[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: September 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,  Washington,
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: September 30, 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>

                                                                                (Unaudited)
                                                                                September 30,        December 31,
                                                                              ------------------  -----------------
                                                                                     2004               2003
                                                                              ------------------  -----------------
ASSETS
Current Assets
<S>                                                                           <C>                 <C>
  Cash and cash equivalents                                                   $            2,699  $              76
                                                                              ------------------  -----------------

     Total Assets                                                             $            2,699  $              76
                                                                              ==================  =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable                                                           $          202,467  $           1,800
   Accrued expenses & short term contract payable                                         84,430              4,825
   Notes payable                                                                          58,000                  -
                                                                              ------------------  -----------------

     Total Current Liabilities                                                           344,897              6,625

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

     Total Liabilities                                                                   359,897             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 September 30, 2004 and
     December 31, 2003                                                                     9,257              9,257
   Stock to be issued                                                                         10
   Additional paid-in capital                                                            141,983            122,993
   Deficit accumulated during exploration state                                         (508,448)          (153,799)
                                                                              ------------------  -----------------

     Total Stockholders' Equity                                                         (357,198)           (21,549)
                                                                              ------------------  -----------------

     Total Liabilities and Stockholders' Equity                               $            2,699  $              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,
                                                (Unaudited)                           (Unaudited)                      2002
                                          For the Three Months                    For the Nine Months               Inception of
                                           Ended September 30,                     Ended September 30,              Exploration
                                  -------------------------------------  --------------------------------------
                                        2004              2003                  2004              2003                 State
                                  -----------------   -----------------  ------------------  ------------------  -----------------
REVENUES
<S>                               <C>                 <C>                <C>                 <C>                 <C>
   Revenues                       $               -   $               -  $                -  $                -  $               -
                                  -----------------   -----------------  ------------------  ------------------  -----------------

EXPENSES
  General and Administrative                 95,663               2,042              99,713               4,856            220,012
  General Exploration                       254,232                   -             254,232                   -            287,732
                                  -----------------   -----------------  ------------------  ------------------  -----------------

     Total Expenses                         349,895               2,042             353,945               4,856            507,744

OTHER INCOME (EXPENSE)
   Interest Expense                            (704)                  -                (704)                                  (704)
                                  -----------------   -----------------  ------------------  ------------------  -----------------

NET INCOME (LOSS)                 $        (350,599)  $          (2,042) $         (354,649) $           (4,856) $        (508,448)
                                  =================   =================  ==================  ==================  =================

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,
                                                                       (Unaudited)                      2002
                                                                    For the Nine Months             Inception of
                                                                   Ended September 30,              Exploration
                                                            ------------------------------------
                                                                  2004               2003              State
                                                            ----------------- ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                         <C>               <C>                <C>
Net Loss                                                    $        (354,649)$           (4,856)$         (508,448)
Adjustments used to reconcile net loss to net
  cash provided by (used in) operating activities
Depreciation                                                                -                744                744
Compensation in the form of stock                                           -                  -            102,000
Mineral rights expensed                                                     -              2,500             16,000
Increase (decrease) in accrued expenses                                79,605            (10,675)            84,430
Increase (decrease) in contract payable                                     -             (2,500)            15,000
Increase (decrease) in accounts payable                               200,667              1,300            202,467
                                                            ----------------- ------------------ ------------------
Net cash used in operating activities                                 (74,377)           (13,487)           (87,807)
                                                            ----------------- ------------------ ------------------

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 loans                                                    58,000                  -             58,000
Common stock to be issued                                              19,000                  -             19,000
Proceeds from stock issuance                                                -             16,750             30,250
                                                            ----------------- ------------------ ------------------
Net Cash Provided by Financing  Activities                             77,000             16,750            107,250
                                                            ----------------- ------------------ ------------------

Net Increase (Decrease) in
   cash and cash equivalents                                            2,623                 19              2,699
Cash and cash equivalents at
   beginning of the period                                                 76                 80                  -
                                                            ----------------- ------------------ ------------------
Cash and cash equivalents at end of the period              $           2,699 $               99 $            2,699
                                                            ================= ================== ==================
</TABLE>




                                        5

<PAGE>




                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                            STATEMENTS OF CASH FLOWS
                                   (continued)
<TABLE>
<CAPTION>


                                                                                                    Accumulated
                                                                                                       Since
                                                                                                    November 21,
                                                                       (Unaudited)                      2002
                                                                    For the Nine Months             Inception of
                                                                   Ended September 30,              Exploration
                                                            ------------------------------------
                                                                  2004               2003              State
                                                            ----------------- ------------------ ------------------
SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION:
<S>                                                         <C>               <C>                <C>
Interest                                                    $               - $                - $                -
Income Taxes                                                $               - $                - $                -

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

</TABLE>






















                             See accompanying notes.

                                        6

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS

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 September 30, 2004 and for the
three and nine 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
nine  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 July 26, 2004,  the Company  executed an agreement  and made the 1st
statutory  payment  of  $55,000  to  acquire a 75%  interest  in the Tudor  Gold
Property.  The Tudor  Gold  Property  is  located  in  eastern  Ontario,  Canada
approximately 100 miles northeast of Toronto. The property lies within Tudor and
Grimsthorpe Townships. 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.  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 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 of 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.



                                        7

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 1 - OPERATIONS AND BASIS OF PRESENTATION (continued)

         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 from inception to September
30, 2004.  The Company has not  realized  economic  production  from its mineral
properties as of Septmeber 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.

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

                                        8

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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  expensing  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.


                                        9

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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.



                                       10

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 nine  months  ended
September 30, 2004 and 2003 are not presented as it would be anti-dilutive.

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:

         On July 26th,  2004, the Company  executed an agreement with Louvicourt
Gold Mines Inc.  and made a first  payment of  $55,000.00  (US) to acquire a 75%
interest and the rights to explore a series of gold occurrences  situated on the
Tudor Gold  Property.  The  President  of  Louvicourt  Gold Mines Inc. is Fenton
Scott,  is a related party and father of Graeme F. Scott,  the President and CEO
of the Company. Additionally,  Graeme F. Scott was a past director of Louvicourt
Gold Mines, Inc. See Footnote #8 for a description of this Project.

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  expensed  in  accordance  with  Generally  Accepted  Accounting
Principles for the industry.



                                       11

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

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.

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.

         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.



                                       12

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE  7 -  SHAREHOLDERS'  EQUITY (continued)

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 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.

                                       13

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

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.

         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.

         On July 26, 2004,  the Company  executed an agreement  and made the 1st
statutory  payment  of  $55,000  to  acquire a 75%  interest  in the Tudor  Gold
Property. The Company agreed to pay to the Owner:

         1. $55,000 upon the full execution of the Agreement.
         2.  $55,000  on or before one year from the date of full  execution  of
         theis  Agreement.  3.  100,000  shares  upon  full  execution  of  this
         Agreement, and 4. 200,000 shares on or before one year from the date of
         full execution of this
                  Agreement.

         Provided  the  Company  makes the  Option  Payments  and  advanced  the
Exploration Funds required for Work Programs costing a total of $1,250,000,  the
Company  shall have  earned an  immediately  vested  further  twenty-five  (25%)
percent interest in the Mineral Claims  (bringing the Companies  interest in the
Mineral Claims at such time up to seventy-five (75%) percent.

                                       14

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 8 - ACQUISITIONS (continued)

Work Programs on the Mineral Claims by advancing Exploration Funds to the Owner,
acting as the Operator, on the following basis:

         1.       by  no  later  than  July  31,   2004,   Rincon  will  advance
                  Exploration Funds of $150,000
         2.       by no later than one year from the signing of this  Agreement,
                  Rincon will advance additional Exploration Funds of $350,000;
         3.       by no later than two years from the signing of this Agreement,
                  Rincon will advance additional  Exploration Funds of $250,000;
                  and
         4.       by no later than 4 years from the  signing of this  Agreement,
                  Rincon advance additional Exploration Funds of $1,250,000.

         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.

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.



                                       15

<PAGE>



                             RINCON RESOURCES, INC.
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

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.


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.

Overview

         Since  our  inception,  the  company's  operations  have  been  devoted
primarily to identifying, purchasing and completing the initial exploration work
on a mineral property. The aim of the company was to grow through exploration of
the Lillooet Lake property ( the "Ritz Claims") and also the  identification and
acquisition of other properties with mineral exploration. We are an exploration

                                       16

<PAGE>



stage  company and there is no  assurance  that a  commercially  viable  mineral
deposit exists on any of our property's.

         Exploration  state expenses from inception  through  September 30, 2004
were $287,732 for general exploration costs related to the mineral rights of the
exploration  properties and $220,012 of general and administrative costs related
mainly to stock compensation for services of $102,000, bank charges,  accounting
charges of $5,100,  legal  charges of  $11,535,  consulting  charges of $39,500,
office/web  site  costs,  and  interest  expense of $704 for a total  expense of
$508,448 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 Lilloet 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

The Company  proposes to do additional  exploration  on the Tudor Gold Property.
This property is underlain by  north-northeast  trending,  steeply dipping mafic
metavolcanic  units,  tuffaceous  rhyolite  and  argillaceous-graphite   bearing
metasedimentary  units.  The property is on an 11 kilometre  long section of the
Moira River Fault Zone which  strikes over 22  kilometres  and contains  several
small past-producing high-grade gold mines. Faulting on the property follows the
metavolcanic - metasedimentary  contact. Faulted mafic metavolcanic and rhyolite
units provide a long series of parallel  structural traps which host significant
and high-grade gold  mineralization.  The two major gold structures include: 1.)
the Main Prospect,  found in rhyolite tuff and, 2.) the Vardy - Homestake  Zone,
situated in deformed and Fe carbonate altered mafic  metavolcanic  rock. In both
structures, gold mineralization is associated with extensive silica flooding. In
the Vardy - Homestake  Zone, gold  mineralization  also occurs with quartz veins
and in quartz stringer stock work systems.  Historically,  most  exploration for
gold mineralization has focused on the Main Prospect.  Systematic  trenching and
diamond  drilling  have tested gold  mineralization  in a 3.5 km long section of
rhyolite.  Mapping and  prospecting  surveys by the  property  owners and recent
discoveries  by others  suggest the  gold-bearing  rhyolite unit has a potential
strike-length extending beyond the 11 km length of property. Similar exploration
surveys were completed on the Vardy - Homestake  Zone by Homestake  Minerals but
most  results of the surveys  were not  reported.  Prospecting  and  geophysical
surveys by the property  owners and recent  discoveries by others also suggest a
potential strike-length exceeding the property boundary.  Further exploration of
the property is warranted.  An initial phase will focus on defining of the major
gold-bearing  structures  using a series of  ground  investigation  surveys  and
geological  mapping.  Simultaneously,  a diamond  drill program will continue to
test the dip and strike extensions of the Main Prospect and provide data for the
calculation of a gold resource compliant to current industry guidelines. Results
of the ground  surveys and drill  program will be used to guide a drill  program
during a second phase of exploration of the property. A second phase of drilling
will test dip extensions  and strike  continuity of gold  mineralization  in the
Vardy - Homestake  Zone and  continue to explore the Main  Prospect at depth.  A
budget and strategy for such a program includes:



                                       17

<PAGE>



GEOLOGICAL MAPPING AND PROSPECTING

         Geological  mapping and prospecting  will focus on areas not covered by
previous surveys and where extensions of known gold  mineralization  potentially
exist. Map A outlines the areas to survey. Areas of priority include:

1.) defining the north-south strike extension of the
         rhyolite hosting the Main Prospect,
2.) defining the extent and attitude of the Fe-
         carbonate / deformation zone hosting the Vardy
         Zone and Homestake South Extension,
3.) establishing the extent of gold mineralization
         between the Vardy Zone and the Homestake
         South Extension, thus linking the two prospects,
4.) define the extent of parallel gold
         mineralization situated proximal to the Vardy- Homestake
         Zone in addition to exploring for new and parallel gold zones,
5.) investigate several conductive features with
         coincident gold-soil anomalies situated parallel
         to the Main Prospect,
6.) establish a geological relationship between the
         Hodgson Prospect situated at the south end
         of the property and the gold-bearing structures hosting the Main
         Prospect and the Vardy-Homestake Zone,
7.) investigate zinc-copper (+Au-Ag) potential
         within metasedimentary units proximal to gold-
         bearing horizons.

     Geological mapping of the property will take approximately 35 days and will
include some grid construction for control over the surveys.

SOIL SURVEY

         Historically,  soil surveys  preformed in this region have proven to be
effective in outlining gold mineralization. Thin overburden and abundant outcrop
combine to make the property very amendable to such surveys.  Priority areas for
sampling  are  situated  within a 200 to 500 metre  wide  gold-bearing  corridor
extending  for the  entire  length of the  property.  Soil  sampling  within the
corridor  will be at 25 metre  intervals on grid lines spaced 100 metres  apart.
Directly  over major gold-  bearing  structures  and on strike from the areas of
mineralization,  the sample density will be increased to 12.5 metre intervals on
grid  lines  spaced 50 metres  apart.  A soil  survey  to  adequately  cover the
corridor hosting the gold mineralization will require approximately 1000 samples
and take 12 days to complete.

OVERBURDEN STRIPPING, CHANNEL SAMPLING, METALLURGICAL TESTING

         Past  exploration  of the Main Prospect  included a phase of mechanical
stripping and channel sampling.  Fourteen trenches follow the  mineralization in
the Main  Prospect  for a  distance  of 1.3 km.  Weather  conditions  during the
program prevented complete channel sampling of all the trenches and as a result,
many  mineralized  sections  were  not  sampled.  To  provide  adequate  surface
representation  of grade and width of  mineralized  zones in the Main  Prospect,
further  sampling of the  trenches is  recommended.  To remain  consistent  with
previous sampling  programs,  samples will be saw-cut using a diamond-blade saw.
The program will focus on:


                                       18

<PAGE>



1.) resample the major mineralized sections within
              the Main Prospect,
2.) decrease sample size to prevent dilution and
              localize areas of "high-grade"
              mineralization,
3.) systematically channel sample the "Christie
              Shoot" which consistently yields stronger
              gold values and has an apparent strike-length of 300 metres,
4.) collect a minimum sample size of the Christie
              Shoot for metallurgical testing.

         There are a series of  unreported  trenches  over the  Homestake  South
Extension which have been completed as part of Homestake Minerals exploration of
the Fe  carbonate-deformation  zone hosting Vardy - Homestake  Zone. Many of the
trenches have sections  saw-cut for systematic  sampling but the samples had not
been removed during Homestake's program.  Grab-samples from some of the trenches
recently  collected by the property  owners  suggest  widespread  anomalous gold
mineralization.  The results  indicate mapping and removing saw-cut sections for
gold analyses is warranted.

         Manual  overburden  stripping and  power-washing is recommended for the
Vardy  Prospect.  Exposures  should be  channel  sampled  and  mapped in detail.
Similar  recommendations  can be  applied to any new gold  occurrences  found by
other surveys occurring in the area.

         The time required to sample the known gold  occurrences on the property
is estimated to be 25 days. Approximately 300 rock samples will be collected.

TARGETS RECOMMENDED OF DIAMOND DRILL TESTING

Phase 1.
         A 1300 metre diamond drill program  comprised of 8 holes ranging 125 to
200 metres in length is  recommended  to further  evaluate the  potential of the
Main  Prospect.  The  program  is  designed  to test  the  strike  and  down-dip
extensions of surface  mineralization  and some of the better gold intersections
obtained in previous  drill  programs on the deposit.  Locations of the proposed
drill holes are outlined on Map C.

Specifically, the program will focus on:

1.) strike and dip extensions of the Christie Shoot
              and parallel mineralized fractures,
2.) the dip extension of mineralization intersected
              in drill hole: DT-95-12 which has a
              weighted  average  of 1.5 g/t Au across  55  metres.  The  section
              includes  an  interval  assaying  2.4 g/t Au over  22  metres  and
              contains  several  shoots each  ranging 1.4 to 1.8 metres in width
              and assaying 5.3 to 7.6 g/t Au.
3.) establish the continuity of gold mineralization
              north of previous drill hole locations.

         Phase 2

         A  second  phase of  exploration  will  consist  primarily  of  diamond
drilling. The program will:

         1.) test dip and strike extension of the gold occurrences  found within
         the Vardy - Homestake Zone,

                                       19

<PAGE>



         2.) test new occurrences discovered by the prospecting and soil surveys
         outlined in Phase 1,
4.) test Main Prospect at depth and outline tonnage
              for a resource estimate.
5.) locate an area within the deposit suitable for
              bulk sampling and test mining.

         A  proposed  budget  for Phase 1 and Phase 2  exploration  programs  is
outlined as follows


PHASE 1.

GRID CONSTRUCTION                                          $5,000
GEOLOGICAL MAPPING & PROSPECTING                           17,500
SOIL SAMPLE SURVEY                                           6,000
TRENCH SAMPLING, MAPPING, METALLURGICAL TESTING            14,800
ROCK SAMPLE ANALYSES                600 SAMPLES            13,200
"B" HORIZON SOIL ANALYSES           1000 SAMPLES           22,000
DIAMOND DRILL PROGRAM               1300 METRES            71,500
                                                           ------
                                                           $150,000
PHASE 2.

DIAMOND DRILL PROGRAM               6300 METRES            $350,000


TOTAL PHASE 1 + PHASE 2                                    $500,000

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.

         If we are  successful in completing the  exploration  and 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  or sell it for a  significant  loss if we are
unable to secure the necessary capital.

         If  mineralization is not found on the property or if we cannot 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 cannot be recovered profitably.

Capital Resources and Liquidity.

         As of September 30, 2004,  the Company had $2,699 in cash. 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.


                                       20

<PAGE>



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

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 5.  OTHER INFORMATION

         The Company  changed its auditing firm to Robison Hill & Co. located in
Salt Lake City,  Utah.  There are no disagreements or disputes with the previous
auditing  firm and the change is simply to switch to a firm more  familiar  with
mining operations.


                                       21

<PAGE>



         The  Company  changed its legal  counsel for the Company in  securities
matters to Kevin S.  Sherlock,  Esq.  located in Tucson,  Arizona.  There are no
disagreements  or disputes  with the  previous  legal  counsel and the change is
simply to switch to a firm more  familiar and located more  conveniently  to the
Company's headquarters.


         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.

                  None.












                                       22

<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:      November 12, 2004


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


         /s/    Bryan E. Rhodes
         Bryan E. Rhodes
         Secretary/Treasurer, C.F.O., and Director
         (Principal Financial Officer)
























                                       23