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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

**x****** QUARTERLY
  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended **December 31, 2003**

** ̈****** TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
  Commission File number **000-50386**

HURON VENTURES INC.
  (Exact name of small business issuer as specified in charter)

|**Delaware**                    | **98 0401645**     
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|Incorporation or organization)  | Identification No.)

**Suite 2000, 1066 West Hastings Street Vancouver, British Columbia V6E 3X2**
  (Address of principal executive offices) (Zip Code)

**(604) 601 8206**
  (Issuers telephone number)

**N/A**
  (Former name, address, and fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the past 12 months (or for such shorter period that the registrant was required
  to file such reports) Yes **x******
  No ** ̈******
  and (2 ) has been subject to filing requirements for the past 90 days. Yes **x******
  No ** ̈******

APPLICABLE ONLY TO CORPORATE ISSUERS:
  State the number of shares outstanding of each of the issuers classes
  of common equity, as of the last practicable date.

|**Class**                       | **Outstanding as of December 31, 2003**
|------------------------------- | ---------------------------------------
|Common Stock, $0.0001 per share | 6,982,204                              

Transitional Small Business Disclosure Format (Check one):
  Yes ** ̈******
  No **x******

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TABLE OF CONTENTS

|PART I  | FINANCIAL INFORMATION                                            |      
|------- | ---------------------------------------------------------------- | -----
|        |                                                                  |      
|ITEM 1  | FINANCIAL STATEMENTS                                             | F1-F9
|        |                                                                  |      
|ITEM 2  | PLAN OF OPERATION                                                | 10   
|        |                                                                  |      
|ITEM 3  | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK | 16   
|        |                                                                  |      
|ITEM 4  | CONTROLS AND PROCEDURES                                          | 16   
|        |                                                                  |      
|PART II | OTHER INFORMATION                                                | 17   
|        |                                                                  |      
|ITEM 1  | LEGAL PROCEEDINGS                                                | 17   
|        |                                                                  |      
|ITEM 2  | CHANGES IN SECURITIES AND USE OF PROCEEDS                        | 17   
|        |                                                                  |      
|ITEM 3  | DEFAULTS UPON SENIOR SECURITIES                                  | 17   
|        |                                                                  |      
|ITEM 4  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS        | 17   
|        |                                                                  |      
|ITEM 5  | OTHER INFORMATION                                                | 17   
|        |                                                                  |      
|ITEM 6  | EXHIBITS AND REPORTS ON FORM 8-K                                 | 17   
|        |                                                                  |      
|        | SIGNATURES                                                       | 18   
|        |                                                                  |      
|        | CERTIFICATES                                                     |      

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PART 1 FINANCIAL INFORMATION

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The accompanying consolidated balance sheets of Huron Ventures Inc at December
  31, 2003 and June 30, 2003 and the consolidated statement of operations and
  consolidated statement of cash flow for the six months ended December 31, 2003
  and 2002 have been prepared by the Companys management in conformity with
  accounting principles generally accepted in the United States of America. In
  the opinion of management, all adjustments considered necessary for a fair presentation
  of the results of operations and financial position have been included and all
  such adjustments are of a normal recurring nature.

Operating results for the six months ended December 31, 2003, are not necessarily indicative of the results that can be expected for the year ending June 30, 2004.

F-1

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HURON VENTURES INC.

Index to Financial Statements

|Condensed Consolidated Balance Sheets at December
      31, 2003 (unaudited) and June 30, 2003 (audited)                     | F-3      
|---------------------------------------------------------------------------------------------------------------------------- | ---------
|                                                                                                                             |          
|Condensed Consolidated Statements of Losses for the
      three and six months ended December 31, 2003 and December 31, 2002 | F-4      
|                                                                                                                             |          
|Condensed Consolidated Statements of Cash Flows for
      the six months ended December 31, 2003 and December 31, 2002       | F-5      
|                                                                                                                             |          
|Notes to Condensed Consolidated Financial Statements                                                                         | F-6 - F-9

F-2

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HURON VENTURES INC. CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                              |   | December 31, 2003 |   |   | June 30, 2003 |  
|----------------------------------------------------------------------------- | - | ----------------- | - | - | ------------- | -
|                                                                              |   | (unaudited)       |   |   | (audited)     |  
|Assets                                                                        |  
|                                                                              |   |                   |   |   |               |  
|Current assets :                                                              |   |                   |   |   |               |  
|Cash                                                                          | $ | 187               |   | $ | 20,000        |  
|Total current assets                                                          | $ | 187               |   | $ | 20,000        |  
|                                                                              |   |                   |   |   |               |  
|Liabilities and Stockholders Equity (Deficit)                                |  
|                                                                              |   |                   |   |   |               |  
|Current liabilities:                                                          |   |                   |   |   |               |  
|Accounts payable
      and accrued liabilities                                | $ | 10,956            |   |   | 2,661         |  
|Total current liabilities                                                     |   | 10,956            |   |   | 2,661         |  
|                                                                              |   |                   |   |   |               |  
|Stockholders equity (deficit) :                                              |   |                   |   |   |               |  
|Preferred stock,
      par value $.0001 per share; 5,000,000 authorized, 600  |   |                   |   |   |               |  
|shares issued and
      outstanding at December 31, 2003 and June 30, 2003    |   |                   |   |   |               |  
|                                                                              |   |                   |   |   |               |  
|Common stock, par value $.0001 per share; 50,000,000 authorized,              |   |                   |   |   |               |  
|6,982,204 issued
      and outstanding at December 31, 2003 and June 30, 2003 |   | 698               |   |   | 698           |  
|Additional paid-in capital                                                    |   | 6,249,754         |   |   | 6,249,754     |  
|Accumulated deficit                                                           |   | (6,261,221        | ) |   | (6,233,113    | )
|Total stockholders equity (deficit)                                          |   | (10,769           | ) |   | 17,339        |  
|                                                                              | $ | 187               |   | $ | 20,000        |  

See accompanying notes to unaudited condensed consolidated financial statements.

F-3

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HURON VENTURES INC. CONDENSED CONSOLIDATED STATEMENTS OF LOSSES UNAUDITED

|                                 |   | For the three months ended |   |   | For the six months ended |  
|-------------------------------- | - | -------------------------- | - | - | ------------------------ | -
|                                 |   | December 31,               |   |   | December 31,             |  
|                                 |   | 2003                       |   |   | 2002                     |  
|                                 |   |                            |   |   |                          |  
|Expenses:                        |   |                            |   |   |                          |  
|General and Administrative       |   |                            |   |   |                          |  
|Expenses                         | $ | 4,814                      |   | $ | -                        |  
|                                 |   |                            |   |   |                          |  
|Total Expenses                   |   | 4,814                      |   |   | -                        |  
|                                 |   |                            |   |   |                          |  
|                                 |   |                            |   |   |                          |  
|Loss from operations             |   |                            |   |   | -                        |  
|                                 |   |                            |   |   |                          |  
|Interest income
      (expenses) |   | -                          |   |   | -                        |  
|Income (tax) benefit             |   | -                          |   |   | -                        |  
|                                 |   |                            |   |   |                          |  
|Net Loss                         | $ | (4,814                     | ) | $ | -                        |  
|                                 |   |                            |   |   |                          |  
|Loss per share                   | $ | (0.00                      | ) | $ | (0.00                    | )
|                                 |   |                            |   |   |                          |  
|Weighted Average Shares          |   |                            |   |   |                          |  
|Outstanding                      |   | 6,982,204                  |   |   | 89,211                   |  

See accompanying notes to unaudited condensed consolidated financial statements

F-4

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HURON VENTURES INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED

|                                                                        |   | For the six months ended |  
|----------------------------------------------------------------------- | - | ------------------------ | -
|                                                                        |   | December 31,             |  
|                                                                        |   | 2003                     |  
|                                                                        |   |                          |  
|Cash Flows from Operating Activities                                    |   |                          |  
|                                                                        |   |                          |  
|Net loss from operating activities                                      | $ | (28,108                  | )
|Adjustments to reconcile
      net loss to net cash (used in) operating |   |                          |  
|activities:                                                             |   |                          |  
|Increase
      in accounts payable and accrued liabilities              |   | 8,295                    |  
|Net cash (used in) operating activities                                 |   | (19,813                  | )
|                                                                        |   |                          |  
|Cash Flows from Investing Activities                                    |   | -                        |  
|                                                                        |   |                          |  
|Cash Flows from Financing Activities                                    |   | -                        |  
|                                                                        |   |                          |  
|Net increase in cash and cash equivalents                               |   | (19,813                  | )
|Cash and cash equivalents at beginning of period                        |   | 20,000                   |  
|Cash and cash equivalents at end of period                              |   |                          |  
|                                                                        | $ | 187                      |  
|Supplemental Disclosures of Cash Flow Information:                      |   |                          |  
|Cash paid during
      the period for interest                          | $ |                         |  
|Cash paid during
      the period for taxes                             |   |                         |  

See accompanying notes to unaudited condensed consolidated financial statements

F-5

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HURON VENTURES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 
  (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying unaudited condensed financial statements
  have been prepared in accordance with the instructions to Form 10-QSB, and therefore,
  do not include all the information necessary for a fair presentation of financial
  position, results of operations and cash flows in conformity with accounting
  principles generally accepted in the United States of America for a complete
  set of financial statements.

In the opinion of management, all adjustments (consisting
  of normal recurring accruals) considered necessary for a fair presentation have
  been included. The results from operations for the six-month period ended December
  31, 2003 are not necessarily indicative of the results that may be expected
  for the year ended June 30, 2004. The unaudited condensed consolidated financial
  statements should be read in conjunction with the June 30, 2003 financial statements
  and footnotes thereto included in the Companys Securities and Exchange
  Commission Form 10-SB.

Business and Basis of Presentation

Huron Ventures, Inc. (the Company) was formed
  on March 29, 2003 under the laws of the State of Delaware. The Company is inactive
  with no significant operations and is seeking to merge or acquire an interest
  in business opportunities. The Companys predecessor, Calypso Enterprises,
  Inc. (CEI), was incorporated under the laws of the State of Delaware
  in March, 1997. CEI, formerly known as Americlean, Inc., operated a dry clean
  supply distribution business from its inception until December 2000 through
  its wholly owned subsidiaries, Boggs & Company, Inc. and JKG Group, Inc.
  In December 2000, CEIs principal lender foreclosed on substantially all
  of its assets and CEI ceased operations. From the foreclosure through June 2003
  CEI was an inactive company with no significant operations.

The consolidated financial statements include the accounts
  of the Company, and its wholly owned subsidiaries, CEI and Calypso Merger, Inc.
  Significant intercompany transactions have been eliminated in consolidation.

Stock Based Compensation

In December 2002, the FASB issued Statement of Financial Accounting
  Standards No. 148 (SFAS No. 148), "Accounting for Stock Based Compensation
  Transition and Disclosure an amendment of SFAS 123." This statement amends SFAS
  No. 123, "Accounting for Stock Based Compensation," to provide alternative methods
  of transition for a voluntary change to the fair value based method of accounting
  for stock based employee compensation. In addition, this statement amends the
  disclosure requirements of SFAS No. 123 to require prominent disclosures in
  both annual and interim financial statements about the method of accounting
  for stock based employee compensation and the effect of the method used on reported
  results. The Company has chosen to continue to account for stock based compensation
  using the intrinsic value method prescribed in APB Opinion No. 25 and related
  interpretations. Accordingly, compensation expense for stock options is measured
  as the excess, if any, of the fair market value of the Companys stock
  at the date of the grant over the exercise price of the related option. The
  Company has adopted the annual disclosure provisions of SFAS No. 148 in its
  financial reports for the year ended June 30, 2003 and adopted the interim disclosure
  provisions for its financial reports for the subsequent periods.

F-6

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HURON VENTURES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 
  (UNAUDITED)

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

Stock Based Compensation (Continued)

Had compensation costs for the Companys stock options
  been determined based on the fair value at the grant dates for the awards, the
  Companys net loss and losses per share would have been as follows:

|                                                   |   | For the three months ended |   |   | For the six months ended |  
|-------------------------------------------------- | - | -------------------------- | - | - | ------------------------ | -
|                                                   |   | December 31,               |   |   | December 31,             |  
|                                                   |   | 2003                       |   |   | 2002                     |  
|Net loss  as reported                             | $ | (4,814                     | ) | $ | -                        |  
|Add: Total stock based employee compensation       |   |                            |   |   |                          |  
|expense as reported under intrinsic value method   |   |                            |   |   |                          |  
|(APB. No. 25)                                      |   | -                          |   |   | -                        |  
|Deduct: Total stock based employee                 |   |                            |   |   |                          |  
|compensation expense as reported under fair value  |   |                            |   |   |                          |  
|based method (SFAS No. 123)                        |   | -                          |   |   | -                        |  
|Net loss  Pro Forma                               | $ | (4,814                     | ) | $ | -                        |  
|Net loss attributable to common stockholders      |   |                            |   |   |                          |  
|Pro forma                                          | $ | (4,814                     | ) | $ | -                        |  
|Basic (and assuming dilution) loss per share  as  |   |                            |   |   |                          |  
|reported                                           | $ | (0.00                      | ) | $ | (0.00                    | )
|Basic (and assuming dilution) loss per share  Pro |   |                            |   |   |                          |  
|forma                                              | $ | (0.00                      | ) | $ | (0.00                    | )

New Accounting Pronouncements

In December 2003, the FASB issued SFAS No. 132 (revised),
  EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN
  AMENDMENT OF FASB STATEMENTS NO. 87, 88, AND 106. This statement retains the
  disclosure requirements contained in FASB statement no. 132, Employers
  Disclosures about Pensions and Other Postretirement Benefits, which it replaces.
  It requires additional disclosures to those in the original statement 132 about
  the assets, obligations, cash flows, and net periodic benefit cost of defined
  benefit pension plans and other defined benefit postretirement plans. The required
  information should be provided separately for pension plans and for other postretirement
  benefit plans. The revision applies for the first fiscal or annual interim period
  ending after December 15, 2003 for domestic pension plans and June 15, 2004
  for foreign pension plans and requires certain new disclosures related to such
  plans. The adoption of this statement will not have a material impact on the
  Companys results of operations or financial positions.

NOTE B - CAPITAL STOCK

The Company has authorized 50,000,000 shares of common stock,
  with a par value of $.0001 per share. The Company has also authorized 5,000,000
  shares of preferred stock, with a par value of $.0001 per share.

In October 2001, the Companys Board of Directors approved
  a one (1) share for seventy five (75) share reverse stock split on its common
  stock. All common stock share information has been adjusted retroactively in
  the accompanying consolidated financial statements for all periods presented.

F-7

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HURON VENTURES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 
  (UNAUDITED)

NOTE B - CAPITAL STOCK (Continued)

As of December 31, 2003, the Company has 6,982,204 shares
  of common stock and 600 shares of preferred stock issued and outstanding. The
  latter designated as Series A Convertible Preferred Stock. Each share of preferred
  stock may be converted into shares of the Companys common stock, at any
  time, on the basis of one share of preferred stock for that number of shares
  of common stock equal to $ 1,000 divided by the average closing bid price of
  the Companys common stock for the five trading days immediately prior
  to the date of conversion, less a 25% discount. The preferred stock does not
  pay dividends and carries no dividend or voting rights.

NOTE C - STOCK OPTIONS

Employee Stock Options

The following table summarizes the changes in options outstanding
  and the related prices for the shares of the Companys common stock issued
  to employees of the Company under a non qualified employee stock option plan.

|Options
      Outstanding |  |             |  | Options
      Exercisable | 
|------------------------- |  | ----------- |  | ------------------------- | 
|                          |  |             |  | Weighted                  | 
|                          |  |             |  | Average                   | 
|                          |  |             |  | Remaining                 | 
|                          |  | Number      |  | Contractual Life          | 
|Exercise
      prices:    |  | Outstanding |  | (Years)                   | 
|$300.00                   |  | 1,392       |  | 7.00                      | 

Transactions involving stock options issued to employees are summarized as follows:

|                                 | Number of |  |   | Weighted Average | 
|-------------------------------- | --------- |  | - | ---------------- | 
|                                 | Shares    |  |   | Exercise Price   | 
|Outstanding at July 1, 2001      | 1,392     |  | $ | 300.00           | 
|Granted                          | -         |  |   | -                | 
|Exercised                        | -         |  |   | -                | 
|Cancelled                        | -         |  |   | -                | 
|Outstanding at June 30, 2002     | 1,392     |  | $ | 300.00           | 
|Granted                          | -         |  |   | -                | 
|Exercised                        | -         |  |   | -                | 
|Cancelled                        | -         |  |   | -                | 
|Outstanding at June30, 2003      | 1,392     |  | $ | 300.00           | 
|Granted                          | -         |  |   | -                | 
|Exercised                        | -         |  |   | -                | 
|Cancelled                        | -         |  |   | -                | 
|Outstanding at December 31, 2003 | 1,392     |  | $ | 300.00           | 

If the Company recognized compensation cost for the non-qualified
  employee stock option plan in accordance with SFAS No. 123, the Companys
  pro forma net loss and net loss per share would have been $(28,108) and $(0.00)
  per share for the period ended December 31, 2003 and $(0) and $(0.00) per share
  for the period ended December 31, 2002, respectively.

F-8

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HURON VENTURES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 
  (UNAUDITED)

NOTE D - SUBSEQUENT EVENTS

In January, 2004 the Companys President and principal
  shareholder advanced to the Company a total of $70,000 for working capital purpose.
  The advances are unsecured, payable upon demand and do not bear interest.

Also in January, 2004 the Company entered into a consulting
  agreement with a registered broker dealer pursuant to which the Company paid
  the sum of $50,000 to assist the Company in developing, studying and evaluating
  business opportunities and merger and acquisition proposals and obtaining financing.

F-9

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ITEM 2. PLAN OF OPERATION

Huron Ventures, Inc. (the "Company", "we" or "us") is a development
  stage company whose principal business purpose is to seek, investigate and,
  if such investigation warrants, merge or acquire an interest in business opportunities
  presented to us by persons or companies who or which desire to seek the perceived
  advantages of a Securities Exchange Act of 1934 registered corporation. As at
  the date hereof, we have no particular acquisitions in mind and have not entered
  into any negotiations regarding such an acquisition, and our management has
  not engaged in any negotiations with any representatives of the owners of any
  business or company regarding the possibility of a merger or acquisition between
  ourselves and such other companies.

Background

We were incorporated on May 29, 2003 as a wholly owned subsidiary
  of Calypso Enterprises, Inc., a Delaware corporation ("CEI"). On June 3, 2003
  we were re organized pursuant to s.251(g) of the Delaware General Corporations
  Act as the parent holding company of Calypso Merger, Inc. ("CMI") the surviving
  company of a merger between CEI and CMI (the "Merger"). Prior to the Merger
  CMI was a wholly owned subsidiary of ours. See "Formation of Holding Company"
  below. CEI was incorporated in 1997 and its predecessors operations date back
  to 1941. Until 2000 CEI, through its wholly owned subsidiary Boggs & Company,
  Inc., operated a dry cleaning and commercial laundry supply business.

Calypso Enterprises, Inc.

CEI was incorporated in March of 1997 as Americlean, Inc.
  During the period from incorporation to March, 1999 its management was engaged
  in developing a business model for the dry cleaning and commercial laundry supply
  industry and negotiating to acquire companies in the dry cleaning industry.

On March 3, 1999 CEI acquired substantially all of the assets
  of Boggs & Company, Inc. and JKG Group, Inc. (collectively, "Boggs &
  Company") a dry cleaning supply distribution business with approximately 40
  employees located in Charlotte, North Carolina with offices in Jacksonville,
  Florida. As consideration for the acquisition, CEI paid to Boggs & Companys
  stockholders a total of $100,000 in cash and 161,446 shares of CEI's common
  stock.

As part of this acquisition CEI assumed approximately $725,000
  in liabilities in excess of assets purchased. In addition, CEI agreed to guarantee
  a credit facility provided by The CIT Group ("CIT") to Boggs & Company in
  the amount of up to $3,000,000.

During the period from March, 1999 through November, 1999
  the business of Boggs & Company declined significantly and on November 17,
  1999 CIT terminated the above reference credit facility effective February 15,
  2000. Attempts by Boggs & Company to secure an alternative credit facility
  during the period November, 1999 through February, 2000 were unsuccessful and
  CIT terminated its credit facility pursuant to its agreement with Boggs &
  Company.

Following termination of the credit facility CIT took possession
  of the assets of Boggs & Company and liquidated same pursuant to the terms
  of the credit facility. In November of 2000 CIT presented CEI with a demand,
  pursuant to its guarantee of Boggs & Companys debts, in the amount
  of $347,983.94.

In December, 2000 CIT obtained a default judgement against
  CEI in the amount of $323,149.66 plus interest, attorneys fees and costs.

Following the liquidation of Boggs & Company by CIT, CEI
  did not engage in any business operations until August of 2001, at which time
  it filed its delinquent annual franchise tax filings with the Delaware Secretary
  of State.

Reorganization and Change of Name

On October 3, 2001 certain of CEI's stockholders holding a
  majority of its then outstanding common stock approved resolutions amending
  its Certificate of Incorporation by changing its name from Americlean, Inc.
  to "Calypso Enterprises, Inc." and consolidating its outstanding common stock
  by way of reverse stock split on the basis of 1 new share for each 75 then outstanding
  shares. The amended Certificate of Incorporation was filed with the Delaware
  Secretary of State on October 5, 2001. As a result of the foregoing, the number
  of CEIs issued and outstanding

10

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common stock was reduced to 89,211.

Purchase of CIT Debt

In May of 2002 Big Sky Management Ltd. of Vancouver, British
  Columbia ("Big Sky"), approached CIT with the aim of acquiring the interest
  of CIT in CEI and Boggs & Company, including the credit facility, the guarantee
  and the judgement referred to above. Big Sky is a British Columbia corporation
  which is wholly owned by Mr. Eric Boehnke, a Vancouver based businessman.

On June 27, 2002 Big Sky entered into a purchase and sale
  agreement with CIT pursuant to which CIT agreed to sell to Big Sky all of its
  right, title and interest in and to the debts and other obligations of CEI and
  Boggs & Company to CIT for $15,000. This transaction closed on July 2, 2002
  by the payment by Big Sky to CIT of the sum of $15,000.

Change of Control

On May 6, 2003 CEIs sole director appointed Mr. Eric
  Boehnke to our board of directors and immediately thereafter resigned. CEIs
  board of directors then appointed Mr. Boehnke as our President, Secretary and
  Treasurer.

On May 7, 2003 CEI issued to Big Sky 6,462,993 shares of its
  common stock at a price of $0.05 per share in full and complete settlement of
  CEIs obligations to Big Sky. Big Sky concurrently forgave all obligations
  of Boggs & Company to it. Also on May 7, 2003 CEI issued to Big Sky 430,000
  shares of its common stock at a price of $0.05 per share for $21,500 cash. As
  a result of the foregoing, Big Sky owned 6,892,993 shares of CEIs common
  stock, being 98.72% of CEIs issued and outstanding common stock.

The price per share of $0.05 was determined by CEIs
  board of directors by reference to the bid and ask prices of its common stock
  on the over the counter market and was approved by a majority of CEIs
  stockholders.

Formation of Holding Company

On May 29, 2003 we entered into an Agreement and Plan of Merger
  with CEI and CMI. Prior to the Merger we were a wholly owned subsidiary of CEI
  and CMI was a wholly owned subsidiary of ours. The Company and CMI were both
  incorporated on May 29, 2003 pursuant to the laws of the State of Delaware.
  Pursuant to the terms of the Merger and s. 251(g) of the Delaware General Corporation
  Law, CEI was merged with and into CMI, with CMI being the surviving company.
  As consideration for the Merger, each common stockholder of CEI was issued one
  share of our common stock and each preferred stockholder of CEI was issued one
  share of preferred stock in exchange for the shares of CEI held by them. The
  rights and preferences of the common stock and preferred stock issued in the
  Merger were identical to the rights and preferences of the common stock and
  preferred stock of CEI that these shares were exchanged for. The Agreement and
  Plan of Merger was filed with the Delaware Secretary of State on June 3, 2003
  and was effective on that date. As a result of the foregoing CMI became our
  wholly owned subsidiary. The reorganization was effected for the purpose of
  re organizing us as a holding company under which we were the parent company
  of CMI with the exact same shareholder base as CEI had before the reorganization.
  Immediately after the reorganization, all of the assets and liabilities of CEI
  continued to be held by CMI.

Disposal of CMI

On June 15, 2003 we entered into a Transfer and Assignment
  agreement with Osaka Chemical Corp. ("Osaka") of Hong Kong pursuant to which
  we agreed to sell to Osaka all of our interest in and to CMI for $20,000. At
  the time of the sale, CMI had substantial accounts payable from its past business
  activities and no material assets other than cash of approximately $12,000 and
  certain chemical formulas used in the dry cleaning industry. The Transfer and
  Assignment agreement was approved by Big Sky, our majority shareholder, as required
  by s.271 of the Delaware General Corporation Law. Osaka is at arms length to
  us.

Current Operations

Since our reorganization as a holding company, we have not
  undertaken any business operations. Our plan of business is to seek, investigate
  and, if such investigation warrants, merge or acquire an interest in business
  opportunities presented to us by persons or companies who or which desire to
  seek the perceived advantages of a Securities Exchange Act of

11

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1934 registered corporation. As at the date hereof, we have
  no particular acquisitions in mind and have not entered into any negotiations
  regarding such an acquisition, and our management has not engaged in any negotiations
  with any representatives of the owners of any business or company regarding
  the possibility of a merger or acquisition between ourselves and such other
  companies. We have no recent operating history and no representation is made,
  nor is any intended, that we will be able to carry on future business activities
  successfully. Further, there can be no assurance that we will have the ability
  to acquire or merge with an operating business, business opportunity or property
  that will be of material value to us. Our management will have broad discretion
  in its search for and negotiations with any potential business or business opportunity.

In order to facilitate the foregoing, on January 16, 2004
  we entered into a one year Consulting Agreement with Kashner Davidson Securities
  Corporation, a registered broker-dealer in Sarasota, Florida, pursuant to which
  Kashner Davidson agreed to assist us in (i) developing, studying and evaluating
  business opportunities and merger and acquisition proposals, (ii) obtaining
  financing. Pursuant to the Consulting Agreement we paid Kashner Davidson the
  sum of $50,000.

Liquidity and Capital Resources

As of December 31, 2003, we had a working capital deficit
  of $10,769. As a result of our operating losses during the six month period
  ended December 31, 2003, we generated a cash flow deficit of $19,813 from operating
  activities. No cash flow was provided by investing activities during the six
  month period ended December 31, 2003.

Additional financing is required in order to meet our current
  and projected cash flow deficits from operations and development. We are seeking
  financing in the form of equity in order to provide the necessary working capital.
  We currently have no commitments for financing. There is no guarantee that we
  will be successful in raising the funds required.

The independent auditors report on our June 30, 2003 financial
  statements states that our recurring losses raise substantial doubts about our
  ability to continue as a going concern.

Subsequent to December 31, 2003 our President, Secretary and
  Treasurer advanced to us by way of loan a total of $70,000. The advances are
  unsecured, payable upon demand and do not bear interest. The advances were used
  to pay the consideration due pursuant to our Consulting Agreement with Kashner
  Davidson and for general working capital purposes.

Recent Accounting Pronouncements

In December 2003, the FASB issued SFAS No. 132 (revised),
  EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN
  AMENDMENT OF FASB STATEMENTS NO. 87, 88, AND 106. This statement retains the
  disclosure requirements contained in FASB statement no. 132, Employers
  Disclosures about Pensions and Other Postretirement Benefits, which it replaces.
  It requires additional disclosures to those in the original statement 132 about
  the assets, obligations, cash flows, and net periodic benefit cost of defined
  benefit pension plans and other defined benefit postretirement plans. The required
  information should be provided separately for pension plans and for other postretirement
  benefit plans. The revision applies for the first fiscal or annual interim period
  ending after December 15, 2003 for domestic pension plans and June 15, 2004
  for foreign pension plans and requires certain new disclosures related to such
  plans. The adoption of this statement will not have a material impact on the
  Companys results of operations or financial positions.

Product Research and Development

We do not anticipate incurring research and development expenditures
  during the next 12 months.

Acquisition or Disposition of Plant and Equipment

We do not anticipate the sale of any significant property,
  plant or equipment during the 12 months. We do not anticipate

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the acquisition of any significant property, plant or equipment
  during the next 12 months.

Management and Number of Employees

We are in the development stage and currently have no full
  time employees. We do not anticipate hiring any full time employees during the
  next 12 months.

Eric Boehnke is our sole officer and director. There are no
  persons other than Mr. Boehnke who devote any of their time to our affairs.
  All references herein to our management are to Eric Boehnke. Mr. Boehnke is
  also the sole shareholder of Big Sky Management Ltd. Mr. Boehnke, as our president,
  has agreed to allocate a limited portion of his time to our activities after
  the effective date of this registration statement without compensation. Potential
  conflicts may arise with respect to the limited time commitment by Mr. Boehnke
  and the potential demands of our activities.

The amount of time spent by Eric Boehnke on our activities
  is not predictable. Such time may vary widely from an extensive amount when
  reviewing a target company to an essentially quiet time when activities of management
  focus elsewhere, or some amount in between. It is impossible to predict with
  any precision the exact amount of time Mr. Boehnke will actually be required
  to spend to locate a suitable target company. Mr. Boehnke estimates that our
  business plan can be implemented by devoting approximately 10 to 25 hours per
  month over the course of several months but such figure cannot be stated with
  precision, and he will not perform any services on our behalf until after this
  registration statement has been cleared by the Commission.

Search for Business Opportunities

Our search will be directed toward small and medium sized
  enterprises, which have a desire to become reporting corporations and which
  are able to provide audited financial statements. We do not propose to restrict
  our search for business opportunities to any particular geographical area or
  industry, and may, therefore, engage in essentially any business, to the extent
  of our limited resources. This includes industries such as service, manufacturing,
  high technology, product development, medical, communications and others. Our
  discretion in the selection of business opportunities is unrestricted, subject
  to the availability of such opportunities, economic conditions, and other factors.
  No assurance can be given that we will be successful in finding or acquiring
  a desirable business opportunity, and no assurance can be given that any acquisition,
  which does occur, will be on terms that are favorable to us or our majority
  stockholder.

In the event of a successful merger or acquisition, we may
  pay finders fee in the form of cash or common stock in the merged entity. The
  amount of any finders fee will be subject to negotiation, and cannot be estimated
  at this time.

We may merge with a company that has retained one or more
  consultants or outside advisors. In that situation, we expect that the target
  company will compensate the consultant or outside advisor. As of the date of
  this filing, there have been no discussions, agreements or understandings with
  any representatives of the owners of any business or company regarding the possibility
  of a merger or acquisition between us and such other company. Consequently,
  we are unable to predict how the amount of such compensation may be calculated
  at this time.

We will not restrict our search to any specific kind of firm,
  but may acquire a venture which is in its preliminary or development stage,
  one which is already in operation, or in a more mature stage of its corporate
  existence. The acquired business may need to seek additional capital, may desire
  to have its shares publicly traded, or may seek other perceived advantages which
  we may offer. However, we do not intend to obtain funds to finance the operation
  of any acquired business opportunity until such time as we have successfully
  consummated the merger or acquisition transaction unless such financing is part
  of such transaction. There are no loan arrangements or arrangements for any
  financing whatsoever relating to any business opportunities.

In order to facilitate the foregoing, on January 16, 2004
  we entered into a one year Consulting Agreement with Kashner Davidson Securities
  Corporation, a registered broker-dealer in Sarasota, Florida, pursuant to which
  Kashner Davidson agreed to assist us in (i) developing, studying and evaluating
  business opportunities and merger and acquisition proposals, (ii) obtaining
  financing.

Evaluation of Business Opportunities

The analysis of business opportunities will be under the supervision
  of our sole officer and director, who is not a

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professional business analyst. In analyzing prospective business
  opportunities, management will consider such matters as available technical,
  financial and managerial resources; working capital and other financial requirements;
  history of operations, if any; prospects for the future; nature of present and
  expected competition; the quality and experience of management services which
  may be available and the depth of that management; the potential for further
  research, development, or exploration; specific risk factors not now foreseeable,
  but which then may be anticipated to impact our proposed activities; the potential
  for growth or expansion; the potential for profit; the perceived public recognition
  or acceptance of products, services, or trades; name identification; and other
  relevant factors. In many instances, it is anticipated that the historical operations
  of a specific business opportunity may not necessarily be indicative of the
  potential for the future because of a variety of factors, including, but not
  limited to, the possible need to expand substantially, shift marketing approaches,
  change product emphasis, change or substantially augment management, raise capital
  and the like.

Management intends to meet personally with management and
  key personnel of the target business entity as part of its investigation. To
  the extent possible, we intend to utilize written reports and personal investigation
  to evaluate the above factors.

Prior to making a decision to participate in a business opportunity,
  we will generally request that we be provided with written materials regarding
  the business opportunity containing as much relevant information as possible.
  Including, but not limited to, such items as a description of products, services
  and company history; management resumes; financial information; available projections,
  with related assumptions upon which they are based; an explanation of proprietary
  products and services; evidence of existing patents, trademarks, or service
  marks, or rights thereto; present and proposed forms of compensation to management;
  a description of transactions between such company and its affiliates during
  the relevant periods; a description of present and required facilities; an analysis
  of risks and competitive conditions; a financial plan of operation and estimated
  capital requirements; audited financial statements, or if they are not available
  at that time, unaudited financial statements, together with reasonable assurance
  that audited financial statements would be able to be produced within a required
  period of time; and the like.

We are subject to the reporting requirements of the Exchange
  Act. Under the Exchange Act, any merger or acquisition candidate will become
  subject to the same reporting requirements of the Exchange Act as us following
  consummation of any merger or acquisition. Thus, in the event we successfully
  complete the acquisition of or merger with an operating business entity, that
  business entity must provide audited financial statements for at least two most
  recent fiscal years or, in the event the business entity has been in business
  for less than two years, audited financial statements will be required from
  the period of inception. We will not acquire or merge with any entity which
  cannot provide audited financial statements at or within a required period of
  time after closing of the proposed transaction. The audited financial statements
  of the acquired company must be furnished with 75 days following the effective
  date of a business combination.

When a non reporting company becomes the successor of a reporting
  company by merger, consolidation, exchange of securities, acquisition of assets
  or otherwise, the successor company is required to provide in a Form 8 K current
  report the same kind of information that would appear in a registration statement,
  including audited and pro forma financial statements. The Commission treats
  these Form 8 K filings in the same way it treats the registration statements
  on Form 10 SB filings. The Commission subjects them to its standards of review
  selection, and the Commission may issue substantive comments on the sufficiency
  of the disclosures represented. If we enter into a business combination with
  a non reporting company, such non reporting company will not receive reporting
  status until the Commission has determined that it will not review the 8 K filing
  or all of the comments have been cleared by the Commission.

Management believes that various types of potential merger
  or acquisition candidates might find a business combination with us to be attractive.
  These include acquisition candidates desiring to create a public market for
  their shares in order to enhance liquidity for current stockholders, acquisition
  candidates which have long term plans for raising capital through public sale
  of securities and believe that the possible prior existence of a public market
  for their securities would be beneficial, and acquisition candidates which plan
  to acquire additional assets through issuance of securities rather than for
  cash, and believe that the possibility of development of a public market for
  their securities will be of assistance in that process. Notwithstanding the
  preceding, we have not conducted market research and are not aware of statistical
  data which would support the perceived benefits of a merger or acquisition transaction
  for the owners of a business opportunity.

We are unable to predict when we may participate in a business
  opportunity. It expects, however, that the analysis of

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specific proposals and the selection of a business opportunity
  may take several months or more. There can also be no assurances that we are
  able to successfully pursue a business opportunity. In that event, there is
  a substantial risk to us that failure to complete a business combination will
  significantly restrict our business operation and force management to cease
  operations and liquidate the Company.

Acquisition of a Business Opportunity

In implementing a structure for a particular business combination,
  we may become a party to a merger, consolidation, reorganization, joint venture,
  or licensing agreement with another entity. We may also acquire stock or assets
  of an existing business. In connection with a merger or acquisition, it is highly
  likely that an amount of stock constituting control of the Company would either
  be issued by us or be purchased from our current principal stockholder by the
  acquiring entity or its affiliates, and accordingly, the shareholders of the
  target company, typically, become the majority of the shareholders of the combined
  company, the board of directors and officers of the target company become the
  new board and officers of the combined company and often the name of the target
  company becomes the name of the combined company. There are currently no arrangements
  that would result in a change of control of the Company.

It is anticipated that any securities issued as a result of
  consummation of a business combination will be issued in reliance upon one or
  more exemptions from registration under applicable federal and state securities
  laws to the extent that such exemptions are available. In some circumstances,
  however, as a negotiated element of its transaction, we may agree to register
  all or a part of such securities immediately after the transaction is consummated
  or at specified times thereafter. If such registration occurs, of which there
  can be no assurance, it will be undertaken by the surviving entity after we
  have consummated a business combination and we are no longer considered a blank
  check company. Until such time as this occurs, we will not attempt to register
  any additional securities. There are no plans, proposals, arrangements or understandings
  with respect to the sale or issuance of additional securities.

While the actual terms of a transaction to which we may be
  a party cannot be predicted, it may be expected that the parties to the business
  transaction will find it desirable to avoid the creation of a taxable event
  and thereby structure the acquisition in a "tax free" reorganization under Sections
  351 or 368 of the Internal Revenue Code of 1986, as amended. However, treatment
  as a tax free reorganization will not be a condition of any future business
  combination and if that is not the case, we will not obtain an opinion of counsel
  that the reorganization will be tax free.

With respect to any merger or acquisition, negotiations with
  target company management are expected to focus on the percentage of the Company
  which the target company shareholders would acquire in exchange for all of their
  shareholdings in the target company. Depending upon, among other things, the
  target companys assets and liabilities, our shareholders will in all likelihood
  hold a substantially lesser percentage ownership interest in us following any
  merger or acquisition. The percentage ownership may be subject to significant
  reduction in the event we acquire a target company with substantial assets.
  Any merger or acquisition effected by us can be expected to have a significant
  dilutive effect on the percentage of shares held by our shareholders at such
  time.

We will participate in a business opportunity only after the
  negotiation and execution of appropriate agreements. Although the terms of such
  agreements cannot be predicted, generally such agreements will require certain
  representations and warranties of the parties thereto, will specify certain
  events of default, will detail the terms of closing and the conditions which
  must be satisfied by the parties prior to and after such closing, outline the
  manner of bearing costs, including costs associated with our attorneys and accountants,
  and will include miscellaneous other terms.

It is anticipated that we will not be able to diversify, but
  will essentially be limited to the acquisition of one business opportunity because
  of our limited financing. This lack of diversification will not permit us to
  offset potential losses from one business opportunity against profits from another,
  and should be considered an adverse factor affecting any decision to purchase
  our securities.

There are no present plans, proposals, arrangements or understandings
  to offer the shares of the post merger company to third parties if any mergers
  occur, and there is no a marketing plan to distribute the shares of the post
  merger company to third parties. Neither Mr. Boehnke, Big Sky Management Ltd.
  nor its officer, director, promoter, affiliates, or associates have had any
  preliminarily contact, agreements or understandings with anyone to help sell
  these shares.

We intend to seek to carry out our business plan as discussed
  herein. In order to do so, we need to pay ongoing expenses, including particularly
  legal and accounting fees incurred in conjunction with preparation and filing
  of this

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registration statement, and in conjunction with future compliance
  with our on going reporting obligations. Eric Boehnke has agreed to advance
  funds to us to pay these expenses, until such time as we complete a business
  combination. There is no minimum or maximum amount Mr. Boehnke will loan to
  us. In the event that Mr. Boehnke fails to loan us funds to pay our expenses,
  we have not identified any alternative sources and there will be substantial
  doubt about our ability to continue as a going concern. We currently do not
  intend to raise funds, either debt or equity, from investors while we are a
  blank check company, and we will not borrow any funds to make any payments to
  our management or his affiliates or associates.

Investment Company Act of 1940

Although, upon this registration statement becoming effective,
  we will be subject to regulation under the Securities Exchange Act of 1934,
  management believes we will not be subject to regulation under the Investment
  Company Act of 1940, insofar as we will not be primarily engaged in the business
  of investing or trading in securities. In the event we engage in a business
  combination which results in our holding passive investment interests in a number
  of entities, we could be subject to regulation under the Investment Company
  Act of 1940. In such event, we would be required to register as an investment
  company and could be expected to incur significant registration and compliance
  costs. We have obtained no formal determination from the Commission as to our
  status under the Investment Company Act of 1940 and, consequently, any violation
  of such Act would subject us to material adverse consequences.

As the controlling shareholder of the Company, Big Sky may
  participate in a business opportunity by purchasing, holding or selling the
  securities of such business. Big Sky does not, however, intend to engage primarily
  in such activities. Specifically, Big Sky intends to conduct its activities
  so as to avoid being classified as an "investment company" under the Investment
  Company Act of 1940, as amended, and therefore to avoid application of the costly
  and restrictive registration and other provisions of the Investment Company
  Act, and the regulations promulgated thereunder.

Section 3(a) of the Investment Company Act contains the definition
  of an "investment company," excluding any entity that does not engage primarily
  in the business of investing, reinvesting or trading in securities, or that
  does not engage in the business of investing, owning, holding or trading "investment
  securities" (defined as "all securities other than government securities or
  securities of majority owned subsidiaries") the value of which exceeds 40% of
  the value of its total assets (exclusive of government securities and cash items).
  Additionally, Big Sky has fewer than 100 shareholders (of which there are currently
  only one) and is not making and does not intend to make a public offering of
  its securities. Management of Big Sky believes that Big Sky is not deemed to
  be an investment company by virtue of one of exemptions provided under the Investment
  Company Act of 1940, as amended.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
  MARKET RISK

The Company is not exposed to foreign currency risk due to
  the Companys revenue transactions being conducted in U.S. dollars.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive and its Chief Financial Officer,
  after evaluating the effectiveness of the Company's disclosure controls and
  procedures (as defined in the Securities Exchange Act of 1934 Rules l3a-14(c)
  and 15d- 14(c) as of a date within 90 days of the filing date of this quarterly
  report on Form 10-QSB (the "Evaluation Date"), have concluded that as of the
  Evaluation Date, the Company's disclosure controls and procedures were adequate
  and effective to ensure that material information relating to the Company would
  be made known to it by others within the Company, particularly during the period
  in which this quarterly report on Form 10-QSB was being prepared.

Changes in Internal Controls

There were not significant changes in the Company's internal
  controls or in other factors that could significantly affect the Company's disclosure
  controls and procedures subsequent to the Evaluation Date, nor any significant
  deficiencies or material weaknesses in such disclosure controls and procedures
  requiring corrective actions.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Our management is not aware of any legal proceedings contemplated
  by any governmental authority or any other party involving the Company. No director,
  officer or affiliate of the Company is (i) a party adverse to the Company in
  any legal proceedings, or (ii) has an adverse interest to the Company in any
  legal proceedings. Management is not aware of any other legal proceedings pending
  or that have been threatened against the Company or its mineral claims.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The Company has outstanding 6,982,204 shares of common stock
  and stock options entitling the holders hereof to purchase an additional 1,392
  shares as at December 31, 2003. There have been no changes in securities since
  the Companys fiscal year end. The stock options are exercisable at a price
  of $300 per share and expire in 2009. The stock option agreements provide for
  the appropriate adjustment in the class and number of share issued upon exercise
  of the options upon the occurrence of certain events, including any subdivision,
  consolidation or reclassification of the Companys share capital.

We currently have outstanding 600 shares of Series A Convertible
  Preferred Stock which are held by six stockholders. Each share of Series A Convertible
  Preferred Stock may be converted into shares of our common stock, at any time,
  on the basis of one share of preferred stock for that number of shares of common
  stock equal to $1,000 divided by the average closing bid price of our common
  stock for the five trading days immediately prior to the date of conversion,
  less a 25% discount. The Series A Convertible Preferred Stock does not pay dividends
  and carries no dividend or voting rights. As there are no limits on the number
  of shares of our common stock that could be issued upon conversion of our preferred
  stock, the lower the closing bid price of our common stock the greater number
  of shares of our common stock which could be issued upon conversion of our preferred
  stock. Accordingly, conversion of our Series A Convertible Preferred Stock may
  result in a change of control. In consideration for Eric Boehnke, our president,
  agreeing to take steps to effect our reorganization, the holder of our Series
  A Convertible Preferred Stock agreed not to convert any of their shares of Preferred
  Stock until December 31, 2003 unless otherwise agreed to by our board of directors.
  This date was subsequently extended to June 30, 2004.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

No report is required.

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

Not applicable

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

|(a) | Exhibits required to be
        attached by Item 601 of Regulation S-B are listed below and are incorporated
        herein by this reference.
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|(b) | Reports on Form 8-K.                                                                                                                          
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act
  of 1934, the registrant has duly caused this report to be signed on its behalf
  by the undersigned thereunto duly authorized.

HURON VENTURES INC.

February 16, 2004

/s/ Eric Boehnke

Eric Boehnke 
  President, Chief Financial Officer, Secretary and Director

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