UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549  FORM 10-QSB  xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 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: 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 o  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 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: December 13, 2005: 57,545,143 common shares outstanding.  Transitional Small Business Disclosure Format (Check one): Yes [
        ]
        Nox       2   PART I - FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS  The accompanying balance sheets of Northwest Passage Ventures, Ltd. at September 30, 2005 and June 30, 2005, and the statements of operations for the three months ended September 30, 2005 and 2004, and the cash flows for the three months ended September 30, 2005 and 2004, have been prepared by the Companys management and they include all information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations, and cash flows 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.      3    NORTHWEST PASSAGE VENTURES, LTD. (Development Stage Company) BALANCE SHEETS September 30, 2005 and June 30, 2005 (Unaudited)   (unaudited)Sep 30,
2005
        
        Jun 30,
2005ASSETSCURRENT ASSETSCash
        $
        5,638
        $
        6,024Total Current Assets
        $
        5,638
        
        6,024LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable-related party
        $
        0
        $
        0Total Current Liabilities
        
        0
        
        0STOCKHOLDERS' EQUITYCommon stock100,000,000 shares authorized at $.0001
par value; 30,261,000 shares issued and outstanding
        
        3,026
        
        3,026Capital in excess of par value
        
        101,724
        
        101,724Deficit accumulated during development  stage
        
        (99,112)
        
        (98,726)Total Stockholders' Equity
        
        5,638
        
        6,024       The accompanying notes are an integral part of these financial statements.      4    NORTHWEST PASSAGE VENTURES, LTD. (Development Stage Company) STATEMENTS OF OPERATIONS  (unaudited) For the Three Months Ended September 30, 2005, and 2004, and the Period August 22, 2003, (date of inception) to September 30, 2004, and the Period August 22, 2003, to June 30, 2005   Sept 30,
2005
        
        Sept 30,
2004
        
        Inception to Sep 30, 2005REVENUES
        $
        -
        $
        -
        $
        -EXPENSESAdministrative
        
        386
        
        34,480
        
        99,112NET LOSS
        $
        (386)
        $
        (34,480)
        $
        (99,112)NET LOSS PER COMMON SHAREBasic and diluted
        $
        -
        $
        -AVERAGE OUTSTANDING SHARESBasic (stated in 1,000's)
        
        30,261
        
        24,000           The accompanying notes are an integral part of these financial statements.      5   NORTHWEST PASSAGE VENTURES, LTD. (Development Stage Company) STATEMENT OF CASH FLOWS  (unaudited) For the Three Months Ended September 30, 2005, and 2004, and the Period August 22, 2003, (date of inception) to September 30, 2005   Sept 30,
2005
        
        Sept 30,
2004
        
        Inception to Sep 30, 2005CASH FLOWS FROM OPERATING ACTIVITIESNet loss
        $
        (386)
        $
        (34,480)
        $
        (99,112)Adjustments to reconcile net loss to net cash provided by operating activities:Net Change in Cash from Operations
        
        (386)
        
        (34,480)
        
        (99,112)CASH FLOWS FROM INVESTING ACTIVITIES
        
        -
        
        -
        
        -CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock
        
        -
        
        -
        
        104,750Increase (Decrease) in Cash
        
        (386)
        
        (34,480)
        
        5,638Cash at Beginning of Period
        
        6,024
        
        93,135
        
        -Cash at End of Period
        $
        5,638
        $
        58,655
        $
        5,638      The accompanying notes are an integral part of these financial statements.      6   NORTHWEST PASSAGE VENTURES, LTD. (Development Stage Company) Notes to Financial Statements September 30, 2005  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 has not started operations and 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. 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.      7    NORTHWEST PASSAGE VENTURES, LTD. (Development Stage Company) Notes to Financial Statements (Continued) September 30, 2005 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 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 September 30, 2005, the Company had a net operating loss available for carry forward of $99,112. The tax benefit of approximately $30,000 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 carryover will expire in 2025. 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 Development The company will expense advertising and market development costs as 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.      8   NORTHWEST PASSAGE VENTURES, LTD. (Development Stage Company) Notes to Financial Statements (Continued) September 30, 2005  3. COMMON CAPITAL STOCK On August 22, 2003, the Company completed a private placement offering of 24,000,000 common shares for $400 and during June, 2004, a registered offering of 6,261,000 common shares for $104,350. On June 4, 2005, the Company completed a forward stock split of six shares for each outstanding share. This report has been prepared showing post split shares from inception. 4.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES Officer's-director's have acquired 79% of the outstanding capital stock. The Company was organized for the purpose of establishing a marine adventure tourism business and for this purpose has leased a 34 foot Sunseeker vessel from a related party. The terms of the lease includes a daily charter fee of $500 plus all operating and maintenance expenses. The duration of the lease is month to month and can be cancelled with a 30 day notice.      9   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 September 30, 2005. 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 remains 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 September 30, 2005, the Company had $5,638 in cash and no liabilities. Our cash reserves are not sufficient to satisfy our operating requirements during the next three months. Should the Company proceed with implementing its planned activities, then we anticipate that cash reserves will be exhausted within approximately three months or, quite likely, sooner, 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. 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.      10   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. On June 4, 2005, the Companys common stock was split forward at a 6.0 for 1.0 ratio. The forward split increased our issued and outstanding share capital from 5,043,500 shares of common stock to 30,261,000 shares of common stock. On July 14, 2005, Mr. Arndt O. Roehlig resigned as an officer and director of the Company. On September 28, 2005, Mr. Arndt O. Roehlig returned to Company treasury all common stock issued to him being a total of 12,000,000 restricted common shares. Mr. Arndt O. Roehlig was not paid any compensation for these shares. On September 28, 2005, Mr. Axel G. Roehlig returned to Company treasury 250,000 restricted common shares. Mr. Axel G. Roehlig was not paid any compensation for these shares. Consequently, our issued and outstanding share capital decreased from 30,261,000 to 18,011,000 shares of common stock. On October 14, 2005, the Companys common stock was split forward at a 3.195 for 1.0 ratio. The forward split increased our issued and outstanding share capital from 18,011,000 shares of common stock to 57,545,145 shares of common stock. At September 30, 2005, we had negative working capital of $99,112 compared to negative working capital of $98,726 at June 30, 2005. This change is primarily the result of payment of administration fees. At September 30, 2005, our Company had total assets of $5,638 consisting of cash, which compares with our Company's total assets at June 30, 2005, of $6,024 consisting of cash. This change is primarily the

result of expenses related to administration fees. At September 30, 2005, our Company did not have any liabilities. Our total liabilities at June 30, 2005, were also nil. 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. We not expect our current cash reserves to survive longer than three months. 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. Results of Operations Our Company posted a loss of $386 for the three months ending September 30, 2005. The principal components of the loss were administration fees. Operating expenses for the three months ending September 30, 2005, were $386 compared to operating expenses of $98,726 for the year ending June 30, 2005.      11   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 September 30, 2005. 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 Current report filed July 20, 2005, stating that Mr. Arndt O. Roehlig resigned as Company director, secretary and treasurer. (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.      12   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:  December 13, 2005 By:  /s/
        Axel G. Roehlig Axel G. Roehlig President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, and a member of the Board of Directors