[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]

                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
       [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                                    SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended: June 30, 2004
                  --------------------------------------------

       [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                                  EXCHANGE ACT

    For the transition period from                to
                                   ---------------   ---------------
                        Commission file number 333-105008
            ---------------------------------------------------------

                             Rincon Resources, Inc.
   --------------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

                     Delaware                             87-0700927
-------------------------------------------------------------------------------
             (State or other jurisdiction               (IRS Employer
         of incorporation or organization)             Identification No.)

               2920 N Swan Road, Suite 206, Tucson, Arizona 85715
   ---------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (520) 991-3335
                            Issuer's telephone number

   Twin Ventures, Ltd. 6418 NE Agate Beach Lane, Bainbridge Island, WA 98110
--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report.)

         Check whether the issuer (1) filed all reports  required to be filed by
 Section 13 or 15(d) of the  Exchange Act during the past 12 months (or for such
 shorter period that the registrant was required to file such reports),  and (2)
 has been subject to such filing requirements for the past 90 days. Yes X No



<PAGE>





                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act  after  the
distribution of securities under a plan confirmed by a court. Yes ----- No -----


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of the latest  practical date:  August 18, 2004 92,570,000


         Transitional Small Business Disclosure Format (check one).
Yes      ;  No   X
    ----       -----



<PAGE>



                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                   June 30,         December 31,
                                                                              ------------------  -----------------
                                                                                     2004               2003
                                                                              ------------------  -----------------
ASSETS
Current Assets
<S>                                                                           <C>                 <C>
  Cash and cash equivalents                                                   $                -  $              76
                                                                              ------------------  -----------------

     Total Assets                                                             $                -  $              76
                                                                              ==================  =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable                                                           $            5,774  $           1,800
   Accrued expenses & short term contract payable                                          4,825              4,825
                                                                              ------------------  -----------------

     Total Current Liabilities                                                            10,599              6,625

Long-Term Liabilities
   Contract payable - the "Ritz Claim"                                                    15,000             15,000
                                                                              ------------------  -----------------

     Total Liabilities                                                                    25,599             21,625
                                                                              ------------------  -----------------

Stockholders' Equity
   Preferred stock, $.0001 par value, authorized 10,000,000
     shares, -0- issued                                                                        -                  -
   Common stock, $.0001 par value, authorized 500,000,000
     shares, 92,570,000 issued at June 30, 2004 and
     December 31, 2003                                                                     9,257              9,257
   Additional paid-in capital                                                            122,993            122,993
   Deficit accumulated during exploration state                                         (157,849)          (153,799)
                                                                              ------------------  -----------------

     Total Stockholders' Equity                                                          (25,599)           (21,549)
                                                                              ------------------  -----------------

     Total Liabilities and Stockholders' Equity                               $                -  $              76
                                                                              ==================  =================
</TABLE>

                             See accompanying notes.

                                        3

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                                        Accumulated
                                                                                                                         Since
                                                                                                                       November 21,
                                                                                                                         2002
                                               For the Three Months                For the Six Months                Inception of
                                                   Ended June 30,                      Ended June 30,                 Exploration
                                          --------------------------------      -------------------------------
                                               2004              2003                  2004              2003              State
                                          -------------      -------------      -------------      -------------      -------------
REVENUES
<S>                                       <C>                <C>                <C>                <C>                <C>
   Revenues                               $        --        $        --        $        --        $        --        $        --

   Cost of Services                                --                 --                 --                 --                 --
                                          -------------      -------------      -------------      -------------      -------------

     Gross Profit (Loss)                           --                 --                 --                 --                 --

EXPENSES
  General and Administrative                      3,176              2,134              4,050              2,814            124,349
  General Exploration                              --                 --                 --                 --               33,500
                                          -------------      -------------      -------------      -------------      -------------

     Total Expenses                               3,176              2,134              4,050              2,814            157,849
                                          -------------      -------------      -------------      -------------      -------------

NET INCOME (LOSS)                         $      (3,176)     $      (2,314)     $      (4,050)     $      (2,814)     $    (157,849)
                                          =============      =============      =============      =============      =============

Weighted Average Shares                     106,416,140        272,570,000        189,034,160        272,427,500
                                          =============      =============      =============      =============

Loss per Common Share                     $        --        $        --        $        --        $        --
                                          =============      =============      =============      =============
</TABLE>

                             See accompanying notes.

                                        4

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                    Accumulated
                                                                                                       Since
                                                                                                    November 21,
                                                                                                        2002
                                                                     For the Six Months             Inception of
                                                                       Ended June 30,               Exploration
                                                            ------------------------------------
                                                                  2004               2003              State
                                                            ----------------- ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                         <C>               <C>                <C>
Net Loss                                                    $          (4,050)$           (2,814)$         (157,849)
Adjustments used to reconcile net loss to net
  cash provided by (used in) operating activities
Depreciation                                                                -                  -                744
Compensation in the form of stock                                           -                  -            102,000
Mineral rights expensed                                                     -              2,500             16,000
Increase (decrease) in accrued expenses                                     -             (9,750)             4,825
Increase (decrease) in contract payable                                     -             (2,500)            15,000
Increase (decrease) in accounts payable                                 3,974                700              5,774
                                                            ----------------- ------------------ ------------------
Net cash used in operating activities                                     (76)           (11,864)           (13,506)
                                                            ----------------- ------------------ ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Cash paid for website design                                                -               (744)              (744)
Cash paid for mineral rights                                                -             (2,500)           (16,000)
                                                            ----------------- ------------------ ------------------
Net cash used by investing activities                                       -             (3,244)           (16,744)
                                                            ----------------- ------------------ ------------------


CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from stock issuance                                                -             16,750             30,250
                                                            ----------------- ------------------ ------------------
Net Cash Provided by Financing  Activities                                  -             16,750             30,250
                                                            ----------------- ------------------ ------------------

Net Increase (Decrease) in
   cash and cash equivalents                                              (76)             1,642                  -
Cash and cash equivalents at
   beginning of the period                                                 76                 80                  -
                                                            ----------------- ------------------ ------------------
Cash and cash equivalents at end of the period              $               - $            1,722 $                -
                                                            ================= ================== ==================

SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION:
Interest                                                    $               - $                - $                -
Income Taxes                                                $               - $                - $                -
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: NONE

                             See accompanying notes.

                                        5

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003

NOTE 1 - OPERATIONS AND BASIS OF PRESENTATION

         This  summary  of  accounting  policies  for  Rincon  Resources,   Inc.
(formerly Twin Ventures,  Ltd.) (an  exploration  state company) is presented to
assist in  understanding  the Company's  financial  statements.  The  accounting
policies  conform to  generally  accepted  accounting  principles  and have been
consistently applied in the preparation of the financial statements.

         The  unaudited  financial  statements  as of June 30,  2004 and for the
three and six months  then ended  reflect,  in the  opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly state the financial  position and results of operations for the three and
six months. Operating results for interim periods are not necessarily indicative
of the results which can be expected for full years.

         Rincon Resources, Inc. (formerly Twin Ventures, Ltd.) (the Company), an
exploration state company,  was incorporated on November 6, 2002 in the State of
Delaware and is headquartered in Tucson,  Arizona. The Company is an exploration
state  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  state.  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 from  inception to June
30, 2004.  The Company has not  realized  economic  production  from its mineral
properties as of June 30, 2004. 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.


                                        6

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (continued)

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.

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

                                        7

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

         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.

                                        8

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

         Basic  earnings per common share were  computed by dividing net loss by
the weighted  average  number of shares of common stock  outstanding  during the
year.  Diluted loss per common share for the three and six months ended June 30,
2004 and 2003 are not presented as it would be anti-dilutive.

                                        9

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 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  for the years  ending
December 31, 2002 and 2003. These loss  carryforwards  expire if not used by the
year 2022 and 2023. 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.  The  value of these  tax
benefits is $29,184 and $1,576, respectively.





                                       10

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (continued)

NOTE 6 - LONG-TERM DEBT

         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.  The  property  is  subject  to a royalty
agreement.

         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.

Common Stock

         The Company has authorized five hundred million (500,000,000) shares of
common stock with a par value of $.0001.

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.


                                       11

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (continued)

NOTE  7 -  SHAREHOLDERS'  EQUITY (continued)

         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 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.

         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.

         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

                                       12

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (continued)

NOTE  7 -  SHAREHOLDERS'  EQUITY (continued)

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

                                       13

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (continued)

NOTE 8 - ACQUISITIONS (continued)

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.

         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.

         On June 1, 2004, the Company  entered into a consulting  agreement with
Mr. Robert  McIntosh.  Mr. McIntosh will provide  geological and  administrative
services to the Company for $3,000 per month.

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

         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.

                                       14

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (continued)

NOTE 12 - SUBSEQUENT EVENTS

         On July 26, 2004, the Company  executed an agreement and made a deposit
of $55,000 to acquire a 75% interest in the Tudor Gold Property.  The Tudor Gold
Property is located in Tudor and  Grimsthorpe  Townships  in the  Madoc-Bancroft
region of the  Providence  of  Ontario  and is located  approximately  100 miles
northeast of Toronto,  Canada.  The property  consists of twenty-two  contiguous
unpatented  mining claims  containing sixty units covering  approximately  2,965
acres of land.  The Company  intends to launch a  comprehensive,  property wide,
surface  exploration program  immediately.  Once further funding is acquired and
the agreement can be fully executed, the Company intends to follow-up with drill
testing of the  mineralized  zones of the  property.  The data  derived from the
drill  testing of the various  zones  should  enable the Company to identify and
assess gold bearing structures to ultimately establish the size and grade of the
gold resource.

         On July 6, 2004, the Company amended its articles of  incorporation  to
change  the  authorized  capital  from  50,000,000  shares  of  common  stock to
500,000,000 shares of common stock.

         On July 23, 2004,  the Company did a 10 to 1 forward stock split of its
issued  and  outstanding  shares  of  common  stock  from  9,257,000  shares  to
92,570,000  shares. All references to common stock have been adjusted to reflect
the stock split.


ITEM 2.  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
we will continue as a going concern.  As discussed in the notes to the financial
statements,  we have experienced  losses from inception.  Our 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.



                                       15

<PAGE>



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  state expenses from  inception  through June 30, 2004 were
$33,500  for general  exploration  costs  related to the  mineral  rights of the
exploration  property and $124,349 of general and  administrative  costs related
mainly to stock compensation for services of $102,000, bank charges,  accounting
charges of $2,500,  legal  charges of $7,500,  consulting  charges of $3,000 and
office/web  site  costs for a total  expense of  $157,849  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:


                                       16

<PAGE>


<TABLE>
<CAPTION>

<S>                                                                            <C>
         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
         geological mapping                                                     $5,000.00
                                                                                ---------
                  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
</TABLE>

         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.




                                       17

<PAGE>



Capital Resources and Liquidity.

         As of June 30, 2004, the Company had no cash.  The planned  exploration
expenditures  of  phase  two and  three  are  estimated  to cost  $8,200  and an
additional  $2,500 payment was 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. 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.

ITEM 3.  CONTROLS AND PROCEDURES

         The Company's Chief Executive  Officer and Chief Financial Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report on Form 10-QSB,  that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary to evaluate whether:

         (i) this Quarterly  Report on Form 10-QSB contains any untrue statement
         of a material fact or omits to state a material fact  necessary to make
         the  statements  made, in light of the  circumstances  under which such
         statements were made, not misleading with respect to the period covered
         by this Quarterly Report on Form 10-QSB, and

         (ii) the financial statements, and other financial information included
         in this Quarterly Report on Form 10-QSB, fairly present in all material
         respects the financial condition,  results of operations and cash flows
         of the Company as of, and for, the periods  presented in this Quarterly
         Report on Form 10-QSB.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief  Financial  Officer's  evaluation  that could  significantly  affect these
internal  controls,  including any corrective actions with regard to significant
deficiencies and material weaknesses.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES

         On July 6, 2004, the Company amended its articles of  incorporation  to
change  the  authorized  capital  from  50,000,000  shares  of  common  stock to
500,000,000 shares of common stock.

         On July 23, 2004,  the Company did a 10 to 1 forward stock split of its
issued and outstanding

                                       18

<PAGE>



shares  of  common  stock  from  9,257,000  shares  to  92,570,000  shares.  All
references to common stock have been adjusted to reflect the stock split.

         On July 23, 2004, the Company changed its stock symbol to RIRI.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

ITEM 5.  OTHER INFORMATION

         On July 26, 2004, the Company  executed an agreement and made a deposit
of $55,000 to acquire a 75% interest in the Tudor Gold Property.  The Tudor Gold
Property is located in Tudor and  Grimsthorpe  Townships  in the  Madoc-Bancroft
region of the  Providence  of  Ontario  and is located  approximately  100 miles
northeast of Toronto,  Canada.  The property  consists of twenty-two  contiguous
unpatented  mining claims  containing sixty units covering  approximately  2,965
acres of land.  The Company  intends to launch a  comprehensive,  property wide,
surface  exploration program  immediately.  Once further funding is acquired and
the agreement can be fully executed, the Company intends to follow-up with drill
testing of the  mineralized  zones of the  property.  The data  derived from the
drill  testing of the various  zones  should  enable the Company to identify and
assess gold bearing structures to ultimately establish the size and grade of the
gold resource.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number          Title of Document

10.1     Property Option Agreement between Louvicourt Gold Mines, Inc., a Quebec
         corporation, and Rincon Resources, Inc., a Delaware corporation,  dated
         July 8, 2004.

31       Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.

32       Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.

(b) Reports on Form 8-K filed.

         On April 13, 2004,  the Company filed on Form 8-K under Item 1, Changes
in Control of Registrant.

         On April 30, 2004,  the Company filed on Form 8-K under Item 1, Changes
in Control of Registrant.




                                       19

<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


 Rincon Resources, Inc.
(Registrant)


DATE:      August 19, 2004
     ---------------------------------


By:  /s/ Graeme Scott
Graeme Scott
President, C.E.O., C.F.O. and Director
(Principal Executive and Financial Officer)








                                       20

<PAGE>



EXHIBIT 31

                           SECTION 302 CERTIFICATIONS

I, Graeme Scott, certify that:

         1. I have  reviewed  this  quarterly  report  on form  10-QSB of Rincon
         Resources, Inc.

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

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

         4. The small  business  issuer's  other  certifying  officers and I are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures  (as defined in exchange act rules  13a-15(e)  and 15d-15(e)
         for the small business issuer and have:

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

         b)  evaluated  the   effectiveness  of  the  small  business   issuer's
         disclosure  controls and  procedures  and  presented in this report our
         conclusions  about the  effectiveness  of the  disclosure  controls and
         procedures,  as of the end of the period covered by this report on such
         evaluation; and

         c) disclosed in this report any change in the small  business  issuer's
         internal  control over  financial  reporting  that occurred  during the
         small business  issuer's most recent fiscal quarter (the small business
         issuer's  fourth fiscal  quarter in the case of an annual  report) that
         has materially affected,  or is reasonably likely to materially affect,
         the small business issuer's internal control over financial  reporting;
         and

         5. The small  business  issuer's other  certifying  officers and I have
         disclosed, based on our most recent evaluation of internal control over
         financial  reporting,  to the small business  issuer's auditors and the
         audit  committee of small  business  issuer's  board of  directors  (or
         persons performing the equivalent functions):

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the small  business  issuer's
         ability to record, process, summarize and report financial information;
         and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who have a  significant  role in the  small  business
         issuer's internal control over financial reporting.

         6. The registrant's  other certifying  officers and I have indicated in
         this quarterly report whether or not there were significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls  subsequent to the date of my most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date: August 19, 2004

/s/    Graeme Scott
Graeme Scott
President, C.E.O., C.F.O. and Director
(Principal Executive and Financial Officer)








                                       22

<PAGE>


                                   EXHIBIT 32

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In connection with the Quarterly  Report of Rincon  Resources,  Inc. on
Form 10-QSB for the period  ending June 30, 2004,  as filed with the  Securities
and Exchange  Commission  on the date hereof (the  "Report"),  I, Graeme  Scott,
Principal Executive and Financial Officer of the Company,  certify,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge and belief:

         (1)      the Report fully  complies  with the  requirements  of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      the information  contained in the Report fairly  presents,  in
                  all material respects,  the financial  condition and result of
                  operations of the Company.


/s/    Graeme Scott
Graeme Scott
President, C.E.O., C.F.O.  and Director
(Principal Executive and Financial Officer)


August 19, 2004


A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version of this written  statement
has been  provided  to the  Company  and will be  retained  by the  Company  and
furnished to the Securities and Exchange Commission or its staff upon request.



                                       23