SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C. 20549
                                    FORM 10-KSB

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the period ended December 31, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the transition period from
         __________________ to ____________________.

         Commission File Number 000-31379

                         Northstar Ventures, Inc.
      (Exact Name of Small Business Issuer as specified in its Charter)


            Nevada                                    91-2016816
(State or other Jurisdiction of                     I.R.S. Employer
Incorporation or Organization                    Identification Number


69930 Highway 111 Ste 108, Rancho Mirage CA                    92270
(Address of principal executive offices)                     (Zip Code)

                            (760) 219-2776
                      (Issuer's telephone number)


               Check whether the Issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  Exchange Act of
1934 during the preceding 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

Indicate the number of shares outstanding of each of the issuer's
classes of Common Equity, as of the latest practicable date.

Common Stock, $.001 par value                                 473,250
Title of Class                            Number of Shares Outstanding
                                                at December 31, 2005
No exhibits included.








                        PART I
Item 1.  Description of Business.

Business Development.

Northstar Ventures, Inc. the "Company") was organized under the laws
Of the State of Nevada on December 3, 1998, under the name of
"Northstar Ventures, Inc.".  The Company was incorporated primarily to
evaluate, negotiate, structure and complete a merger with, or an
acquisition of, prospects consisting of private companies,
partnerships, or sole proprietorships.  Northstar may seek to acquire a
controlling interest in such entities in contemplation of later
completing an acquisition.  The Company is not limited to any operation
or geographic area in seeking out opportunities.  Management has not
identified any particular industry within which the Company will seek
an acquisition or merger.

Northstar will continue to seek the acquisition of assets, property, or
business that may benefit the Company and its stockholders.  Management
anticipates that any such acquisition would require an issuance of
common stock shares as the sole consideration for the acquisition.  The
Company does not intend to restrict its research to any particular
business or industry, and, the areas in which it will seek out
acquisitions, mergers, or reorganizations, will be restriction free.

The Company's articles initially authorized the Company to issue
80,000,000 shares of Common Stock and 20,000,000 of Preferred Stock,
both at a par value of $0.001 per share.

Common Stock.

On December 31, 1998, 473,250 shares of Common Stock were issued to
individuals for services rendered.

AS of December 31, 2005 and 2004, 473,250 shares of Common Stock were
issued and outstanding.

Preferred Stock.

As of December 31, 2005 and 2005, there were no shares issued and
outstanding.

Item 2.  Description of Property.

The Company currently has no assets or property.  The Company's
headquarters are furnished by Mr. Dempsey Mork, President/CEO.

Item 3.  Legal Proceedings.

None.

Item 4.  Submission of matters to a vote of Security holders.

None.

<PAGE>3

                            PART II

Item 5.  Management Discussion and Analysis or Plan of Operation.

No significant business activity was conducted by the Company during
the fiscal year 2005.  As a result, no income was realized by the
Company in 2005 and there was no cash in the bank at the end of the
year.

The primary activity of the Company will involve seeking merger or
acquisition candidates with whom it can either merge or acquire.  The
Company has not selected any company for acquisition or merger and does
not intend to limit potential acquisition candidates to any particular
field or industry, but does retain the right to limit acquisition or
merger candidates, if it so chooses, to a particular field or industry.
The Company's plans are in the conceptual stage only.

We have a limited operating history on which to base an evaluation of
our business and prospects. Our prospects must be considered in light
of the risks, expenses and difficulties frequently encountered by
companies in their early stages of development, particularly companies
in new and rapidly evolving markets.  We will encounter various risks
in implementing and executing our business strategy.  We can provide no
assurance that we will be successful in addressing such risks, and the
failure to do so could have a material adverse effect on our business.

The Company does not intend to make any loans to any prospective merger
or acquisition candidate, or to any unaffiliated third parties.

The officers and directors of the Company are currently involved in
other activities and will devote only a portion of their time to the
specific business affairs of the Company until such time as a merger or
acquisition candidate has been determined.  At such a time, they expect
to spend the necessary time and effort to investigate and finalize any
merger or acquisition.

The Company intends to structure a merger or acquisition in such manner
as to minimize federal and state tax consequences to the Company and
the target company.

Plan of Operations.
During the year 2005, there were no revenues or income received.

During the year 2005, there were no revenues or income received.
Expenses for the year were $10,000 (Management Support Service Accrual)
resulting in a Net Operating (Loss) of ($10,000)for the year 2005.

For the years ended December 31, 2005 and 2004, there were no advances or
loans from officers/directors.

The Company does not expect to purchase any significant equipment for
the foreseeable future.

Northstar does not expect any significant changes in the number of
employees in the next twelve months.

The Company does not currently provide any services and does not expect
to generate revenues for the foreseeable future and does not anticipate
incurring any significant expenses.  Therefore, the Company will
continue to operate on a minimal operating budget, limiting operations
to seeking merger and acquisition candidates.

Controls and Procedures.   The Chief Executive Officer and the Chief
Financial Officer of the Company have made an evaluation of the
disclosure controls and procedures relating to the annual report on
Form 10KSB for the year ended December 31, 2005 as filed with the
Securities and Exchange Commission and have judged such controls and
procedures to be effective as of December 31, 2005,the evaluation date.

There have not been any significant changes in the internal controls of
the Company or other factors that could significantly affect internal
controls relating to the Company since the evaluation date.

Item 7.  Security Ownership of Certain Beneficial Owners and
Management.

The following table sets forth the shareholdings of those persons or
entities who own more than 5% of the 473,250 Company's common stock
outstanding as of the date of these filings, and/or belong to
management hereof, to wit:
<TABLE>
<CAPTION>
                                  Number of Shares      Percentage
Name and address                 Beneficially Owned     of Class *
- -----------------------------  ------------------     ----------

                                      <c>                <c>
Dempsey K. Mork (1)                    75,000              15.85%
69930 Highway 111 #108
Rancho Mirage, CA 92270
                                    ---------              -----
  Sub Total Officers/Directors         75,000              22.35%
(1)Addresses are in c/o the Company

Other Shareholders (with more than
  5% of Common Stock outstanding):

Magellan Capital Corporation          225,000              47.54%
       AND
Magellan Litigation Services           76,500              16.17%
69930 Highway 111 #108
Rancho Mirage, CA 92270
                                      -------             ------
  GRAND TOTAL                         376,500              79.56%*
                                      =======             ======
 *Percentage calculation of 473,250 share outstanding at 12/31/2005.
</TABLE>

Change in Control.

There are no present arrangements or pledges of the Company securities
which may result in a change in control of the Company.

                          PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.

The following table sets forth the names of all current directors and
executive officers of the Company. These are the only persons whose
activities are expected to be material to the Company. They will serve
until the next annual meeting of the stockholders (held in November of
each year) or until their successors are elected or appointed and
qualified, or their prior resignation or termination:
<TABLE>
<CAPTION>
                                             Date of       Date of
                                           Election or   Termination or
Name                   Positions Held      Designation    Resignation
- ------------------  -------------------  -----------   --------------

                       c>                   <c>           <c>
Dempsey K. Mork        President CFO/
                       Director             12/03/1998         -

</TABLE>

Business Experience of Directors/Executive Officers:

Mr. Mork is the majority shareholder, President, Chief Executive
Officer/Director of Northstar Ventures, Inc.  He has been an
officer/director of the Company since its formation in 1998.  For the
past eight years, he has been an officer/director of Magellan Capital
Corporation; Animal Cloning Sciences, Silver Bow Antique Aviation, Apex
Capital, Asian Financial and North Star Ventures.  Mr. Mork has
experience in start-up companies, business reorganizations and cross
border business trans-actions.  He will spend approximately 20 hours
per month on Northstar's business.


Significant Employees.

The Company has no employees who are not executive officers.

Item 10.  Executive Compensation.

None.

In December, 1998, 473,250 shares of "unregistered" and "restricted"
shares of the Company's Common Stock were issued to current officers
directors of the Company and to former associates, for services
rendered at the stated par value per share of $0.001, as follows:
<TABLE>
<CAPTION>
           Number                         As of 12/31/2005
         of Shares Name                  Position/Job Title
         --------- --------------------- --------------------

           <c>              <c>                 <c>
           75,000  Dempsey K. Mork       (Officer/Director)
          -------
           75,000  Sub Total Current Officers/Directors
                   OTHER FORMER ASSOCIATES:
           30,750  Norbert LeBoeuf
           37,500  Randall A. Baker
           28,500  Robert J. Filiatreaux (Outside Consultant)
                   OTHER AFFILIATES;
          225,000  Magellan Capital Corporation
           76,500  Magellan Litigation Services
          -------
          473,250  Grand Total
          =======
</TABLE>

Item 11.  Changes in and disagreements with Auditors on Accounting and
          Financial Disclosure.

None.

Fair Value of Assets.

The Company currently has no assets and is, therefore, at this time not
subject to FAS No. 121 concerning the impairment of Long Lived assets
which requires an assessment and measurement of these assets.


                             NORTHSTAR VENTURES, INC.
                                    PART F/S


                Northstar Ventures, Inc.
                     BALANCE SHEET
<TABLE>
<CAPTION>

                                       UNAUDITED            UNAUDITED
                                     December 31,         December 31,
              ASSETS                     2005                2004

                                        <c>                  <c>

CURRENT ASSETS:
 Cash                                 $     -0-           $     -0-
                                       --------            --------
  Total current assets                $     -0-           $     -0-
                                       --------            --------
FIXED ASSETS:
 Property and Equipment, net
   of depreciation                    $     -0-           $     -0-
                                       --------            --------
TOTAL ASSETS                          $     -0-           $     -0-
                                       ========            ========

LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities:

Convertible Promissory Note (NOTE 4)  $  50,000           $  50,000
                                       --------            --------
  Total current liabilities           $  50,000           $  50,000
                                       --------            --------

TOTAL LIABILITIES                     $  50,000           $  50,000
                                       --------            --------
SHAREHOLDERS' EQUITY (NOTES 2)
 Preferred stock, par value $.001;
  20,000,000 shares authorized; -0-
  shares issued and outstanding
  at 12/31/2005 and 12/31/2004        $     -0-           $     -0-

 Common stock, par value $.001;
  80,000,000 shares authorized;
  issued & outstanding 473,250 at
  12/31/2005and 12/31/2004 (NOTE 4)      4,000               4,000

 Retained earnings
  Accumulated deficit)                 ( 54,000)           ( 54,000)
                                       --------            --------
TOTAL SHAREHOLDERS' EQUITY            $( 50,000)          $( 50,000)
                                       --------            --------
TOTAL LIABILITIES & EQUITY            $     -0-           $     -0-
                                       ========            ========
</TABLE>
 The accompanying notes are an integral part of these financial
statements


<PAGE>10

                          Northstar Ventures, Inc.
                          STATEMENT OF OPERATIONS
      For the Twelve Months/Year Ending December 31, 2005 & 2004
<TABLE>
<CAPTION>
                                              UNAUDITED    UNAUDITED
                                            December 31, December 31,
                                                 2005         2004

                                             <c>         <c>
Revenues/Income                              $     -0-   $     -0-
                                              --------    --------
Operating Expenses                           $     -0-   $  10,000
                                              --------    --------
Income (Loss) From Operations                $     -0-  $( 10,000)
                                              --------    --------
Other Income/(Expense)                             -0-         -0-
                                              --------    --------

Net Income (Loss)                            $     -0-  $( 10,000)
                                              ========    ========
Per share information:

Basic Income/ (Loss) per common share          $(0.00)     $(0.02)
                                                -----       -----
Basic weighted average number
 Common Stock shares outstanding               473,250     473,250
                                              =========   =========
Diluted (loss) per common share                $(0.00)     $(0.02)
                                                ------      ------
Diluted weighted average number
 Common Stock shares outstanding               473,250     473,250
                                              =========   =========
</TABLE>

The accompanying notes are an integral part of these financial
statements


















<PAGE>11

                      Northstar Ventures, Inc.
                      STATEMENT OF CASH FLOWS
      For Twelve Months/Year Ending December 31,2005 and 2004

<TABLE>
<CAPTION>
                                                  UNAUDITED   UNAUDITED
                                                     2005      2004

                                                  <c>       <c>
Cash Flows From Operating Activities:

Net income (loss):                               $    -0-  $(10,000)
                                                  -------   -------

Adjustments to Reconcile Net (loss) to net
  Cash (Used) Provided by Operations;

Increase in Current Liabilities                       -0-    10,000

                                                  -------   -------
Net Cash (Used) Provided by Operation            $    -0-  $(10,000)
                                                  -------   -------
Net Cash Increase (Decrease)                     $    -0-  $    -0-

Cash, Beginning of period                             -0-       -0-
                                                  -------   -------
Cash, End of period                              $    -0-  $    -0-
                                                  =======   =======

</TABLE>

The accompanying notes are an integral part of these financial
statements





                  Northstar Ventures, Inc.
              Statement of Stockholders' Equity
     For the Years Ended December 31 (From 1998 to 2005)

<TABLE>
<CAPTION>

                                            PAID-IN  ACCUM $  TOTAL
              PREF STOCK     COMMON STOCK      $    EARNINGS  NET $
               SHS $AMT    SHARES   $ AMT   CAPITAL (LOSSES)(DEFICIT)
              ---- ----   --------- ------  ------- -------- --------

            <c>  <c>        <c>    <c>     <c>      <c>      <c>
AUDITED
BALANCE AT           $                 $       $        $        $
 01/01/98      -0-  -0-        -0-    -0-     -0-   (  -0-  ) ( -0-  )
 Issue Stock
 Svc Rendered
 Dec. 1998                 473,250   4,000                      4,000
(Loss)Yr 1998                                       ( 14,000) (14,000)
              ---- ----   --------- ------  ------- --------  -------
BALANCE AT
 12/31/98      -0-  -0-    473,250   4,000    -0-   ( 14,000) (10,000)
(Loss)Yr 1999                                       ( 10,000) (10,000)
              ---- ----   --------- ------  ------- --------  -------
BALANCE AT
 12/31/99      -0-  -0-    473,250   4,000    -0-   ( 24,000) (20,000)
(Loss)Yr 2000                                       ( 10,000) (10,000)
              ---- ----   --------  ------  ------- --------  -------
BALANCE AT
 12/31/2000    -0-  -0-    473,250   4,000    -0-   ( 34,000) (30,000)
(Loss)Yr 2004                                       ( 10,000) (10,000)
              ---- ----   --------  ------  ------- --------  -------
BALANCE AT
 12/31/2004    -0-  -0-    473,250   4,000    -0-   ( 44,000) (40,000)
(Loss)Yr 2005                                       ( 10,000) (10,000)
              ---- ----   --------  ------  ------- --------  -------
BALANCE AT
 12/31/2005    -0-  -0-    473,250   4,000    -0-   ( 54,000) (50,000)
(Loss)Yr 2003                                             -0-     -0-
              ---- ----   --------  ------  ------- --------  -------

BALANCE AT
 12/31//05      -0-  -0-    473,250   4,000    -0-   ( 54,000) (50,000)
=====================================================================

</TABLE>
The accompanying notes are an integral part of these financial
statements


                   Northstar Ventures, Inc.
                Notes to Financial Statements
        For The Twelve Months Ended December 31, 2005
GENERAL:

The condensed consolidated financial statements of Northstar Ventures,
Inc. included herein, have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission.  Although
certain information normally included in financial statements prepared
in accordance with generally accepted accounting principles has been
condensed or omitted, Northstar Ventures believes that the disclosures
are adequate to make the information presented not misleading.  The
condensed financial statements for the twelve month period ended
December 31, 2005 should be read in conjunction with the financial
statements and notes thereto included in this report, the Quarterly
Reports for year 2005 (March 31, June 30, September 30) and the prior
year Northstar Ventures' Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2004.

The condensed consolidated financial statements included herein reflect
all normal recurring adjustments that, in the opinion of management,
are necessary for fair presentation.

The Company has not commenced operations and has no working capital.

NOTE 1-ORGANIZATION AND BUSINESS PLAN:

The Company was organized under the laws of the State of Nevada on
December 3, 1998 under the name of Northstar Ventures, Inc. The Company
was incorporated primarily to evaluate, negotiate, structure and
complete a merger, or acquisition of, prospects consisting of private
companies, partnerships, or sole proprietorships.  The Company may seek
to acquire a controlling interest in such entities in contemplation of
later competing an acquisition.  The Company is not limited to any
operation or geographic area in seeking out opportunities.  Management
has not identified any particular industry within which the Company
will seek an acquisition or merger.

The Company intends to continue to seek the acquisition of assets,
property or business that may benefit the Company and its stockholders.
Management anticipates that any such acquisition would require it to
issue shares of its common stock as the sole consideration for the
acquisition.  The Company does not intend to restrict its search to any
particular business or  industry, and the area in which it will seek
out acquisitions, reorganizations or mergers will be restriction free.

The Company's articles initially authorized 20,000,000 shares of
Preferred Stock and 80,000,000 shares of Common Stock, both at a par
value of $0.001 per share.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company
The Company is considered a 'Development Stage Company' as defined in SFAS 7,
"Accounting and Reporting by Development Stage Enterprises."  Therefore,
cumulative amounts are reported on the statements of operations,
stockholders' deficit, and cash flows.

Cash and Equivalents
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. No cash was paid for
interest or income taxes during the years ended December 31, 2005 or 2004.

Loss Per Common Share
Loss per common share is computed by dividing the net loss for the period by
the weighted average number of shares outstanding for the years ended
December 31, 2005 and 2004. The Company's convertible debt (Note 4) is a
potentially dilutive security, but does not impact the computation of fully
diluted EPS because its effect would be antidilutive. Accordingly, basic
earnings per share and fully diluted earnings per share are the same.

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

Income Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
reverse. The effect on deferred tax assets and liabilities from a change in tax
rates is recognized in the statement of operations in the period that includes
the enactment date. The Company has not yet commenced an active trade or
business, therefore, the Company did not provide any current or deferred federal
or state income tax expense or benefit for any of the periods presented because
to date, it has experienced operating losses. The Company has a federal net
operating loss carryforward of $51,500, which starts expiring in the year 2018.
The tax benefit of this net operating loss, based on an effective tax rate of
35%, is approximately $18,025 and has been offset by a full valuation allowance,
which increased by $3,814 and $3,500 during the years ended December 31, 2005
and 2004, respectively.

Reclassifications
Certain items in the 2004 financial statements have been reclassified to
conform to the 2005 presentation.

Recently Issued Accounting Pronouncements
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs-an amendment of
ARB No. 43, Chapter 4."  This statement requires that abnormal amounts of idle
facility expense, freight, handling costs, and wasted material (spoilage) be
recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal."  SFAS No. 150 was effective for financial statements
entered into or modified after May 31, 2003 and otherwise was effective and
adopted by the Company in 2003.

In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions-an amendment of FASB Statement No. 66 and 67." This
statement amends FASB Statement No. 66 and 67 to state that the guidance for (a)
incidental operations and (b) costs incurred to sell real estate projects does
not apply to real estate time-sharing transactions. This statement is effective
for financial statements for fiscal years beginning after June 15, 2005.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets-an amendment of APB Opinion No. 29."  This statement amends
Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance.  This statement is
effective as of the beginning of the first interim or
annual reporting period that begins after December 15, 2005.

In December 2004, the FASB issued a revision of SFAS No. 123,
"Share-Based Payment."  This statement establishes standards for
the accounting for transactions in which an entity exchanges its equity
instruments for goods or services.  This statement is effective as of
the beginning of the first interim or annual reporting period that begins
after December 15, 2005.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes
and Error Corrections, a replacement of APB Opinion No. 20 and FASB
Statement No. 3."  This statement changes the requirements for the
accounting for and reporting of a change in accounting principle.
This statement requires retrospective application to prior periods'
financial statements of changes in accounting principle, when practicable.

In February 2006, the FASB issued SFAS No. 155 "Accounting for Certain
Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and
140."  This statement improves financial reporting by eliminating the
exemption from applying statement 133 to interests in securitized
financial assets so that similar instruments are accounted for similarly
regardless of the form of the instruments.  This statement is effective
for all financial instruments acquired or issued after the beginning
of an entity's first fiscal year that begins after September 15, 2006.

In March 2006, the FASB issued SFAS No. 156 " Accounting for Servicing
of Financial Assets-an amendment of FASB Statement No. 140."  This
statement requires that all separately recognized servicing assets
and servicing liabilities be initially measured at fair value, if
practicable.  SFAS No. 156 states that an entity should adopt this
statement as of the beginning of its first fiscal year that begins
after September 15, 2006.

None of the above new pronouncements has current application to
the Company, but may be applicable to the Company's future
financial reporting.

NOTE 3 - STOCKHOLDERS' DEFICIT
Common Stock
On August 20, 1998, the Company issued 473,250 shares of Common Stock
at $.001 par value to individuals (including officers/directors)
for consulting services provided to the Company for a total value
of $473.

Total shares of Common Stock issued and outstanding were 473,250 at
December 31, 2005 and 2004.

Preferred Stock
No Preferred shares have been issued and none are outstanding
from inception (December 15, 1998) through year ending December 31, 2005.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company has accrued $10,000 per year for management services rendered
by the Company's majority shareholder/president pursuant to a five-year
convertible promissory note covering years 1998 through 2002 for a total
balance of $50,000 and $50,000 at December 31, 2005 and 2004, respectively.
This note is non-interest bearing and convertible at a rate of $0.05 per
share for 1,000,000 common shares at the option of the holder. If not
sooner converted into common stock, the principal amount is due December
31, 2008.  Interest has not been imputed, due to its minimal impact on
the financial statements.

The Company's officers and directors have resolved to provide for various
minimal expenses incurred by the Company without repayment until such time that
a merger candidate is found.  These expenses consist of, but are not limited to,
office space, accounting, filing requirements, and management services.


NOTE 5-GOING CONCERN AND INCIDENTAL COSTS:

Incidental costs to maintain legal registrations of the Company in the
State of Nevada and with the Security and Exchange Commissions have
been paid or assumed by the current shareholders of Northstar Ventures.
This will continue for the foreseeable future.

The Company intends to actively pursue a business relationship with a
qualified merger or acquisition candidate.  Costs incurred on these
efforts will continue to be borne/paid by the Officers/Directors of the
Company in the form of loans/advances or the issuance of stock.

(b) List of Exhibits
3.i  Articles of Incorporation
     incorporated by reference
3.ii By-Laws of Northstar Ventures, Inc.
     incorporated by reference
4.i  Form of Specimen of common stock
     incorporated by reference
5.    Exhibit 99 - Certifications pursuant to 18 U.S.C. Section
1350

(B)    REPORTS ON FORM 8-K
          None

ITEM 14.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The management of Northstar Ventures, under the supervision and with the
participation of the Chief Executive Officer and the Chief Financial
Officer, conducted an evaluation of the Company's "disclosure controls
and procedures" (as defined in Securities and Exchange Act of 1934 (the
"Exchange Act") Rules 13a-14c) within 90 days of the filing date of
this Annual Report on Form 10-KSB (the "Evaluation Date").  Based on
their evaluation, the Chief Executive Officer and the Chief Financial
Officer have concluded that as of the Evaluation Date, the Company's
disclosure controls and procedures are effective to ensure that all
material information required to be filed in this annual report on Form
10-KSB and been made known to them in a timely basis fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in the
Company's internal controls or in other factors that could
significantly affect these controls subsequent to the Evaluation Date
as set forth above.

                          CERTIFICATION

I, Dempsey K. Mork, certify that:

   1.   I have reviewed this annual report on Form 10-KSB of Northstar
Ventures, Inc.

2.   Based on my knowledge, the annual 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 statement were made, not misleading with respect to
the period covered by this annual report;

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

4.   The registrant's certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 12a-14 and 15d-14) for the registrant
and we have:

   (a)   designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made  known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;

   (b)   evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and,

   (c)   presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

(a)   all  significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material
weaknesses in internal controls; and,

(b)   any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and,



6.   The registrant's other certifying officers and I have
indicated in this annual 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 our most recent evaluation, including any corrective actions with
respect to significant deficiencies and material weaknesses.

   Date:  November 13, 2007

   /s/ Dempsey K. Mork
   ------------------------
   Dempsey K. Mork, President, Chief Financial Officer





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

Pursuant to 18 U.S.C. 1350 (as adopted pursuant to 906 of the Sarbanes-
Oxley Act of 2002), I, the Chief Executive Officer of Northstar Ventures, Inc.
(the 'Company"), hereby certify, that to the best of my
knowledge, the annual report on Form 10-KSB of the Company for the year
ended December 31, 2005 (the "Report") fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934 and that information contained in the Report fairly presents,
in all material respects, the financial condition and results of
operations of the Company.

Date: November 13, 2007

/s/Dempsey K. Mork
Dempsey K. Mork
President and Chief Financial Officer