UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-KSB



FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One)



|X| ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934.



For the fiscal year ended January 31, 2005



OR



|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934.



For the transition period from _______ to ___________.



Commission file number 0-29651



QUEST VENTURES INC.

(Exact name of registrant as specified in its charter)



Wyoming

06-1616453



(State or Other Jurisdiction of

(I.R.S. Employer Identification No.)

Incorporation of Organization)



#507, 837 West Hastings Street, Vancouver, BC

V6J 2H2



(Address of principal executive offices)

(ZIP Code)



Registrants telephone number, including area code:

(604) 685-1017





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

None





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

Common Shares, no par value



(Title of Class)



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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. |_|



2



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes |_| No |X|



Aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant at April 28th, 2005 (computed by reference to average of the bid and asked price on the NEX of the common shares on such date): $257,334.  Number of common shares outstanding at April 28th, 2005: 2,525,124.



DOCUMENTS INCORPORATED BY REFERENCE: NONE



PART I



Item 1.  Description of Business.



Certain statements contained in this Annual Report on Form 10-K (the "Report") of Quest Ventures Inc. (we or the "Company"), including, without limitation, statements containing the words "believes," "anticipates," "estimates," "expects," and words of similar import, constitute "forward-looking statements." Readers should not place undue reliance on these forward-looking statements.  Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including risks described in this Report, including the "Risk Factors" section contained in this Item 1, and the other documents the Issuer files with the Securities and Exchange Commission (the "SEC").



Business Development



As a result of disappointing results from operations of our music transfer business through iNoize.com Software Ltd.  (iNoize), and due to our inability to raise funds, as well as iNoizes inability to raise funding of its own, we wrote off our interest in the Shares (as defined below) during fiscal 2003.



Subsequently, by an Asset Purchase Agreement (the Asset Purchase Agreement), we agreed to sell to Mystic Development Corporation (Mystic) our 100% interest in 4,375,000 Class B voting common shares (the Shares) of iNoize.com Software Ltd. ("iNoize").  The 4,375,000 Shares represent a 46 2/3% minority interest in the outstanding shares of iNoize.  We also assigned to Mystic all of our interest in our wholly-owned subsidiary, Jackalope Audio, Inc., which owns the rights to the Jackalope website (www.jackalopeaudio.com).



As part of its acquisition of the Shares, Mystic has agreed to assume all of our obligations under the Technology License and Website Hosting and Management Agreement dated November 15, 2000 and amended June 30, 2001 (the License Agreement), whereby iNoize granted to us a non-exclusive worldwide right to use its proprietary software technology (the "iNoize Technology") under the domain name, Jackalopeaudio.com ("Jackalope").  Pursuant to the terms of the License Agreement, iNoize will provide all website hosting, technical and management services required to operate the website.  The License Agreement also permits the sublicensing of the iNoize Technology to any third party.









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Mystic has agreed to assume our obligation to pay royalties to iNoize of $0.02 Cdn. for each participating end-user, for the first 500,000 end users, and $0.05 Cdn. for each participating end-user thereafter.  The royalties will commence on the date the Jackalope website has 250,000 users.



The iNoize Technology permits peer-to-peer transmission of music files in digital format over the Internet by way of streaming audio without downloading capabilities.



Mystic has also assumed our obligations under the Shareholders' Agreement dated September 28, 2000, with the shareholders of all of the issued and outstanding share capital of iNoize and iNoize (the "Shareholders' Agreement").  Pursuant to the terms of the Shareholders' Agreement, we were granted a right of first refusal on any subsequent equity or debt financings of iNoize in excess of $20,000 Cdn.  We were also granted pre-emptive rights on any transfers of shares of iNoize.



iNoize is an arms length private company incorporated under the laws of the Province of British Columbia.  Mystic is a private company incorporated under the laws of the State of Colorado.  Anton J. Drescher, a director and President of the Company, is the controlling shareholder, President and sole director of Mystic and accordingly, our disposition of the Shares is a non-arms length transaction.



At the shareholders meeting held on June 22nd, 2004, the shareholders approved a change of our primary business focus to other business opportunities, including the acquisition, exploration and development of natural resource properties.  Although we are actively seeking a resource property, no decision has been made to date.



As part of our reorganization and change of business, we will be seeking shareholder approval at our next annual meeting to a consolidation of our shares on the basis of one new share for each two old shares.



We were incorporated under the laws of the Province of British Columbia on May 26, 1981 under the name "Force Energy Ltd.".  On September 10, 1981, we changed our name to "Force Resources Ltd.".  On December 1, 1994, we subsequently changed our name to "Force Technologies Inc." in connection with a consolidation of our share capital on a five old shares for one new share basis. On October 1, 1997, we changed our name to "Glassmaster Industries Inc." in connection with a forward split of our share capital on a one old share for two new shares basis.



Effective April 24, 1998, we continued our jurisdiction of registration from British Columbia, Canada to the State of Wyoming by filing a Certificate of Registration and Articles of Continuance in the office of the Secretary of State of Wyoming.



On January 19, 2000, we changed our name to "Interlink Systems Inc." in connection with a consolidation of our share capital on a ten old share for one new share basis.  On August 14, 2000, we changed our name from "Interlink Systems Inc." to "iQuest Networks Inc." in connection with the acquisition of our interest in iNoize.  We also concurrently effected a consolidation of our share capital on a one new share for two old shares basis.









4



Effective October 28th, 2003, our shares were consolidated on the basis of one new share for every four old shares, and the authorized share capital was subsequently increased from 25,000,000 common shares to 100,000,000 common shares.  In connection with the share consolidation, we changed our name to "Quest Ventures Inc.".



Pursuant to the Asset Purchase Agreement, we agreed to dispose of our former subsidiary, Jackalope Audio, Inc., a Yukon company so we no longer have any subsidiaries.



Business of Issuer



As a result of the disposition of our music transfer business pursuant to the Asset Purchase Agreement we are currently inactive.  We are in the process of seeking a new property or business, with a view to acquiring a natural resource property.  At the shareholders meeting held June 22nd, 2004, the shareholders approved a change of our primary business focus to other business opportunities, including the acquisition, exploration and development of natural resource properties, and authorized us to enter into one or more agreements that will result in the acquisition of one or more properties or businesses, in consideration for cash or common shares or any combination thereof at the discretion of our Board of Directors.



We may also consider acquiring interests in other high-technology start-up businesses by providing those businesses with access to capital as well as industry, marketing, bookkeeping and management services.  We may offer assistance and guidance in bookkeeping services as they relate to maintaining the daily books of a company, bank account reconciliations, and preparation of unaudited financial statements.  Anton J. Drescher, one of our directors and an officer, is a Certified Management Accountant in Canada and is therefore qualified to offer these types of services.  We also have two bookkeeping staff members available on a contract basis for basic bookkeeping duties.



Employees and Consultants



We do not currently have any employees.  In a management company, Harbour Pacific Capital Corp., controlled by one of our directors, performs administrative services on our behalf and bills us a fee for this service.  The management company provides full management services including bookkeeping services.



Critical Accounting Policies



Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, we evaluate these estimates, including those related to customer programs and incentives, bad debts, inventories, investments, intangible assets, income taxes, warranty obligations, impairment or disposal of long-lived assets, contingencies and litigation.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.









5



We consider the following accounting policies to be both those most important to the portrayal of our financial condition and that require the most subjective judgment:



•

Revenue recognition;

•

Impairment or disposal of long-lived assets; and

•

Deferred taxes.



Revenue recognition.  ecommerce revenue and other revenues are recognized in accordance with the terms of the specific agreement, which is generally upon delivery.  Banner advertising revenues are recognized ratably over the term of the related agreement.



Impairment or disposal of long-lived assets.  Long-lived assets are reviewed in accordance with Statement of Financial Accounting Standard (SFAS) 144.  Impairment or disposal of long-lived assets losses are recognized in the period the impairment or disposal occurs.  Long-lived assets are reduced to their estimated fair value.



Deferred taxes.  We record a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the amount may not be realized.  During 2002, we determined that it was no longer more likely than not that we would be able to realize all or part of our net deferred tax asset in the future, and an adjustment to provide a valuation allowance against the deferred tax asset that as charged to income.



RISK FACTORS



Set forth below and elsewhere in this Report are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this Report.



Suspension of Business Activities Due to Lack of Funding



We have had to suspend all business activities and dispose of our music transfer business as a result of our inability to raise sufficient funding for our day-to-day operations and iNoizes inability to raise sufficient monies to fund their operations.  We were also unable to fund the operations of iNoize, which in turn suspended its day-to-day operations.  Due to our current inability to raise funding, we do not currently have any assets and the price of our common stock may fall considerably.









6



Need for Additional Capital and Ability To Raise Additional Capital



As a result of the disposition of our primary assets, we do not have any source of revenues.  We have been unsuccessful in raising sufficient monies to sustain our operations.  We may not be able to raise additional funds for the acquisition of a new asset or business.  Our resources are not currently sufficient for our working capital and capital expenditure requirements.  We will need to raise additional funds through public or private debt or equity financing in order to:



•

seek out and acquire another property or business;



•

provide sufficient funding to allow us to activate a new business;



•

take advantage of opportunities, including expansion or acquisitions of additional businesses or technologies; or



•

develop new products or services.



If such funds are not available, the price of our common stock may fall considerably.  Additional financing may come in the form of private placement securities offerings or from bank financing.  If we issue additional shares to raise capital, existing shareholders will suffer a dilution of their stock ownership.  Any additional financing we may need may not be available on favourable terms or at all.  If adequate funds are not available or are not available on acceptable terms, we may not be able to acquire a new business or asset.



Our Independent Auditors Have Expressed Doubts About our Ability to Continue as A Going Concern



The report of our independent auditors on our January 31, 2005 financial statements includes a note stating that our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.  The outcome of these matters cannot be predicted, with any certainty, at this time.  We have historically satisfied our capital needs primarily by issuing equity securities.  We plan to provide for our capital needs during the year ended January 31, 2006 by seeking funding by the issuance of equity securities.



Certain of Our Directors and Officers Will Only Devote Part-Time Efforts to our Business



We conduct our operations through a management company, Harbour Pacific Capital Corp., controlled by one of our directors.  The management company provides full management services including accounting and administrative support.  None of our directors and officers will dedicate full-time employment to our operations.  Upon the acquisition of a new business or asset, management anticipates devoting up to twenty hours per week to our business.  Our officers have not entered into written employment agreements and are not expected to do so in the foreseeable future.  We have not obtained key man life insurance on our officers or directors. Notwithstanding the combined limited experience and time commitment of management, loss of the services of any of these individuals would adversely affect development of our business and our likelihood of continuing operations.









7



Ability to Retain Qualified Management Personnel



Our ability to recruit and retain capable and effective individuals is unknown.  The loss of the services of our current officers, or our inability to attract, motivate and retain highly qualified executive personnel in the future could result in the failure of or cause serious disruption to the development of our business.



Our Proposed Venture Capital Operations are Speculative



If we decide to proceed with acquiring other business interests, our success will depend to a large extent upon the operations, financial condition and management of the identified target company.  While we will prefer participating in acquisitions with businesses having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria.  In the event that we complete an acquisition, the success of the operations will depend upon management of the target company and numerous other factors beyond our control.  There is no assurance that we can successfully identify suitable target companies and consummate additional business acquisitions.



There is a Scarcity of and Competition for Business Acquisitions



In seeking out the acquisition of a new business interests, we will be an insignificant participant in the business of seeking equity participation in entities.  However, a large number of venture capital firms are active in mergers and acquisitions of companies which may also be merger or acquisition target candidates for us.  These entities may have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we may be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business acquisition.  Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates.



We do not have any current plans, arrangements, agreements, or understandings to acquire other businesses at this time.



Designation as a Penny Stock



Our securities may be deemed "penny stock" as defined in Rule 3a51-1 of the Securities and Exchange Act of 1934, as amended.  Such a designation could have a material adverse effect on the development of the public market for shares of our common stock.  Compliance with procedures relating to the sale by broker-dealers of penny stocks may make it more difficult for purchasers of our common stock to resell their shares to third parties or to otherwise dispose of such shares.



We Do Not Expect to Pay Any Dividends in the Foreseeable Future



We do not contemplate paying cash dividends in the foreseeable future. Future dividends will depend on our financial requirements.



Item 2.  Description of Properties.



Our principal executive offices and corporate offices are located in Vancouver, British







8



Columbia where we rent approximately 800 square feet at a monthly rent of $930 US ($1,150 Cdn).  As a result of the disposition of iNoize and related business, we no longer maintain an office on Old Lyme, Connecticut.



Item 3. Legal Proceedings.



There are no legal proceedings reportable pursuant to this section.  As of the date of this Form 10-KSB, neither we nor iNoize have been served with notice of any legal proceedings and do not contemplate undertaking any legal proceedings.



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



No matter was submitted to a vote of our security holders during the fourth quarter of the fiscal year covered by this report.



PART II



Item 5. Market for Common Equity and Related Stockholder Matters.



There is a limited public market for our common shares. Our common shares trade on the NEX, a new board of the TSX Venture Exchange ("TSX") under the symbol "QVI".  Our shares also trade on the Berlin Stock Exchange Unofficial Regulated Market under the trading symbol "IQ4" and on the Frankfurt Stock Exchange.  We have been assigned the trading symbol "IQNW" by the NASD, but do not currently trade in the United States.  However, we intend to apply to be quoted on the NASD's Over-the-Counter Bulletin Board in the future.



The following table shows the high and low sales prices (in US dollars) of our common shares as reported by the TSX (up to and including October 27th, 2003) and on NEX (from October 28th to present) for the periods indicated.



NEX(Symbol QVI)

Period

High

Low

(Cdn.$)

(Cdn.$)



Quarter ended April 30, 2003*

0.03

0.03

Quarter ended July 31, 2003*

0.03

0.02

Quarter ended October 31, 2003*

0.06

0.03

Quarter ended January 31, 2004

0.20

0.135

Quarter ended April 30, 2004

0.21

0.21

Quarter ended July 31, 2004

0.21

0.11

Quarter ended October 31, 2004

0.11

0.11

Quarter ended January 31, 2005

0.32

0.135

Period ended April 28, 2005

0.24

0.12



*Trading price in US dollars and prior to the four for one consolidation, which was effective October 28, 2003.









9



As at April 20th, 2005, we had approximately 303 registered stockholders holding 2,525,124common shares.



To date, we have not paid any dividends on our common shares and do not expect to declare or pay any dividends on such common shares in the foreseeable future. Payment of any dividends will depend upon future earnings, if any, our financial condition, and other factors as deemed relevant by the Board of Directors.



There were no sales of securities made by us during the year ended January 31, 2005.



Item 6.  Management's Discussion and Analysis or Plan of Operation.



Forward Looking Statements



This report on Form 10-KSB contains certain forward-looking statements within the meaning of Section 21e of the Securities Exchange Act of 1934, as amended, and other applicable securities laws.  All statements other than statements of historical fact are forward-looking statements for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing.  Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.



Plan of Operation



Our plans over the next twelve months consist primarily of raising equity financing in order to seek the acquisition of a new business or asset.



We do not have sufficient working capital to meet our current cash requirements.  Management will be seeking to arrange additional equity financing in the upcoming months.  In the event that management is unable to raise sufficient funding, then our current cash requirements will be met by way of shareholder loans.  Any funds raised will be used to seek the acquisition of a new business or asset.  Upon acquiring a new business or asset, we will utilize any additional capital on development of such business or asset, and for general and administrative expenses.  The quantity of funds to be raised and the terms of any equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise.  Specific plans will be devised once financing has been completed and management knows what funds will be available for these purposes.  There is no guarantee, however, that we will meet working capital requirements on a continued basis.



Results of Operations



We incurred a loss before comprehensive items of $61,474 for the year ended January 31, 2005, compared to a loss of $64,852 for the year ended January 31, 2004.  The operating expenses incurred during the year ended January 31, 2005 were similar to those expenses incurred during







10



the year ended January 31, 2004.  As a result of decreased activity and disposition of our primary asset, our filing fees, office and general expenses and professional fees were reduced during the years ended January 31, 2004 and January 31, 2005.



We do not anticipate receiving any revenues until such time as we are successful in acquiring a new business or asset and such business or asset is developed to the extent that revenues may be generated.  We are engaged in business for profit, but cannot predict future profitability.



We do not maintain our own staff.  A management company, Harbour Pacific Capital Corp., controlled by one of our directors, performs an administrative service on our behalf and bills us a fee for this service.  The management company provides full management services including bookkeeping services.



Liquidity and Capital Resources



We had cash of $60 as of January 31, 2005, compared to $335 at January 31, 2004, a decrease of $295.  We do not have sufficient funds on hand for our current operations.  Our management has continued to provide capital and will finance current operations through equity financings.  We anticipate that we will operate at a loss for the foreseeable future.  We have no agreements for additional financing and we can provide no assurance that additional funding will be available to us on acceptable terms in order to enable us to complete any plan of operations.



Our capital requirements depend on numerous factors, including our ability to acquire a new business or asset, and the funding necessary to develop such business or asset to an extent that it generates revenues.



Item 7.  Financial Statements.



The financial statements and supplementary financial information required to be filed under this item are presented on pages F-1 through F-21 of this Report and are incorporated herein by reference.



Item 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



None



Item 8A.  Controls and Procedures



Evaluation of Disclosure Controls and Procedures



As of January 31, 2005, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures.  Disclosure controls and procedures are the controls and other procedures that we designed to ensure that our records, processes, summarizes and reports in a timely manner the information we must disclose in reports that we file with or submit to the SEC.  Our Chief Executive Officer and Chief Financial Officer participated in this evaluation.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the date of their evaluation, our disclosure controls and procedures were effective.









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There have been no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART III



Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.



The following table sets forth the name, age, position, and period of service in his present position of each director and executive officer:



Name

Age

Position

Period of Service



Anton J. Drescher (1) (2)

48

Director, Chief Executive Officer and President

Since 1993

Gerhard Drescher (1) (2)

42

Director

Since 2000

Rowland Perkins (1) (2)

51

Director

Since 2005

Donna M. Moroney

45

Corporate Secretary and Chief Financial Officer

Since 2005



(1)

Member of the Audit Committee

(2)

Pursuant to our Articles, all directors serve until such time as their successor has been elected, until they resign or until they are removed by majority vote at a meeting of the Issuer's shareholders.  Officers are elected by the directors and serve until such time as their successor is appointed, until they resign or until they are removed by the directors.



Executive Officers and Directors:



Anton (Tony) J. Drescher has served as Director since December 1998 and was appointed as President and Chief Executive Officer in December 2004.  During the past 5 years to present, Mr. Drescher has provided administrative and consulting services in his capacity as President and a Director of Harbour Pacific Capital Corp. since 1998 and Westpoint Management Consultants Ltd. of Vancouver, British Columbia, Canada since 1978.  Mr. Drescher also currently serves or has served as a director and/or officer of the following TSX listed companies during the last 5 years: Amanta Resources Ltd. (1997 to 2004), International Tower Hill Mines Ltd. (October 1991 to the present), USA Video Interactive Corp. (June 1993 to the present), Northern Pine Ventures Inc. (February 2003 to present), ACT Industrial Corporation (April 1994 to February 1998), Cardero Resource Corp. (March 1996 to April 2000) and Consolidated Team Resources Corp. (May 1994 to December 1995).  Mr. Drescher obtained a Diploma in Financial Management from the British Columbia Institute of Technology in June 1974.  He also obtained his Certified Management Accountant's designation in October 1981.



Gerhard (Gary) Jakob Drescher has been a Director since July 7, 2000.  From 1989 to present, Mr. Drescher has been the President of Python Technologies of Delta, British Columbia, Canada, an electronics consulting firm. Mr. Drescher has also served as Director of Amanta Resources Ltd.. (formerly "Cal-Star Inc.") (April 1994  July 2004), and serves as a director of Northern Pine Ventures Inc. (June 2004  present), both companies listed on the TSX.









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Rowland Perkins has been a Director since January 2005.  Mr. Perkins is also a director of USA Video Interactive Corp. (January 2005  present), and a Director of International Tower Hill Mines Ltd. (1998  present), both TSX listed companies.  He has been President and a director of eBackup Inc., of Calgary, Alberta, since 2001.  He was previously The Alberta Regional Manager of Securitinet Storage Solutions from 1999 to 2001, Vice-President of Simul Corp. from 1997 to 1999 and President of Franchise Network from 1994 to 1997.



Donna M. Moroneyhas been our Corporate Secretary since January 2005.  Ms. Moroney has been a self-employed consultant, providing regulatory compliance and corporate secretary services to public companies since 1992 and has been an instructor of corporate/securities law for paralegals.  Ms. Moroney currently serves as Corporate Secretary of the following TSX listened companies:  International Tower Hill Mines Ltd. (1997  present); U.S. Oil and Gas Resources Inc., (2003 to present), AccelRate Power Systems Inc. (2004  present) and serves as Corporate Secretary of Garuda Capital Corp. (2004  present), a public company reporting in the United States.



Family Relationships



Gerhard (Gary) Jakob Drescher, one of our directors is the brother of Anton (Tony) J. Drescher, a director and our President and Chief Executive Officer.



Involvement in Legal Proceedings



During the past five years, no director or officer has been:



•

a general partner or executive officer of a business against which a bankruptcy petition was filed;



•

convicted in a criminal proceeding or is currently subject to a pending criminal proceeding;



•

subject to any order, judgement or decree of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending him/her from, or otherwise limiting his/her involvement in, any type of business, securities or banking activities; or



•

found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), requires that reports of beneficial ownership of capital stock and changes in such ownership be filed with the SEC by Section 16 "reporting persons," including directors, certain officers, and holders of more than 10% of the outstanding common shares. We are required to disclose in this Annual Report on Form 10-KSB each reporting person whom we know to have failed to file any required reports under Section 16 on a timely basis during the fiscal year ended January 31, 2005.









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To our knowledge, based solely on a review of copies of Forms 3, 4 and 5 furnished to us and written representations that no other reports were required, during the fiscal year ended January 31, 2005, our officers, directors and 10% shareholders complied with all Section 16(a) filing requirements applicable to them except as follows:



None



Code of Ethics



We have adopted a Code of Ethics and Corporate Disclosure Policy that applies to our directors, officers and employees and Corporate Governance Guidelines that applies to our directors and officers.  A copy of the Code of Ethics, Corporate Disclosure Policy and Corporate Governance Guidelines are available in print to any shareholder who requests a copy by sending a written request to our corporate secretary at #507, 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6.



Audit Committee



The Audit Committee assists our Board of Directors in its oversight of the quality and integrity of our accounting, audit and reporting practices.  The Audit Committees role includes discussing with management our processes to manage business and financial risk and for compliance with significant applicable legal, ethical and regulatory requirements.  The Audit Committee is responsible for the appointment, replacement, compensation and oversight of the independent auditor engaged to prepare or issue audit reports on our financial statements.  The Audit Committee relies on the expertise and knowledge of management and the independent auditor in carrying out its oversight responsibilities.  The specific responsibilities in carrying out the Audit Committees oversight role are delineated in the Audit Committee Charter, which was attached as an exhibit to our Form 10-KSB for the year ended January 31, 2004.



The Audit Committee of the Board of Directors consists of Anton J. Drescher, Gerhard Drescher and Rowland Perkins.  Anton J. Drescher serves as Chairman.  The Board of Directors had determined that each Audit Committee member has sufficient knowledge in financial and accounting matters to serve on the Committee and that each member is an audit committee financial expert as defined by SEC rules.



Item 10.  Executive Compensation.



The following table sets forth compensation awarded to, earned by or paid to our Chief Executive Officer (CEO), and to other persons serving as executive officers as of January 31, 2005, whose salary and bonus for such year exceeded $100,000 (collectively, the "Named Executive Officers") for the last three completed fiscal years.









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|                                                    |                                          |             |             |                                 | Long Term Compensation   
|--------------------------------------------------- | ---------------------------------------- | ----------- | ----------- | ------------------------------- | -------------------------
|                                                    | Summary Compensation
Annual Compensation | Awards      | Payouts    
|Name and Principal
Position                         | Year                                     | Salary      | Bonus       | Other
Annual
Compen-
sation     | Restricted
Stock
Award(s)
|                                                    |                                          | $           | $           | $                               | $                        
|Desrosiers,
Christopher
Former President /
Director | 2005
2004
2003                           | -0-
-0-
-0- | -0-
-0-
-0- | -0-
-0-
-0-                     | -0-
-0-
-0-              
|Drescher, Anton  J.
CEO, President
Director         | 2005
2004
2003                           | -0-
-0-
-0- | -0-
-0-
-0- | (1) 25,970
(1)23,878
(1) 24,214 | -0-
-0-
-0-              
|Bonin,
Norman J.
Former Director                    | 2005
2004
2003                           | -0-
-0-
-0- | -0-
-0-
-0- | --0-
-0-
-0-                    | -0-
-0-
-0-              
|Drescher,
Gerhard J.
Director                       | 2005
2004
2003                           | -0-
-0-
-0- | -0-
-0-
-0- | -0-
-0-
-0-                     | -0-
-0-
-0-              
|Perkins,
Rowland
Director                           | 2005                                     | -0-         | -0-         | -0-                             | -0-                      

(1)

Represents consulting fees paid to Mr. Drescher through Harbour Pacific Capital Corp., a consulting firm wholly-owned by him, for management services.  The services include financial record keeping, secretarial and receptionist duties.  It also includes bookkeeping fees of $2,818for the year ended January 31, 2005($3,478 for 2004; and $3,814 for 2003).



The following table sets forth certain information concerning grants of stock options to the Named Executive Officers during the year ended January 31, 2005.



|OPTION/SAR GRANTS IN LAST FISCAL YEAR
|-------------------------------------
|                                     
|                                     
|Desrosiers,
Christopher (1)          
|Drescher, Anton J.                   
|Bonin, Norman (2)                    
|Drescher, Gerhard                    
|Perkins, Rowland                     







15



(1)

Christopher Desrosiers resigned as a director effective December 21, 2004.

(2)

Norman Bonin resigned as a director effective January 21, 2005.

(3)

No stock options were granted to employees and consultants during year ended January 31, 2005.



The following table sets forth certain information concerning exercises of stock options by the Named Executive Officers during the year ended January 31, 2005 and stock options held at year end.



Aggregated Option / SAR Exercises in Last Fiscal Year and FY-End Option / SAR Values



|Aggregated Option / SAR Exercises in Last Fiscal Year and FY-End Option / SAR Values
|------------------------------------------------------------------------------------
|                                                                                    
|Name                                                                                
|Desrosiers,
Christopher (1)                                                         
|Drescher,
Anton J.                                                                  
|Bonin,
Norman J. (2)                                                                
|Drescher, Gerhard J.                                                                
|Perkins, Rowland                                                                    



(1)

Christopher Desrosiers resigned as a director effective December 21, 2004.

(2)

Norman Bonin resigned as a director effective January 21, 2005.

(3)

On January 31, 2005, the average of the high and low bid prices of the common shares on the NEX was $0.2625 Cdn.



Compensation of Directors



Directors receive no compensation for their service as such.



Employment Contracts



We do not have an employment contract with the Named Executive Officers.  We have no obligation to provide any compensation to any Named Executive Officer in the event of his resignation, retirement or termination, or a change in control of the Company, or a change in any Named Executive Officers' responsibilities following a change in control.



We may in the future create retirement, pension, profit sharing and medical reimbursement plans covering its Executive Officers and Directors.









16



Item 11.  Security Ownership of Certain Beneficial Owners and Management.



The following table sets forth as of April 20th, 2005, the number of outstanding common shares beneficially owned by (i) each person known to us to beneficially own more than 5% of our outstanding common shares, (ii) each director, (iii) each Named Executive Officers, and (iv) all officers and directors as a group.



|Name                                                            | Common Shares Owned | Percentage of Class
|--------------------------------------------------------------- | ------------------- | -------------------
|Anton J. Drescher                                               | 246,178             | 9.75%              
|Ray C. Jones                                                    | 134,500             | 5.33%              
|Rowland Perkins                                                 | -0-l                | N/A                
|Gerhard J. Drescher                                             | -0-                 | N/A                
|All Executive Officers and Directors as a Group (three persons) | 380,678             | 15.08%             



(1)

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

(2)

The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.



Item 12.  Certain Relationships and Related Transactions.



In the year ended January 31, 2005, we paid consulting fees of $25,970 to Harbour Pacific Capital Corp., a company controlled by Anton J. Drescher, for management services.  The services include bookkeeping and financial record keeping, secretarial and receptionist duties.



Item 13. Exhibits and Reports on Form 8-K.



(a)(1)

Financial Statements Independent Auditors' Reports Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Operations Consolidated Statements of Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements



(a)(2)

All schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto included in this Report.



(b)

Reports on Form 8-K



(i)

On December 21st, 2004, we announced that Christopher Desrosiers has resigned as a director and President of the Company in order to pursue other opportunities in the music industry.  Anton J. Drescher, a director of the Company, was elected as President in place of Mr. Desrosiers and Donna M. Moroney was appointed as Corporate Secretary.









17



(ii)

On January 21st, 2005 we announced that Norman J. Bonin resigned as a director.  Rowland Perkins was appointed as a director.  Mr. Perkins is the President and a director of eBackup Inc., a Calgary based company which provides customers with full back up, archiving, data management and restoration of electronic data by hard-wired or wireless internet or dedicated Virtual Private Network access to its computers and systems.



(iii)

On March 31st, 2005 we announced that we agreed to assign to Mystic our 100% interest in the Shares (the Shares) of iNoize.  We also assigned to Mystic all of our interest in our wholly-owned subsidiary, Jackalope Audio, Inc., which owns the rights to the Jackalope website (www.jackalopeaudio.com).



As part of its acquisition of the Shares, Mystic agreed to assume all of our obligations under the License Agreement, whereby iNoize granted a non-exclusive worldwide right to the iNoize Technology under the domain name, Jackalopeaudio.com ("Jackalope").



Mystic agreed to assume our obligation to pay royalties to iNoize of $0.02 Cdn. for each participating end-user, for the first 500,000 end users, and $0.05 Cdn. for each participating end-user thereafter.  The royalties will commence on the date the Jackalope website has 250,000 users.



Mystic also assumed our obligations under the Shareholders' Agreement.  Pursuant to the terms of the Shareholders' Agreement, we were granted a right of first refusal on any subsequent equity or debt financings of iNoize in excess of $20,000 Cdn.  We were also granted pre-emptive rights on any transfers of shares of iNoize.



iNoize is an arms length private company incorporated under the laws of the Province of British Columbia.  Mystic is a private company incorporated under the laws of Colorado.  Anton J. Drescher, a director and President of the Company, is the controlling shareholder, President and sole director of Mystic and accordingly, our disposition of the Shares is a non-arms length transaction.



At our shareholders meeting held on June 22nd, 2004, the shareholders approved a change of our primary business focus to other business opportunities, including the acquisition, exploration and development of natural resource properties.  Although we are actively seeking a resource property, no decision has been made to date.



As part of our reorganization and change of business, we will be seeking shareholder approval at our next annual meeting to a consolidation of our shares on the basis of one new share for each two old shares.



(c)

Exhibits



3.1

Certificate of Incorporation dated May 26, 1981 (incorporated by reference from Exhibit 3.1 to the registrant's Form 10-SB).









18



3.2

Memorandum filed with the British Columbia Registrar of Companies (the "Registrar") on May 26th, 1981 (incorporated by reference from Exhibit 3.2 to the registrant's Form 10-SB).



3.3

Articles of Incorporation of the Issuer dated May 26, 1981 (incorporated by reference from Exhibit 3.3 to the registrant's Form 10-SB).



3.4

Special Resolution dated September 1, 1981 approving change of name from Force Energy Ltd. to Force Resources Ltd. (incorporated by reference from Exhibit 3.4 to the registrant's Form 10-SB).



3.5

Certificate of Change of Name from Registrar dated September 10, 1981 changing name from Force Energy Ltd. to Force Resources Ltd. (incorporated by reference from Exhibit 3.5 to the registrant's Form 10-SB).

3.6

Special Resolution dated November 29, 1994 approving change of name from Force Resources Ltd. to Force Technologies Inc. (incorporated by reference from Exhibit 3.6 to the registrant's Form 10-SB).



3.7

Certificate of Change of Name from Registrar dated December 1, 1994 changing name from Force Resources Ltd. to Force Technologies Inc. (incorporated by reference from Exhibit 3.7 to the registrant's Form 10-SB).



3.8

Special Resolution dated September 25, 1997 approving change of name from Force Technologies Inc. to Glassmaster Industries Inc. (incorporated by reference from Exhibit 3.8 to the registrant's Form 10-SB).



3.9

Certificate of Change of Name from Registrar dated October 31, 1997 changing name from Force Technologies Inc. to Glassmaster Industries Inc. (incorporated by reference from Exhibit 3.9 to the registrant's Form 10-SB).



3.10

Special Resolution dated September 25, 1997 approving a subdivision of the share capital on a one for two basis (incorporated by reference from Exhibit 3.10 to the registrant's Form 10-SB).



3.11

Application for Certificate of Registration and Articles of Continuance into the State of Wyoming filed April 24, 1998 (incorporated by reference from Exhibit 3.11 to the registrant's Form 10-SB).



3.12

Articles of Incorporation and Articles of Continuance of incorporation from British Columbia to Wyoming dated April 24, 1998 from Secretary of State for Wyoming (incorporated by reference from Exhibit 3.12 to the registrant's Form 10-SB).



3.13

Articles of Correction filed January 7, 1999 changing authorized share capital from 50,000,000 to 100,000,000 (incorporated by reference from Exhibit 3.13 to the registrant's Form 10-SB).



3.14

Articles of Amendment (by Shareholders) filed January 20, 2000 changing name from Glassmaster Industries Inc. to Interlink Systems Inc. and ten for one reverse stock Split (incorporated by reference from Exhibit 3.14 to the registrant's Form 10-SB).









19



3.15

Articles of Amendment (by Shareholders) dated January 20, 2000 (incorporated by reference from Exhibit 3.15 to the registrant's Form 10-SB).



3.16

Articles of Amendment to Articles of Incorporation filed July 28, 2000 changing name from Interlink Systems Inc. to iQuest Networks Inc. (incorporated by reference from Exhibit 3.16 to the registrant's Form 10-SB).

3.17

Articles of Amendment (by Shareholders) filed July 28, 2000 (two for one reverse stock split) (incorporated by reference from Exhibit 3.17 to the registrant's Form 10-SB).



3.18

Articles of Amendment (by Shareholders) filed July 28, 2000 (incorporated by reference from Exhibit 3.18 to the registrant's Form 10-SB).

3.19

Articles of Amendment (by Shareholders) filed October 28, 2003 regarding four for one reverse stock split and change of name from iQuest Networks Inc. to Quest Ventures Inc.



10.1

Amended Term Sheet dated June 1, 2000 between and iNoize (incorporated by reference from Exhibit 10.1 to the registrant's Form 10-SB).



10.2

Subscription Agreement dated September 28, 2000 between the Issuer and iNoize whereby the Issuer purchased 2,500,000 common shares of iNoize (incorporated by reference from Exhibit 10.2 to the registrant's Form 10-SB).



10.3

Shareholders' Agreement dated September 28, 2000 among the Issuer, iNoize and the shareholders of iNoize (incorporated by reference from Exhibit 10.3 to the registrant's Form 10-SB).



10.4

Technology License and Website Hosting and Management Agreement dated November 15, 2000 between the Issuer and iNoize (incorporated by reference from Exhibit 10.4 to the registrant's Form 10-SB).



10.5

Subscription Agreement dated May 25, 2001 between iNoize and the Issuer whereby the Issuer subscribed for 1,875,0900 Class B common shares of iNoize (incorporated by reference from Exhibit 10.5 to the registrant's Form 10-SB).



10.6

2001 Stock Option Plan adopted July 20, 2001 (incorporated by reference from Exhibit 10.6 to the registrant's Form 10-SB).



10.7

License Agreement dated January 23, 2002 with Broadcast Music Inc. (incorporated by reference from Exhibit 10.7 to the registrant's Form 10-SB).



21.

Subsidiaries of the registrant:



None



31.1

Certification of the Chief Executive Officer Pursuant To Rule 13a-14 Or 15d-14 of the Securities Exchange Act Of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002









20





31.2

Certification of the Chief Financial Officer Pursuant To Rule 13a-14 Or 15d-14 of the Securities Exchange Act of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1

Charter of the Audit Committee of the Board of Directors (incorporated by reference from Exhibit 99.1 to  the registrant's Form 10-KSB for the year ended January 31, 2004)



Item 14.  Principle Accountant Fees and Services



Audit and Non-Audit Fees



The following table presents fees for the professional audit services rendered by Amisano Hanson, Chartered Accountants, for the audit of our annual financial statements for the years ended January 31, 2005 and 2004 and fees billed for other services rendered by Amisano Hanson, Chartered Accountants, during those periods.



|Year ended January 31  | 2005     | 2004      
|---------------------- | -------- | ----------
|Audit fees             | $4,950   | $7,234    
|Audit-related fees (1) | $      0 | $        0
|Tax fees (2)           | $      0 | $        0
|All other fees (3)     | $4,179   | $4,592    
|Total                  | $9,129   | $11,826   



(1)

Audit-related fees consist of assurance and related services that are reasonably related to the performance of the audit of our financial statements. The category includes fees related to the performance of audits and attest services not required by statute or regulation, audits of our benefit plans, due diligence related to acquisitions, agreed-upon procedures, and accounting consultations regarding the application of generally accepted accounting principals to proposed transactions.



(2)

Tax fees consist of the aggregate fees billed for professional service rendered by Amisano Hanson, Chartered Accountants, for tax compliance, tax advice, and tax planning (domestic and international).



(3)

Other fees consist primarily of the aggregate fees billed for professional services rendered by Amisano Hanson, Chartered Accountants, related to a business continuity engagement.



Beginning in the fiscal year ended January 31, 2004, the Audit Committee reviews all audit and non-audit related fees at least annually.  The Audit Committee pre-approved all audit and non-audit related services in the year ended January 31, 2005. The Audit Committee had concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of Amisano Hanson, Chartered Accountants.









21



SIGNATURES



In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated:   April 28th, 2005





QUEST VENTURES INC.







By:

/s/Anton J. Drescher



Anton J. Drescher,

Chief Executive Officer



In accordance with 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.



Signature

Title

Date



/s/ Anton J. Drescher

Chief Executive Officer, Director

April 28th, 2005

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

Anton J. Drescher





/s/ Gerhard J. Drescher

Director

April 28th, 2005

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

Gerhard J. Drescher





/s/ Rowland Perkins

Director

April 28th, 2005

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

Rowland Perkins

















Exhibit 31.1



CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER  PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Anton J. Drescher, certify that:



1.

I have reviewed this annual report on Form 10-KSB of Quest Ventures Inc.;



2.

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



3.

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



4.

The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:



a)

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



b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)

Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d)

Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and







5.

The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions):



a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and



b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting.



Date:

April 28th, 2005

/s/Anton J. Drescher



Anton J. Drescher,

Chief Executive Officer











Exhibit 31.2



CERTIFICATION OF THE CHIEF FINANCIAL OFFICER  PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Donna M. Moroney, certify that:



1.

I have reviewed this annual report on Form 10-KSB of Quest Ventures Inc.;



2.

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



3.

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



4.

The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:



a)

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



b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c)

Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d)

Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and









5.

The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions):



a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and



b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting.



Date:

April 28th, 2005

/s/Donna M. Moroney



Donna M. Moroney,

Chief Financial Officer













Exhibit 32.1





CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Quest Ventures Inc. (the Company) on Form 10-KSB for the year ended January 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Anton J. Drescher, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that:



1)

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



2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





By:

/s/Anton J. Drescher



Anton J. Drescher,

Chief Executive Officer

April 28th, 2005













Exhibit 32.2





CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Quest Ventures Inc. (the Company) on Form 10-KSB for the year ended January 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Donna M. Moroney, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that:



1)

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



2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





By:

/s/Donna M. Moroney



Donna M. Moroney,

Chief Financial Officer

April 28th, 2005





F-1



























QUEST VENTURES INC.

(A Development Stage Company)

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2005 and 2004

(Stated in US Dollars)





F-2



|A PARTNERSHIP of INCORPORATED PROFESSIONALS | AMISANOHANSON       
|------------------------------------------- | --------------------
|                                            | CHARTEREDACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,

Quest Ventures Inc.

(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of Quest Ventures Inc. (A Development Stage Company) and subsidiaries as of January 31, 2005 and 2004 and the related consolidated statements of operations, cash flows and stockholders deficiency for each of the years in the three year period ended January 31, 2005 and for the period from inception of the development stage, February 1, 1997 to January 31, 2005.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements referred to above present fairly, in all material respects, the financial position of Quest Ventures Inc. as of January 31, 2005 and 2004 and the results of their operations and their cash flows for each of the years in the three year period ended January 31, 2005 and for the period from inception of the development stage, February 1, 1997 to January 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements, the Company is in the development stage, and has no established source of revenue and is dependent on its ability to raise capital from stockholders or other sources to sustain operations.  These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

|Vancouver, Canada                                                      | AMISANO HANSON     
|---------------------------------------------------------------------- | ---------------------
|February 23, 2005, except as to Note 11, which is as of March 31, 2005 | Chartered Accountants

Comments by Auditors for Canadian Readers on U.S.- Canada Reporting Conflict

In Canada, reporting standards for auditors do not require the addition of an explanatory paragraph (following the opinion paragraph) or a reservation of opinion when the consolidated financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going concern and such doubt is accounted for and disclosed in accordance with Canadian generally accepted accounting principles.

Our report to the stockholders dated February 23, 2005, except as to Note 11, which is as of March 31, 2005, is expressed in accordance with the standards of the Public Company Accounting Oversight Board (United States of America), which requires an explanatory paragraph in the auditors report.

|Vancouver, Canada                                                      | AMISANO HANSON     
|---------------------------------------------------------------------- | ---------------------
|February 23, 2005, except as to Note 11, which is as of March 31, 2005 | Chartered Accountants







F-3



QUEST VENTURES INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

January 31, 2005 and 2004

(Stated in US Dollars)

|ASSETS                                            | 2005                                                     | 2004                           
|------------------------------------------------- | -------------------------------------------------------- | -------------------------------
|Current                                           |                                                          |                                
|Cash                                              | $        60                                              | $          335                 
|Amount receivable                                 | 2,196                                                    | 1,189                          
|Prepaid expenses                                  | 898                                                      | 929                            
|                                                  | 3,154                                                    | 2,453                          
|Advance receivable  Note 4                       | -                                                        | 1,150                          
|Equipment  Note 3                                | 3,300                                                    | 4,870                          
|Investment  Note 4                               | -                                                        | 1                              
|                                                  | $   6,454                                                | $       8,474                  
|                                                  |                                                          |                                
|                                                  | LIABILITIES                                              |                                
|Current                                           |                                                          |                                
|Accounts payable and accrued liabilities  Note 7 | $ 36,323                                                 | $     15,655                   
|Due to related parties  Note 7                   | 83,331                                                   | 40,425                         
|Loans payable  Note 6                            | 6,072                                                    | 3,768                          
|                                                  | 125,726                                                  | 59,848                         
|                                                  | STOCKHOLDERS' DEFICIENCY                                 |                                
|                                                  | Capital stock                                            |                                
|                                                  | Authorized:                                              |                                
|                                                  | 100,000,000                                              | common shares without par value
|                                                  | Issued:                                                  |                                
|                                                  | 2,525,124 common shares (2004:  2,525,124 common shares) | 5,212,211                      
|                                                  | Deficit accumulated during the development stages        | (5,304,451)                    
|                                                  | Accumulated other comprehensive loss                     | (27,032)                       
|                                                  |                                                          | (119,272)                      
|                                                  |                                                          | $       6,454                  

Nature and Continuance of Operations  Note 1

Commitments  Note 5

Subsequent Events  Note 11



|APPROVED BY THE DIRECTORS: |          |                
|-------------------------- | -------- | ---------------
|Anton J. Drescher        | Director |                
|Anton J. Drescher          |          | Rowland Perkins

SEE ACCOMPANYING NOTES





F-4



QUEST VENTURES INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

for the years ended January 31, 2005, 2004 and 2003

and February 1, 1997 (Date of Inception of Development Stage) to January 31, 2005

(Stated in US Dollars)

|                                                       |           |           |             | February 1, 1997
|------------------------------------------------------ | --------- | --------- | ----------- | ----------------
|                                                       |           |           |             | (Date of        
|                                                       |           |           |             | Inception of    
|                                                       |           |           |             | Development     
|                                                       |           |           |             | Stage) to       
|                                                       | Years     | ended     | January 31, | January 31,     
|                                                       | 2005      | 2004      | 2003        | 2005            
|General and Administrative Expenses                    |           |           |             |                 
|Amortization of capital assets                         | $   1,570 | $   1,920 | $   2,032   | $   3,328       
|Automobile expenses                                    | -         | -         | -           | 1,672           
|Consulting fees  Note 7                               | 23,152    | 20,400    | 20,400      | 329,504         
|Filing fees                                            | 5,695     | 5,867     | 6,902       | 37,367          
|Insurance                                              | -         | -         | -           | 1,318           
|Management fees  Note 7                               | -         | -         | -           | 87,486          
|Office and general  Note 7                            | 2,933     | 5,022     | 7,751       | 143,381         
|Printing                                               | -         | -         | -           | 6,989           
|Professional fees  Note 7                             | 11,737    | 17,542    | 23,398      | 213,355         
|Product marketing                                      | -         | -         | 9,489       | 46,315          
|Rent                                                   | 10,650    | 10,000    | 12,272      | 100,173         
|Telephone                                              | -         | -         | 4,011       | 42,922          
|Transfer agent fees                                    | 3,562     | 4,110     | 2,624       | 26,123          
|Travel and entertainment                               | 998       | -         | -           | 44,800          
|Website maintenance                                    | -         | -         | 1,995       | 51,311          
|Loss before non-operating items                        | (60,297)  | (64,861)  | (90,874)    | (1,146,044)     
|Non-operating items                                    |           |           |             |                 
|Gain on settlement of accounts payable                 | -         | -         | -           | 15,833          
|Equity share of income (loss) from
investment  Note 4 | -         | -         | 7,739       | (113,963)       
|Loss on write-down of investment and
advances  Note 4 | (1,177)   | -         | (111,225)   | (112,462)       
|Gain on sale of subsidiary                             | -         | -         | -           | 200             
|Interest income                                        | -         | 9         | 68          | 3,580           
|Severance pay  Note 7                                 | -         | -         | -           | (50,000)        
|Loss on disposal of capital assets                     | -         | -         | (2,918)     | (4,318)         
|                                                       | (1,177)   | 9         | (105,836)   | (261,070)       
|Loss from continuing operations                        | (61,474)  | (64,852)  | (196,710)   | (1,407,114)     

/Contd.

SEE ACCOMPANYING NOTES

F-5



QUEST VENTURES INC.

Continued

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

for the years ended January 31, 2005, 2004 and 2003

and February 1, 1997 (Date of Inception of Development Stage) to January 31, 2005

(Stated in US Dollars)



|                                    |            |            |             | February 1, 1997
|----------------------------------- | ---------- | ---------- | ----------- | ----------------
|                                    |            |            |             | (Date of        
|                                    |            |            |             | Inception of    
|                                    |            |            |             | Development     
|                                    |            |            |             | Stage) to       
|                                    | Years      | ended      | January 31, | January 31,     
|                                    | 2005       | 2004       | 2003        | 2005            
|                                    |            |            |             |                 
|Loss from discontinued operations   | -          | -          | -           | (546,870)       
|                                    |            |            |             |                 
|Net loss for the year               | (61,474)   | (64,852)   | (196,710)   | (1,953,984)     
|                                    |            |            |             |                 
|Other comprehensive income (loss):  |            |            |             |                 
|Foreign currency adjustments        | (6,424)    | (1,366)    | 3,535       | (27,032)        
|                                    |            |            |             |                 
|Comprehensive loss                  | $
(67,898) | $
(66,218) | $
(193,175) | $
(1,981,016)   
|                                    |            |            |             |                 
|Basic loss per share                | $
(0.02)   | $
(0.03)   | $
(0.08)    |                 
|                                    |            |            |             |                 
|Weighted average shares outstanding | 2,525,124  | 2,525,124  | 2,525,124   |                 
|                                    |            |            |             |                 





SEE ACCOMPANYING NOTES







F-6

QUEST VENTURES INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended January 31, 2005, 2004 and 2003

and February 1, 1997 (Date of Inception of Development Stage) to January 31, 2005

(Stated in US Dollars)

|                                                                               |                         |             |             | February 1, 1997
|------------------------------------------------------------------------------ | ----------------------- | ----------- | ----------- | ----------------
|                                                                               |                         |             |             | (Date of        
|                                                                               |                         |             |             | Inception of    
|                                                                               |                         |             |             | Development     
|                                                                               |                         |             |             | Stage) to       
|                                                                               | Years ended January 31, | January 31,
|                                                                               | 2005                    | 2004        | 2003        | 2005            
|Cash flow used in operating activities                                         |                         |             |             |                 
|Net loss for the year from continuing  operations                              | $
(61,474)              | $
(64,852)  | $
(196,710) | $
(1,407,114)   
|Items not involving cash:                                                      |                         |             |             |                 
|Amortization of capital assets                                                 | 1,570                   | 1,920       | 2,032       | 13,328          
|Foreign exchange                                                               | -                       | (1,258)     | (2,592)     | (12,106)        
|Loss on disposal of capital assets                                             | -                       | -           | 2,918       | 4,318           
|Gain on settlement of accounts payable                                         | -                       | -           | -           | (15,833)        
|Equity share of loss (income) from  investment                                 | -                       | -           | (7,739)     | 113,963         
|Gain on sale of subsidiary                                                     | -                       | -           | -           | (200)           
|Loss on write-down of investment  and advances                                 | 1,177                   | -           | 111,225     | 112,402         
|Changes in continuing operations non-cash
working capital balances consist of: |                         |             |             |                 
|Amount receivable                                                              | (1,007)                 | 231         | 1,415       | (26,591)        
|Due from related parties                                                       | -                       | -           | -           | (645,299)       
|Prepaid expenses                                                               | 31                      | (130)       | 898         | (4,048)         
|Accounts payable                                                               | 20,668                  | 8,701       | (5,133)     | 61,727          
|Advances to subsidiary                                                         | -                       | -           | -           | (81,556)        
|Due to related parties                                                         | 42,906                  | 35,236      | 2,056       | 160,809         
|Net cash provided by (used in) operating activities                            | 3,871                   | (20,152)    | (91,630)    | (1,726,200)     
|Cash flow provided by (used in) investing activities:                          |                         |             |             |                 
|Acquisition of investment                                                      | -                       | -           | -           | (488,424)       
|Proceeds on disposal of equipment                                              | -                       | -           | 4,434       | 5,210           
|Proceeds on sale of subsidiary                                                 | -                       | -           | -           | 200             
|Purchase of capital assets                                                     | -                       | -           | -           | (21,064)        
|Repayment of (increase in) advance receivable                                  | (26)                    | 419         | 731         | 1,124           
|Repayment of notes receivable                                                  | -                       | -           | 42,324      | -               
|Net cash provided by (used in) investing  activities                           | (26)                    | 419         | 47,489      | (502,954)       
|                                                                               |                         |             |             |                 
|Cash flow provided by financing activities:                                    |                         |             |             |                 
|Common shares issued for cash                                                  | -                       | -           | -           | 1,850,989       
|Loans payable                                                                  | 2,304                   | 3,768       | -           | 6,072           
|Net cash provided by financing activities                                      | 2,304                   | 3,768       | -           | 1,857,061       
|Effect of foreign currency translation                                         | (6,424)                 | (1,366)     | 3,535       | (27,032)        

/Contd.

SEE ACCOMPANYING NOTES



F-7



QUEST VENTURES INC.

Continued

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended January 31, 2005, 2004 and 2003

and February 1, 1997 (Date of Inception of Development Stage) to January 31, 2005

(Stated in US Dollars)



|                                                            |                         |             |          | February 1, 1997
|----------------------------------------------------------- | ----------------------- | ----------- | -------- | ----------------
|                                                            |                         |             |          | (Date of        
|                                                            |                         |             |          | Inception of    
|                                                            |                         |             |          | Development     
|                                                            |                         |             |          | Stage) to       
|                                                            | Years ended January 31, | January 31,
|                                                            | 2005                    | 2004        | 2003     | 2005            
|                                                            |                         |             |          |                 
|Decrease in cash during the year from
continuing operations | (275)                   | (17,331)    | (40,606) | (399,125)       
|Cash flows from discontinued operations                     | -                       | -           | -        | 395,272         
|                                                            |                         |             |          |                 
|Net decrease in cash                                        | (275)                   | (17,331)    | (40,606) | (3,853)         
|                                                            |                         |             |          |                 
|Cash, beginning of the period                               | 335                     | 17,666      | 58,272   | 3,913           
|                                                            |                         |             |          |                 
|Cash, end of the period                                     | $
60                    | $
335       | $
17,666 | $
60            
|                                                            |                         |             |          |                 
|Supplemental disclosure of cash flow
information:           |                         |             |          |                 
|Cash paid for:                                              |                         |             |          |                 
|Interest                                                    | $
-                     | $
-         | $
-      |                 
|                                                            |                         |             |          |                 
|Income taxes                                                | $
-                     | $
-         | $
-      |                 
|                                                            |                         |             |          |                 



Non-cash Transaction  Note 10







SEE ACCOMPANYING NOTES









F-8

QUEST VENTURES INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)

for the period ended January 31, 1982 to January 31, 2005

(Stated in US Dollars)

|                                                  |           |         |          | Deficit     |               |         
|------------------------------------------------- | --------- | ------- | -------- | ----------- | ------------- | --------
|                                                  |           |         |          | Accumulated | Accumulated   |         
|                                                  |           | Common  |          | During the  | Other         |         
|                                                  | Number    | Stock   |          | Development | Comprehensive |         
|                                                  | of Shares | Price   | Amount   | Stages      | Income (loss) | Total   
|Issued on incorporation 1983                      | 988       | $
24.29 | $
23,989 | $
-         | $
-           | $
23,989
|Escrow shares issued for resource property 1983   | 3,750     | 1.62    | 6,073    |             |               | 6,073   
|Issued for prospectus 1984                        | 5,000     | 25.00   | 125,000  |             |               | 125,000 
|Issued for private placement 1987                 | 2,281     | 90.50   | 206,464  |             |               | 206,464 
|Exercise of share purchase warrants 1987          | 2,000     | 37.71   | 75,420   |             |               | 75,420  
|Exercise of share purchase options 1987           | 475       | 69.39   | 32,959   |             |               | 32,959  
|Issued for settlement of debt 1987                | 1,108     | 45.25   | 50,142   |             |               | 50,142  
|Exercise of share purchase options 1988           | 565       | 81.25   | 45,905   |             |               | 45,905  
|Issued for settlement of debt 1988                | 528       | 386.74  | 204,011  |             |               | 204,011 
|Issued for private placement 1989                 | 500       | 42.22   | 21,111   |             |               | 21,111  
|Exercise of share purchase options 1989           | 125       | 165.51  | 20,689   |             |               | 20,689  
|Issued for settlement of debt 1989                | 1,232     | 84.44   | 104,023  |             |               | 104,023 
|Exercise of share purchase warrants 1990          | 500       | 77.12   | 38,560   |             |               | 38,560  
|Issued for private placement 1990                 | 100       | 85.69   | 8,569    |             |               | 8,569   
|Exercise of share purchase options 1990           | 956       | 167.95  | 160,650  |             |               | 160,650 
|Issued for settlement of debt 1990                | 656       | 274.21  | 180,009  |             |               | 180,009 
|Issued for private placement 1991                 | 3,125     | 90.77   | 283,645  |             |               | 283,645 
|Exercise of share purchase options 1991           | 2,443     | 48.87   | 119,396  |             |               | 119,396 
|Issued for settlement of debt 1991                | 1,035     | 174.55  | 180,600  |             |               | 180,600 
|Exercise of share purchase options 1992           | 6,150     | 8.28    | 50,898   |             |               | 50,898  
|Exercise of share purchase options 1993           | 4,000     | 7.75    | 31,013   |             |               | 31,013  
|Issued for private placement 1993                 | 10,000    | 7.75    | 77,531   |             |               | 77,531  
|Issued for settlement of debt 1993                | 4,907     | 15.51   | 76,082   |             |               | 76,082  
|Exercise of share purchase options 1994           | 4,850     | 7.75    | 37,603   |             |               | 37,603  
|Issued for private placement 1994                 | 10,000    | 14.64   | 146,424  |             |               | 146,424 
|Exercise of share purchase warrants 1994          | 10,000    | 14.64   | 146,424  |             |               | 146,424 
|Issued for acquisition of subsidiary company 1994 | 22,500    | 7.32    | 164,727  |             |               | 164,727 
|Issued for settlement of debt 1994                | 4,975     | 14.64   | 72,848   |             |               | 72,848  

/Contd.

F-9



QUEST VENTURES INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)

for the period ended January 31, 1982 to January 31, 2005

(Stated in US Dollars)



|                                                              |           |        |           | Deficit     |               |            
|------------------------------------------------------------- | --------- | ------ | --------- | ----------- | ------------- | -----------
|                                                              |           |        |           | Accumulated | Accumulated   |            
|                                                              |           | Common |           | During the  | Other         |            
|                                                              | Number    | Stock  |           | Development | Comprehensive |            
|                                                              | of Shares | Price  | Amount    | Stages      | Income (loss) | Total      
|                                                              |           |        |           |             |               |            
|Issued for private placement 1995                             | 5,000     | 14.57  | 72,854    |             |               | 72,854     
|Issued for private placement 1995                             | 30,000    | 7.29   | 218,563   |             |               | 218,563    
|Exercise of share purchase warrants 1995                      | 2,500     | 7.29   | 18,214    |             |               | 18,214     
|Exercise of share purchase warrants 1995                      | 2,000     | 14.57  | 29,142    |             |               | 29,142     
|Exercise of share purchase warrants 1995                      | 375       | 14.57  | 5,464     |             |               | 5,464      
|Exercise of share purchase warrants 1995                      | 1,000     | 7.29   | 7,285     |             |               | 7,285      
|Issued for private placement 1996                             | 13,125    | 7.24   | 95,014    |             |               | 95,014     
|Exercise of share purchase warrants 1996                      | 3,750     | 9.05   | 33,934    |             |               | 33,934     
|Exercise of share purchase warrants 1996                      | 2,625     | 18.10  | 47,507    |             |               | 47,507     
|Exercise of share purchase warrants 1997                      | 13,125    | 7.22   | 94,806    |             |               | 94,806     
|Exercise of share purchase options 1997                       | 16,500    | 2.89   | 47,674    |             |               | 47,674     
|Net loss from inception to January 31, 1997                   | -         |        | -         | (3,350,470) | -             | (3,350,470)
|Other comprehensive income from inception to
January 31, 1997 | -         |        | -         |             | 3             | 3          
|                                                              |           |        |           |             |               |            
|Balance January 31, 1997                                      | 194,749   |        | 3,361,222 | (3,350,470) | 3             | 10,755     
|Issued for cash:                                              |           |        |           |             |               |            
|Private placement                                             | 50,000    | 5.75   | 287,294   |             | -             | 287,294    
|Share purchase options                                        | 9,625     | 7.18   | 69,130    |             | -             | 69,130     
|Share subdivision  2 shares for 1 share                      | -         |        | -         |             | -             |            
|Issued for cash:                                              |           |        |           |             |               |            
|Private placement                                             | 31,250    | 5.75   | 179,559   |             | -             | 179,559    
|Net loss for year                                             | -         |        | -         | (574,492)   | -             | (574,492)  
|Other comprehensive loss for the year                         | -         |        | -         | -           | (12,347)      | (12,347)   
|                                                              |           |        |           |             |               |            

/Contd.

SEE ACCOMPANYING NOTES

F-10



QUEST VENTURES INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)

for the period ended January 31, 1982 to January 31, 2005

(Stated in US Dollars)



|                                           |           |        |           | Deficit     |               |          
|------------------------------------------ | --------- | ------ | --------- | ----------- | ------------- | ---------
|                                           |           |        |           | Accumulated | Accumulated   |          
|                                           |           | Common |           | During the  | Other         |          
|                                           | Number    | Stock  |           | Development | Comprehensive |          
|                                           | of Shares | Price  | Amount    | Stages      | Income (loss) | Total    
|                                           |           |        |           |             |               |          
|Balance January 31, 1998                   | 285,624   |        | 3,897,205 | (3,924,962) | (12,344)      | (40,101) 
|Issued for cash:                           |           |        |           |             |               |          
|Share purchase warrants                    | 49,375    | 6.17   | 304,866   | -           | -             | 304,866  
|Share purchase warrants                    | 12,500    | 5.37   | 67,114    | -           | -             | 67,114   
|Share purchase options                     | 11,375    | 6.71   | 76,342    | -           | -             | 76,342   
|                                           |           |        |           |             |               |          
|Net loss for year                          | -         |        | -         | (491,105)   | -             | 491,105) 
|Other comprehensive loss for the year      | -         |        | -         | -           | (15,396)      | (15,396) 
|                                           |           |        |           |             |               |          
|Balance January 31, 1999                   | 358,874   |        | 4,345,527 | (4,416,067) | (27,740)      | (98,280) 
|Issued for cash                            |           |        |           |             |               |          
|Share purchase warrants                    | 19,375    | 6.22   | 120,451   | -           | -             | 120,451  
|Net loss for the year                      | -         |        | -         | (101,300)   | -             | (101,300)
|Other comprehensive income for the year    | -         |        | -         | -           | 2,484         | 2,484    
|                                           |           |        |           |             |               |          
|Balance, January 31, 2000                  | 378,249   |        | 4,465,978 | (4,517,367) | (25,256)      | (76,645) 
|Share consolidation  1 share for 2 shares |           |        | -         | -           | -             | -        
|Issued for cash:                           |           |        |           |             |               |          
|Private placement                          | 1,500,000 | 0.27   | 399,148   | -           | -             | 399,148  
|Share purchase warrants                    | 6,250     | 0.27   | 1,663     | -           | -             | 1,663    
|Net loss for the year                      | -         |        | -         | (166,240)   | -             | (166,240)
|Other comprehensive income for the year    | -         |        | -         | -           | 8,357         | 8,357    
|                                           |           |        |           |             |               |          
|Balance, January 31, 2001                  | 1,884,499 |        | 4,866,789 | (4,683,607) | (16,899)      | 166,283  



/Contd.

SEE ACCOMPANYING NOTES

F-11



QUEST VENTURES INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)

for the period ended January 31, 1982 to January 31, 2005

(Stated in US Dollars)



|                                        |            |        |             | Deficit       |               |            
|--------------------------------------- | ---------- | ------ | ----------- | ------------- | ------------- | -----------
|                                        |            |        |             | Accumulated   | Accumulated   |            
|                                        |            | Common |             | During the    | Other         |            
|                                        | Number     | Stock  |             | Development   | Comprehensive |            
|                                        | of Shares  | Price  | Amount      | Stages        | Income (loss) | Total      
|Issued for cash:                        |            |        |             |               |               |            
|Private placement                       | 250,000    | 0.99   | 247,316     | -             | -             | 247,316    
|Share purchase warrants                 | 392,500    | 0.25   | 98,106      | -             | -             | 98,106     
|Escrow cancellation                     | (1,875)    |        | -           | -             | -             | -          
|Net loss for the year                   | -          |        | -           | (297,808)     | -             | (297,808)  
|Other comprehensive loss for the year   | -          |        | -           | -             | (5,878)       | (5,878)    
|                                        |            |        |             |               |               |            
|Balance January 31, 2002                | 2,525,124  |        | 5,212,211   | (4,981,415)   | (22,777)      | 208,019    
|Net loss for the year                   | -          |        | -           | (196,710)     | -             | (196,710)  
|Other comprehensive income for the year | -          |        | -           | -             | 3,535         | 3,535      
|                                        |            |        |             |               |               |            
|Balance, January 31, 2003               | 2,525,124  |        | 5,212,211   | (5,178,125)   | (19,242)      | 14,844     
|Net loss for the year                   | -          |        | -           | (64,852)      | -             | (64,852)   
|Other comprehensive income for the year | -          |        | -           | -             | (1,366)       | (1,366)    
|                                        |            |        |             |               |               |            
|Balance, January 31, 2004               | *2,525,124 |        | 5,212,211   | (5,242,977)   | (20,608)      | (51,374)   
|Net loss for the year                   | -          |        | -           | (61,474)      | -             | (61,474)   
|Other comprehensive income for the year | -          |        | -           | -             | (6,424)       | (6,424)    
|                                        |            |        |             |               |               |            
|Balance, January 31, 2005               | 2,525,124  |        | $
5,212,211 | $
(5,304,451) | $
(27,032)    | $
(119,272)
|                                        |            |        |             |               |               |            

*

The number of shares issued and outstanding have been restated to give retroactive effect to a 4 old shares for 1 new share consolidation.

SEE ACCOMPANYING NOTES







F-12



QUEST VENTURES INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2005 and 2004

(Stated in U.S. Dollars)



Note 1

Nature and Continuance of Operations



Quest Ventures Inc. (the Company) is a public company in the development stage and is listed on the NEX Board of the TSX Venture Exchange.  During the year ended January 31, 2005, the shareholders approved a change of the Companys primary business focus of developing its Jackalope Audio Website to allow music enthusiasts to access and listen to shared music files from their peers over a secure, streaming audio network that prevents downloading of files, to other business opportunities, including the acquisition, exploration and development of natural resource properties.  Although the Company is actively seeking a resource property, no decision has been made to date (Note 11).



Quest Ventures Inc.s corporate jurisdiction is the State of Wyoming, and it is extra-provincially registered in British Columbia and Alberta, Canada.  The Company was incorporated in British Columbia, Canada on May 26, 1981 as Force Energy Ltd.  On September 10, 1981 the Company changed its name to Force Resources Ltd.  On December 1, 1994 the Company changed its name to Force Technologies Inc. and consolidated its common shares on a five old for one new basis.  On October 1, 1997 the Company changed its name to Glassmaster Industries Inc. and forward split its common shares on a one old for two new basis.  On April 24, 1998 the Company continued its corporate jurisdiction into the state of Wyoming, United States of America.  On January 19, 2000, the Company changed its name to Interlink Systems Inc. and consolidated its common shares on a ten old for one new basis.  On August 14, 2000, the Company changed its name to iQuest Networks Inc. and consolidated its common shares on a two old for one new basis.  On October 28, 2003, the Company changed its name to Quest Ventures Inc. and consolidated its common shares on a four old for one new basis.  On October 9, 1997 the Company incorporated its wholly-owned subsidiary Glassmaster Industries Inc. (Glassmaster) in the State of Nevada, United States of America.  On January 15, 2001, the Company sold 100% of its interest in Glassmaster.  On March 1, 2001, the Company incorporated a wholly-owned subsidiary, Jackalope Audio Inc, under the Yukon Business Corporations Act (Note 11).



These consolidated financial statements have been prepared on a going concern basis.  The Company has a working capital deficiency of $122,572, has yet to achieve profitable operations and has accumulated losses during the development stage of $5,304,451 since inception.  Its ability to continue as a going concern is dependent upon the ability of the Company to generate 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.  The outcome of these matters cannot be predicted, with any certainty, at this time.  The Company has historically satisfied its capital needs primarily by issuing equity securities.  These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.











F-13



Quest Ventures Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2005 and 2004

(Stated in US Dollars)  Page



Note 2

Summary of Significant Accounting Principles



The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America.  Except as disclosed in Note 12, these consolidated financial statements conform in all respects with generally accepted accounting principles in Canada (GAAP).  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of consolidated financial statements for a period necessarily involved the use of estimates, which have been made using careful judgement.  Actual results may differ from these estimates.



The consolidated financial statements, in managements opinion, have been properly prepared within the framework of the significant accounting policies summarized below:



Development Stage Company



The Company is a development stage company as defined in Statement of Financial Accounting Standards (FAS) No. 7.  For the purpose of providing cumulative amounts for the statements of operations and cash flows, these amounts consider only those losses for the period from February 1, 1997 to January 31, 2004, the period in which the Company has undertaken a new development stage activity.



Principles of Consolidation



The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Jackalope Audio Inc. (Jackalope).  All significant intercompany transactions and balances have been eliminated on consolidation.



Equipment and Amortization



Equipment consists of office equipment and is recorded at cost.  The Company provides for amortization using the declining balance method at the rate of 20% per annum.











F-14



Quest Ventures Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2005 and 2004

(Stated in US Dollars)  Page 3



Note 2

Summary of Significant Accounting Principles  (contd)



Investment



The Companys 46 2/3% investment in the issued and outstanding shares of iNoize.com Software Ltd.  (iNoize) (Note 5), is accounted for by the equity method.  Under this method, the investment is initially recorded at cost and is increased for the proportionate share of any post acquisition earnings and is decreased by any post acquisition losses and dividends received.  The excess of the cost of equity investment over the underlying book value at the date of acquisition is amortized over the estimated useful lives of the underlying assets to which it is attributed.  A loss in value of an investment which is other than a temporary decline would be recognized the same as a loss in value of other long-lived assets.  Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity which would justify the carrying amount of the investment.



Impairment of Long-lived Assets



The Company reports the impairment of long-lived assets and certain intangibles in accordance with FAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets.  Certain long-lived assets and identifiable intangibles held by the Company are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.  Accordingly, the impairment loss is recognised in the period it is determined.



Foreign Currency Translation



The Company translates amounts into the functional currency, Canadian dollars, and the reporting currency, United States dollars in accordance with FAS No. 52. Foreign Currency Translation.  At each balance sheet date, recorded balances that are denominated in a currency other than U.S. dollars are adjusted to reflect the current exchange rate which may give rise to a translation adjustment which is reported as a component of other comprehensive income in the equity section of the balance sheet.



Monetary assets and liabilities are translated into Canadian dollars at the exchange rate in effect at the end of the year.  Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or the liabilities assumed.  Revenues and expenses are translated at the rate approximating the rate of exchange on the transaction date.  All exchange gains and losses on transactions denominated in currencies other than the functional currency are included in the determination of net income (loss) for the period.











F-15



Quest Ventures Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2005 and 2004

(Stated in US Dollars)  Page 4



Note 2

Summary of Significant Accounting Principles  (contd)



Revenue Recognition



Revenue from advertising and e-commerce links will be recognized when it is earned, upon receipt of a non-cancellable contract and collectibility is reasonably assured.  Revenue recognition from these sales are net of applicable provisions for refunds, discounts and allowances.  Revenues from subscriptions to affiliates websites will be recorded in the same manner as revenue from advertising and e-commerce links, net of an allowance for estimated terminated subscriptions.



Website Maintenance



Website maintenance costs are expensed as incurred.



Income Taxes



The Company uses the asset and liability method of accounting for income taxes pursuant to FAS No. 109 "Accounting for Income Taxes.  Under the assets and liability method of FAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.



Basic Loss per Share



The Company reports basic loss per share in accordance with FAS No. 128,  Earnings per Share.  Basic loss per share is computed using the weighted average number of common shares outstanding during the years less shares subject to repurchase.  Diluted loss per share has not been provided as it would be antidilutive.  These figures have been calculated giving retroactive effect for all forward and reverse stock splits.



Financial Instruments



The carrying value of cash, amount receivable and accounts payable and accrued liabilities approximate fair value because of the short maturity of those instruments.  Due to related parties and loans payable also approximate fair value.  Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.











F-16



Quest Ventures Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2005 and 2004

(Stated in US Dollars)  Page 5



Note 2

Summary of Significant Accounting Principles  (contd)



Comprehensive Loss



FAS No. 130 Reporting Comprehensive Income, was adopted during the year ended January 31, 2001.  The standard establishes guidelines for the reporting and display of comprehensive income and its components in consolidated financial statements.  Comprehensive loss includes foreign currency translation adjustments.  Upon adoption, all years presented were restated to show the reclassification of other comprehensive income from net loss.



New Accounting Standards



Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying consolidated financial statements.



Note 3

Equipment



|                 |          | 2005         |        
|---------------- | -------- | ------------ | -------
|                 |          | Accumulated  |        
|                 | Cost     | Amortization | Net    
|                 |          |              |        
|Office equipment | $
12,606 | $
9,306      | $
3,300



|                 |          | 2004         |        
|---------------- | -------- | ------------ | -------
|                 |          | Accumulated  |        
|                 | Cost     | Amortization | Net    
|                 |          |              |        
|Office equipment | $
12,606 | $
7,736      | $
4,870



Note 4

Investment  Note 11



By an agreement dated September 28, 2000, the Company acquired 2,500,000 common shares (33 1/3%) of iNoize by the payment of $166,889.  iNoize is an unrelated third party.  By an agreement dated May 25, 2001, the Company acquired an additional 1,875,000 common shares (13 1/3%) of iNoize for $66,665.  At January 31, 2005, the Company owns a total of 4,375,000 common shares of iNoize, representing 46 2/3% of the issued and outstanding shares of iNoize.



iNoize is developing various software applications to enable locating and sharing of personal music collections by broadband streaming over the internet.











F-17



Quest Ventures Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2005 and 2004

(Stated in US Dollars)  Page 6



Note 4

Investment  Note 11 (contd)



Advance receivable consists of $Nil (2004:  $1,150) with respect to payments made on behalf of iNoize.



The difference between the amount of the cost of the investment and the amount of underlying equity in net assets at the time of the acquisitions as noted above, was $267,418.  This amount was amortized on the straight-line basis over three years.  The investment was written-down to $1 because there was an absence of an ability to recover the carrying amount of the investment and the inability of iNoize to sustain an earnings capacity which would justify the carrying amount of the investment.



|                         | 2005 | 2004 | 2003     
|------------------------ | ---- | ---- | ---------
|Opening balance          | $
1  | $
1  | $
100,895
|Equity share of income   | -    | -    | 7,597    
|Write-down of investment | (1)  | -    | (111,225)
|Foreign exchange         | -    | -    | 2,734    
|Net carrying amount      | $
-  | $
1  | $
1      



During the year ended January 31, 2005, the Company wrote-off the $1 investment and the advance receivable of $1,177 as the advance was uncollectible and the Company intends to sell its interest in iNoize.



Summarized financial information for this investment at January 31, 2005, 2004 and 2003 and for the years then ended is as follows:



|                                           | 2005       | 2004       | 2003    
|------------------------------------------ | ---------- | ---------- | --------
|Current assets                             | $
83       | $
83       | $
1,427 
|Capital assets                             | 5,664      | 5,664      | 7,432   
|Total assets                               | $
5,747    | $
5,747    | $
8,859 
|Current liabilities                        | $
16,905   | $
16,905   | $
7,068 
|Total shareholders equity (deficiency)    | (11,158)   | (11,158)   | 1,791   
|Total liabilities and shareholders equity | $
5,747    | $
5,747    | $
8,859 
|Net sales                                  | $
-        | $
-        | $
-     
|SR & ED expense recovery                   | -          | -          | 28,900  
|General and administrative expenses        | (12,691)   | (12,691)   | (21,303)
|Net income (loss) for the year             | $
(12,691) | $
(12,691) | $
7,597 











F-18



Quest Ventures Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2005 and 2004

(Stated in US Dollars)  Page 7



Note 5

License Agreement  Note 11



By a license agreement dated November 15, 2000 and amended June 30, 2001, iNoize granted the Company a non-exclusive, world-wide intellectual property license of the iNoize Technology (Technology) to copy and use the Technology and to sublicense the Technology for an unlimited period.  In addition, iNoize agreed to provide management services to the Company for an unlimited period.  In consideration for the license and management services, the Company will pay royalties to iNoize of CDN$0.02 for each participating end-user, for the first 500,000 end users, and CDN$0.05 for each participating end-user thereafter.  The royalties will commence on the latter of the date the Company procures 250,000 users on the Jackalope website.



As at January 31, 2005, there are no royalties payable.



Note 6

Loans Payable



Loans payable are unsecured, non-interest bearing and have no specific terms for repayment.



Note 7

Related Party Transactions



The Company has incurred expenses paid to directors, former directors, officers, companies controlled by directors of the Company and companies with directors in common with the Company as follows:



|                   |                         |             |          | February 1, 1997
|------------------ | ----------------------- | ----------- | -------- | ----------------
|                   |                         |             |          | (Date of Incep- 
|                   |                         |             |          | tion of Develop-
|                   |                         |             |          | ment Stage) to  
|                   | Years ended January 31, | January 31,
|                   | 2005                    | 2004        | 2003     | 2005            
|                   |                         |             |          |                 
|Consulting fees    | $
23,152                | $
20,400    | $
20,400 | $
318,886       
|Management fees    | -                       | -           | -        | 87,486          
|Office and general | -                       | -           | -        | 5,387           
|Professional fees  | 2,818                   | 3,478       | 3,814    | 40,803          
|Severance pay      | -                       | -           | -        | 50,000          
|                   |                         |             |          |                 
|                   | $
25,970                | $
23,878    | $
24,214 | $
502,562       











F-19



Quest Ventures Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2005 and 2004

(Stated in US Dollars)  Page 8



Note 7

Related Party Transactions (contd)



These charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties.



Included in accounts payable at January 31, 2005 is $5,541 (2004:  $1,954) with respect to fees and expenses due to directors of the Company and companies controlled by directors of the Company.



Due to related parties consist of advances from a director and an insider of the Company.  These amounts are unsecured, non-interest bearing and have no specific terms for repayment.



Note 8

Deferred Tax Assets



The following table summarizes the significant components of the Companys deferred tax assets:



|                                           | Total    
|------------------------------------------ | ---------
|                                           |          
|Deferred Tax Assets                        |          
|Net operating loss carryforward            | $
408,700
|                                           |          
|Gross deferred tax assets                  | $
408,700
|Valuation allowance for deferred tax asset | (408,700)
|                                           |          
|                                           | $
-      



Note 8

Deferred Tax Assets (continued)



The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards, which is more likely than not to be realized from future operations.  The Company has chosen to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry, due to sustained losses from operations.  Management believes that it is more likely than not that the carryforwards will expire and will not be realized from future operations.



Note 9

Income Taxes



No provision for income taxes has been provided in these consolidated financial statements due to the net loss.  At January 31, 2005, the Company has net operating loss carryforwards, which expire commencing in 2019, totalling approximately $1,208,500 the potential tax benefit of which has not been recorded in the consolidated financial statements.











F-20



Quest Ventures Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2005 and 2004

(Stated in US Dollars)  Page 9



Note 10

Non-cash Transaction



Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows.  During the year ended January 31, 2002, the Company issued 62,500 common shares pursuant to the exercise of share purchase warrants at $0.25, for subscriptions of $16,631 paid for during the year ended January 31, 2001.  This transaction has been excluded from the statement of cash flows.



Note 11

Subsequent Events



i)

On March 31, 2005, the Company announced that it agreed to assign its 100% interest in the 4,375,000 Class B voting shares of iNoize to a related company.  This company is related, as the controlling shareholder of the assignee is a director of the Company.  The Company also assigned all of its interest in its wholly owned subsidiary Jackalope and the assignee agreed to assume all obligations of the Company under the License Agreement (Note 5).



ii)

On March 31, 2005, the Company announced that it will be seeking shareholder approval at its next annual meeting to a consolidation of its shares of the Company on the basis of one new share for each two old shares.



iii)

Subsequent to January 31, 2005, a director of the Company advanced a total of $17,250 to the Company as unsecured, non-interest bearing loans with no specific terms of repayment.



Note 12

Differences Between Canadian and United States Accounting Principles



These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America which differ in certain respects with those principles and practices that the Company would have followed had its consolidated financial statements been prepared in accordance with accounting principles and practices generally accepted in Canada.



The Companys accounting principles generally accepted in the United States differ from accounting principles generally accepted in Canada as follows:



a)

Deficit



Under US GAAP, guidelines are established for the reporting and display of comprehensive income and its components in consolidated financial statements.  Comprehensive loss includes foreign currency translation adjustments.  Under Canadian GAAP, there is no difference in the presentation of comprehensive income.











F-21



Quest Ventures Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

January 31, 2005 and 2004

(Stated in US Dollars)  Page 10



Note 12

Differences Between Canadian and United States Accounting Principles (contd)



The impact of the above on the consolidated financial statements is as follows:



|                                                                 | Years ended January 31,
|---------------------------------------------------------------- | -----------------------
|                                                                 | 2005                   
|                                                                 |                        
|Comprehensive loss for the year per US GAAP                      | $
(67,898)             
|                                                                 |                        
|Net loss for the year per Canadian GAAP                          | $
(67,898)             
|                                                                 |                        
|Basic loss per share per Canadian GAAP                           | $
(0.02)               
|                                                                 |                        
|Weighted average number of shares
outstanding per  Canadian GAAP | 2,525,124              
|                                                                 |                        
|                                                                 |                        
|Deficit, end of the year per US GAAP                             | $
(5,304,451)          
|Accumulated other comprehensive loss                             | (27,032)               
|                                                                 |                        
|Deficit, end of the year per Canadian GAAP                       | $
(5,331,483)