UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the fiscal year ended April 30, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

           For the transition period from ____________ to ____________

                        Commission file number 333-152754

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

            Nevada                                               71-1029846
 (State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

29115 North 144th Street, Scottsdale, AZ                           85262
(Address of principal executive offices)                         (Zip Code)

        Registrant's telephone number, including area code: 480-229-3668

           Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                    Name of Each Exchange On Which Registered
-------------------                    -----------------------------------------
       N/A                                               N/A

           Securities registered pursuant to Section 12(g) of the Act:

                                       N/A
                                (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant: (1) has 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 last 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-K (ss.229.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

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

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

The aggregate market value of Common Stock held by non-affiliates of the
Registrant on July 31, 2009 was $0 based on a $0 closing price for the Common
Stock on July 31, 2009. For purposes of this computation, all executive officers
and directors have been deemed to be affiliates. Such determination should not
be deemed to be an admission that such executive officers and directors are, in
fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date. 5,440,000 as of August 10, 2009

                       DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
                                TABLE OF CONTENTS

Item 1.  Business............................................................  3

Item 1A. Risk Factors........................................................  6

Item 1B. Unresolved Staff Comments...........................................  9

Item 2.  Properties..........................................................  9

Item 3.  Legal Proceedings................................................... 10

Item 4.  Submission of Matters to a Vote of Security Holders................. 10

Item 5.  Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities................... 10

Item 6.  Selected Financial Data............................................. 11

Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................... 11

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.......... 16

Item 8.  Financial Statements and Supplementary Data......................... 17

Item 9.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure............................................ 30

Item 9A. Controls and Procedures............................................. 30

Item 9B. Other Information................................................... 31

Item 10. Directors, Executive Officers and Corporate Governance.............. 31

Item 11. Executive Compensation.............................................. 33

Item 12. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters..................................... 34

Item 13. Certain Relationships and Related Transactions, and Director
         Independence........................................................ 35

Item 14. Principal Accounting Fees and Services.............................. 35

Item 15. Exhibits, Financial Statement Schedules............................. 36

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS

This annual report contains forward-looking statements. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors", that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.

Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States dollars and all references to "common shares" refer
to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms "we",
"us", "our" and "Quartz" mean Quartz Ventures Inc.

GENERAL OVERVIEW

We were incorporated in the State of Nevada, USA, on July 22, 2005. We are an
exploration stage company engaged in the acquisition, and exploration of mineral
properties with a view to exploiting any mineral deposits we discover that
demonstrate economic feasibility.

On the date of our incorporation, July 22, 2005, Mr. Glenn Ennis was our sole
officer and director. On July 15, 2008, Mr. Ennis resigned as the President,
Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, but
continued to remain a member of the board of directors. As a result of Mr.
Ennis' resignation, we appointed Mr. Richard Goodhart as our President, Chief
Executive Officer, Chief Financial Officer, Treasurer, Secretary and a member of
our board of directors.

On January 15, 2007, we entered into a purchase and sale agreement with David
Heyman to acquire a100% interest in two mineral claims located in the Alberni
Mining Division, British Columbia, Canada for total consideration of $8,000.00
(collectively, the "Claim"). As of the date of this Annual Report, the claims
are in good standing and held in trust for us by the vendor of the property,
David Heyman. Upon our request, Mr. Heyman will have the claims recorded in our
name with the appropriate mining recorder. We had paid $5,000 to a geologist for
analysis of the property underlying our claims.

On September 25, 2008, we appointed Mr. Fred DaSilva to our board of directors.

Effective January 20, 2009, Mr. Richard Goodhard resigned as our President,
Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and a
director of our company. Also on January 20, 2009, Mr. Glenn Ennis resigned as a
director of our company. As a result of the resignations of Mr. Goodhard and Mr.
Ennis, we appointed Mr. Fred DaSilva as our President, Chief Executive Officer,
Chief Financial Officer, Treasurer and Secretary. We also appointed Mr. Rick
Shykora as a director of our company.

                                       3
<PAGE>
On June 4, 2009, certain shareholders of our company, pursuant to a written
consent resolution of the shareholders, removed Mr. Rick Shykora as a director
of our company and Mr. DeSilva as our President, Chief Executive Officer, Chief
Financial Officer, Treasurer, Secretary and a director of our company. As a
result of the removal of Mr. DeSilva and Mr. Shykora on June 4, 2009, we
appointed Mr. Georgios Polyhronopoulos as our President, Chief Executive
Officer, Chief Financial Officer, Treasurer, Secretary and a director of our
company. As of the date of this annual report on 10-K, Mr. Polyhronopoulos is
our sole director and officer.

Effective June 4, 2009, there was a change in control of our company. In
accordance with a verbal arrangement between our company Mr. Glenn Ennis, a
former director and officer of our company, Mr. Ennis returned an aggregate of
3,000,000 restricted shares of our common stock for cancellation. Also effective
June 4, 2009, Mr. Polyhronopoulos, our sole director and officer, acquired an
aggregate of 3,000,000 restricted shares of our common stock in consideration of
$25,000.00. The shares were issued to one (1) U.S. person, as that term is
defined in Regulation S of the Securities Act of 1933, relying on Section 4(2)
of the Securities Act and/or Rule 506 of Regulation D, promulgated under the
United States Securities Act of 1933, as amended.

OUR CURRENT BUSINESS

We are an exploration stage mining company engaged in the exploration of
minerals on a property located in British Columbia, Canada.

Our current operational focus is to conduct exploration activities on our
property in British Columbia, Canada and to complete the terms of the
acquisition agreement with General Metals Corporation for the acquisition of the
Nyinahin Mining Concession.

ALBERNI MINING CLAIM

GEOLOGICAL REPORT

We had obtained a geological report on the property underlying our Claim. The
geology report dated February 19, 2007 recommended renewed work in the project
area with the objective being to delineate viable targets for diamond drilling.
The first priority should be a comprehensive review of reports and maps
pertaining to all past exploration work, including surface surveys, drilling,
trenching and underground exploration followed by a field examination of the
subject area. The review will include preparation of compilations of all
available maps and sections pertaining to the property adjusted to common scales
to permit accurate comparisons of data from different projects. The geophysical
data, in particular the chargeability surveys previously carried out, should be
professionally re-evaluated and an effort should be made to re-locate the survey
grids. Their positions along with those of all known mineral occurrences,
trenches, drill holes, adits and geographical features should be established
with the aid of GPS instruments. Completion of this phase is expected to
identify gaps in data and areas where additional effort is needed and to permit
design of an appropriate program of additional work.

The nature and extent of any follow-up work will be contingent on the results of
the review but it is recommended that provision be made for a preliminary
program of geological mapping, fill-in soil sampling and possibly trenching
particularly in the areas of the chargeability anomalies. Consideration should
be given to the application of mobile metal ion geochemistry as an approach to
overcoming apparent difficulties with heavy overburden in parts of the property.

An estimate of the cost of the proposed initial review and field examination is
$13,000. Provision of an additional budget of $71,000 is recommended for the
contingent exploration work that would be required to complete the follow-up
surveys.

PROPERTY DESCRIPTION

The property consists of two contiguous claims listed in the table below:

                                       4
<PAGE>
     CLAIM NUMBER AND NAME           AREA (IN HECTARES)          EXPIRY DATE
     ---------------------           ------------------          -----------

     548275 - Horse's Wither              442.845             December 30, 2008
     549813-Fetlock                        42.176             January 18, 2009
     TOTAL AREA:                          485.021                     --

EXPLORATION PROGRAM

We will engage a geologist to provide a further analysis of the property and
potential for minerals. Our initial program should subsequently be to prospect
the property locating all signs of unreported previous work and record the
results by global positioning system (GPS) coordinates. After all previous work
areas have been accurately located, a geologist can rapidly produce a detailed
geological map of the property delineating the favourable areas. Samples should
be carefully collected from all exposure of the formation and analyses
performed.

The requirement to raise further funding for exploration beyond that obtained
for the next six month period continues to depend on the outcome of geological
and engineering testing occurring over this interval. If results provide the
basis to continue development and geological studies indicate high probabilities
of sufficient production quantities, we will attempt to raise capital to further
our mining program, build production infrastructure, and raise additional
capital for further land acquisitions. This includes the following activity:

     *    Review all available information and studies.
     *    Digitize all available factual information.
     *    Complete an NI 43-101 Compliant Report with a qualified geologist
          familiar with mineralization.
     *    Determine feasibility and amenability of extracting the minerals via
          an ISL operation.
     *    Create investor communications materials, corporate identity.
     *    Raise funding for mineral development.
     *    Target further leases for exploration potential and obtain further
          funding to acquire new development targets.

COMPETITION

We are a mineral resource exploration company. We compete with other mineral
resource exploration companies for financing and for the acquisition of new
mineral properties. Many of the mineral resource exploration companies with whom
we compete have greater financial and technical resources than those available
to us. Accordingly, these competitors may be able to spend greater amounts on
acquisitions of mineral properties of merit, on exploration of their mineral
properties and on development of their mineral properties. In addition, they may
be able to afford more geological expertise in the targeting and exploration of
mineral properties. This competition could result in competitors having mineral
properties of greater quality and interest to prospective investors who may
finance additional exploration. This competition could adversely impact on our
ability to finance further exploration and to achieve the financing necessary
for us to develop our mineral properties.

COMPLIANCE WITH GOVERNMENT REGULATION

We are committed to complying with and are, to our knowledge, in compliance
with, all governmental and environmental regulations applicable to our company
and our properties. Permits from a variety of regulatory authorities are
required for many aspects of mine operation and reclamation. We cannot predict
the extent to which these requirements will affect our company or our properties
if we identify the existence of minerals in commercially exploitable quantities.

                                       5
<PAGE>
In addition, future legislation and regulation could cause additional expense,
capital expenditure, restrictions and delays in the exploration of our
properties.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have incurred $Nil in research and development expenditures over the last
fiscal year.

EMPLOYEES

Currently, we do not have any employees. Our directors and certain contracted
individuals play an important role in the running of our company. We do not
expect any material changes in the number of employees over the next 12 month
period. We do and will continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate
affairs or to perform specific tasks in connection with our exploration
programs.

SUBSIDIARIES

We do not have any subsidiaries.

INTELLECTUAL PROPERTY

We do not own, either legally or beneficially, any patent or trademark.

ITEM 1A. RISK FACTORS

Our business operations are subject to a number of risks and uncertainties,
including, but not limited to those set forth below:

RISKS ASSOCIATED WITH MINING

OUR PROPERTY IS IN THE EXPLORATION STAGE. THERE IS NO ASSURANCE THAT WE CAN
ESTABLISH THE EXISTENCE OF ANY MINERAL RESOURCE ON OUR PROPERTY IN COMMERCIALLY
EXPLOITABLE QUANTITIES. UNTIL WE CAN DO SO, WE CANNOT EARN ANY REVENUES FROM
OPERATIONS AND IF WE DO NOT DO SO WE WILL LOSE ALL OF THE FUNDS THAT WE EXPEND
ON EXPLORATION. IF WE DO NOT DISCOVER ANY MINERAL RESOURCE IN A COMMERCIALLY
EXPLOITABLE QUANTITY, OUR BUSINESS COULD FAIL.

Despite exploration work on our mineral property, we have not established that
it contains any mineral reserve, nor can there be any assurance that we will be
able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission in its
Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part
of a mineral deposit which could be economically and legally extracted or
produced at the time of the reserve determination. The probability of an
individual prospect ever having a "reserve" that meets the requirements of the
Securities and Exchange Commission's Industry Guide 7 is extremely remote; in
all probability our mineral resource property does not contain any 'reserve' and
any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on our property, there can
be no assurance that we will be able to develop our property into a producing
mine and extract those resources. Both mineral exploration and development
involve a high degree of risk and few properties which are explored are
ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a
number of factors including, by way of example, the size, grade and other
attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,

                                       6
<PAGE>
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.

MINERAL OPERATIONS ARE SUBJECT TO APPLICABLE LAW AND GOVERNMENT REGULATION. EVEN
IF WE DISCOVER A MINERAL RESOURCE IN A COMMERCIALLY EXPLOITABLE QUANTITY, THESE
LAWS AND REGULATIONS COULD RESTRICT OR PROHIBIT THE EXPLOITATION OF THAT MINERAL
RESOURCE. IF WE CANNOT EXPLOIT ANY MINERAL RESOURCE THAT WE MIGHT DISCOVER ON
OUR PROPERTIES, OUR BUSINESS MAY FAIL.

Both mineral exploration and extraction require permits from various foreign,
federal, state, provincial and local governmental authorities and are governed
by laws and regulations, including those with respect to prospecting, mine
development, mineral production, transport, export, taxation, labour standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. There can be no assurance that we
will be able to obtain or maintain any of the permits required for the continued
exploration of our mineral property or for the construction and operation of a
mine on our property at economically viable costs. If we cannot accomplish these
objectives, our business could fail.

We believe that we are in compliance with all material laws and regulations that
currently apply to our activities but there can be no assurance that we can
continue to remain in compliance. Current laws and regulations could be amended
and we might not be able to comply with them, as amended. Further, there can be
no assurance that we will be able to obtain or maintain all permits necessary
for our future operations, or that we will be able to obtain them on reasonable
terms. To the extent such approvals are required and are not obtained, we may be
delayed or prohibited from proceeding with planned exploration or development of
our mineral property.

IF WE ESTABLISH THE EXISTENCE OF A MINERAL RESOURCE ON OUR PROPERTY IN A
COMMERCIALLY EXPLOITABLE QUANTITY, WE WILL REQUIRE ADDITIONAL CAPITAL IN ORDER
TO DEVELOP THE PROPERTY INTO A PRODUCING MINE. IF WE CANNOT RAISE THIS
ADDITIONAL CAPITAL, WE WILL NOT BE ABLE TO EXPLOIT THE RESOURCE, AND OUR
BUSINESS COULD FAIL.

If we do discover mineral resources in commercially exploitable quantities on
our property, we will be required to expend substantial sums of money to
establish the extent of the resource, develop processes to extract it and
develop extraction and processing facilities and infrastructure. Although we may
derive substantial benefits from the discovery of a major deposit, there can be
no assurance that such a resource will be large enough to justify commercial
operations, nor can there be any assurance that we will be able to raise the
funds required for development on a timely basis. If we cannot raise the
necessary capital or complete the necessary facilities and infrastructure, our
business may fail.

MINERAL EXPLORATION AND DEVELOPMENT IS SUBJECT TO EXTRAORDINARY OPERATING RISKS.
WE DO NOT CURRENTLY INSURE AGAINST THESE RISKS. IN THE EVENT OF A CAVE-IN OR
SIMILAR OCCURRENCE, OUR LIABILITY MAY EXCEED OUR RESOURCES, WHICH WOULD HAVE AN
ADVERSE IMPACT ON OUR COMPANY.

Mineral exploration, development and production involves many risks which even a
combination of experience, knowledge and careful evaluation may not be able to
overcome. Our operations will be subject to all the hazards and risks inherent
in the exploration for mineral resources and, if we discover a mineral resource
in commercially exploitable quantity, our operations could be subject to all of
the hazards and risks inherent in the development and production of resources,
including liability for pollution, cave-ins or similar hazards against which we
cannot insure or against which we may elect not to insure. Any such event could
result in work stoppages and damage to property, including damage to the
environment. We do not currently maintain any insurance coverage against these
operating hazards. The payment of any liabilities that arise from any such
occurrence would have a material adverse impact on our company.

MINERAL PRICES ARE SUBJECT TO DRAMATIC AND UNPREDICTABLE FLUCTUATIONS.

We expect to derive revenues, if any, either from the sale of our mineral
resource property or from the extraction and sale of metals such as lithium. The
price of those commodities has fluctuated widely in recent years, and is
affected by numerous factors beyond our control, including international,
economic and political trends, expectations of inflation, currency exchange
fluctuations, interest rates, global or regional consumptive patterns,

                                       7
<PAGE>
speculative activities and increased production due to new extraction
developments and improved extraction and production methods. The effect of these
factors on the price of metals, and therefore the economic viability of any of
our exploration properties and projects, cannot accurately be predicted.

THE MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL
CONTINUE TO BE SUCCESSFUL IN ACQUIRING MINERAL CLAIMS. IF WE CANNOT CONTINUE TO
ACQUIRE PROPERTIES TO EXPLORE FOR MINERAL RESOURCES, WE MAY BE REQUIRED TO
REDUCE OR CEASE OPERATIONS.

The mineral exploration, development, and production industry is largely
un-integrated. We compete with other exploration companies looking for mineral
resource properties. While we compete with other exploration companies in the
effort to locate and acquire mineral resource properties, we will not compete
with them for the removal or sales of mineral products from our property if we
should eventually discover the presence of them in quantities sufficient to make
production economically feasible. Readily available markets exist worldwide for
the sale of mineral products. Therefore, we will likely be able to sell any
mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many
companies possessing greater financial resources and technical facilities. This
competition could adversely affect our ability to acquire suitable prospects for
exploration in the future. Accordingly, there can be no assurance that we will
acquire any interest in additional mineral resource properties that might yield
reserves or result in commercial mining operations.

RISKS RELATED TO OUR COMPANY

WE HAVE A LIMITED OPERATING HISTORY ON WHICH TO BASE AN EVALUATION OF OUR
BUSINESS AND PROSPECTS.

We have been in the business of exploring mineral resource properties since 2007
and we have not yet located any mineral reserve. As a result, we have never had
any revenues from our operations. In addition, our operating history has been
restricted to the acquisition and exploration of our mineral properties and this
does not provide a meaningful basis for an evaluation of our prospects if we
ever determine that we have a mineral reserve and commence the construction and
operation of a mine. We have no way to evaluate the likelihood of whether our
mineral property contains any mineral reserve or, if it does that we will be
able to build or operate a mine successfully. We anticipate that we will
continue to incur operating costs without realizing any revenues during the
period when we are exploring our properties. We therefore expect to continue to
incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from mining operations and any
disposition of our property, we will not be able to earn profits or continue
operations. At this early stage of our operation, we also expect to face the
risks, uncertainties, expenses and difficulties frequently encountered by
companies at the start up stage of their business development. We cannot be sure
that we will be successful in addressing these risks and uncertainties and our
failure to do so could have a materially adverse effect on our financial
condition. There is no history upon which to base any assumption as to the
likelihood that we will prove successful and we can provide investors with no
assurance that we will generate any operating revenues or ever achieve
profitable operations.

THE FACT THAT WE HAVE NOT EARNED ANY OPERATING REVENUES SINCE OUR INCORPORATION
RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE TO EXPLORE OUR MINERAL
PROPERTIES AS A GOING CONCERN.

We have not generated any revenue from operations since our incorporation and we
anticipate that we will continue to incur operating expenses without revenues
unless and until we are able to identify a mineral resource in a commercially
exploitable quantity on our mineral property and build and operate a mine. We
had cash in the amount of $Nil as of April 30, 2009. At April 30, 2009, we had a
working capital deficit of $26,195. We incurred a net loss of $44,382 for our
year ended April 30, 2009 and $59,195 since inception. We will have to raise
additional funds to meet our currently budgeted operating requirements for the
next 12 months. As we cannot assure a lender that we will be able to
successfully explore and develop our mineral property, we will probably find it
difficult to raise debt financing from traditional lending sources. We have
traditionally raised our operating capital from sales of equity and debt
securities, but there can be no assurance that we will continue to be able to do
so. If we cannot raise the money that we need to continue exploration of our
mineral property, we may be forced to delay, scale back, or eliminate our
exploration activities. If any of these were to occur, there is a substantial
risk that our business would fail.

                                       8
<PAGE>
These circumstances lead our independent registered public accounting firm, in
their report dated August 07, 2009, to comment about our company's ability to
continue as a going concern. Management has plans to seek additional capital
through a private placement of our capital stock. These conditions raise
substantial doubt about our company's ability to continue as a going concern.
Although there are no assurances that management's plans will be realized,
management believes that our company will be able to continue operations in the
future.

RISKS ASSOCIATED WITH OUR COMMON STOCK

WITHOUT A PUBLIC MARKET THERE IS NO LIQUIDITY FOR OUR SHARES AND OUR
SHAREHOLDERS MAY NEVER BE ABLE TO SELL THEIR SHARES WHICH WOULD RESULT IN A
TOTAL LOSS OF THEIR INVESTMENT.

Our common shares are not list on any exchange or quotation system and we do not
have a market maker who will assist us in having our shares quoted on the OTCBB.
At the present, time none of our selling security holders are able to sell their
shares other than through private transactions. Selling shares privately might
result in our selling security holders not receiving the price per share that
they might have obtained if the shares were quoted on the OTCBB. Management
intends to seek out a market maker. This will occur as follows:

     *    We will have to identify a market maker who will file a Form 211 for
          us which will start the process with the FINRA and hopefully
          eventually obtaining a quotation on the OTCBB; and
     *    We will have to be current in our financial statements to be quoted on
          the OTCBB and hence we will be responsible for filing Forms 10-K and
          10-Q on a periodic basis as required.

We do not know how long this process will take, but we estimate a period of
between six to twelve months. There is the distinct possibility that our company
will never be quoted on the OTCBB.

WE MIGHT IN THE FUTURE HAVE TO SELL SHARES BY WAY OF PRIVATE PLACEMENTS OR
THROUGH A PUBLIC OFFERING WHICH WILL HAVE THE EFFECT OF DILUTING OUR
SHAREHOLDERS' CURRENT PERCENTAGE OWNERSHIP IN OUR COMPANY.

If, in the future, we decide to sell shares to raise additional capital for
operations, our shareholders current percentage ownership in our company will be
diluted unless they participate in the purchase of shares equivalent to their
present ownership in our company. If they do not participate in either a future
private placement or public offering their percentage interest in our company
will be diluted.

OTHER RISKS

TRENDS, RISKS AND UNCERTAINTIES

We have sought to identify what we believe to be the most significant risks to
our business, but we cannot predict whether, or to what extent, any of such
risks may be realized nor can we guarantee that we have identified all possible
risks that might arise. Investors should carefully consider all of such risk
factors before making an investment decision with respect to our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

EXECUTIVE OFFICES

Our executive office is located at 29115 North 144th Street, Scottsdale, AZ
85262. We rent approximately 250 square feet at a cost of $0 per month.

                                       9
<PAGE>
MINERAL PROPERTY

As of the date of this annual report on Form 10-K, we hold a mineral property
located in the Alberni Mining Division in British Columbia, Canada. For a
detailed description of this property, please see the section entitled
"Business" above.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against us, nor
are we involved as a plaintiff in any material proceeding or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,
or any registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our company.

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

There were no matters submitted to a vote of our security holders either through
solicitation of proxies or otherwise in the fourth quarter of the fiscal year
ended April 30, 2009.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is not presently listed for trading on any securities exchange
or market. We intend to apply to list our shares of common stock for trading on
the OTC Bulletin Board at the time the registration statement of which this
prospectus forms a part becomes effective.

        National Association of Securities Dealers OTC Bulletin Board(1)

       Quarter Ended                    High                     Low
       -------------                    ----                     ---

     December 31, 2008                  $0.90                   $0.50
     September 30, 2008 (3)               Nil                     Nil
     June 30, 2008 (3)                    Nil                     Nil
     March 31, 2008 (3)                   Nil                     Nil
     December 31, 2007 (3)                Nil                     Nil
     September 30, 2007 (2)               N/A                     N/A
     June 30, 2007 (2)                    N/A                     N/A
     March 31, 2007 (2)                   N/A                     N/A
     December 31, 2006 (2)                N/A                     N/A

----------
(1)  Over-the-counter market quotations reflect inter-dealer prices without
     retail mark-up, mark-down or commission, and may not represent actual
     transactions.
(2)  Our common stock was quoted on the Over-the-Counter Bulletin Board on
     October 22, 2007.
(3)  The first trade in our common stock occurred on October 29, 2008.

Our common shares are issued in registered form. Empire Stock Trasnfer 2470 St.
Rose Pkwy Suite 304, Henderson, NV 89074 (Telephone: 702.818.5898; Facsimile:
702.974.1444) is the registrar and transfer agent for our common shares.

On August 6, 2009, the shareholders' list showed 31 registered shareholders and
5,440,000 common shares outstanding.

                                       10
<PAGE>
DIVIDEND POLICY

We have not paid any cash dividends on our common stock and have no present
intention of paying any dividends on the shares of our common stock. Our current
policy is to retain earnings, if any, for use in our operations and in the
development of our business. Our future dividend policy will be determined from
time to time by our board of directors.

EQUITY COMPENSATION PLAN INFORMATION

We currently do not have any stock option or equity compensation plans or
arrangements.

RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED
SECURITIES

We did not sell any equity securities which were not registered under the
Securities Act during the year ended April 30, 2009 that were not otherwise
disclosed on our quarterly reports on Form 10-Q or our current reports on Form
8-K filed during the year ended April 30, 2009.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We did not purchase any of our shares of common stock or other securities during
our fourth quarter of our fiscal year ended April 30, 2009.

ITEM 6. SELECTED FINANCIAL DATA

As a "smaller reporting company", we are not required to provide the information
required by this Item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following discussion should be read in conjunction with our audited
financial statements and the related notes that appear elsewhere in this annual
report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this annual report, particularly in the
section entitled "Risk Factors" beginning on page 7 of this annual report.

Our audited financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

PLAN OF OPERATION

During the next twelve month period, we intend to focus our efforts on the
exploration of our Alberni Mining Claim.

An estimate of the cost of the proposed initial review and field examination is
$13,000. Provision of an additional budget of $71,000 is recommended for the
contingent exploration work that would be required to complete the follow-up
surveys.

As we do not have the funds necessary to cover our projected operating expenses
for the next twelve month period, we will be required to raise additional funds
through the issuance of equity securities, through loans or through debt
financing. There can be no assurance that we will be successful in raising the
required capital or that actual cash requirements will not exceed our estimates.
We intend to fulfill any additional cash requirement through the sale of our
equity securities.

                                       11
<PAGE>
RESULTS OF OPERATIONS FOR OUR YEARS ENDED APRIL 30, 2009 AND 2008

RESULTS OF OPERATIONS

YEAR ENDED APRIL 30, 2009 AND 2008

                                                    Year Ended
                                                     April 30,
                                              2009             2008
                                             -------          -------
     Revenue                                 $   Nil          $   Nil
     Operating Expenses                       44,382            6,145
     Net Loss                                $44,382          $ 6,145

EXPENSES

Our operating expenses for the year ended April 30, 2009 and April 30, 2008 are
outlined in the table below:

                                                    Year Ended
                                                     April 30,
                                              2009             2008
                                             -------          -------
     Bank charges and interest               $   293          $   100
     Filing and transfer agent fees            5,340              Nil
     Mineral property                          5,413              Nil
     Office expenses                             104              Nil
     Professional fees                       $33,232          $ 6,045

Operating expenses for the year ended April 30, 2009, increased by 622% as
compared to the comparative period in 2008 primarily as a result of an increase
in filing and transfer agent fees, mineral property expenses and professional
expenses.

REVENUE

We did not earn any revenues during the year ended April 30, 2009. We do not
anticipate earning revenues until such time as we have entered into commercial
production on the Hummingbird property. We have not commenced the exploration
stage of our business and can provide no assurance that we will discover
economic mineralization on the property, or if such minerals are discovered,
that we will enter into commercial production.

EQUITY COMPENSATION

We currently do not have any stock option or equity compensation plans or
arrangements.

LIQUIDITY AND FINANCIAL CONDITION

WORKING CAPITAL
                                    At                At
                                 April 30,         April 30,          Increase/
                                   2009              2008             Decrease
                                 --------          --------           --------
Current Assets                   $    Nil          $ 18,187           $(18,187)
Current Liabilities                26,195               Nil             26,195
Working Capital (deficit)        $(26,195)         $ 18,187           $(44,382)

                                       12
<PAGE>
CASH FLOWS
                                                  Year Ended          Year Ended
                                                   April 30,           April 30,
                                                     2009                2008
                                                   ---------           --------
Net Cash Used in Operating Activities              $ (44,382)          $ (6,145)
Net Cash Provided by Investing Activities                Nil                Nil
Net Cash Provided by Financing Activities             23,500                Nil
DECREASE IN CASH DURING THE PERIOD                 $ (20,882)          $ (6,145)

CONTRACTUAL OBLIGATIONS

As a "smaller reporting company", we are not required to provide tabular
disclosure obligations.

GOING CONCERN

We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock. At this time, we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock or through a loan from our directors to meet
our obligations over the next twelve months. We do not have any arrangements in
place for any future debt or equity financing.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with the accounting principles generally accepted in the United States of
America. Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by
management's application of accounting policies. We believe that understanding
the basis and nature of the estimates and assumptions involved with the
following aspects of our financial statements is critical to an understanding of
our financial statements.

EXPLORATION STAGE COMPANY

Our company complies with the Financial Accounting Standards Board Statement No.
7, its characterization of our company as an exploration stage enterprise.

MINERAL INTERESTS

Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. To date our
company has not established any proven or probable reserves on its mineral
properties. Our company has adopted the provisions of SFAS No. 143 "Accounting
for Asset Retirement Obligations" which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment, or other disposal of long-lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets. As at April 30, 2009, any potential costs relating to the retirement of
our company's mineral property interest has not yet been determined.

ENVIRONMENTAL COSTS

Environmental expenditures that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations, and which do not contribute to current or future

                                       13
<PAGE>
revenue generation, are expensed. Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated. Generally, the timing of these accruals coincides with the earlier of
completion of a feasibility study or our company's commitments to plan of action
based on the then known facts.

INCOME TAXES

Our company follows the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

At April 30, 2009, full deferred tax asset valuation allowance has been provided
and no deferred tax asset has been recorded.

BASIC AND DILUTED LOSS PER SHARE

Our company computes loss per share in accordance with SFAS No. 128, "Earnings
per Share" which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is
computed by dividing net loss available to common shareholders by the weighted
average number of outstanding common shares during the period. Diluted loss per
share gives effect to all dilutive potential common shares outstanding during
the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive.

Our company has no potential dilutive instruments and accordingly basic loss and
diluted loss per share are equal.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to choose to
measure many financial instruments and certain other items at fair value. Most
of the provisions of SFAS No. 159 apply only to entities that elect the fair
value option. However, the amendment to SFAS No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, "Fair Value Measurements". The adoption of SFAS No.
159 did not have a material impact on our company's financial position, results
of operations or cash flows.

In June 2007, the FASB ratified the consensus in EITF Issue No. 07-3,
"Accounting for Nonrefundable Advance Payments for Goods or Services to be Used
in Future Research and Development Activities" (EITF 07-3), which requires that
nonrefundable advance payments for goods or services that will be used or
rendered for future research and development (R&D) activities be deferred and
amortized over the period that the goods are delivered or the related services
are performed, subject to an assessment of recoverability. EITF 07-3 will be
effective for fiscal years beginning after December 15, 2007. Our company does
not expect that the adoption of EITF 07-3 will have a material impact on its
financial position, results of operations or cash flows.

SFAS No. 141(R), "Business Combinations" -- This statement includes a number of
changes in the accounting and disclosure requirements for new business
combinations occurring after its effective date. The changes in accounting
requirements include: acquisition costs will be expensed as incurred;
noncontrolling (minority) interests will be valued at fair value; acquired
contingent liabilities will be recorded at fair value; acquired research and
development costs will be recorded at fair value as an intangible asset with
indefinite life; restructuring costs will generally be expensed subsequent to
the acquisition date; and changes in deferred tax asset valuation allowances and
changes in income tax uncertainties after the acquisition date will generally
affect income tax expense. The statement is effective for new business

                                       14
<PAGE>
combinations occurring on or after the first reporting period beginning on or
after December 15, 2008. The adoption of SFAS No. 141(R) is not expected to have
a material impact on our financial position, results of operations or cash
flows.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements: An Amendment of ARB No. 51" -- This statement
changes the accounting and reporting for noncontrolling (minority) interests in
subsidiaries and for deconsolidation of a subsidiary. Under the revised basis,
the noncontrolling interest will be shown in the balance sheet as a separate
line in equity instead of as a liability. In the income statement, separate
totals will be shown for consolidated net income including noncontrolling
interest, noncontrolling interest as a deduction, and consolidated net income
attributable to the controlling interest. In addition, changes in ownership
interests in a subsidiary that do not result in deconsolidation are equity
transactions if a controlling financial interest is retained. If a subsidiary is
deconsolidated, the parent company will now recognize gain or loss to net income
based on fair value of the noncontrolling equity at that date. The statement is
effective prospectively for fiscal years and interim periods beginning on or
after December 15, 2008 and earlier adoption is prohibited. The adoption of SFAS
No. 160 is not expected to have a material impact the financial position,
results of operations or cash flows.

In March 2008, the Financial Accounting Standards Board (the "FASB") issued
Statement on Financial Accounting Standards ("SFAS") No. 161, "Disclosures about
Derivative Instruments and Hedging Activities - An Amendment of FASB Statement
No. 133" ("SFAS 161"). SFAS 161 enhances required disclosures regarding
derivatives and hedging activities, including enhanced disclosures regarding
how: (a) an entity uses derivative instruments; (b) derivative instruments and
related hedged items are accounted for under SFAS 133; and (c) derivative
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. Specifically, SFAS No. 161 requires:
disclosure of the objectives for using derivative instruments in terms of
underlying risk and accounting designation; disclosure of the fair values of
derivative instruments and their gains and losses in a tabular format;
disclosure of information about credit-risk-related contingent features; and
cross-reference from the derivative footnote to other footnotes in which
derivative-related information is disclosed. SFAS 161 is effective for fiscal
years and interim periods beginning after November 15, 2008. Our company does
not expect that the adoption of this standard will have a material impact on its
financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, "THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES" ("SFAS No. 162"). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (the GAAP
hierarchy). SFAS No. 162 will become effective 60 days following the SEC's
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." Our company does not expect the adoption of
SFAS No. 162 will have a material effect on our financial position, results of
operations or cash flows.

In June 2008, the FASB ratified EITF No. 07-5, "Determining Whether an
Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock" ("EITF No.
07-5"). EITF No. 07-5 provides that an entity should use a two-step approach to
evaluate whether an equity-linked financial instrument (or embedded feature) is
indexed to its own stock, including evaluating the instrument's contingent
exercise and settlement provisions. It also clarifies the impact of foreign
currency denominated strike prices and market-based employee stock option
valuation instruments on the evaluation. EITF No. 07-5 is effective for fiscal
years beginning after December 15, 2008. We adopted EITF No. 07-5 effective on
January 1, 2009 and the adoption had no material effect on our financial
position, results of operations or cash flows.

In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly , provides
guidelines for making fair value measurements more consistent with the
principles presented in FASB Statement No. 157 ("SFAS 157"), Fair Value
Measurements. FSP FAS 157-4 reaffirms what SFAS 157 states is the objective of

                                       15
<PAGE>
fair value measurement, to reflect how much an asset would be sold for in an
orderly transaction at the date of the financial statements under current market
conditions. Specifically, it reaffirms the need to use judgment to ascertain if
a formerly active market has become inactive and in determining fair values when
markets have become inactive. Our company does not expect this pronouncement to
have a material impact on its results of operations, financial position, or cash
flows

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures
about Fair Value of Financial Instruments, enhances consistency in financial
reporting by increasing the frequency of fair value disclosures. This relates to
fair value disclosures for any financial instruments that are not currently
reflected on the balance sheet at fair value. FSP FAS 107-1 and APB 28-1 now
require that fair value disclosures be made on a quarterly basis, providing
qualitative and quantitative information about fair value estimates for all
those financial instruments not measured on the balance sheet at fair value. Our
company does not expect this pronouncement to have a material impact on its
results of operations, financial position, or cash flows.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments , provides additional guidance
designed to create greater clarity and consistency in accounting for and
presenting impairment losses on securities. This FSP is intended to bring
greater consistency to the timing of impairment recognition and to provide
greater clarity to investors about the credit and noncredit components of
impaired debt securities that are not expected to be sold. This FSP also
requires increased and timelier disclosures sought by investors regarding
expected cash flows, credit losses, and an aging of securities with unrealized
losses. Our company does not expect this pronouncement to have a material impact
on its results of operations, financial position, or cash flows.

Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed
by management to, have a material impact on our company's present or future
financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a "smaller reporting company", we are not required to provide the information
required by this Item.

                                       16
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

TABLE OF CONTENTS                                                           PAGE
-----------------                                                           ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                      18

BALANCE SHEETS AS OF APRIL 30, 2009 AND 2008                                 19

STATEMENT OF LOSSES FOR THE YEARS ENDED APRIL 30, 2009 AND 2008 AND FOR
THE PERIOD JULY 22, 2005 (DATE OF INCEPTION) TO APRIL 30, 2009               20

STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD JULY 22, 2005 (DATE OF
INCEPTION) TO APRIL 30, 2009                                                 21

STATEMENT  OF CASH FLOWS FOR THE YEARS ENDED  APRIL 30, 2009 AND 2008
AND FOR THE PERIOD JULY 22, 2005 (DATE OF INCEPTION) TO APRIL 30, 2009       22

NOTES TO THE FINANCIAL STATEMENTS                                            23


                                       17
<PAGE>
                                    RBSM LLP
                          CERTIFIED PUBLIC ACCOUNTANTS


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Quartz Ventures, Inc.

     We have  audited  the  accompanying  balance  sheets  of  Quartz  Ventures,
Inc.(the  "Company"),  an exploration  stage  company,  as of April 30, 2009 and
2008, and the related statements of losses,  stockholder's equity and cash flows
for the two years in the period  ended  April 30,  2009 and the period  July 22,
2005 (date of inception) through April 30, 2009. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

     We have conducted our audits in accordance  with auditing  standards of the
Public Company  Accounting  Oversight  Board (United  States of America).  Those
standards  require  that we plan and  perform  the  audit to  obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  The  Company  is not  required  to have,  nor were we  engaged to
perform, an audit of its internal control over financial  reporting.  Our audits
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Company's internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining on a test basis,  evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial  position of Quartz Ventures,  Inc. at
April 30, 2009 and 2008 and the results of its operations and its cash flows for
the two years in the period  ended  April 30,  2009 and the period July 22, 2005
(date of  inception)  through  April  30,  2009 in  conformity  with  accounting
principles generally accepted in the United States of America.

     The  accompanying  financial  statements  have been  prepared  assuming the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements, the Company has suffered recurring losses from operations.
This raises  substantial doubt about its ability to continue as a going concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


                                         /s/ RBSM LLP
                                         ---------------------------------------
                                         RBSM LLP
                                         Certified Public Accountants

New York, New York
August 07, 2009

                                       18
<PAGE>
QUARTZ VENTURES, INC.
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    April 30,          April 30,
                                                                      2009               2008
                                                                    --------           --------
<S>                                                                 <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                              $     --           $ 18,187
                                                                    --------           --------

TOTAL ASSETS                                                        $     --           $ 18,187
                                                                    ========           ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Bank overdraft                                                    $  2,695           $     --
  Loans payable - Shareholder                                         23,500                 --
                                                                    --------           --------

TOTAL CURRENT LIABILITIES                                             26,195                 --
                                                                    --------           --------

STOCKHOLDERS' EQUITY
  Capital stock
  Authorized:
    75,000,000 common shares with a par value of $0.001
  Issued and outstanding:
    5,440,000 common shares as of April 30, 2009 and 2008              5,440              5,440
  Additional paid-in-capital                                          27,560             27,560
  Deficit accumulated during the exploration stage                   (59,195)           (14,813)
                                                                    --------           --------

TOTAL STOCKHOLDERS' EQUITY                                           (26,195)            18,187
                                                                    --------           --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $     --           $ 18,187
                                                                    ========           ========
</TABLE>


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

                                       19
<PAGE>
QUARTZ VENTURES, INC.
(A Exploration Stage Company)
Statements of Losses
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Cumulative from
                                                                                             July 22, 2005
                                                                                               (Date of
                                                    Year Ended           Year Ended          Inception) to
                                                     April 30,            April 30,            April 30,
                                                       2009                 2008                 2009
                                                    ----------           ----------           ----------
<S>                                                 <C>                  <C>                  <C>
COSTS AND EXPENSES:
  Bank charges and interest                         $      293           $      100           $      545
  Filing and transfer agent fees                         5,340                   --                5,340
  Mineral property                                       5,413                   --               13,413
  Office expenses                                          104                   --                  620
  Professional fees                                     33,232                6,045               39,277
                                                    ----------           ----------           ----------
Total operating expenses                                44,382                6,145               59,195
                                                    ----------           ----------           ----------

Net loss from operations                               (44,382)              (6,145)             (59,195)
                                                    ----------           ----------           ----------
Net loss before provision for income taxes             (44,382)              (6,145)             (59,195)
                                                    ----------           ----------           ----------
Income taxes (benefit)                                      --                   --                   --
                                                    ----------           ----------           ----------

Net loss                                            $  (44,382)          $   (6,145)          $  (59,195)
                                                    ==========           ==========           ==========

LOSS PER SHARE - BASIC AND DILUTED                  $    (0.00)          $    (0.00)
                                                    ==========           ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 OUTSTANDING (BASIC AND FULLY DILUTED)               5,440,000            5,440,000
                                                    ==========           ==========
</TABLE>


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

                                       20
<PAGE>
QUARTZ VENTURES, INC.
(A Exploration Stage Company)
Statement of Stockholders' Equity
From July 22,  2005 (Date of Inception) to April 30, 2009
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     Deficit
                                                                                   Accumulated
                                    Number of                      Additional      During the
                                     Common           Par           Paid-in        Development
                                     Shares          Value          Capital           Stage            Total
                                     ------          -----          -------           -----            -----
<S>                                <C>              <C>            <C>             <C>               <C>
August 3, 2005
 Subscribed for cash at $0.001     3,000,000        $ 3,000        $     --        $      --         $   3,000
August 31, 2005
 Subscribed for cash at $0.01        400,000            400           3,600               --             4,000
September 20, 2005
 Subscribed for cash at $0.01        700,000            700           6,300               --             7,000
October 11, 2005
 Subscribed for cash at $0.01        600,000            600           5,400               --             6,000
November 30, 2005
 Subscribed for cash at $0.01        600,000            600           5,400               --             6,000
December 15, 2005
 Subscribed for cash at $0.05        140,000            140           6,860               --             7,000
Net Loss                                  --             --              --             (568)             (568)
                                   ---------        -------        --------        ---------         ---------
Balance, April 30, 2006            5,440,000          5,440          27,560             (568)           32,432
Net loss                                  --             --              --           (8,100)           (8,100)
                                   ---------        -------        --------        ---------         ---------
Balance, April 30, 2007            5,440,000          5,440          27,560           (8,668)           24,332
Net loss                                  --             --              --           (6,145)           (6,145)
                                   ---------        -------        --------        ---------         ---------
Balance, April 30, 2008            5,440,000          5,440          27,560          (14,813)           18,187
Net loss                                  --             --              --          (44,382)          (44,382)
                                   ---------        -------        --------        ---------         ---------

Balance, April 30, 2009            5,440,000        $ 5,440        $ 27,560        $ (59,195)        $ (26,195)
                                   =========        =======        ========        =========         =========
</TABLE>


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

                                       21
<PAGE>
QUARTZ VENTURES, INC.
(A Exploration Stage Company)
Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                             Cumulative from
                                                                                              July 22, 2005
                                                                                                (Date of
                                                         Year Ended         Year Ended        Inception) to
                                                          April 30,          April 30,          April 30,
                                                            2009               2008               2009
                                                          --------           --------           --------
<S>                                                       <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                $(44,382)          $ (6,145)          $(59,195)
                                                          --------           --------           --------
      Net cash used in operations                          (44,382)            (6,145)           (59,195)
                                                          --------           --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Loans payable                                             23,500                 --             23,500
  Shares subscribed for cash                                    --                 --             33,000
                                                          --------           --------           --------
      Net cash provided by financing activities             23,500                 --             56,500

Net decrease in cash and equivalents                       (20,882)            (6,145)            (2,695)

Cash and equivalents at the beginning of the period         18,187             24,332                 --
                                                          --------           --------           --------

(Bank overdraft) Cash at the end of the period            $ (2,695)          $ 18,187           $ (2,695)
                                                          ========           ========           ========

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for:
  Interest                                                $     --           $     --           $     --
                                                          ========           ========           ========
  Taxes                                                   $     --           $     --           $     --
                                                          ========           ========           ========
</TABLE>


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

                                       22
<PAGE>
QUARTZ VENTURES, INC.
(An Exploration Stage Company)
Notes To The Financial Statements
April 30, 2009
--------------------------------------------------------------------------------

1. BUSINESS AND BASIS OF PRESENTATION

     Quartz  Ventures,  Inc. ("the  Company") was  incorporated on July 22, 2005
     under the laws of State of  Nevada,  U.S.  with an  authorized  capital  of
     75,000,000  common  shares  with a par value of $0.001.  The Company has an
     April 30, year end. The Company is in the exploration stage of its resource
     business.  The Company  commenced  operations in 2006 by issuing shares and
     acquiring a mineral property  located in the Province of British  Columbia,
     Canada.  The Company has not yet determined  whether this property contains
     reserves that are economically  recoverable.  The  recoverability  of costs
     incurred for  acquisition and exploration of the property will be dependent
     upon the discovery of economically  recoverable  reserves,  confirmation of
     the  Company's  interest  in the  underlying  property,  the ability of the
     Company  to  obtain   necessary   financing  to  satisfy  the   expenditure
     requirements  under the property  agreement and to complete the development
     of the property and upon future  profitable  production or proceeds for the
     sale thereof.

     GOING CONCERN

     These  financial  statements  have been  prepared on a going  concern basis
     which  assumes the Company will be able to realize its assets and discharge
     its  liabilities  in the  normal  course of  business  for the  foreseeable
     future.  The Company has incurred  losses since  inception  resulting in an
     accumulated  deficit of $59,195  as at April 30,  2009 and used  $59,195 in
     cash for operating activities from its inception through April 30, 2009 and
     further losses are anticipated in the  development of its business  raising
     substantial  doubt  about the  Company's  ability  to  continue  as a going
     concern.

     The ability to continue as a going  concern is  dependent  upon the Company
     generating  profitable  operations  in the  future  and/or  to  obtain  the
     necessary  financing  to meet its  obligations  and repay  its  liabilities
     arising  from normal  business  operations  when they come due.  Management
     intends  to  finance  operating  costs  over the next  twelve  months  with
     existing cash on hand and loans from directors and or private  placement of
     common stock.  However, the planned principal operations have not commenced
     and no  assurance  can be given that  management's  actions  will result in
     profitable  operations or the  resolution of its  liquidity  problems.  The
     accompanying  statements do not include any  adjustments  that might result
     should the Company be unable to continue as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The  financial  statements  of the Company have been prepared in accordance
     with  generally  accepted  accounting  principles  in the United  States of
     America and are presented in US dollars.

     CASH AND CASH EQUIVALENTS

     For purposes of Statement  of Cash Flows the Company  considers  all highly
     liquid debt  instruments  purchased with a maturity date of three months or
     less to be cash equivalent.

     EXPLORATION STAGE COMPANY

     The  Company  complies  with  the  Financial   Accounting  Standards  Board
     Statement  No. 7, its  characterization  of the  Company as an  exploration
     stage enterprise.

     MINERAL INTERESTS

     Mineral  property  acquisition,   exploration  and  development  costs  are
     expensed as incurred until such time as economic  reserves are  quantified.
     To date the Company has not established any proven or probable  reserves on
     its mineral properties.  The Company has adopted the provisions of SFAS No.
     143  "Accounting  for  Asset  Retirement   Obligations"  which  establishes
     standards  for  the  initial  measurement  and  subsequent  accounting  for
     obligations  associated  with the sale,  abandonment,  or other disposal of
     long-lived  tangible assets arising from the  acquisition,  construction or
     development and for normal operations of such assets. As at April 30, 2009,
     any potential  costs  relating to the  retirement of the Company's  mineral
     property interest has not yet been determined.

                                       23
<PAGE>
QUARTZ VENTURES, INC.
(An Exploration Stage Company)
Notes To The Financial Statements
April 30, 2009
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     USE OF ESTIMATES AND ASSUMPTIONS

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

     FOREIGN CURRENCY TRANSLATION

     The  financial  statements  are  presented  in United  States  dollars.  In
     accordance  with  Statement  of  Financial  Accounting  Standards  No.  52,
     "Foreign Currency  Translation",  foreign  denominated  monetary assets and
     liabilities  are  translated  into their United States  dollar  equivalents
     using foreign exchange rates which prevailed at the balance sheet date. Non
     monetary  assets and  liabilities  are  translated  at the  exchange  rates
     prevailing on the transaction date.  Revenue and expenses are translated at
     average rates of exchange during the year.  Gains or losses  resulting from
     foreign currency transactions are included in results of operations.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The  carrying  value of cash and accounts  payable and accrued  liabilities
     approximates  their  fair  value  because  of the short  maturity  of these
     instruments. Unless otherwise noted, it is management's opinion the Company
     is not exposed to  significant  interest,  currency or credit risks arising
     from these financial instruments.

     ENVIRONMENTAL COSTS

     Environmental  expenditures that relate to current  operations are expensed
     or  capitalized  as  appropriate.  Expenditures  that relate to an existing
     condition caused by past operations, and which do not contribute to current
     or future revenue generation,  are expensed.  Liabilities are recorded when
     environmental  assessments  and/or remedial  efforts are probable,  and the
     cost can be reasonably estimated.  Generally,  the timing of these accruals
     coincides  with the earlier of  completion  of a  feasibility  study or the
     Company's commitments to plan of action based on the then known facts.

     INCOME TAXES

     The Company  follows the liability  method of accounting  for income taxes.
     Under  this  method,   deferred  income  tax  assets  and  liabilities  are
     recognized for the estimated tax  consequences  attributable to differences
     between the financial statement carrying values and their respective income
     tax basis (temporary differences). The effect on deferred income tax assets
     and  liabilities  of a change in tax rates is  recognized  in income in the
     period that includes the enactment  date. At April 30, 2009,  full deferred
     tax asset  valuation  allowance has been provided and no deferred tax asset
     has been recorded.

     BASIC AND DILUTED LOSS PER SHARE

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

     The Company has no potential  dilutive  instruments and  accordingly  basic
     loss and diluted loss per share are equal.

                                       24
<PAGE>
QUARTZ VENTURES, INC.
(An Exploration Stage Company)
Notes To The Financial Statements
April 30, 2009
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     RESEARCH AND DEVELOPMENT

     The Company accounts for research and development  costs in accordance with
     the  Financial   Accounting   Standards   Board's  Statement  of  Financial
     Accounting  Standards  No. 2  ("SFAS  2"),  "Accounting  for  Research  and
     Development  Costs".  Under SFAS 2, all research and development costs must
     be charged  to expense as  incurred.  Accordingly,  internal  research  and
     development  costs are  expensed  as  incurred.  Third-party  research  and
     developments costs are expensed when the contracted work has been performed
     or as milestone results have been achieved.  Company-sponsored research and
     development  costs related to both present and future products are expensed
     in the period incurred. The Company incurred expenditures $0 for the period
     from July 22, 2005 (date of inception) to April 30, 2009.

     REVENUE RECOGNITION

     The Company will  recognize  revenue in  accordance  with Staff  Accounting
     Bulletin No. 104, REVENUE  RECOGNITION  ("SAB104"),  which superseded Staff
     Accounting  Bulletin No. 101, REVENUE  RECOGNITION IN FINANCIAL  STATEMENTS
     ("SAB101").  SAB 101 requires  that four basic  criteria must be met before
     revenue  can be  recognized:  (1)  persuasive  evidence  of an  arrangement
     exists;  (2)  delivery  has  occurred;  (3) the selling  price is fixed and
     determinable;  and (4) collectibility is reasonably assured.  Determination
     of criteria (3) and (4) are based on management's  judgments  regarding the
     fixed  nature of the  selling  prices  of the  products  delivered  and the
     collectibility  of those  amounts.  Provisions for discounts and rebates to
     customers,  estimated  returns and  allowances,  and other  adjustments are
     provided for in the same period the related sales are recorded. The Company
     will defer any revenue for which the product has not been  delivered  or is
     subject to refund until such time that the Company and the customer jointly
     determine  that  the  product  has  been  delivered  or no  refund  will be
     required.

     SAB 104  incorporates  Emerging  Issues  Task Force 00-21  ("EITF  00-21"),
     MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS.  EITF 00-21 addresses accounting
     for  arrangements  that may involve the delivery or performance of multiple
     products,  services and/or rights to use assets. The effect of implementing
     EITF  00-21  will not have  immediate  impact  on the  Company's  financial
     position and results of operations

     From the date of  inception  through  April 30,  2009,  the Company has not
     generated any revenue to date.

     ADVERTISING

     The  Company  follows the policy of charging  the costs of  advertising  to
     expenses incurred.  The Company incurred $0 in advertising costs during the
     years ended April 30, 2009 and 2008.

     LIQUIDITY

     The Company has incurred  net losses of $59,195 from its  inception on July
     22, 2005 through  April 30, 2009.  As of April 30, 2009,  the Company's has
     excess of current liabilities over its current assets by $26,195, with bank
     overdraft representing $2,695.

     STOCK-BASED COMPENSATION

     In December  2004,  the FASB issued SFAS No. 123R,  "Share-Based  Payment",
     which replaced SFAS No. 123, "Accounting for Stock-Based  Compensation" and
     superseded APB Opinion No. 25,  "Accounting for Stock Issued to Employees".
     In January 2005,  the  Securities  and Exchange  Commission  ("SEC") issued
     Staff Accounting  Bulletin ("SAB") No. 107,  "Share-Based  Payment",  which
     provides supplemental  implementation  guidance for SFAS No. 123R. SFAS No.
     123R requires all share-based  payments to employees,  including  grants of
     employee stock options, to be recognized in the financial  statements based
     on the  grant  date  fair  value  of the  award.  SFAS  No.  123R was to be
     effective  for interim or annual  reporting  periods  beginning on or after
     June 15,  2005,  but in April 2005 the SEC  issued a rule that will  permit
     most  registrants to implement SFAS No. 123R at the beginning of their next
     fiscal year,  instead of the next reporting  period as required by SFAS No.
     123R. The pro-forma disclosures  previously permitted under SFAS No. 123 no
     longer will be an alternative  to financial  statement  recognition.  Under
     SFAS No. 123R, the Company must determine the appropriate  fair value model
     to be used for valuing  share-based  payments,  the amortization method for
     compensation cost and the transition method to be used at date of adoption.

                                       25
<PAGE>
QUARTZ VENTURES, INC.
(An Exploration Stage Company)
Notes To The Financial Statements
April 30, 2009
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     The  transition  methods  include  prospective  and  retroactive   adoption
     options.  Under the  retroactive  options,  prior  periods  may be restated
     either  as of the  beginning  of the year of  adoption  or for all  periods
     presented.  The prospective  method requires that  compensation  expense be
     recorded  for all  unvested  stock  options  and  restricted  stock  at the
     beginning  of the first  quarter of  adoption of SFAS No.  123R,  while the
     retroactive  methods  would  record  compensation  expense for all unvested
     stock  options  and  restricted  stock  beginning  with  the  first  period
     restated. The Company adopted the modified prospective approach of SFAS No.
     123R for the year ended  April 30,  2006.  The  Company  did not record any
     compensation  expense  for the year ended  April 30,  2009 as there were no
     stock options outstanding prior to the adoption or at April 30, 2009.

     RECENT ACCOUNTING PRONOUNCEMENTS

     In February  2007, the FASB issued SFAS No. 159, "The Fair Value Option for
     Financial Assets and Financial Liabilities - Including an Amendment of FASB
     Statement  No. 115"  ("SFAS No.  159").  SFAS No. 159  permits  entities to
     choose to measure many  financial  instruments  and certain  other items at
     fair value.  Most of the  provisions of SFAS No. 159 apply only to entities
     that elect the fair value  option.  However,  the amendment to SFAS No. 115
     "Accounting for Certain  Investments in Debt and Equity Securities" applies
     to all entities with  available-for-sale  and trading securities.  SFAS No.
     159 is effective as of the beginning of an entity's  first fiscal year that
     begins  after  November  15,  2007.  Early  adoption is permitted as of the
     beginning  of a fiscal year that  begins on or before  November  15,  2007,
     provided  the entity  also elects to apply the  provision  of SFAS No. 157,
     "Fair  Value  Measurements".  The  adoption  of SFAS No. 159 did not have a
     material impact on the Company financial position, results of operations or
     cash flows.

     In June 2007,  the FASB  ratified  the  consensus  in EITF Issue No.  07-3,
     "Accounting for Nonrefundable  Advance Payments for Goods or Services to be
     Used in Future  Research and  Development  Activities"  (EITF 07-3),  which
     requires  that  nonrefundable  advance  payments for goods or services that
     will be  used  or  rendered  for  future  research  and  development  (R&D)
     activities  be deferred  and  amortized  over the period that the goods are
     delivered or the related  services are performed,  subject to an assessment
     of  recoverability.  EITF 07-3 will be effective for fiscal years beginning
     after  December 15, 2007.  The Company does not expect that the adoption of
     EITF 07-3 will have a material impact on its financial position, results of
     operations or cash flows.

     SFAS No.  141(R),  "Business  Combinations"  -- This  statement  includes a
     number of changes in the  accounting and  disclosure  requirements  for new
     business  combinations  occurring  after its effective date. The changes in
     accounting  requirements  include:  acquisition  costs will be  expensed as
     incurred; noncontrolling (minority) interests will be valued at fair value;
     acquired  contingent  liabilities will be recorded at fair value;  acquired
     research  and  development  costs  will be  recorded  at fair  value  as an
     intangible asset with indefinite life;  restructuring  costs will generally
     be expensed subsequent to the acquisition date; and changes in deferred tax
     asset valuation  allowances and changes in income tax  uncertainties  after
     the  acquisition  date  will  generally  affect  income  tax  expense.  The
     statement is effective for new business combinations  occurring on or after
     the first  reporting  period  beginning on or after  December 15, 2008. The
     adoption of SFAS No.  141(R) is not  expected to have a material  impact on
     our financial position, results of operations or cash flows.

     In December 2007, the FASB issued SFAS No. 160,  "Noncontrolling  Interests
     in Consolidated  Financial Statements:  An Amendment of ARB No. 51" -- This
     statement   changes  the  accounting   and  reporting  for   noncontrolling
     (minority)   interests  in  subsidiaries  and  for   deconsolidation  of  a
     subsidiary.  Under the revised basis, the  noncontrolling  interest will be
     shown in the  balance  sheet as a separate  line in equity  instead of as a
     liability.  In the  income  statement,  separate  totals  will be shown for
     consolidated net income including noncontrolling  interest,  noncontrolling
     interest as a deduction,  and consolidated  net income  attributable to the
     controlling  interest.  In addition,  changes in  ownership  interests in a
     subsidiary that do not result in deconsolidation are equity transactions if
     a  controlling   financial  interest  is  retained.   If  a  subsidiary  is
     deconsolidated,  the parent  company will now recognize gain or loss to net
     income based on fair value of the  noncontrolling  equity at that date. The
     statement is effective  prospectively  for fiscal years and interim periods
     beginning on or after December 15, 2008 and earlier adoption is prohibited.
     The adoption of SFAS No. 160 is not expected to have a material  impact the
     financial position, results of operations or cash flows.

                                       26
<PAGE>
QUARTZ VENTURES, INC.
(An Exploration Stage Company)
Notes To The Financial Statements
April 30, 2009
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     In March 2008, the Financial Accounting Standards Board (the "FASB") issued
     Statement on Financial Accounting Standards ("SFAS") No. 161,  "Disclosures
     about Derivative  Instruments and Hedging Activities - An Amendment of FASB
     Statement No. 133" ("SFAS  161").  SFAS 161 enhances  required  disclosures
     regarding   derivatives   and  hedging   activities,   including   enhanced
     disclosures regarding how: (a) an entity uses derivative  instruments;  (b)
     derivative  instruments  and related  hedged items are  accounted for under
     SFAS 133; and (c) derivative instruments and related hedged items affect an
     entity's  financial  position,   financial  performance,  and  cash  flows.
     Specifically, SFAS No. 161 requires: disclosure of the objectives for using
     derivative   instruments  in  terms  of  underlying   risk  and  accounting
     designation;  disclosure of the fair values of derivative  instruments  and
     their gains and losses in a tabular format; disclosure of information about
     credit-risk-related  contingent  features;  and  cross-reference  from  the
     derivative   footnote  to  other  footnotes  in  which   derivative-related
     information  is  disclosed.  SFAS 161 is  effective  for  fiscal  years and
     interim  periods  beginning  after  November 15, 2008. The Company does not
     expect that the adoption of this  standard  will have a material  impact on
     its financial position, results of operations or cash flows.

     In May 2008,  the FASB issued SFAS No. 162,  "THE  HIERARCHY  OF  GENERALLY
     ACCEPTED  ACCOUNTING  PRINCIPLES" ("SFAS No. 162"). SFAS No. 162 identifies
     the sources of  accounting  principles  and the framework for selecting the
     principles   used  in  the   preparation   of   financial   statements   of
     nongovernmental  entities that are presented in conformity  with  generally
     accepted  accounting  principles  (the GAAP  hierarchy).  SFAS No. 162 will
     become effective 60 days following the SEC's approval of the Public Company
     Accounting  Oversight  Board  amendments to AU Section 411, "The Meaning of
     Present   Fairly  in  Conformity   With   Generally   Accepted   Accounting
     Principles."  The Company does not expect the adoption of SFAS No. 162 will
     have a material effect on our financial position,  results of operations or
     cash flows.

     In June 2008,  the FASB  ratified  EITF No. 07-5,  "Determining  Whether an
     Instrument  (or  Embedded  Feature)  Is Indexed to an  Entity's  Own Stock"
     ("EITF No.  07-5").  EITF No.  07-5  provides  that an entity  should use a
     two-step approach to evaluate whether an equity-linked financial instrument
     (or embedded feature) is indexed to its own stock, including evaluating the
     instrument's  contingent  exercise  and  settlement  provisions.   It  also
     clarifies  the impact of foreign  currency  denominated  strike  prices and
     market-based employee stock option valuation instruments on the evaluation.
     EITF No. 07-5 is effective for fiscal years  beginning  after  December 15,
     2008.  We  adopted  EITF No.  07-5  effective  on  January  1, 2009 and the
     adoption  had no  material  effect on our  financial  position,  results of
     operations or cash flows.

     In April 2009, the FASB issued FSP FAS 157-4,  Determining  Fair Value When
     the  Volume  and  Level  of  Activity  for  the  Asset  or  Liability  Have
     Significantly Decreased and Identifying Transactions That Are Not Orderly ,
     provides guidelines for making fair value measurements more consistent with
     the principles presented in FASB Statement No. 157 ("SFAS 157"), Fair Value
     Measurements  . FSP  FAS  157-4  reaffirms  what  SFAS  157  states  is the
     objective of fair value measurement,  to reflect how much an asset would be
     sold for in an orderly transaction at the date of the financial  statements
     under current market conditions. Specifically, it reaffirms the need to use
     judgment to ascertain if a formerly  active market has become  inactive and
     in determining fair values when markets have become  inactive.  The Company
     does not expect this pronouncement to have a material impact on its results
     of operations, financial position, or cash flows

     In  April  2009,  the FASB  issued  FSP FAS  107-1  and APB  28-1,  Interim
     Disclosures about Fair Value of Financial Instruments, enhances consistency
     in  financial   reporting  by  increasing   the  frequency  of  fair  value
     disclosures.  This  relates to fair  value  disclosures  for any  financial
     instruments  that are not currently  reflected on the balance sheet at fair
     value.  FSP FAS 107-1 and APB 28-1 now require that fair value  disclosures
     be  made on a  quarterly  basis,  providing  qualitative  and  quantitative
     information about fair value estimates for all those financial  instruments
     not  measured on the  balance  sheet at fair  value.  The Company  does not
     expect  this  pronouncement  to have a  material  impact on its  results of
     operations, financial position, or cash flows.

                                       27
<PAGE>
QUARTZ VENTURES, INC.
(An Exploration Stage Company)
Notes To The Financial Statements
April 30, 2009
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and
     Presentation  of  Other-Than-Temporary  Impairments  , provides  additional
     guidance  designed to create greater  clarity and consistency in accounting
     for and presenting impairment losses on securities. This FSP is intended to
     bring greater  consistency to the timing of impairment  recognition  and to
     provide  greater  clarity  to  investors  about the  credit  and  noncredit
     components  of impaired debt  securities  that are not expected to be sold.
     This FSP  also  requires  increased  and  timelier  disclosures  sought  by
     investors  regarding  expected cash flows,  credit losses,  and an aging of
     securities  with  unrealized  losses.  The  Company  does not  expect  this
     pronouncement  to have a  material  impact on its  results  of  operations,
     financial position, or cash flows.

     Other recent  accounting  pronouncements  issued by the FASB (including its
     Emerging  Issues Task  Force),  the AICPA,  and the SEC did not, or are not
     believed by management to, have a material impact on the Company's  present
     or future financial statements.

3. MINERAL INTERESTS

     On January 15, 2007, the Company entered into a purchase and sale agreement
     to acquire a 100%  interest  in two mineral  claims  located in the Alberni
     Mining Division, BC for total consideration of $8,000. The mineral interest
     is held in trust  for the  Company  by the  vendor  of the  property.  Upon
     request  from the  Company  the title will be  recorded  in the name of the
     Company with the appropriate mining recorder. The property is good standing
     as at April 30, 2009.

4. COMMON STOCK

     The  total  number of common  shares  authorized  that may be issued by the
     Company  is  75,000,000  shares  with a par  value of one tenth of one cent
     ($0.001) per share and no other class of shares is authorized.  As of April
     30,  2009 and  April  30,  2008 the  company  has  issued  and  outstanding
     5,440,000 shares of common stock.

     During the year ended April 30, 2006, the Company issued  5,440,000  shares
     of common  stock for total cash  proceeds  of $33,000.  At April 30,  2009,
     there were no outstanding stock options or warrants.

5. LOANS PAYABLE-SHAREHOLDER

     As at April 30, 2009, a major  shareholder  loaned  $23,500 to the Company,
     bearing no interest and with no specific terms of repayments. Subsequent to
     April 30, 2009 there was a change in ownership,  refer to Note 7 Subsequent
     Event

                                       28
<PAGE>
QUARTZ VENTURES, INC.
(An Exploration Stage Company)
Notes To The Financial Statements
April 30, 2009
--------------------------------------------------------------------------------

6. INCOME TAXES

     As of April 30,  2009,  the Company ha ss carry  forwards of  approximately
     $60,000 that may be available to reduce  future years' taxabd net operating
     lo2029.  Future tax  benefits  which may arise as a result of these  losses
     have not been recognized inle income through tements,  as their realization
     is determined  not likely to occur and  accordingly,  the Company has these
     financial  stan  allowance for the deferred tax asset relating to these tax
     loss carry-forwards. Components of d recorded a valuatios of April 30, 2009
     are as follows:

     Non current:

        Net operating loss carryforward                        $ 20,100
        Valuation allowance                                     (20,100)
                                                               --------
        Net deferred tax asset                                 $     --
                                                               ========

     In June 2006,  the FASB issued FASB . 48,  Accounting  for  Uncertainty  in
     Income Taxes-an  interpretation of FASB Statement No. Interpretation NoN 48
     prescribes  a  recognition  threshold  and  measurement  attribute  for the
     financial  statement 109 ("FIN 48").  FIurement of a tax position  taken or
     expected to be taken in a tax return.  FIN 48 also provides  guirecognition
     and meason,  classification,  treatment  of  interest  and  penalties,  and
     disclosure of such  positions.  Efdance on  derecogniti  2007,  the Company
     adopted the provisions of FIN 48, as required.  As a result of implementing
     Ffective January 1, n no adjustment to the Company's  financial  statements
     and the adoption of FIN 48 did not have a maIN 48, there has bee  Company's
     financial  statements  for the year ended April 30, 2009.  terial effect on
     the

7. SUBSEQUENT EVENT

     APPOINTMENT OF PRINCIPAL OFFICERS

     Effective on June 4, 2009,  the Board of Directors  (the "Board") of Quartz
     Ventures  Inc.,  a  Nevada   corporation   (the  "Company")   accepted  the
     resignation   of   Fred   DaSilvia   as   the   President/Chief   Executive
     Officer/Treasurer/Secretary/Chief  Financial Officer and as a member of the
     Company's Board of Directors.  The  shareholders of the Company pursuant to
     written consent of shareholders  dated June 4, 2009 removed Rick Shykora as
     a member of the Company's Board of Directors. Effective as of June 4, 2009,
     the Board of Directors  accepted the consent of George  Polyhronopoulos  to
     act  as  the  President/Chief  Executive  Officer/Treasurer/Secretary/Chief
     Financial Officer and as a member of the Board of Directors.  In accordance
     with a written consent of resolutions of the Board of Directors unanimously
     signed by all the members of the Board of  Directors  of the  Company,  Mr.
     Polyhronopoulos  was  duly  appointed  as  the  President/Chief   Executive
     Officer/Secretary/Treasurer/Chief  Financial  Officer  and a member  of the
     Board of Directors.  Therefore,  as of the date of this Current Report, the
     Company's Board of Directors is comprised of Georgios Polyhronopoulos.

     CHANGES IN CONTROL OF THE COMPANY

     Effective on June 4, 2009, there was a change in control of the Company. In
     accordance  with a verbal  arrangement  between  the  Company and a certain
     shareholder,  Glenn  Ennis,  who is the record  holder of an  aggregate  of
     3,000,000 shares of restricted  common stock (55.1% of the total issued and
     outstanding),  Mr. Ennis  returned to the Company the  3,000,000  shares of
     common  stock for $3,000.  The share  certificate  issued to Mr.  Ennis was
     cancelled  and the  3,000,000  shares  of common  stock  were  returned  to
     treasury.

     Effective as of June 4, 2009, Mr. Polyhronopoulos  acquired an aggregate of
     3,000,000 shares of restricted common stock of the Company in consideration
     of $25,000 in accordance  with the terms and  provisions of a  subscription
     agreement.  The shares were acquired under the  transactional  exemption of
     Section 4(2) of the Securities Act of 1933, as amended.

                                       29
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

There were no disagreements related to accounting principles or practices,
financial statement disclosure, internal controls or auditing scope or procedure
during the two fiscal years and interim periods, including the interim period up
through the date the relationship ended.

ITEM 9A(T). CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the SECURITIES
EXCHANGE ACT OF 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (who is acting as our
principal executive officer and our principal financial officer and principle
accounting officer) to allow for timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, our
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and our management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and procedures.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

As of April 30, 2009, the end of our fiscal year covered by this report, we
carried out an evaluation, under the supervision and with the participation of
our president (who is acting as our principal executive officer and our
principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (who is acting as our
principal executive officer and our principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control procedures. The objectives of internal control include providing
management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with management's authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of April 30, 2009. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in INTERNAL CONTROL-INTEGRATED
FRAMEWORK. Our management has concluded that, as of April 30, 2009, our internal
control over financial reporting is effective in providing reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with US generally
accepted accounting principles. Our management reviewed the results of their
assessment with our Board of Directors.

This annual report does not include an attestation report of our company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit our company to provide only management's
report in this annual report.

                                       30
<PAGE>
INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Internal control over financial reporting has inherent limitations which include
but is not limited to the use of independent professionals for advice and
guidance, interpretation of existing and/or changing rules and principles,
segregation of management duties, scale of organization, and personnel factors.
Internal control over financial reporting is a process which involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also
can be circumvented by collusion or improper management override. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal controls over financial reporting
that occurred during the three month period ended April 30, 2009 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

All directors of our company hold office until the next annual meeting of the
security holders or until their successors have been elected and qualified. The
officers of our company are appointed by our board of directors and hold office
until their death, resignation or removal from office. Our directors and
executive officers, their ages, positions held, and duration as such, are as
follows:

                           Position Held                         Date First
  Name                    with the Company          Age     Elected or Appointed
  ----                    ----------------          ---     --------------------

Georgios             President, Chief Executive     51           June 4, 2009
Polyhronopoulos      Officer, Treasury,
                     Secretary, Chief Financial
                     Officer and Director

BUSINESS EXPERIENCE

The following is a brief account of the education and business experience during
at least the past five years of each director, executive officer and key
employee of our company, indicating the person's principal occupation during
that period, and the name and principal business of the organization in which
such occupation and employment were carried out.

GEORGE POLYHRONOPOULOS - PRESIDENT, CHIEF EXECUTIVE OFFICER, TREASURY,
SECRETARY, CHIEF FINANCIAL OFFICER AND DIRECTOR

Since 2003, Mr. Polyhronopoulos has been the President and sole shareholder of
Aegean Capital Management. Additionally, since 2002, he has been the President
of Exo Performance Armor Ltd.

                                       31
<PAGE>
Mr. Polyhronopoulos graduated from Kitsilano Secondary School in 1972.

FAMILY RELATIONSHIPS

There are no family relationships between any of our directors, executive
officers and proposed directors or executive officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our directors, executive officers, promoters or control persons has been
involved in any of the following events during the past five years:

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

     2.   any conviction in a criminal proceeding or being subject to a pending
          criminal proceeding, excluding traffic violations and other minor
          offences;

     3.   being subject to any order, judgment or decree, not subsequently
          reversed, suspended or vacated, of any court of competent
          jurisdiction, permanently or temporarily enjoining, barring,
          suspending or otherwise limiting his involvement in any type of
          business, securities or banking activities; or

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

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors and persons who own more than 10% of our common stock to
file with the Securities and Exchange Commission initial statements of
beneficial ownership, reports of changes in ownership and annual reports
concerning their ownership of our common stock and other equity securities, on
Forms 3, 4 and 5 respectively. Executive officers, directors and greater than
10% shareholders are required by the SEC regulations to furnish us with copies
of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or
written representations from certain reporting persons, we believe that during
fiscal year ended April 30, 2009, all filing requirements applicable to our
officers, directors and greater than 10% percent beneficial owners were complied
with, with the exception of the following:

                                         Number of Transactions  Failure to File
                         Number of Late     Not Reported on        Required
        Name                Reports         a Timely Basis           Forms
        ----                -------         --------------           -----

Georgios Polyhronopoulos      1 (1)             1 (1)                1 (1)

----------
(1)  The executive officer, director or holder of 10% or more of our common
     stock filed a late Form 3 -Initial Statement of Beneficial Ownership of
     Securities.

CODE OF ETHICS

Our company has not yet adopted a Code of Ethics.

                                       32
<PAGE>
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that it does not have a member of its
audit committee that qualifies as an "audit committee financial expert" as
defined in Item 407(d)(5)(ii) of Regulation S-K.

We believe that the members of our board of directors are collectively capable
of analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. We believe that retaining an
independent director who would qualify as an "audit committee financial expert"
would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not
generated any material revenues to date. In addition, we currently do not have
nominating, compensation or audit committees or committees performing similar
functions nor do we have a written nominating, compensation or audit committee
charter. Our board of directors does not believe that it is necessary to have
such committees because it believes the functions of such committees can be
adequately performed by our board of directors.

ITEM 11. EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

     (a)  our principal executive officer;

     (b)  each of our two most highly compensated executive officers who were
          serving as executive officers at the end of the years ended April 30,
          2009 and 2008; and

     (c)  up to two additional individuals for whom disclosure would have been
          provided under (b) but for the fact that the individual was not
          serving as our executive officer at the end of the years ended April
          30, 2009 and 2008,

who we will collectively refer to as the named executive officers of our
company, are set out in the following summary compensation table, except that no
disclosure is provided for any named executive officer, other than our principal
executive officers, whose total compensation did not exceed $100,000 for the
respective fiscal year:

<TABLE>
<CAPTION>
                                                                                            Change in
                                                                                             Pension
                                                                                            Value and
                                                                           Non-Equity      Nonqualified
 Name and                                                                  Incentive         Deferred
 Principal                                          Stock       Option        Plan         Compensation     All Other
 Position             Year   Salary($)  Bonus($)   Awards($)   Awards($)  Compensation($)   Earnings($)   Compensation($)  Totals($)
 --------             ----   ---------  --------   ---------   ---------  ---------------   -----------   ---------------  ---------
<S>                   <C>    <C>        <C>         <C>        <C>        <C>               <C>           <C>              <C>
George
Polyhronopoulos(1)    2009      N/A        N/A        N/A         N/A           N/A             N/A             N/A           N/A
President, Chief      2008      N/A        N/A        N/A         N/A           N/A             N/A             N/A           N/A
Executive Officer,
Secretary,
Treasurer, Chief
Financial Officer
and Director

Fred DaSilva(2)       2009      N/A        N/A        N/A         N/A           N/A             N/A             N/A           N/A
Former President      2008      N/A        N/A        N/A         N/A           N/A             N/A             N/A           N/A
and Director

Richard Goodhart(3)   2009      N/A        N/A        N/A         N/A           N/A             N/A             N/A           N/A
Former President      2008      N/A        N/A        N/A         N/A           N/A             N/A             N/A           N/A
and Director
</TABLE>

----------
(1)  Mr. Polyhronopoulos was appointed Chief Executive Officer, Chief Financial
     Officer, Secretary, Treasurer and as a director on June 4, 2009.

                                       33
<PAGE>
(2)  Mr. DaSilva was appointed Chief Executive Officer, Chief Financial Officer,
     Secretary, Treasurer and as a director on January 20, 2009 and resigned on
     June 4, 2009.
(3)  Mr. Goodhart was appointed Chief Executive Officer, Chief Financial
     Officer, Secretary, Treasurer and as a director on July 15, 2008 and
     resigned on January 20, 2009.

STOCK OPTION GRANTS TO OUR NAMED EXECUTIVE OFFICERS

Our company did not grant any stock options to any named executive officers
during the year ended April 30, 2009.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

There were no outstanding equity awards granted to any named executive officer
as of April 30, 2009.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

There were no options outstanding, and hence no options exercised, by any named
executive officers during the year ended April 30, 2009.

COMPENSATION OF DIRECTORS

We do not have any agreements for compensating our directors for their services
in their capacity as directors, although such directors are expected in the
future to receive stock options to purchase shares of our common stock as
awarded by our board of directors.

PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. We have no material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or
may be paid to our directors or executive officers, except that stock options
may be granted at the discretion of the board of directors or a committee
thereof.

INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER
MANAGEMENT

None of our directors or executive officers or any associate or affiliate of our
company during the last two fiscal years, is or has been indebted to our company
by way of guarantee, support agreement, letter of credit or other similar
agreement or understanding currently outstanding.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

The following table sets forth, as of August 6, 2009, certain information with
respect to the beneficial ownership of our common shares by each shareholder
known by us to be the beneficial owner of more than 5% of our common shares, as
well as by each of our current directors and executive officers as a group. Each
person has sole voting and investment power with respect to the shares of common
stock, except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

  Name and Address                   Amount and Nature of            Percentage
 of Beneficial Owner                 Beneficial Ownership            of Class(1)
 -------------------                 --------------------            -----------

Georgio Polyhronopoulos                   3,000,000                     55.1%
29115 N 144th Street
Scottsdale AZ 85262

                                       34
<PAGE>
  Name and Address                   Amount and Nature of            Percentage
 of Beneficial Owner                 Beneficial Ownership            of Class(1)
 -------------------                 --------------------            -----------

Directors and Executive Officers
 as a Group(1)                            3,000,000                     55.1%

----------
(1)  Under Rule 13d-3, a beneficial owner of a security includes any person who,
     directly or indirectly, through any contract, arrangement, understanding,
     relationship, or otherwise has or shares: (i) voting power, which includes
     the power to vote, or to direct the voting of shares; and (ii) investment
     power, which includes the power to dispose or direct the disposition of
     shares. Certain shares may be deemed to be beneficially owned by more than
     one person (if, for example, persons share the power to vote or the power
     to dispose of the shares). In addition, shares are deemed to be
     beneficially owned by a person if the person has the right to acquire the
     shares (for example, upon exercise of an option) within 60 days of the date
     as of which the information is provided. In computing the percentage
     ownership of any person, the amount of shares outstanding is deemed to
     include the amount of shares beneficially owned by such person (and only
     such person) by reason of these acquisition rights. As a result, the
     percentage of outstanding shares of any person as shown in this table does
     not necessarily reflect the person's actual ownership or voting power with
     respect to the number of shares of common stock actually outstanding on
     August 6, 2009. As of August 6, 2009, there were 5,440,000 shares of our
     company's common stock issued and outstanding

CHANGES IN CONTROL

We are unaware of any contract or other arrangement the operation of which may
at a subsequent date result in a change in control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE

Except as disclosed herein, no director, executive officer, shareholder holding
at least 5% of shares of our common stock, or any family member thereof, had any
material interest, direct or indirect, in any transaction, or proposed
transaction since the year ended April 30, 2009, in which the amount involved in
the transaction exceeded or exceeds the lesser of $120,000 or one percent of the
average of our total assets at the year end for the last three completed fiscal
years.

DIRECTOR INDEPENDENCE

We currently act with one (1) director, consisting of George Polyhronopoulos. We
have determined that we do not have an "independent directors" as defined in
NASDAQ Marketplace Rule 4200(a)(15).

Currently our audit committee consists of our entire board of directors. We
currently do not have nominating, compensation committees or committees
performing similar functions. There has not been any defined policy or procedure
requirements for shareholders to submit recommendations or nomination for
directors.

Our board of directors has determined that it does not have a member of its
audit committee who qualifies as an "audit committee financial expert" as
defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.

From inception to present date, we believe that the members of our audit
committee and the board of directors have been and are collectively capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for the most recently completed fiscal year ended
April 30, 2009 and for fiscal year ended April 30, 2008 for professional
services rendered by the principal accountant for the audit of our annual
financial statements and review of the financial statements included in our
quarterly reports on Form 10-Q and services that are normally provided by the

                                       35
<PAGE>
accountant in connection with statutory and regulatory filings or engagements
for these fiscal periods were as follows:

                                                    Year Ended
                                                     April 30,
                                              2009              2008
                                             -------           -------
     Audit Fees                              $11,500           $11,500
     Audit Related Fees                            0                 0
     Tax Fees                                      0                 0
     All Other Fees                                0                 0
                                             -------           -------
     Total                                   $11,500           $11,500
                                             =======           =======

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that
require that before our independent auditors are engaged by us to render any
auditing or permitted non-audit related service, the engagement be:

     *    approved by our audit committee (which consists of our entire board of
          directors); or
     *    entered into pursuant to pre-approval policies and procedures
          established by the board of directors, provided the policies and
          procedures are detailed as to the particular service, the board of
          directors is informed of each service, and such policies and
          procedures do not include delegation of the board of directors'
          responsibilities to management.

Our board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by
our independent auditors and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining our independent
auditors' independence.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

     (1)  Financial statements for our company are listed in the index under
          Item 8 of this document

     (2)  All financial statement schedules are omitted because they are not
          applicable, not material or the required information is shown in the
          financial statements or notes thereto.

(b) Exhibits

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

(3)       ARTICLES OF INCORPORATION AND BY-LAWS

3.1       Articles of Incorporation (incorporated by reference from our
          Registration Statement on Form S-1 filed on August 4, 2008)

                                       36
<PAGE>
Exhibit
Number                                 Description
------                                 -----------

3.2       Bylaws (incorporated by reference from our Registration Statement on
          Form S-1 filed on August 4, 2008)

(10)      MATERIAL CONTRACTS

10.1      Purchase and Sale Agreement dated January 15, 2007 (incorporated by
          reference from our Registration Statement on Form S-1 filed on August
          4, 2008)

10.2      Form of Private Placement Subscription Agreement (incorporated by
          reference from our Registration Statement on Form S-1 filed on August
          4, 2008)

(31)      RULE 13A-14(D)/15D-14(D) CERTIFICATIONS

31.1*     Section 302 Certification

(32)      SECTION 1350 CERTIFICATIONS

32.1*     Section 906 Certification

----------
* Filed herewith.

                                       37
<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                       QUARTZ VENTURES INC.


                       /s/ Georgios Polyhronopoulos
                       ---------------------------------------------------------
                       Georgios Polyhronopoulos
                       President, Chief Executive Officer, Secretary, Treasurer,
                       Chief Financial Officer and Director
                       (Principal Executive Officer, Principal Financial Officer
                       and Principal Accounting Officer)

                       Date: August 11, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          Signature                                Title                              Date
          ---------                                -----                              ----
<S>                                  <C>                                         <C>


/s/ Georgios Polyhronopoulos          President, Chief Executive Officer,         August 11, 2009
----------------------------------    Secretary, Treasurer, Chief Financial
Georgios Polyhronopoulos              Officer and Director
</TABLE>

                                       38