UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2004

      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: 333-110052

NORTHWEST PASSAGE VENTURES, LTD.
(Exact name of registrant as specified in its charter)

Nevada
(State of other jurisdiction of incorporation or organization)

20-0177856
(IRS Employer Identification Number)

509-207 West Hastings Street
Vancouver, British Columbia
V6B 1H7    Canada
(Address of principal executive offices)

(604) 687-3113
(Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter  period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [ x ] No [ ]

State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable date:

February 2, 2005: 5,043,500 common shares outstanding.

Transitional Small Business Disclosure Format (Check one):

     Yes []     No [X]



				-1-



PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying balance sheets of Northwest Passage Ventures, Ltd.
(development stage company) at December 31, 2004, and June 30,
2004, and the related  statement of operations and cash flows
for the three and six months ended December 31, 2004, and 2003,
and the period August 22, 2003 to December 31, 2004, have been
prepared by the Company's management in conformity with
generally accepted accounting principles 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 three and six months ended December 31,
2004, are not necessarily indicative of the results that can be
expected for the year ending June 30, 2005.


                      NORTHWEST PASSAGE VENTURES, LTD.
                        (Development Stage Company)
                             BALANCE SHEET
                   December 31, 2004 and June 30, 2004


                                           (Unaudited)    (Audited)
                                             Dec 31,       Jun 30,
                                               2004          2004

ASSETS
CURRENT ASSETS

     Cash                                    	$10,179   $93,135

          Total Current Assets			$10,179   $93,135


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

     Accounts payable-related party  		$ 0       $3,233

          Total Current Liabilities		  0        3,233



STOCKHOLDERS' EQUITY

     Common stock
        100,000,000 shares authorized at
	$0.0001 par value; 5,043,500 shares
	issued and outstanding          	  504         504

     Capital in excess of par value           104,246     104,246

     Deficit accumulated during development
	stage                                 (94,571)    (14,848)

          Total Stockholders' Equity            10,179      89,902

                                             $  10,179     $93,135


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


                               -2-


                      NORTHWEST PASSAGE VENTURES, LTD.
                        (Development Stage Company)
                         STATEMENTS OF OPERATIONS - unaudited
           For the Three and Six Months Ended December 31, 2004, and 2003,
and the Period August 22, 2003, (date of inception) to December 31, 2004


                            Three Months Ended	   Six Months Ended
				December 31	   December 31	      Aug 22, 2003
			    2004          2003     2004        2003   to Dec 31, 2004


REVENUES                   $  -          $ -       $ -        $  -     $  -

EXPENSES

  Equipment maintenance      6,338	   -        17,057       -      17,057
  Professional/Management   38,475         -        53,475	 -      53,475
  Administrative               430        107         9191     1,025    24,039

NET LOSS                  $(45,243)      (107)     (79,723)   (1,025)  (94,571)


NET LOSS PER COMMON
  SHARE

  Basic and diluted         $(.01)       $ -     	 $(.02)     $  -



AVERAGE OUTSTANDING
SHARES

Basic (stated in 1,000's)  5,043       4,000     	 5,043	    4,000


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


					-3-

                       NORTHWEST PASSAGE VENTURES, LTD.
                        (Development Stage Company)
                          STATEMENT OF CASH FLOWS - unaudited
            For the Six Months Ended December 31, 2004, and 2003,
and the Period August 22, 2003, (date of inception) to December 31, 2004


					Six Months Ended
					  December 31		Aug 22, 2003
					2004	    2003	to Dec 31, 2004

CASH FLOWS FROM
 OPERATING ACTIVITIES

Net loss 	                       (79,723)    (1,025)      (94,571)

Adjustments to reconcile net
  loss to net cash provided by
  operating activities:

     Change in accounts payable         (3,233)        -            -



     Net Cash in Cash from Operations  (82,956)     (1,025)     (94,571)



CASH FLOWS FROM INVESTING
    ACTIVITIES                            -            -           -


CASH FLOWS FROM  FINANCING
    ACTIVITIES

Proceeds from loan                        -           958
Proceeds from issuance of common
stock 	                                  -	      400      104,750



Increase (Decrease) in Cash           (82,956)        333	10,179

Cash at Beginning of Period 	       93,135	       -           -

Cash at End of Period                 $10,179       $ 333      $10,179


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

				-4-


NORTHWEST PASSAGE VENTURES, LTD.
(Development Stage Company)
Notes to Financial Statements
December 31, 2004
(Unaudited)

1.  ORGANIZATION

The Company was incorporated under the laws of the State of Nevada
on August 22, 2003, with authorized common stock of 100,000,000 shares at
a par value of $.0001. The Company was organized for the purpose of establishing
a marine adventure tourism business.

The Company is in the development stage.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual
method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Earnings (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding. Diluted net income
(loss) per share amounts are computed using the weighted average
number of common shares and common equivalent shares outstanding as
if shares had been issued on the exercise of any common share rights
unless the exercise becomes antidilutive and then only the basic per
share amounts are shown in the report.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of the assets
and liabilities, the disclosure of contingent assets and liabilities,
and the reported revenues and expenses.  Actual results could vary from
the estimates that were assumed in preparing these financial statements.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers
all highly liquid investments with a maturity of three months or less to
be cash equivalents.

					-5-

NORTHWEST PASSAGE VENTURES, LTD.
(Development Stage Company)
Notes to Financial Statements (Continued)
December 31, 2004

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company utilizes the liability method of accounting for income
taxes. Under the liability method deferred tax assets and
liabilities are determined based on the differences between the financial
reporting and the tax bases of the assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect, when the
differences are expected to reverse. An allowance against deferred tax
assets is recorded, when it is more likely than not, that such tax
benefits will not be realized.

On December 31, 2004, the Company had a net operating loss available for
carry forward of $94,571. The tax benefit of approximately $29,000 from
the carry forwards have been fully offset by a valuation reserve
because the use of the future tax benefit is undeterminable since
the Company has not started operations. The loss carry forward will
expire in 2025.

Financial Instruments

The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values
due to their short term maturities.

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risk.

Revenue Recognition

Revenue will be recognized on the sale and delivery of a product or the
completion of a service provided.

Advertising and Market Department

The Company will expense advertising and market development costs as incurred.

					-6-

NORTHWEST PASSAGE VENTURES, LTD.
(Development Stage Company)
Notes to Financial Statements (Continued)
December 31, 2004

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Offering Costs

Costs directly attributable to any proposed or actual offering of securities
will be charged against the gross proceeds of the offering, however, costs of
an aborted offering will be expensed. At the date of this report no offering
costs had been incurred.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.

3. COMMON CAPITAL STOCK

The Company completed a private placement offering of 4,000,000 common
shares to the founders for $400. During June, 2004, a registered
offering was completed for the sale of 1,043,500 common shares
for $104,350.

4.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officers-directors have acquired 79% of the outstanding capital stock.

					-7-

NOTE 1:  Basis of Presentation

These unaudited financial statements have been prepared in accordance with the
instructions to SEC Form 10-QSB. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such instructions. These unaudited financial statements should be
read in conjunction with the audited financial statements and notes thereto for
the period ended June 30, 2004.

In the opinion of the Companys management, all adjustments considered necessary
for a fair presentation of these unaudited financial statements have been
included and all such adjustments are of a normal recurring nature. Operating
results for the three and six month periods ended December 31, 2004, are not
necessarily indicative of the results that can be expected for the year ended
June 30, 2005.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the
financial statements and the related notes thereto included elsewhere in
this quarterly report for the period ended December, 2004. This quarterly
report contains certain forward-looking statements and the Company's
future operating results could differ materially from those discussed
herein. Certain statements contained in this Report, including, without
limitation, statements containing the words "believes", "anticipates,"
"expects" and the like, constitute "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Given these uncertainties,
readers are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to
update any such factors or to announce publicly the results of any
revisions of the forward-looking statements contained or incorporated by
reference herein to reflect future events or developments.

Overview:
The Company was incorporated in the State of Nevada on August 22, 2003. The
Company is in the development stage of its business of establishing a
marine adventure tourism business providing luxury excursions
throughout the Pacific Northwest, primarily in and around Vancouver and the
Gulf Islands, British Columbia, Canada. The Company owns a website through
which it intends to market its services and possibly attract advertisers
to its website.

The Company has been in the development stage since its inception and
and has not generated any revenues from its planned operations. Management
currently devotes most of its time to developing a market for its business
and raising additional funds. As of December 31, 2004, the Company had
$10,179 in cash and no liabilities. Should the Company proceed
with implementing its planned activities, then we anticipate that cash
reserves will be exhausted within approximately three months if
significant revenue is not generated during this time. For the company
to remain in business for more than three months, we believe that we need
to raise additional funds through loans and/or equity financing.

					-8-

The ability of the Company to emerge from the development stage with
respect to its planned principal operations is dependent upon its ability
to raise additional funds and/or generate significant revenue through
operations. There is no guarantee that the Company will be able to complete
any of the above objectives. This raises significant doubt regarding the
Company's ability to continue as a going concern.

Financial Condition, Liquidity and Capital Resources

Since inception on August 22, 2003, the purpose of our Company has
been to establish a marine adventure tourism business. Our
principal capital resources have been acquired through issuance of
common stock.

On May 7, 2004, the Securities and Exchange Commission issued an
order declaring our SB-2 Registration Statement effective pursuant
to section 8(a) of the Securities Act of 1933, as amended.

On June 28, 2004, we completed our public offering by raising
$104,350. We sold 1,043,500 shares of our common stock at an offering
price of ten cents per share.

On November 2, 2004, our common stock was approved for listing on the
Over-The-Counter Bulletin Board under the trading symbol NWPV. As of
the date of this filing, there has not been any trading of our shares
on the Over-The-Counter Bulletin Board.

At December 31, 2004, we had negative working capital of $94,571
compared to negative working capital of $14,848 at June 30, 2004. This
change is primarily the result of payment of equipment purchase and
maintenance, administration, and professional/management fees.

At December 31, 2004, our Company had total assets of $10,179 consisting
of cash, which compares with our Company's total assets at June 30,
2004, of $93,135 consisting of cash. This change is primarily the
result of expenses related to equipment purchase and maintenance,
administration, and professional/management fees.

At December 31, 2004, our Company did not have any liabilities.
To compare, our total liabilities at June 30, 2004, were $3,233. This
amount represented the balance owing of a related party loan which has
now been paid in full.

Our Company has not had revenues since inception. Until the Company
commences business operations, it anticipates surviving with
its current cash reserves and if possible, from shareholder loans and/or
funding from sales of its securities.

Our Company has no long-term debt and does not regard long-term borrowing
as a good, prospective source of financing.

We will not be conducting any product research or development. We do not
expect to purchase or sell any significant equipment nor do we expect any
significant changes in the number of our employees.

					-9-

Results of Operations

Our Company posted a loss of $45,243 for the three months ending December 31,
2004, and a loss of $79,723 for the six months ending December 31, 2004.
The principal components of the loss were equipment purchase and maintenance,
administration, and professional/management fees. Operating expenses for the
three months ending December 31, 2004, were $45,243; operating expenses for
the six months ending December 31, 2004, were $79,723 compared to operating
expenses of $14,848 for the year ending June 30, 2004.

Item 3.  Controls and Procedures

We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Securities
Exchange Act of 1934 reports is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms,
and that such information is accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.

Our management carried out an evaluation, under the supervision and
with the participation of the Company's management, including the
Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based
upon the foregoing, the Company's Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in connection with the filing of this
Quarterly Report on Form 10-QSB for the quarter ended December 31, 2004.

There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any significant
deficiencies or material weaknesses of internal controls that would
require corrective action.

Part II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

(a) Reports on Form 8-K

No reports on Form 8-K were filed during the quarter for which this report is
filed.

(b) Exhibits

31 - Certification of Principal Executive Officer and Principal Financial
Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 - Certification of Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

					-10-

SIGNATURES

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

      NORTHWEST PASSAGE VENTURES, LTD.
      (Registrant)




Date:  February 2, 2005       By:  /s/   Axel G. Roehlig
                                         Axel G. Roehlig
                                         President, Chief Executive Officer,
                                         Chief Financial Officer, Principal
                                         Accounting Officer, and a member of
                                         the Board of Directors







 					-11-