UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB  x
        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2006 [
        ]
        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from_________to__________ Commission file number333-20895 NORTHWEST PASSAGE VENTURES, LTD.(Exact name of small business issuer as specified in its charter)  Nevada
        
        20-0177856(State or other jurisdiction of incorporation or organization)
        
        (I.R.S. Employer Identification No.)  509-207 West Hastings Street
Vancouver, British Columbia
V6B 1H7   Canada(Address of principal executive offices)  604.687.3113(Issuers telephone number)  N/A(Former name, former address and former 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 Exchange Act during the past 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.      YesxNo [   ] 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: 57,545,143 outstanding common shares issued and outstanding as at May 1, 2006. Transitional Small Business Disclosure Format (Check one):
        Yes o
        Nox       2    PART I - FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS       3   NORTHWEST PASSAGE VENTURES, LTD. (Development Stage Company) BALANCE SHEETS March 31, 2006 and June 30, 2005   (Unaudited)Mar 31, 2006
        
        Jun 30, 2005ASSETSCURRENT ASSETSCash
        $
        336
        $
        6,024Total Current Assets
        $
        336
        $
        6,024LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIESAccounts payable-related party loan
        $
        766
        $
        -Total Current Liabilities
        $
        766
        $
        -STOCKHOLDERS' EQUITYCommon stock100,000,000 shares authorized at $.0001 par value; 57,545,143 shares issued and outstanding
        
        5,754
        
        9,668Capital in excess of par value
        
        98,996
        
        95,082Deficit accumulated during development  stage
        
        (105,180)
        
        (98,726)Total Stockholders' Equity
        
        (430)
        
        6,024$
        336
        $
        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 and Nine Months Ended March 31, 2006, and 2005, and the Period August 22, 2003, (date of inception) to March 31, 2006   Three Months
        Nine MonthsMar 31, 2006
        
        Mar 31, 2005
        
        Mar 31, 2006
        
        Mar 31, 2005
        
        Aug 22, 2003 to Mar 31, 2006REVENUES
        $
        -
        $
        -
        $
        -
        $
        -
        $
        -EXPENSESAdministrative
        
        536
        
        2,430
        
        6,454
        
        83,406
        
        105,180NET OPERATING LOSS
        $
        (536)
        $
        (2,430)
        $
        (6,454)
        $
        (83,406)
        $
        (105,180)LOSS PER COMMON SHAREBasic and diluted
        $
        -
        $
        -
        $
        -
        $
        -
        $
        -AVERAGE OUTSTANDING SHARES  stated in 1,000sBasic
        
        57,545
        
        57,545
        
        57,545
        
        57,545        The accompanying notes are an integral part of these financial statements.      5   NORTHWEST PASSAGE VENTURES LTD. (Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Period August 22, 2003, (date of inception) to March 31, 2006    Common Stock
        
        Capital in Excess of Par Value
        
        Accumulated DeficitShares
        
        AmountBalance August 22, 2003 (date of inception)
        -
        $
        -
        $
        -
        $
        -Issuance of common stock for cash   August 22, 2003
        76,680,000
        
        7,668
        
        (7,268)
        
        -Issuance of common stock for cash  June, 2004
        20,003,895
        
        2,000
        
        102,350
        
        -Net operating loss for the  period August 22, 2003 to June 30, 2004
        -
        
        -
        
        -
        
        (14,848)Net operating loss for the  period August 22, 2003 to June 30, 2005
        -
        
        -
        
        -
        
        (83,878)Balance, June 30, 2005
        96,683,895
        
        9,668
        
        95,082
        $
        (98,726)Return and cancellation of Common shares
        39,138,752
        
        (3,914)
        
        3,914
        
        -Net operating loss for the nine  months ended March 31, 2006
        -
        
        -
        
        -
        
        -Balance March 31, 2006
        57,545,143
        $
        5,754
        $
        98,996
        $
        (105,180)      The accompanying notes are an integral part of these financial statements.      6    NORTHWEST PASSAGE VENTURES, LTD. (Development Stage Company) STATEMENT OF CASH FLOWS - (unaudited) For the Nine Months Ended March 31, 2006, and 2005, and the Period August 22, 2003, (date of inception) to March 31, 2006   Nine Months Ended  March 31
        
        Inception  to Mar 31, 20062006
        
        2005CASH FLOWS FROM  OPERATING ACTIVITIESNet loss
        
        (6,454)
        
        (83,406)
        
        (105,180)Adjustments to reconcile net  loss to net cash provided by  operating activities:Change in accounts payable
        
        
        
        (2,530)Net Cash used in Operations
        
        (6,454)
        
        (85,936)
        
        (105,180)CASH FLOWS FROM INVESTING ACTIVITIESProceeds from issuance of common stock
        
        -
        
        -
        
        104,750Proceeds from related party loan
        
        766
        
        -
        
        766Increase (Decrease) in Cash
        
        (5,688)
        
        (85,936)
        
        336Cash at Beginning of Period
        
        6,024
        
        93,135
        
        -Cash at End of Period
        $
        336
        $
        7,199
        $
        336      The accompanying notes are an integral part of these financial statements.       7    NORTHWEST PASSAGE VENTURES, LTD. (Development Stage Company) Notes to Financial Statements March 31, 2006  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.         8    NORTHWEST PASSAGE VENTURES, LTD. (Development Stage Company) Notes to Financial Statements (Continued) March 31, 2006  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 March 31, 2006, the Company had a net operating loss available for carry forward of $105,180. The tax benefit of approximately $32,000 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 2026.  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.      9   NORTHWEST PASSAGE VENTURES, LTD. (Development Stage Company) Notes to Financial Statements (Continued) March 31, 2006  3. COMMON CAPITAL STOCK  On August 22, 2003, the Company completed a private placement offering of 76,680,000 post-split common shares for $400 and during June, 2004, a registered offering of 20,003,895 post-split common shares for $104,350.  On June 4, 2005, the Company completed a forward stock split of six shares for each outstanding share.  On October 14, 2005, the Company completed a forward stock split of 3.195 shares for each outstanding share as part of the return and cancellation of 39,138,752 post-split shares.  This report has been prepared showing post split shares from inception.  4.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES  Officer's-director's have acquired 65.2% 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.  FINANCIAL STATEMENTS  The accompanying balance sheets of Northwest Passage Ventures, Ltd. at March 31, 2006, and June 30 2005, and the statements of operations for the three and nine months ended March 31, 2006 and 2005, and the cash flows for the nine months ended March 31, 2006 and 2005, 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 and financial position have been included and all such adjustments are of a normal recurring nature.  Operating results for the nine months ended March 31, 2006 are not necessarily indicative of the results that can be expected for the year ending June 30, 2006.        10   ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act.  Forward-looking statements deal with our current plans, intentions, beliefs and expectations and are statements of future economic performance.  Statements containing terms like "believes", "does not believe", "plans", "expects", "intends", "estimates", "anticipates", and other phrases of similar meaning are considered to imply uncertainty and are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from what is currently anticipated.  We make cautionary statements throughout this report and the documents we have incorporated by reference, including those stated under the heading "Risk Factors".  You should read these cautionary statements as being applicable to all related forward-looking statements wherever they appear in this report, the materials referred to in this report, and the materials incorporated by reference into this report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.  In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.  All references to common shares refer to the common shares in our capital stock. As used in this quarterly report, the terms we, us, our, and Northwest means Northwest Passage Ventures, Ltd., unless otherwise indicated. General We were incorporated in the State of Nevada on August 22, 2003 and remain in the development stage of our 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. We own a website through which we intend to market our services and possibly attract advertisers to our website. The address of our principal executive office is Suite 509 207 West Hastings Street, Vancouver, BC, Canada, V6B 1H7.  Our telephone number is 604-687-3113. Our Current Business We have been in the development stage since inception and have not generated any revenues from our planned operations.  Management currently devotes most of its time to developing a market for our business and raising additional funds.  As of March 31, 2006, we had $336 in cash and liabilities of $766. Our cash reserves are not sufficient to satisfy our operating requirements during the next three months. Should we proceed with implementing our planned activities, then we anticipate that cash reserves will be exhausted within approximately three months or, quite likely, sooner, if significant revenue is not     11   generated during this time. For our 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. Our ability to emerge from the development stage with respect to our planned principal operations is dependent upon our ability to raise additional funds and/or generate significant revenue through operations. There is no guarantee that we will be able to complete any of the above objectives. This raises significant doubt regarding our ability to continue as a going concern. Employees Currently we have no full-time or part-time employees.  Mr. Roehlig, our sole director and officer provides services on a month-to-month basis.  Mr. Roehlig has not signed an employment or consulting agreement with us.  We do not expect any material changes in the number of employees over the next 12 month period.  We may enter into formal written service agreements with Mr. Roehlig or any future directors or officers in the future. Plan of Operations From the date of our incorporation on August 22, 2003 to March 31, 2006, we have been a start up company that has generated minimal revenues. Our operating expenses are classified primarily into the following category: 
        operating expenses, which consist primarily of the expenses incurred for administrative expenses.  The amount incurred by our company during the period from inception on August 22, 2003 to March 31, 2006 was $105,180. We intend to continue the development of our business.  We anticipate we will require up to $40,000  $100,000 for the 12 months ending March 31, 2007 to fund our obligations in respect of our business development and for our ongoing operational expenses. Marketing and Sales Plan Over the next 12 months, we will continue to maintain our website and establish strategic relationships with certain providers of travel related products and services including: 
        four and five star hotels and resorts; 
        car rental agencies; 
        airlines; 
        restaurants; 
        travel agencies; and 
        executive corporate planners. We expect to publish printed materials that will be freely distributed by these providers of travel related products and services. Product Research and Development We will not be conducting any product research or development.      12   Personnel Plan We do not currently plan to add more personnel to our company. Financial Condition, Liquidity and Capital Resources Our principal capital resources have been through the issuance of common stock, although we may use shareholder loans, advances from related parties, or borrowing in the future. At March 31, 2006, we had working capital deficit of $430. At March 31, 2006, our total assets were $336. At March 31, 2006, our total current liabilities were $766. Operating expenses for the three-months ended March 31, 2006 were $536 compared to $105,180 since incorporation. At March 31, 2006, we had cash on hand of $336. Cash Requirements Presently, our revenues are not sufficient to meet our operating and capital expenses.  Management projects that we will require additional funding to expand our current operations, although we anticipate that our current funds will enable us to address our minimal current and ongoing expenses and continue with the marketing and promotional activity connected with the development and marketing of our business throughout the period ending March 31, 2007. There is some doubt about our ability to continue as a going concern as the continuation of our business is dependent upon the successful and sufficient market acceptance of our tourism services. The issuance of additional equity securities by us will result in a dilution in the equity interests of our current stockholders.  Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. We have incurred operating losses since inception.  As we had cash on hand of $336 as at March 31, 2006, management projects that we may require an additional $40,000 - $100,000 to fund our ongoing operating expenditures and working capital requirements. There are no assurances that we will be able to obtain further funds as may be required for our continued operations.  If required, we will pursue various financing alternatives to meet our immediate and long-term financial requirements, which we anticipate will consist of further private placements of equity securities, advances from related parties or shareholder loans.  We have not entered into any definitive agreements with any shareholders or related parties for the provision of loans or advances.  There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.  If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations. Purchase of Significant Equipment We do not anticipate that we will expend any significant amount on equipment for our present or future     13   operations. Application Of Critical Accounting Policies Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by managements application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials. In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates. Income Taxes We utilize 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 March 31, 2006, we had a net operating loss available for carry forward of $105,180.  The tax benefit of approximately $32,000 from the carry forwards have been fully offset by a valuation reserve because the use of the future tax benefit is undeterminable since we have not started operations. The loss carry forward will expire in 2026. Financial and Concentrations Risk We do 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 We will expense advertising and market development costs as incurred. Recent Accounting Pronouncements We do not expect that the adoption of other recent accounting pronouncements will have a material impact on our financial statements. RISK FACTORS Much of the information included in this quarterly report includes or is based upon estimates, projections or other forward-looking statements.  Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and     14   reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein.  We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements. Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below.  We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements.  In evaluating us, our business and any investment in our business, readers should carefully consider the following factors. Risks Associated with our Business We are a development stage company with a limited operating history which makes it difficult to evaluate whether we will operate profitably. We do not have any operating history.  We were founded on August 22, 2003, and from the date of inception to March 31, 2006, we had a net loss of $430. We expect to incur additional losses for the foreseeable future and will go out of business if we fail to generate sufficient revenue.  Additional losses will result from costs and expenses related to: implementing our business model; developing and marketing our services; developing and maintaining our website; securing and maintaining clientele; and developing strategic relationships. In addition to the above, you should consider our prospects in light of the risks and difficulties often encountered by early development stage companies, such as: an unpredictable business environment; the difficulty of managing growth; and the effectiveness of our business model.  If we do not effectively manage these risks, we will go out of business.  To address these risks, we must, among other things: create a customer base; develop a referral network; implement our business and marketing strategy; and provide superior customer service. We cannot be sure that we will be successful in addressing these risks and uncertainties, and our failure to do so could have a materially adverse effect on our financial condition and continued operations.  In addition, our operating results are dependent to a large degree upon factors outside of our control, including among other things, increased competition.  There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business and financial condition. We have not generated substantial revenue from our business and we may need to raise additional funds in the near future.  If we are not able to obtain future financing when required, we might be forced to discontinue our business. Because we have not generated substantial revenue from our business and we cannot anticipate when we will be able to generate revenue from our business, we will need to raise additional funds for the future development of our business and to respond to unanticipated requirements or expenses.  We anticipate that we will need to raise further financing for the 12 month period ending March 31, 2007 in the approximate amount of $40,000  $100,000.  We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required.  The most likely source of future funds presently available to us is through the sale of equity capital.  Any sale of share capital will result in dilution to existing shareholders.  Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our
future indebtedness or that we will not default on our future debts, jeopardising our business viability.  Finally, we may not be able to     15   borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct business, which might result in the loss of some or all of your investment in our common stock. The loss of Axel G. Roehlig may affect our ability to raise additional capital. Our president, secretary and treasurer, Axel G. Roehlig, was instrumental in the development of our business and the development of our fund raising strategy and locating the sources of our capital.  Our ability to raise additional capital depends upon the continued service and performance of Mr. Roehlig. Because our officers, directors and principal shareholders control a majority of our common stock, investors will have little or no control over our management or other matters requiring shareholder approval. Our officers and directors, in the aggregate, beneficially own 65.24% of issued and outstanding shares of our common stock.  As a result, they have the ability to control matters affecting minority shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers, directors and principal shareholders control the company, investors will not be able to replace our management if they disagree with the way our business is being run.  Because control by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock. Our success depends on our ability to sell our services via the internet. Our business may fail if charter boating services are not sought via the internet.  The use of the internet as a place where charter boating services are sought are not certain.  We expect that a substantial percentage of our customer base will be individuals who are not resident in British Columbia. In other words, we anticipate that many of our customers will be tourists.  We believe that that internet may serve as one of the most effective means of marketing our services to tourists.  However, if individuals are not willing, or are not able to use the internet to seek charter boating services, then we anticipate that fewer individuals will locate our business and seek our services.  As a consequence of attracting fewer customers, we may not generate sufficient income to allow us to remain in business and our business may fail. Our success is dependent on weather conditions which cannot be accurately predicted nor controlled. If weather conditions do not permit us to operate charters for an extended period of time, then we would not be able to provide any services, and consequently, would not generate any revenue.  Our business will be dependent on weather conditions which cannot be accurately predicted nor controlled.  If we experience extended periods of heavy rain, strong winds and/or other weather conditions that impede our operations, then we will not be able to attract customers nor operate charters.  If this were to happen, then we would not generate any revenue for an indefinite period of time and our business could fail. Costs of fuel may adversely affect our operating results. Rising and uncertain fuel costs will cause us to charge a fuel price surcharge to our customers.  Such price increases may discourage potential customers from using our services thus causing a decrease in revenue.  As well, a decrease in the number of tourists to the Vancouver region due to increased fuel costs may     16   result in a decrease in the number of customers that utilize our services with the result being a reduction in our revenue. Risks Associated with our Common Stock Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares. Our common stock is quoted on the OTC Bulletin Board service of the National Association of Securities Dealers.  Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with the companys operations or business prospects.  This volatility could depress the market price of our common stock for reasons unrelated to operating performance.  Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex.  Accordingly, shareholders may have difficulty reselling any of the shares. Our stock is a penny stock.  Trading of our stock may be restricted by the SECs penny stock regulations and the NADSDs sales practice requirements, which may limit a stockholders ability to buy and sell our stock. Our stock is a penny stock.  The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.  Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors.  The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock. In addition to the penny stock rules promulgated by the Securities and Exchange Commission, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customers financial status, tax status, investment objectives and other information.  Under interpretations of these rules, the NASD believes that there is a     17   high probability that speculative low priced securities will not be suitable for at least some customers.  The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock. Other Risks Because some of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the management for misconduct and may not be able to enforce judgment and civil liabilities against our officers, directors, experts and agents. All of our directors and officers are nationals and/or residents of countries other than the United States, specifically Canada, and all or a substantial portion of such persons assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.  Similar difficulties will exist for enforcements of judgments against our Canadian operating subsidiary that we utilize, or any effort to attach the assets of such subsidiary, to the extent that such assets are located outside of the United States. Item 3.
        Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our 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 our management, including our 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 management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-QSB for the quarter ended March 31, 2006. There were no changes in the our 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 1.
        Legal Proceedings. We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. Item 2.
        Unregistered Sales of Equity Securities and Use of Proceeds. None.      18    Item 3.
        Defaults Upon Senior Securities. None. Item 4.
        Submission of Matters to a Vote of Security Holders. None. Item 5.
        Other Information. None. Item 6.
        Exhibits. Exhibits Required by Item 601 of Regulation S-B. (3)
        Charter and By-laws3.1
        Articles of Incorporation (incorporated by to our Registration Statement on Form SB-2 filed October 29, 2003)3.2
        By-laws (incorporated by to our Registration Statement on Form SB-2 filed October 20, 2003)(10)
        Material Contracts10.1
        Form of Subscription Agreement (incorporated by to our Registration Statement on Form SB-2/A filed April 5, 2004)(31)
        Section 302 Certifications31.1*
        Certification of Axel G. Roehlig(32)
        Section 906 Certifications32.1*
        Certification of Axel G. Roehlig * filed herewith      19   SIGNATURES  In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  NORTHWEST PASSAGE VENTURES, LTD.     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 (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Date:  May 23, 2006