the advisability of exploration
of the property. If management determines the results merit further exploration
the plan is to raise additional capital, and/or seek an industry partner to pay
the further costs of operations. There is no assurance we will be successful in
raising the funds or finding a joint venture partner in order to complete
further exploration. We could be forced to abandon the property of sell it for a
significant loss if we are unable to secure the necessary capital.

If mineralization if not found on the property or if we can not recover the
metals profitably, then we intend to pursue other properties for exploration.
The purchase and explorations of such properties will depend on our ability to
raise additional capital. If we are unable to raise additional capital, then we
may need to cease operations if there is no mineral found on the property or if
the metals can not be recovered profitably.

Capital Resources and Liquidity.

As of June 30, 2003, we had approximately $1,722 in cash. The planned

exploration expenditures of phase two and three are estimated to cost $8,200, an
additional $2,500 payment is due on the Lake Lillooet Property pursuant to the
Mineral Claims Agreement on May 15, 2004 which is 12 months from the title
registration on such claims. During the next 12 months, and our general and
administrative is expected to average $200 per month for the next 12 months. We
have no plans to pay salaries to our officers or employees during the next 12
months. We do not believe we will have sufficient cash to meet our minimum
exploration, including phase two and phase three, and operating costs for the
next 12 months unless we are successful in raising additional capital. In
addition, we will need to raise additional capital to continue or operations
past 12 months, and there is no assurance we will be successful in raising the
needed capital.

BUSINESS - OUR COMPANY

Organization

We were organized as a Delaware corporation in November 2002 for the purpose of
acquiring and exploring mineral properties.

Our Business

We are engaged in the acquisition and exploration of mineral properties. Our
first acquisition was mineral claims described below, which are known as the
"Ritz Claims". We intend to conduct exploration work on this property in order
to ascertain whether it possesses commercially developable quantities of
platinum and/or palladium, referred to as platinum group metals or "PGM". We are
an exploration stage company and there is no assurance that a commercially
viable mineral deposit exists on any of our property. The property is without
any known reserves and the proposed program is exploratory in nature. There can
be no assurance that a commercially viable mineral deposit, or reserve, exists
on the Ritz claims until appropriate exploratory work is completed and a
comprehensive evaluation based on such work concludes economic feasibility.

Mineral Property Agreement

We purchased the property containing mineral claims from Garth Barton in
November, 2002. The property consists of 20 unpatented two post mineral claims
and one unpatented four post mineral claim representing 40 units that have been
staked and recorded and occur in the Lillooet mining division. The claims are
contiguous. In April 2003, the "Ritz Claim" was transferred to of New Heights
Capital Corporation in exchange for New Heights Capital Corporation's one
outstanding common share of stock. Pursuant to same, New Heights Capital
Corporation became our wholly owned subsidiary. The acquisition of New Heights
Capital Corporation, an inactive Canadian corporation, was undertaken for the
purpose of recording our "Ritz Claim" in a Canadian corporation as required. The
total purchase price of the claim was $33,500, of which $16,000 was paid upon
receipt of such claims in November 2002. Pursuant to the terms of the contract,
advance royalties of $25,000 are to be paid annually commencing 36 months from
the date of signature of the agreement. Such advanced royalties are due in a
timely manner regardless of whether we find or removed mineralized material from
the property. Failure to pay the advance royalties will cause a reversion of the
property within ten days of such failure. Mr. Barton is required to keep the
claims in good standing for at least 18 months from the date of the agreement.
In addition, Mr. Barton is required to provide geological consulting services
for the claims and maintain the claims in good standing for a period of 36
months with fees advanced by us prior to the anniversary dates from signature of
the agreement. Said fees are to be deducted from the total cost.

The total purchase price for these is $33,500, of which $16,000 was paid upon
receipt of such claims in November 2002. Such claims were actually titled in our
subsidiary in May 2003 and therefore this is the date by which all payments
commence. In addition, these claims are subject to a 2.5% Net Smelter Royalty
and a 7.5% Gross Rock Royalty. Garth Barton is the beneficiary of such
royalties. 1 1/2% of the Net Smelter Royalty can be acquired for $1.0 million
within 12 months from the commencement of commercial production. Even if we
acquire this 1 1/2% of the Net Smelter Royalty, Mr. Barton will still be owed
the 1% of the Net Smelter Royalty. Additional payments and obligations to Garth
Barton are as follows:

O Payment of $16,000 on transfer of property title (paid).
O Payment of $2,500 12 months from transfer of property title (May
2004).
O Payment of $25,00 24 months from transfer of property title (May 2005)
O Provide funds to complete assessment work in order to maintain the
property in good standing. Assessment work has been completed for the
first year and the cost in future years will be a minimum of $3,900
per year. The initial payment of $16,000 plus the $2,500 payment
referred to above are credited towards assessment work obligations.
O $12,500 at 36 months from transfer of property title (May 2006).

In order to maintain the property in good standing all claims staked in British
Columbia require $65 worth of assessment work to be undertaken in Year 1,
followed by $130 per claim per year thereafter.

To date we have incurred expenditures of approximately $2,500 on the property
for the preliminary exploration work on the claims in 2002. This work included
the collection and analysis of 17 rock samples.

Our expected source of funds to meet upcoming obligations are private placement
of debt or equity and/or loans from management or shareholders. There is no
guarantee that we will be able to secure such funds.

Definitions

Gross Rock Revenue means, for any period, the gross proceeds received by Garth
Barton in that period from the sale of unrefined rock or gravel removed from the
leased property less any treatment, beneficiation or other changes or penalties
deducted by the purchase to whom such Rock is shipped, less:

(a) all costs of Garth Barton associated with such sales involving handling,
weighing, sampling, determination of water content, insuring, packaging and
transporting Rock;

(b) the costs of marketing, including rebates or allowances made or given; and

(c) any sales, severance, gross production, privilege or similar taxes (other
than income taxes or mining taxes based on income). Minerals means the ores
or concentrates of minerals, as that term is defined in the Mineral Tenure
Act (British Columbia), and the rock that is part of such ores and
concentrates sold by Garth Barton.

Therefore if we have $100,000 in Gross Rock Revenue from these claims, Mr.
Barton will be entitled to 7.5% of such revenues or $7,500. This percentage that
we pay to Mr. Barton will an impact on our operating margin but we will only
have to pay same once revenues are recognized from the sale of the gross rock.
Such percentages are on par with the royalties based on the average industry
standards.

Net Smelter Return means, for any period the difference between:

(a) the sum of:

(i) the gross proceeds received by Garth Barton in that period from
the sale of refined minerals such as platinum, palladium, gold,
and silver produced from the property to a party that is arm's
length to Garth Barton, or that would have been received by Garth
Barton if the purchase of the Minerals were at arm's length to
Garth Barton; and

(ii) in the case of the sale of Minerals that are ores that have not
been processed in a Mill, the estimated cost that would have been
incurred in crushing and beneficiating such Minerals in a Mill as
agreed by the parties or otherwise determined by a competent
mining or metallurgical engineer; and

(b) the sum of:

(i) All amounts paid on account of Advance Royalty Payments;

(ii) any insurance costs in connection with shipping such Minerals;

(iii) any costs of transport;

(iv) All costs of Garth Barton associated with such sales involving
handling, weighing, sampling, determination of water content,
insuring and packaging;

(v) the costs of marketing, adjusted for rebates or allowance made or
given;

(vi) any sales, severance, gross production, privilege or similar
taxes (other than income taxes or mining taxes based on income)
assessed on or in connection with the Minerals or the value
thereof; and

(vii) any treatment, beneficiation or other charges or penalties
deducted by any smelter or refinery to which such Minerals are
shipped that have not been previously deducted in the computation
of gross proceeds.

Therefore if we have $100,000 in Net Smelter Revenue (the sale of refined
minerals) from these claims, Mr. Barton will be entitled to 2.5% of such
revenues or $2,500. This percentage that we pay to Mr. Barton will an impact on
our operating margin but we will only have to pay same once revenues are
recognized from the sale of the of the refined minerals. Such percentages are on
par with the royalties based on the average industry standards.

Location and Land Status

The property is located about 3 hours from Vancouver British Columbia, Canada
via the Sea-to-Sky Highway 99 (approximately 115 km NNE of Vancouver): north
along Howe Sound from Vancouver's North Shore to Squamish, and then through the
winter resort town of Whistler to Pemberton. Access from is from well maintained
logging road just off the Duffey Lake paved highway immediately northeast of the
bend in Lillooet Lake, less than 25 km south east of the town of Pemberton

The Property consists of 20 unpatented two post mineral claims and one
unpatented four post mineral claim representing 40 units that have been staked
and recorded and occur in the Lillooet mining division. By staked, we mean that
a stake has been placed in the ground on each claim and we have applied to the
government for the right to these mineral rights. The claims are contiguous. The
complete list of claims held by us is as follows:

Table 1. Lillooet Lake RITZ Claims

Claim Name Units Record # Expiry Date Map Sheet Locator Agent for *
- --------------- ---------- -------------- ----------------- ----------------- -------------- ----------------

Ritz 20 398116 Nov. 3, 2003 M092J01W G. Barton Self
& M092J08W

Ritz 1 11 398117 Nov. 3, 2003 M092J08W G. Barton Self

Ritz 2 1 398118 Nov. 3, 2003 M092J08W G. Barton Self

Ritz 3 1 398119 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 4 1 398120 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 5 1 398121 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 6 1 398122 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 7 1 398123 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 8 1 398124 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 9 1 398125 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 10 1 398126 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 11 1 398127 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 12 1 398128 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 13 1 398129 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 14 1 398130 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 15 1 398131 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 16 1 398132 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 17 1 398133 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 18 1 398134 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 19 1 398135 Nov. 4, 2003 M092J08W G. Barton Self

Ritz 20 1 398136 Nov. 4, 2003 M092J08W G. Barton Self
- --------------- ---------- -------------- ----------------- ----------------- -------------- ----------------
TOTAL 40 UNITS

History

The Ritz claims were staked following initial field investigations of several
unexplained Nickel-Copper regional geochemical survey (RGS) stream sediment
anomalies in the area. Extensive research uncovered that although the areas has
had prospectors passing through it, no previous detailed work had been done in
the immediate area of the claims.

As well there are no recorded mineral occurrences or reports of assessment work
in the streams and rivers draining the area from which the anomalous samples
were collected. The nearest property that has filed an annual government
mandated Assessment Report (1984) is from about 3-5 km north of the belt, where
RGS samples have dissimilar signatures. The work described was minor, and
mentions an occurrence of anomalous Copper and Gold in a shear zone.

The claims are located in an area that has rocks that are considered the
northern extension of the Harrison Nickel belt. This belt is a structurally
controlled intrusive related mafic-ultramafic sequence of the over 65 million
year old Cretaceous intrusive rocks intruding an earlier older (between 65
million and 600 million years old) Palaeozoic sequence of metamorphosed
- -sedimentary and metamorphosed volcanic rock. These volcanic rocks were
originally deposited as sediments and/or volcanic lavas and have subsequently
been subjected to heat from the intrusives and pressure and from burial and or
the moving continents which have changed their chemical composition. All of the
potential ground has recently been staked for over 60 kilometres along strike.

The area was prospected in the early days of gold rush by prospector's heading
to the Fraser River gold rush in the late 1840s. All along the east side of
Lillooet Lake there are historic reports of placer platinum showings including
Twin One and Twin Two Creeks included within the Ritz claims of Twin Ventures.
(Placer deposits are sands deposited by active streams and rivers that may or
may not contain economic metals - usually gold, but in this case platinum,
because the gold and platinum are heavier they collect in these areas of sand)
In summary, the Ritz mineral claims owned by Twin Ventures Ltd. are centrally
located within a geological belt that has witnessed many producing mines and has
a variety of other advanced showings of differing commodities.

Recent Work

Six man days of initial reconnaissance surveys, prospecting and geological
traverses were undertaken along the roads and drainages within the claims and
immediately surrounding terrain. A total of 17 rock samples were collected and
submitted for geochemical analysis at Acme Analytical Labs in Vancouver, BC.
Following receipt of favorable results, three man days of helicopter support
follow-up boulder prospecting on the Twin One logging road system confirmed that
the lower slopes above Lillooet Lake may have as their predominant rock type
forming the ground around them , at least in part, to be sulphide-bearing
mafic-ultramafic rocks. Several of the boulders contain abundant sulphides,
mainly pyrrhotite, local chalcopyrite, pyrite, and contain anomalous values in
Ni, Cu, Co, Cr, Pt, Pd and Au. It should be noted that although the grades are
sub-economic, the results are encouraging.

Geology of the Ritz Claims

The regional and property geology of the Ritz claims is summarized in the
Geology Report which was authored by , Laurie Stephenson, P. Eng., a geologist
who is independent from us.

There is tremendous similarity and coincident features in the rock types and
geophysical imprint between the geology of the Pacific Nickel Mine area and the
ultramafic belt extending to the northwest.

Although the Pacific Nickel Mine area lies more than 50 km to the SSE along the
regional structural trend from the Ritz claims, recent regional geologic mapping
suggests a correlation. The lack of exploration in this area makes it a unique,
underdeveloped mineral belt requiring a concerted exploration program. The
report indicates that prospectively there may be a discovery of platinum group
metals on the Ritz claims. However, there is no assurance that there will be
sufficient quantities of these or other minerals on the property to justify
commercial mining.

Conclusions and Recommendations of the Geology Report

Our Geology Report was prepared by Laurie Stephenson a qualified engineer who
has no relationship with us except for acting as our independent geologist. The
Geology Report concludes that the Ritz claims provides an attractive exploration
prospect for platinum group and nickel/copper mineralization. Initial work
conducted on the Ritz claims shows the recently taken 17 rock samples revealed
elevated anomalous values for copper, nickel and chromium.

The Geology Report recommended a three phase program of work The Phase I budget
will cover initial geological mapping; silt (soil if necessary) geochemical
sampling of defined drainages; and prospecting. The Geology Report Phase II work
consists of follow-up geochemical sampling and detailed geological mapping.
Following successful geological mapping, sampling and prospecting of Phase I and
II, it is recommended that a Phase III exploration program be undertaken
utilizing a helicopter equipped, deep penetrating airborne ElectroMagnetic
system (such as AeroTem) to conduct a detailed geophysical survey of the target
areas to further refine the targets. These systems work on the principal that an
"Electro" electric current will generate a "Magnetic" field which will interact
with minerals in the ground to create a secondary, measurable "Magnetic" field
to produce an "anomolous response

The recommendations of the qualified engineer Laurie Stephenson are:

"The Ritz property is at an early stage of exploration. Access is
straightforward and the lower parts of the property can be worked for much of
the year. A staged series of shorter programs is most likely the approach to
take. After each of these programs, the approach should be evaluated and a new
set of recommendations put forward. Initially, the property still requires
reconnaissance geology and prospecting to better establish the presence and
position of the rocks of exploration interest.

If cover prevents this, it may be worthwhile to consider flying an airborne
geophysical survey, with (magnetics, EM, and perhaps radiometrics), to help
determine and guide any recommended follow-up work. If the geochemistry is
correct, and the belt of potential host rocks is as long as 10 or 15 km, strong
consideration should be given to staking more claims early in the initial
program.

The initial phase of exploration for the claims will consist of detailed
geological mapping of all roads within and buttressing the claims and silt
sampling of every drainage or draw (soil sampling if necessary). This work is
important in establishing the base and anomalous geochemical values and the
structural implication of the drainages as faults or contacts."

Proposed Budget

Approximate costs for the recommended three-phase program are as follows:

The Phase II budget will cover initial geological mapping; silt (soil if
necessary) geochemical sampling of defined drainages and prospecting. It is
estimated to cost $3,200 as described below. All figures in US dollars.

Phase II: Geological Traverses

Senior Geologist 3 day @ $300 per day $900.00
Filing Fee $300.00
1 Geo-technician 3 days at $150.00 $450.00
Equipment Rental 4 wheel drive @ $50.00 per day $150.00
Assays 60 @ $10.00 each $600.00
Food, Fuel etc $200.00
Report $600.00
TOTAL $3,200.00

Phase III

Follow-up Geochemical sampling and detailed $5,000.00
geological mapping
TOTAL $5,000.00

Phase IV Airborne EM Survey Following successful geological
mapping, sampling and prospecting of Phase I and II, it is
recommended that a Phase III exploration program be undertaken
utilizing a helicopter equipped, deep penetrating airborne EM
systems (such as AeroTem) to conduct a detailed geophysical survey
of the target areas to further refine the targets. Detailed grid
establishment followed by geological mapping and geochemical
surveying would be conducted prior to diamond drilling (Phase
III).

Airborne EM Survey 100 line kilometers @ $150 $15,000.00
per km
Follow-up geological surveys $25,000.00
TOTAL $40,000.00

Even if we complete all four phases, all we can hope to have accomplished is to
be able to identify targets for further exploration which will consist of
trenching, drilling and feasibility studies which will be the most expensive
parts of the exploration process.

WEBSITE

We currently own our own domain name www.twin-ventures.net. We are currently in
the process of constructing a website to provide our shareholders and investors
with information relating to the exploration of the Ritz claims. We anticipate
that our website will be operational by the beginning of June 2003.

OFFICES

Our corporate offices are located at 6418 NE Agate Beach Lane, Bainbridge
Island, Washington 98110-1000. Our telephone number is (206) 842-2026.

EMPLOYEES

We currently have no employees. We have one person in management and two
part-time directors. We plan to employ people as we continue to implement our
plan of operation and exploration of the Ritz property.

DESCRIPTION OF PROPERTY

We currently use approximately 400 square feet of leased office space in the
historic 6418 NE Agate Beach Lane, Bainbridge Island Washington. We lease such
space from David Deering, our President for $200 month which covers the use of
the telephone, office equipment and furniture.

The Twin Ventures Ltd. Ritz mineral claims situated on the east side of Lillooet
Lake in South-western British Columbia are located centrally in a geologically
diverse, well mineralized belt of rocks that not only has numerous mineralized
showings of various metals (nickel, copper, zinc, gold, platinum, palladium,
silver, cobalt, chromium) but also has seen several profitable mines in
production. he claims occur at the northern extension of the Harrison Nickel
belt, a structurally controlled intrusive related mafic-ultramafic sequence of
Cretaceous intrusive rocks age intruding an earlier Palaeozoic sequence of
meta-sedimentary and metavolcanic rock. All of the potential ground has recently
been staked for over 60 kilometres along strike. A copy of the map of the
property is included with this prospectus.

LEGAL PROCEEDINGS

To the best of our knowledge, there are no known or pending litigation
proceedings against us.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information about our executive officers and
directors.

NAME AGE POSITION
---- --- --------

David Deering 55 CEO/President
Secretary/Treasurer/
Director

Brian Bisset 42 Director

Andrew Norins 33 Director

David Deering, P. Eng. is our founder, Chief Executive Officer, President,
Secretary, Treasurer, and Director. Since 2000, Mr. Deering has been the
President of Garex International Exploration Corp. In such capacity he has
managed all aspects of an exploration management company. He has also been
responsible for the financial management, supervision of technical consultants
and public relations. From 1981 to 2000, as an independent engineer, he has been
evaluating mineral exploration/mining projects and technology for public
companies world wide; personnel management, property assessment, property
negotiations, data presentation and promotion.

From 1981 to 1983 he was Project Manager of Energex Minerals Ltd. where he
directed gold exploration efforts in western USA and completed a pre-feasibility
study of the Toodogogone Gold Project, B.C. where evaluation of geological
information and confirmation drilling resulted in a mine reserve study; bulk
sample extraction and design, construction and on- site operation of a
gravity-flotation pilot plant. From 1979 to 1981, he was Area Sales Manager,
Vancouver, B.C. for Jarvis Clark Ltd., North Bay, Ontario, a manufacturer of
underground mining machinery where he was responsible for all aspects of sales
and service of drills, LHD, trucks and other general mine equipment in western
Canada. From 1972 to 1979 he acted in various capacities from Product Specialist
to Sales Manager - Hard Rock Mining Division, Joy Manufacturing Company, Denver,
CO. In such capacity he directed the sales and service of underground and
surface mining equipment to mining operations.

In his capacity as founder and President, Mr. Deering oversees our day-to-day
operations, and manages our long-term strategic exploration. Oversight of our
operations involves financial and information systems management and
exploration.

Brian Bisset has been on our Board of Directors since November, 2002. Mr. Bisset
was the Director of Corporate Development for Accsys International Inc. from
1993 -1995. Accsys International Inc. developed a points card program to enhance
retailers relations with their customers. The points card program that Accsys
International, Inc. developed was a customer loyalty card which enabled retail
customers to earn points based on their purchases which could be redeemed for
merchandise or a discount on future purchases. Accsys International Inc.'s
points card program was modeled after the airmiles card which allows customers
to earn points for making purchases which can be redeemed for air travel. Brian
worked for Mosquito Creek Mining Inc. from 1995 - 1997 as their Corporate
Communications Representative. In 1997 Brian and two partners formed Corpfinance
Advisors Ltd. Corpfinance Advisors Ltd. was established to help junior companies
raise capital and assist in getting companies to the public markets in Canada.
Corpfinance Advisors Ltd. has been successful in raising over CDN$8.0M in
capital for emerging companies including CDN$2.5M for the Palcan Fuel Cell Co
Inc. which is now listed on the TSX exchange in Canada (TSX:PC) and US$3.25M for
the MDM Group Inc. which is researching cancer treatments.

Andrew Norins has been on our Board of Directors since November, 2002. Mr.
Norins has been the operations Manager for Chopper Logistics in Montville, New
Jersey since November 2001. In such capacity he has supervised dispatching and
deliveries and has been the payroll controller. He also assisted the company in
customer relations and scheduling. From January 2000 to November 2001, Mr.
Norins owned and managed Westridge Enterprises in Greensboro North Carolina. As
the manager of this bar/lounge Mr. Norins supervised all of the day to day
operations of this company and handled the payroll and bookkeeping. Prior to
that, he was employed as Logistics Center Supervisor at Penske Logistics in
Garfield, New Jersey from June 1994. His responsibilities in such position
included the handling of customer relations, payroll manager and supervising
dispatchers, clerks and drivers. Mr. Norins received a Bachelor of Science from
the University of Delaware in 1992 with a Minor in Business Administration.

All officers and directors listed above will remain in office until the next
annual meeting of our stockholders, and until their successors have been duly
elected and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.

Mr. Deering serves as our sole officer and is expected to spend approximately
eighty (80) hours per month on our business. However, Mr. Deering may spend
additional time as needed if we are successful in obtaining additional funding.
All remaining directors will spend no more than five (5) hours per month on our
business.

None of our Officers and/or Directors have filed any bankruptcy petition, been
convicted of or been the subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation of any state or federal
securities laws within the past five (5) years.

BOARD OF DIRECTORS

The board of directors consists of three directors.

BOARD COMMITTEES

In November 2002, our Board of Directors created the Compensation Committee,
which is comprised of David Deering, Brian Bisset and Andrew Norins. The
Compensation Committee has the authority to review all compensation matters
relating to us. The Compensation Committee has not yet formulated compensation
policies for senior management and executive officers. However, it is
anticipated that the Compensation Committee will develop a company-wide program
covering all employees and that the goals of such program will be to attract,
maintain, and motivate our employees.

It is further anticipated that one of the aspects of the program will be to link
an employee's compensation to his or her performance, and that the grant of
stock options or other awards related to the price of the Common Shares will be
used in order to make an employee's compensation consistent with shareholders'
gains.

It is expected that salaries will be set competitively relative to the mineral
exploration industry and that individual experience and performance will be
considered in setting salaries.

In November 2002, our Board of Directors created an Audit Committee, which is
comprised of David Deering, Brian Bisset and Andrew Norins. The Audit Committee
is charged with reviewing the following matters and advising and consulting with
the entire Board of Directors with respect thereto: (i) the preparation of our
annual financial statements in collaboration with our independent accountants;
(ii) annual review of our financial statements and annual report; and (iii) all
contracts between us and our officers, directors and other affiliates. The Audit
Committee, like most independent committees of public companies, does not have
explicit authority to veto any actions of the entire Board of Directors relating
to the foregoing or other matters; however, our senior management, recognizing
their own fiduciary duty to us and our stockholders, is committed not to take
any action contrary to the recommendation of the Audit Committee in any matter
within the scope of its review.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Lack of Market for Our Common Stock

There is no established public trading market for our securities. We intend to
seek a market maker to apply for a listing on the OTC Electronic Bulletin Board
in the United States. Our shares are not and have not been listed or quoted on
any exchange or quotation system.

Holders of Our Common Stock

As of the date of this registration statement, we had 47 registered
shareholders.

Rule 144 Shares

As of the date of this registration statement, a total of 27,257,000 shares of
our common stock are outstanding. Our common stock will be available for resale
to the public after November 2003 with respect to 20,000,000 of these shares
owned by David Deering and with respect to 2,000,000 of these shares owned by
Brian Bisset and with respect to 2,000,000 of these shares owned by Andrew
Norins, after December 2004 with respect to 3,200,000 of these shares and after
March 2004 with respect to 57,000 of these shares, in accordance with the volume
and trading limitations of Rule 144 of the Act.

In general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is 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
which, in our case, would equal approximately 280,380 shares as of the
date of this prospectus; 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.

Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

Dividends

To date, we have not declared or paid any dividends on our common stock. We
currently do not anticipate paying any cash dividends in the foreseeable future
on our common stock, when issued pursuant to this offering. Although we intend
to retain our earnings, if any, to finance the exploration and growth of our
business, our Board of Directors will have the discretion to declare and pay
dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital
requirements, and other factors, which our Board of Directors may deem relevant.

EXECUTIVE COMPENSATION

David Deering has been our President and Secretary since inception and received
no compensation for services performed during the 2002 and 2003 fiscal year,
other than the 20,000,00 restricted shares issued to him for services in 2002.
The following table sets forth information concerning annual and long-term
compensation, on an annualized basis for the 2003 fiscal year, for our Chief
Executive Officer and for each of our other directors whose compensation on an
annualized basis exceeded $100,000 during fiscal 2003.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG TERM COMPENSATION
NAME AND RESTRICTED SECURITIES OPTIONS
PRINCIPAL FISCAL CASH ANNUAL STOCK UNDERLYING (NO. OF ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARDS SHARES) COMPENSATION
-------- ---- ------ ----- ------------ ------ ------- ------------

David Deering
President and

Secretary 2003 $60,000 0 (1) 0 0 0

(1) Mr. Deering received 20,000,000 founders shares for services rendered to us.
He will not receive such compensation in the future.

We do not have written employment agreements with David Deering, our sole
officer or Brian Bisset and Andrew Norins, the other members of our Board of
Directors. We have agreed to pay an annual salary of $60,000 per year to our Mr.
Deering for his first year as our officer. In addition, we have agreed to pay
Mr. Bisset and Mr. Norins, our other directors, an annual fee of $6,000 for
serving on our Board of Directors. In the future, we will determine on an annual
basis how much compensation our officers and director will receive.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of August 19, 2003, certain information with
respect to the beneficial ownership of the common stock by (1) each person known
by us to beneficially own more than 5% of our outstanding shares, (2) each of
our directors, (3) each Named Executive Officer and (4) all of our executive
officers and directors as a group. Except as otherwise indicated, each person
listed below has sole voting and investment power with respect to the shares of
common stock set forth opposite such person's name.

NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP OUTSTANDING SHARES
- -------------------- -------------------- ------------------

5% STOCKHOLDERS, DIRECTORS
AND NAMED EXECUTIVE OFFICERS

David Deering 20,000,000 73.38%
6418 NE Agate Beach Lane
Bainbridge Island, Washington 98110

Brian Bisset 2,000,000 7.34%
6418 NE. Agate Beach Lane
Bainbridge Island, Washington 98110

Andrew Norins 2,000,000 7.34%
6418 NE. Agate Beach Lane
Bainbridge Island, Washington 98110

Officers and Directors 24,000,000 87.10%
as a Group

(1) Under the rules of the SEC, a person is deemed to be the beneficial owner of
a security if such person has or shares the power to vote or direct the voting
of such security or the power to dispose or direct the disposition of such
security. A person is also deemed to be a beneficial owner of any securities if
that person has the right to acquire beneficial ownership within 60 days of the
date hereof. Unless otherwise indicated by footnote, the named entities or
individuals have sole voting and investment power with respect to the shares of
common stock beneficially owned.

(2) This table is based upon information obtained from our stock records. Unless
otherwise indicated in the footnotes to the above table and subject to community
property laws where applicable, we believe that each shareholder named in the
above table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned.

SELLING STOCKHOLDERS

The shares being offered for resale by the selling stockholders consist of the
shares of common stock sold to a total of eleven seed investors in an offering
in December 2002 pursuant to an exemption from registration at Section 4(2) of
the Securities Act of 1933. In addition the selling stockholders consist of
shares of common stock sold to a total of thirty-four investors in a Regulation
D Rule 506 private placement undertaken by us in March 2003. None of the selling
stockholders have had within the past three years any position, office or other
material relationship with us or any of our predecessors or affiliates.

The following table sets forth the name of the selling stockholders, the number
of shares of common stock beneficially owned by each of the selling stockholders
as of August 19, 2003 and the number of shares of common stock being offered by
the selling stockholders. The shares being offered hereby are being registered
to permit public secondary trading, and the selling stockholders may offer all
or part of the shares for resale from time to time. However, the selling
stockholders are under no obligation to sell all or any portion of such shares
nor are the selling stockholders obligated to sell any shares immediately upon
effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.

Name of selling stockholder Shares of Percent of Shares of Shares of Percent(1)
common Common common common
Stock owned Stock owned stock to be Stock owned
prior prior to sold After offering
to offering(1) offering

Jim Fitzpatrick 240,000 .88% 240,000 0 0
Doug Hopper 240,000 .88% 240,000 0 0
Bill Whittle 240,000 .88% 240,000 0 0
Earl Hope 240,000 .88% 240,000 0 0
Michael Mulberry 240,000 .88% 240,000 0 0
Robert Hunter 280,000 1.03% 280,000 0 0
Barry Wieczorek 400,000 1.47% 400,000 0 0
Peter Banysch 400,000 1.47% 400,000 0 0
Paula Banysch 400,000 1.47% 400,000 0 0
Chet Kurwaski 260,000 .95% 260,000 0 0
Isabel Kurzawski 260,000 .95% 260,000 0 0
Danielle Jackson 1,000 * 1,000 0 0
Brian Currie 1,000 * 1,000 0 0
Konstantina Skerik 1,000 * 1,000 0 0
Kay Macintosh 3,000 * 3,000 0 0
Gail Barber 1,000 * 1,000 0 0
Raymond Davis 1,000 * 1,000 0 0
Katharin Von Gavel 1,000 * 1,000 0 0
June L. Craig 1,000 * 1,000 0 0
Ellis P. Craig 1,000 * 1,000 0 0
Alan Au 1,000 * 1,000 0 0
Robert Soper 1,000 * 1,000 0 0
Stuart Rennie 1,000 * 1,000 0 0
Karen Hunter Payne 1,000 * 1,000 0 0
Russel Rennie 1,000 * 1,000 0 0
Paul La Frenais 1,000 * 1,000 0 0
Marie Rennie 1,000 * 1,000 0 0
Linda Schilke 1,000 * 1,000 0 0
William Cheng 1,000 * 1,000 0 0
Stan Ford 7,200 * 7,200 0 0
Brian MacDonald 8,800 * 8,800 0 0
Fred Cooper 8,800 * 8,800 0 0
Tom Eberlein 1,000 * 1,000 0 0
Paula Eberlein 1,000 * 1,000 0 0
David Clarke 1,000 * 1,000 0 0
John Ramsay 1,000 * 1,000 0 0
Brock Smither 1,000 * 1,000 0 0
Belkis Rivero 1,000 * 1,000 0 0
Lawrence Stephenson 1,000 * 1,000 0 0
Michael Raleigh 1,000 * 1,000 0 0
Colin G. Arthurs 1,000 * 1,000 0 0
Maraway Holdings 1,000 * 1,000 0 0
Sharon Ciccozzi 1,000 * 1,000 0 0
Robert Krause 1,000 * 1,000 0 0
Doug Stewart 1,000 * 1,000 0 0

* Less than one (1%)percent.

(1) Assumes that all of the shares of common stock offered in this prospectus
are sold and no other shares of common stock are sold or issued during the
offering period.

PLAN OF DISTRIBUTION

The selling security holders may sell some or all of their shares at a fixed
price of $.40 per share until our shares are quoted on the OTC Bulletin Board
and thereafter at prevailing market prices or privately negotiated prices. Sales
by selling security holder must be made at the fixed price of $.40 until a
market develops for the stock.

The shares may be sold or distributed from time to time by the selling
stockholders or by pledgees, donees or transferees of, or successors in interest
to, the selling stockholders, directly to one or more purchasers (including
pledgees) or through brokers or dealers who act solely as agents or may acquire
shares as principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices, which may be changed. The distribution of the shares may be effected in
one or more of the following methods:

o ordinary brokers transactions, which may include long or short sales,
o transactions involving cross or block trades on any securities or
market where our common stock is trading,
o purchases by brokers or dealers as principal and resale by such
purchasers for their own accounts pursuant to this prospectus,
o in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents,
o through transactions in options, swaps or other derivatives (whether
exchange listed or otherwise), or
o any combination of the foregoing, or by any other legally available
means.

In addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted, of
shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.

Brokers, dealers, or agents participating in the distribution of the shares may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer or
agent relating to the sale or distribution of the shares. We do not anticipate
that either our shareholders or we will engage an underwriter in the selling or
distribution of our shares.

We will not receive any proceeds from the sale of the shares of the selling
security holders pursuant to this prospectus. We have agreed to bear the
expenses of the registration of the shares, including legal and accounting fees,
and such expenses are estimated to be approximately $20,000.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

DESCRIPTION OF SECURITIES

The following is a summary description of our capital stock and certain
provisions of our certificate of incorporation and by-laws, copies of which
have been incorporated by reference as exhibits to the registration statement of
which this prospectus forms a part. The following discussion is qualified in its
entirety by reference to such exhibits.

GENERAL

Our Articles of Incorporation authorize us to issue up to 50,000,000 Common

Shares, $0.001 par value per common share. As of August 19, 2003, there were

27,257,000 shares of our common stock outstanding.

COMMON STOCK

The holders of the common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Our certificate of
incorporation and by-laws do not provide for cumulative voting rights in the
election of directors. Accordingly, holders of a majority of the shares of
common stock entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of common stock are entitled to receive
ratably such dividends as may be declared by the Board out of funds legally
available therefore. In the event of our liquidation, dissolution or winding up,
holders of common stock are entitled to share ratably in the assets remaining
after payment of liabilities. Holders of common stock have no preemptive,
conversion or redemption rights. All of the outstanding shares of common stock
are fully- paid and non-assessable.

Liquidation Rights.

Upon our liquidation or dissolution, each outstanding Common Share will be
entitled to share equally in our assets legally available for distribution to
shareholders after the payment of all debts and other liabilities.

Dividend Rights.

We do not have limitations or restrictions upon the rights of our Board of
Directors to declare dividends, and we may pay dividends on our shares of stock
in cash, property, or our own shares, except when we are insolvent or when the
payment thereof would render us insolvent subject to the provisions of the
Delaware Statutes. We have not paid dividends to date, and we do not anticipate
that we will pay any dividends in the foreseeable future.

Voting Rights.

Holders of our Common Shares are entitled to cast one vote for each share held
of record at all shareholders meetings for all purposes.

Other Rights.

Common Shares are not redeemable, have no conversion rights and carry no
preemptive or other rights to subscribe to or purchase additional Common Shares
in the event of a subsequent offering.

There are no other material rights of the common shareholders not included
herein. There is no provision in our charter or by-laws that would delay, defer
or prevent a change in control of us. We have not issued debt securities.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 102(b)(7) of the DGCL enables a corporation in its original certificate
of incorporation or an amendment thereto to eliminate or limit the personal
liability of a director to a corporation or its stockholders for violations of
the director's fiduciary duty, except:

o for any breach of a director's duty of loyalty to the corporation or
its stockholders,

o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,

o pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock
purchases or redemptions), or

o for any transaction from which a director derived an improper personal
benefit.

Our certificate of incorporation provides in effect for the elimination of the
liability of directors to the extent permitted by the DGCL.

Section 145 of the DGCL provides, in summary, that directors and officers of
Delaware corporations are entitled, under certain circumstances, to be
indemnified against all expenses and liabilities (including attorney's fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. Our bylaws entitle
our officers and directors to indemnification to the fullest extent permitted by
the DGCL.

We have agreed to indemnify each of our directors and certain officers against
certain liabilities, including liabilities under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described 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 of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

WHERE YOU CAN FIND MORE INFORMATION

You may read and copy any report, proxy statement or other information we file
with the Commission at 450 Fifth Street, N.W.,Washington, D.C. 20549 and at the
Commission's Regional Offices at 75 Park Place, Room 1400, New York, New York
10007 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. You may obtain further information by calling the Commission at
1-800-SEC-0330. In addition, we file electronic versions of these documents on
the Commission's Electronic Data Gathering Analysis and Retrieval, or EDGAR,
System. The Commission maintains a web site at http://www.sec.gov that contains
reports, proxy statements and other information filed with the Commission.

We have filed a registration statement on Form SB-2 with the Commission to
register shares of our common stock to be sold by the selling stockholders and
to register additional shares to be sold. This prospectus is part of that
registration statement and, as permitted by the Commission's rules, does not
contain all of the information set forth in the registration statement.

For further information with respect to us or our common stock, you may refer to
the registration statement and to the exhibits and schedules filed as part of
the registration statement. You can review a copy of the registration statement
and its exhibits and schedules at the Commission, and on the Commission's web
site, as described above. You should note that statements contained in this
prospectus that refer to the contents of any contract or other document are not
necessarily complete. Such statements are qualified by reference to the copy of
such contract or other document filed as an exhibit to the registration
statement.

TRANSFER AGENT

The Transfer Agent and Registrar for our common stock is American Registrar and
Transfer Company, 342 East 900 South, Salt Lake City, Utah 84111. Its telephone
number is (801) 363-9065.

LEGAL MATTERS

The validity of the shares of common stock offered in this prospectus has been
passed upon for us by Anslow & Jaclin, LLP, 4400 Route 9, 2nd Floor, Freehold,
New Jersey 07728. Its telephone number is (732) 409-1212.

EXPERTS

The financial statements included in this prospectus included elsewhere in the
registration statement have been audited by Gately & Associates, LLC independent
auditors, as stated in their report appearing herein and elsewhere in the
registration statement and have been so included in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.

TWIN VENTURES LTD.
(an exploration stage company)

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2002 and

JUNE 30, 2003

TWIN VENTURES LTD.
(an exploration stage company)

INDEPENDENT AUDITOR'S REPORT 1

BALANCE SHEET 2

STATEMENT OF OPERATIONS 3

STATEMENT OF STOCKHOLDERS' EQUITY 4

STATEMENT OF CASH FLOWS 5

FINANCIAL STATEMENT FOOTNOTES 6

To The Board of Directors
Twin Ventures Ltd.
(An exploration stage company)
Bainridge Island, Washington

We have audited the accompanying balance sheet of Twin Ventures Ltd. (an
exploration stage company), as of December 31, 2002 and June 30, 2003, and the
related statement of operations, equity and cash flows from inception (November
6, 2002) through December 31, 2002 and June 30, 2003. 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 generally accepted auditing
standards. 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 Twin Ventures Ltd. (an
exploration stage company), as of December 31, 2002 and June 30, 2003, and the
results of its operations and its cash flows for the months then ended in
conformity with generally accepted accounting principles.

Gately & Associates, LLC
Certified Public Accountants
Orlando, Florida
August 19, 2003

F-1

TWIN VENTURES LTD.
(a exploration stage company)

BALANCE SHEET
As of December 31, 2002 and
June 30, 2003

ASSETS
------

CURRENT ASSETS 12/31/2002 6/30/2003
--------- ---------

Cash $ 80 $ 1,722
Accounts receivable -- --
--------- ---------
Total Current Assets 80 1,722
--------- ---------

PROPERTY AND EQUIPMENT

Web site design -- 744
Less: accumulated depreciation -- --
--------- ---------
Total Property and Equipment -- 744
--------- ---------
TOTAL ASSETS $ 80 $ 2,466
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES

Accounts payable $ 500 $ 1,200
Accrued expenses and
short term contract payable 12,500 2,750
--------- ---------
Total Current Liabilities 13,000 3,950

LONG-TERM LIABILITIES

Contract payable - the "Ritz Claim" 17,500 15,000
--------- ---------
TOTAL LIABILITIES 30,500 18,950
--------- ---------
STOCKHOLDERS' EQUITY

Common Stock, $.0001 par value
Authorized: 50,000,000

Issued: 27,200,000 and 27,257,000, respectively 2,720 2,726
Additional paid in capital 115,280 129,524
Preferred stock, $.0001 par value
Authorized: 10,000,000 Issued: none -- --
Stock subscription receivable (2,500) --
Accumulated deficit during exploration stage (145,920) (148,734)
--------- ---------

Total Stockholders' Equity (30,420) (16,484)
--------- ---------
TOTAL LIABILITIES AND EQUITY $ 80 $ 2,466
========= =========

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

F-2

TWIN VENTURES LTD.
(a exploration stage company)

STATEMENT OF OPERATIONS

For the two months ending December 31, 2002, the six months ending
June 30, 2003 and from inception (November 6, 2002) through June 30, 2003

12/31/2002 6/30/2003 FROM
INCEPTION

REVENUE -- $ -- --
------------ ------------ ------------

COST OF SERVICES -- -- --
------------ ------------ ------------

GROSS PROFIT OR (LOSS) -- -- --
------------ ------------ ------------

GENERAL AND ADMINISTRATIVE EXPENSES
112,420 2,814 115,234

GENERAL EXPLORATION 33,500 -- 33,500
------------ ------------ ------------

OPERATING INCOME (145,920) (2,814) (148,734)
------------ ------------ ------------

ACCUMMULATED DEFICIT (145,920) $ (2,814) $ (148,734)
------------ ------------ ------------

Earnings (loss) per share, basic and diluted (0) $ (0)

Weighted average number of common shares 27,200,000 27,242,750

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

F-3

TWIN VENTURES LTD.
(a exploration stage company)

STATEMENT OF STOCKHOLDERS' EQUITY
As of December 31, 2002 and
June 30, 2003

ADDITIONAL
COMMON PAR PAID IN ACCUM. TOTAL
STOCK VALUE CAPITAL DEFICIT EQUITY
-------------------------------------------------------------------------------------------------

Incorporation, October 6, 2002 -- $ -- $ -- $ -- $ --

Common stock subscribed 3,200,000 320 15,680 16,000

Stock subscription receivable (2,500)

Stock issued for services 24,000,000 2,400 99,600 102,000

Net income (loss) (145,920) (145,920)
-----------------------------------------------------------------------------------------

Balance, December 31, 2002 27,200,000 $ 2,720 $ 115,280 $ (145,920) $ (30,420)

Common stock issued for cash 57,000 6 14,244 14,250

Stock subscription received 2,500

Net income (loss) (2,814) (2,814)
-----------------------------------------------------------------------------------------

Balance, June 30, 2003 27,257,000 $ 2,726 $ 129,524 $ (148,734) $ (16,484)
=========================================================================================

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

F-4

TWIN VENTURES LTD.
(a exploration stage company)

STATEMENTS OF CASH FLOWS

For the two months ending December 31, 2002, the six months ending
June 30, 2003 and from inception (November 6, 2002) through June 30, 2003

CASH FLOWS FROM OPERATING ACTIVITIES FROM
12/31/2002 6/30/2003 INCEPTION

Net income (loss) $ (145,920) $ (2,814) $(148,734)
--------- --------- ---------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:

Depreciation - - -
Compensation in the form of stock 102,000 - 102,000
Mineral rights expensed 13,500 2,500 16,000
(Increase) Decrease in accounts receivable - - -
Increase (Decrease) in accounts payable 500 700 1,200
Increase (Decrease) in accrued expenses 12,500 (9,750) 250
Increase (Decrease) in contract payable 17,500 (2,500) 17,500
--------- --------- ---------
Total adjustments to net income 146,000 (9,050) 136,950
--------- --------- ---------
Net cash provided by (used in) operating activities 80 (11,864) (11,784)
--------- --------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for web site design (744) (744)
Cash paid for mineral rights (13,500) (2,500) (16,000)
--------- --------- ---------
Net cash flows provided by (used in) investing
activities (13,500) (3,244) (16,744)
--------- --------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from stock issuance 13,500 16,750 30,250
--------- --------- ---------

Net cash provided by (used in) financing activities 13,500 16,750 30,250
--------- --------- ---------

CASH RECONCILIATION

Net increase (decrease) in cash 80 1,642 1,722
Cash - beginning balance - 80 -
--------- --------- ---------

CASH BALANCE END OF PERIOD $ 80 $ 1,722 $ 1,722
========= ========= =========

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

F-5

NOTE 1 - OPERATIONS AND BASIS OF PRESENTATION
----------------------------------------

Twin Ventures Ltd. (the Company), a exploration stage company, was incorporated
on November 6, 2002 in the State of Delaware and is headquartered in Bainridge
Island, Washington. The Company is an exploration stage mining and mineral
company. On November 21, 2002 the Company became actively engaged in acquiring
mineral properties, raising capital, and preparing properties for production.
The Company did not have any significant mining operations or activities from
inception; accordingly, the Company is deemed to be in the exploration stage.
For purposes of recording the Company's mineral claims in Canada, the Company
acquired New Heights Capital Corporation (a Canadian corporation) and
transferred the claims listed in the following paragraph into the subsidiary in
exchange for 100% of the subsidiary's outstanding stock.

On November 21, 2002, the Company acquired mineral claims (the "Ritz Claims")
located in the Lillooet Lake Region of Southwest British Columbia, Canada. The
property consists twenty unpatented two post mineral claims and one unpatented
four post mineral claim representing forty units that have been staked and
recorded in the Lillooet mining division. The Company has not commenced economic
production and is therefore still considered to be in the exploration stage.

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of the mineral properties and
other assets and the satisfaction of liabilities in the normal course of

business. The Company has incurred losses of $148,734 from inception to June 30,
2003. The Company has not realized economic production from its mineral
properties as of June 30, 2003. These factors raise substantial doubt about the

Company's ability to continue as a going concern. Management continues to
actively seek additional sources of capital to fund current and future
operations. There is no assurance that the Company will be successful in
continuing to raise additional capital, establishing probable or proven
reserves, or determining if the mineral properties can be mined economically.
These financial statements do not include any adjustments that might result from
the outcome of these uncertainties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------

Revenue and Cost Recognition
- ----------------------------

The Company uses the accrual basis of accounting for financial statement
reporting. Revenues and expenses are recognized in accordance with Generally
Accepted Accounting Principles for the industry. Certain period expenses are
recorded when obligations are incurred.

Use of Estimates
- ------------------

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

Accounts Receivable, deposits, Accounts Payable and accrued Expenses
- --------------------------------------------------------------------

Accounts receivable have historically been immaterial and therefore no allowance
for doubtful accounts has been established. Normal operating refundable Company
deposits are listed as Other Assets. Accounts payable and accrued expenses
consist of trade payables created from the normal course of business.

F-6

Mineral Properties and Mining Equipment
- -------------------------------------------

Mineral properties and mining equipment include land and mining equipment
carried at cost. Mining equipment including mill facilities is depreciated using
the straight-line method over estimated useful lives of 5 to 15 years, or the
units-of-production method based on estimated tons of ore reserves if the
equipment is located at a producing property with a shorter economic life.
Mining equipment not in service is not depreciated.

During 1997, the Securities and Exchange Commission (SEC) staff reconsidered
existing accounting practices for mineral expenditures by United States junior
mining companies. They now interpret generally accepted accounting policy for
junior mining companies to permit capitalization of acquisition and exploration
costs only after persuasive engineering evidence is obtained to support
recoverability of these costs (ideally upon determination of proven and/or
probable reserves based upon dense drilling samples and feasibility studies by a
recognized independent engineer). Although the Company has obtained samples, and
an independent engineer has deemed the properties may contain platinum group
metals, management has chosen to follow the more conservative method of
accounting by expending all mineral costs, for which there is no feasibility
study.

Land Options
- -------------

As noted above, since the Company interprets generally accepted accounting
policies to permit capitalization of acquisition costs including leases and land
options only after persuasive engineering evidence has been obtained to support
recoverability of these costs, these costs will be expensed.

Non-mining Property and Equipment
- ---------------------------------

Property and equipment purchased by the Company are recorded at cost.
Depreciation is computed by the straight-line method based upon the estimated
useful lives of the respective assets. Expenditures for repairs and maintenance
are charged to expense as incurred as are any items purchased which are below
the Company's capitalization threshold of $1,000.

For assets sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from accounts, and any related gain or loss is
reflected in income for the period.

Reclamation and Environmental Costs
- -----------------------------------

Reclamation costs and related accruals are based on the Company's interpretation
of environmental and regulatory requirements. Minimum standards for mine
reclamation have been established by various governmental agencies. Reclamation,
site restoration, and closure costs for each producing mine are accrued over the
life of the mine using the units-of-production method. Ongoing reclamation
activities are expensed in the period incurred.

Income Taxes
- -------------

The Company accounts for income taxes using the liability method which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Deferred tax assets and liabilities are determined based on the
difference between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

F-7

The Company's management determines if a valuation allowance is necessary to
reduce any tax benefits when the available benefits are more likely than not to
expire before they can be used.

Inventory
- ---------

Inventory is stated at net realizable value.

Stock Based Compensation
- --------------------------

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (SFAS 123), which is effective for periods beginning after
December 15, 1995. SFAS 123 requires that companies either recognize
compensation expense for grants of stock, stock options, and other equity
instruments based on fair value or provide pro-forma disclosure of the effect on
net income and earnings per share in the Notes to the Financial Statements. The
Company has adopted SFAS 123 in accounting for stock-based compensation.

Cash and Cash Equivalents, and Credit Risk
- ---------------------------------------------

For purposes of reporting cash flows, the Company considers all cash accounts
with maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.

The portion of deposits in a financial institution that insures its deposits
with the FDIC up to $100,000 per depositor in excess of such insured amounts are
not subject to insurance and represent a credit risk to the Company.

Foreign Currency Translation and Transactions
- ---------------------------------------------

The Company's functional currency is the US dollar. No material translations or
transactions have occurred. Upon the occurrence of such material transactions or
the need for translation adjustments, the Company will adopt Financial
Accounting Standard No. 52 and other methods in conformity with Generally
Accepted Accounting Principles.

Earnings Per Share
- --------------------

In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per
Share". SFAS 128 replaces the presentation of primary earnings per share with a
presentation of basic earnings per share based upon the weighted average number
of common shares for the period.

Leases
- ------

The Company accounts for leases in accordance with Generally Accepted Accounting
Principles which require operating leases to be expensed and capital leases to
be capitalized and amortized over the lease term. Leased mining properties under
capital leases are expensed until such time that an engineering study has been
completed showing proven mining reserves.

F-8

NOTE 3 - AFFILIATES AND RELATED PARTIES
---------------------------------

Significant relationships with (1) companies affiliated through common ownership
and/or management, and (2) other related parties are as follows:

The Company has ownership of the "Ritz Claims" which was purchased from a
director of the Company. The purchase requires services to the Company from the
Director per the purchase agreement dated November 21, 2002. See Footnote #5 for
a description of this Project.

The Company has an informal month-to-month operating lease for office space with
the Company's President in the amount of $200 per month. The lease covers the
use of phone, space, office equipment and furniture.

The Company has stock-based compensation agreements with an officer and 2
directors of the Company as disclosed in Footnote No. 7.

NOTE 4 - MINERAL PROPERTIES AND MINING EQUIPMENT
-------------------------------------------

The Company's net investment in mineral properties and mining equipment includes
the "Ritz Claim" as described in footnote #1. All costs related to the claim
have been expended in accordance with Generally Accepted Accounting Principles
for the industry.

NOTE 5 - INCOME TAXES
-------------

The Company has available net operating loss carryforwards for financial
statement and federal income tax purposes. These loss carryforwards expire if
not used by the year 2022. The Company's management has decided a valuation
allowance is necessary to reduce any tax benefits because the available benefits
are more likely than not to expire before they can be used.

NOTE 6 - LONG-TERM DEBT
--------------

The contract payment schedule calls for $13,500 to be paid upon delivery of a
summary geological report and transfer of property title. The $13,500 was paid
per the contract. On February 28, 2003 a payment of $2,500 was made per contract
schedule. Twelve months from the date of title registration, $2,500 becomes due
with another $2,500 due twenty four months from such date. No later than thirty
six months from the date of signature on the contract, the balance of payment is
due for a total purchase price of $33,500.

NOTE 7 - SHAREHOLDERS' EQUITY
---------------------

Preferred Stock
- ---------------

The Company has authorized ten million (10,000,000) shares of preferred stock
with a par value of $.0001, none of which have been issued.

F-9

Common Stock
- ------------

The Company has authorized fifty million (50,000,000) shares of common stock
with a par value of $.0001.

Sale Restrictions on Common Stock
- ---------------------------------

As of June 30, 2003, a total of 27,257,000 shares of common stock are
outstanding. Sales of these shares of stock are restricted under Rule 144 of the
Securities Act of 1933. Our common stock will be available for resale to the
public after November 2003 with respect to 20,000,000 of these shares owned by
David Deering and with respect to 2,000,000 of these shares owned by Brian
Bisset and with respect to 2,000,000 of these shares owned by Andrew Norins,
after December 2004 with respect to 3,200,000 of these shares and after March
2004 with respect to 57,000 of these shares, in accordance with the volume and
trading limitations of Rule 144 of the Act.

Common Stock Subscribed and Issued for Cash
- -------------------------------------------

During December, 2002, the Company undertook an offering exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 to raise
$16,000 in the issuance of 3,200,000 shares of common stock for the purpose of
the acquisition and exploration of mining properties. The Company's management
considers this offering to be exempt under the Securities Act of 1933. A
receivable for stock subscribed was recorded in the equity section of the
financial statements at December 31, 2002 for cash amounts that had not yet been
received by the Company. During the first quarter of 2003 the cash outstanding
from stock subscribed was received and the stock subscribed was converted by
memo to common stock and the stock certificates issued.

During March 2003, the Company undertook a Regulation D Rule 506 private
placement offering to raise $14,250 for the issuance of 57,000 shares of common
stock for the purpose of mineral exploration. The Company's management considers
this offering to be exempt under the Securities Act of 1933.

Common Stock Recorded as Deferred Compensation
- ----------------------------------------------

The Company does not have an employee stock compensation package set up at this
time. The stock compensation that has been granted falls under Rule 144.
Compliance with Rule 144 is discussed in the following paragraph.

1. 1% of the number of shares of the company's common stock then outstanding
which, in our case, would equal approximately 280,380 shares as of the
date of this prospectus; 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.

F-10

The Company records stock issued for services and future services at the fair
value of the stock issued, if known, or the fair value of the services if the
fair value of the stock is not determined and no value is contemplated in the
contract. The stock is recorded as issued in the equity section of the financial
statements when a contract for services is entered into for stock compensation.

On November 8, 2002, the Company entered into a service agreement with Mr. David
Deering, the President of the Company, for a 12 month term which is renewable by
both parties after the twelve month term. The agreement called for the issuance
of twenty million (20,000,000) common shares of stock for the value of such
services, $85,000. The value of the shares was established by the fair value of
the services to be provided as a fair trading value of the stock had not been
established. The number of shares issued was based on the price the shares were
sold in the Company's first private placement with a 15% discount since such
shares were restricted in accordance with Rule 144 of the Securities Act of
1933. Due to the uncertainty of the Company's ability to continue as a going
concern, the amounts were recorded as an expense when the shares were issued.

On November 8, 2002, the Company entered into a service agreement with Mr. Brian
Bisset, a Director of the Company, for a 12 month term which is renewable by
both parties after the twelve month term. The agreement called for the issuance
of two million (2,000,000) common shares of stock for the value of such
services, $8,500. The value of the shares was established by the fair value of
the services to be provided as a fair trading value of the stock had not been
established. The number of shares issued was based on the price the shares were
sold in the Company's first private placement with a 15% discount since such
shares were restricted in accordance with Rule 144 of the Securities Act of
1933. Due to the uncertainty of the Company's ability to continue as a going
concern, the amounts were recorded as an expense when the shares were issued.

On November 8, 2002, the Company entered into a service agreement with Mr.
Andrew Norins, a Director of the Company, for a 12 month term which is renewable
by both parties after the twelve month term. The agreement called for the
issuance of two million (2,000,000) common shares of stock for the value of such
services, $8,500. The number of shares issued was based on the price the shares
were sold in the Company's first private placement with a 15% discount since
such shares were restricted in accordance with Rule 144 of the Securities Act of
1933. Due to the uncertainty of the Company's ability to continue as a going
concern, the amounts were recorded as an expense when the shares were issued.

The value of the shares was established by the fair value of the services to be
provided as a fair trading value of the stock had not been established.

NOTE 8 - ACQUISITIONS
------------

On November 21, 2002, the Company entered into an agreement with Mr. Garth
Barton for the purchase of mining property, the "Ritz Claim", located in the
Lillooet Lake Region of Southwest British Columbia, Canada. The "Ritz Claim" is
title to forty (40) mineral claim units that are unpatented. The total purchase
price of the claim is $33,500 due per terms of the contract with advance
royalties of $25,000 to be paid annually commencing 36 months from the date of
signature of the agreement. Failure to pay the advance royalties will cause a
reversion of the property within 10 days of such failure. The property is
subject to a 2 1/2% Net Smelter Royalty (NSR) and a 7 1/2% Gross Rock Royalty
(GRR). 1 1/2% of the NSR can be acquired for $1.0 million within 12 months from
the commencement of commercial production. Mr. Barton is required to keep the
claims in good standing for at least 18 months from the date of the agreement.
In addition, Mr. Barton will provide geological consulting services for the
claims and will maintain the claims in good standing for a period of 36 months
with fees advanced by the Company prior to the anniversary dates from signature
of the agreement. Said fees are to be deducted from the total cost.

F-11

On April 22, 2003, the Company acquired the outstanding common share (one common
share) of New Heights Capital Corporation, an inactive Canadian corporation, for
the purpose of recording the Company's Canadian "Ritz Claim" in a Canadian
corporation as required. The "Ritz Claim" was transferred to the subsidiary in
exchange for the subsidiary's outstanding common share of stock. New Heights
Capital Corporation is a wholly owned Canadian subsidiary of the Company.

NOTE 9 - COMMITMENTS AND CONTINGENCIES
-------------------------------

The Company's "Ritz Claims" will revert back to the seller within no less than a
10 day period if the Company fails to make the $25,000 annual advance royalty
payments per the sales contract commencing 36 months from the date of the
contract.

Management is not aware of any contingent matters that could have a material
adverse effect on the Company's financial condition, results of operations, or
liquidity.

NOTE 10 - LITIGATION, CLAIMS AND ASSESSMENTS
----------------------------------

From time to time in the normal course of business the Company will be involved
in litigation. The Company's management has determined any asserted or
unasserted claims to be immaterial to the financial statements.

NOTE 11 - GOING CONCERN
-------------

We Lack an Operating History and Have Losses Which We Expect to Continue
into The Future.

We were incorporated in November 2002 and we have not started our proposed
business operations or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
since inception is $146,600. Our ability to achieve and maintain profitability
and positive cash flow is dependent upon:

- our ability to locate a profitable mineral property
- our ability to generate revenues
- our ability to raise the capital necessary to continue exploration of
the property.

The company intends to generate additional capital from the public markets to
increase its ability to locate profitable mineral property and generate
revenues. In the past, the Company has been successful with raising minimum cash
flows through private placement. The Company may also consider public or private
debt transactions and/or further private placement, but has no such actions in
place at this time.

F-12

TWIN VENTURES LTD.

27,257,000 Shares Common Stock

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE
HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON
STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.

August 20, 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

Section 145 of the General Corporation Law of Delaware ("DGCL") provides that
directors, officers, employees or agents of Delaware corporations are entitled,
under certain circumstances, to be indemnified against expenses (including
attorneys' fees) and other liabilities actually and reasonably incurred by them
in connection with any suit brought against them in their capacity as a
director, officer, employee or agent, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful. Section 145 also
provides that directors, officers, employees and agents may also be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
them in connection with a derivative suit bought against them in their capacity
as a director, if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made without court approval if such person
was adjudged liable to the corporation.

Our Certificate of Incorporation provides that the we shall indemnify any and
all persons whom we shall have power to indemnify to the fullest extent
permitted by the DGCL. Article VII of our by-laws provides that we shall
indemnify our authorized representatives to the fullest extent permitted by the
DGCL. Our by-laws also permit us to purchase insurance on behalf of any such
person against any liability asserted against such person and incurred by such
person in any capacity, or out of such person's status as such, whether or not
we would have the power to indemnify such person against such liability under
the foregoing provision of the by-laws.

Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered hereby. All such expenses will
be borne by the registrant; none shall be borne by any selling stockholders.

Securities and Exchange $ 100
Commission registration fee
Legal fees and expenses (1) $ 10,000
Accounting fees and $ 5,000
expenses (1)

Miscellaneous (1) $ 0
Total (1) $ 15,100

(1) Estimated.

II-1

Item 26. RECENT SALES OF UNREGISTERED SECURITIES.

Twin Ventures Inc. was incorporated in the State of Delaware on November 6, 2003
and 20,000,000 shares were issued to David Deering and 2,000,000 shares were
each issued to Brian Bisset and Andrew Norins in reliance on the exemption under
Section 4(2) of the Securities Act of 1933, as amended (the "Act"). Such shares
were issued to David Deering as founders shares as compensation for services for
an aggregate amount paid of $22,000.00 based on the par value of the stock.

In December 2002, we sold a total of 3,200,000 shares of our common stock to 11
shareholders at a price of $.005 per share for a total of $16,000 in reliance on
an exemption from registration under Section 4(2) of the Securities Act of 1933.
The following sets forth the identity of the class of persons to whom we sold
these shares and the amount of shares for each shareholder:

Jim Fitzpatrick 240,000
Doug Hopper 240,000
Bill Whittle 240,000
Earl Hope 240,000
Michael Mulberry 240,000
Robert Hunter 280,000
Barry Wieczorek 400,000
Peter Banysch 400,000
Paula Banysch 400,000
Chet Kurzawski 260,000
Isabel Kurzawski 260,000

In March 2003, we completed a Regulation D, Rule 506 Offering in which we issued
a total of 57,000 shares of our common stock to 34 shareholders at a price per
share of $.40 for an aggregate offering price of $14,250. The following sets
forth the identity of the class of persons to whom we sold these shares and the
amount of shares for each shareholder:

Danielle Jackson: 1,000
Brian Currie: 1,000
Konstantina Skerik: 1,000
Kay Macintosh: 3,000
Gail Barber: 1,000
Raymond Davis: 1,000
Katharin Von Gavel: 1,000
June L.Craig: 1,000
Ellis P.Craig: 1,000
Alan Au: 1,000
Robert Soper: 1,000
Stuart Rennie: 1,000
Karen Hunter Payne: 1,000
Russel Rennie: 1,000
Paul La Frenais: 1,000
Marie Rennie: 1,000
Linda Schilke: 1,000
William Cheng: 1,000
Stan Ford: 7,200
Brian MacDonald: 8,000
Fred Cooper: 8,800
Tom Eberlein: 1,000
Pauline Eberlein: 1,000
David Clarke: 1,000
John Ramsay: 1,000
Brock Smither: 1,000
Belkis Rivero: 1,000
Lawrence Stephenson: 1,000
Michael Raleigh: 1,000
Colin G.Arthurs: 1,000

II-2

Maraway Holdings: 1,000
Sharon Ciccozzi: 1,000
Robert Krause: 1,000
Doug Stewart: 1,000

The Common Stock issued in the Company's Regulation D, Rule 506 offering was
issued in a transaction not involving a public offering in reliance upon an
exemption from registration provided by Rule 506 of Regulation D of the
Securities Act of 1933. In accordance with Section 230.506 (b)(1) of the
Securities Act of 1933, these shares qualified for exemption under the Rule 506
exemption for this offerings since it met the following requirements set forth
in Reg. ss.230.506:

(A) No general solicitation or advertising was conducted by the Company in
connection with the offering of any of the Shares.

(B) At the time of the offering the Company was not: (1) subject to the
reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2)
an "investment company" within the meaning of the federal securities laws.

(C) Neither the Company, nor any predecessor of the Company, nor any director
of the Company, nor any beneficial owner of 10% or more of any class of
the Company's equity securities, nor any promoter currently connected with
the Company in any capacity has been convicted within the past ten years
of any felony in connection with the purchase or sale of any security.

(D) The offers and sales of securities by the Company pursuant to the
offerings were not attempts to evade any registration or resale
requirements of the securities laws of the United States or any of its
states.

(E) None of the investors are affiliated with any director, officer or
promoter of the Company or any beneficial owner of 10% or more of the
Company's securities.

All of the shareholders who purchased shares in the 506 offering represented to
us that they were accredited and/or sophisticated investors. Please note that
pursuant to Rule 506, all shares purchased in the Regulation D Rule 506 offering
completed in March 2003 were restricted in accordance with Rule 144 of the
Securities Act of 1933.

We have never utilized an underwriter for an offering of our securities. Other
than the securities mentioned above, we have not issued or sold any securities.

II-3

Item 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

The following exhibits are filed as part of this registration statement:

EXHIBIT DESCRIPTION

3.1 Certificate of Incorporation of Twin Ventures Ltd. *

3.2 By-laws of Twin Ventures Ltd. *

5.1 Opinion of Anslow & Jaclin LLP

10.1 Mineral Rights Agreement dated November 21, 2002 between Twin
Ventures Ltd. and Garth Barton *

10.2 Bill of Sale *

23.1 Consent of Gately & Associates

23.2 Consent of Anslow & Jaclin LLP (included in Exhibit 5.1)

23.3 Consent of Laurence Stephenson, Independent Geologist **

24.1 Power of Attorney (included on page II-6 of the registration
statement)

99.1 Geological and geochemical Report on the RITZ mineral claims **

99.2 Location and Access Map **

* Filed with the original Form SB-2 on May 5, 2003 (SEC File No. 333-105008)
** Filed with Amendment No.1 to Form SB-2 on July 1, 2003
(Sec File No. 333-105008)

Item 28. UNDERTAKINGS.

(A) 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 to:

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

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) any deviation from the low
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
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and

(iii)Include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

II-4

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering therein, 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 which remain unsold at the
termination of the offering.

(B) Undertaking Required by Regulation S-B, Item 512(e).

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or controlling persons pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel that the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

II-5

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 City of Bellingham, State of

Washington, on the 20th day of August, 2003.

TWIN VENTURES LTD.

By: /s/ David Deering
-------------------------------
DAVID DEERING
PRESIDENT, CHIEF EXECUTIVE
OFFICER, AND SECRETARY

POWER OF ATTORNEY

The undersigned directors and officers of Twin Ventures Ltd. hereby constitute
and appoint David Deering, with full power to act without the other and with
full power of substitution and resubstitution, our true and lawful
attorneys-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this registration statement under the
Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm each and every act and thing that such
attorneys-in-fact, or any them, or their substitutes, shall lawfully do or cause
to be done by virtue thereof.

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 indicated.

By: /s/ David Deering President, Chief Dated: August 20, 2003
----------------------------- Secretary and
David Deering Director

By: /s/ Brian Bisset Director Dated: August 20, 2003
-----------------------------
Brian Bisset

By: /s/ Andrew Norins Director Dated: August 20, 2003
-----------------------------
Andrew Norins

II-6