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 three month period ended December 31, 2004.



[    ]

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934



For the transition period

to





Commission File Number   333-117644







SHEER VENTURES INC.



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



(Exact name of small Business Issuer as specified in its charter)





|Nevada
Applied For                                                                                                    
|----------------------------------------------------------------------------------------------------------------------
|                                                                                                                      
|(State or other jurisdiction of
(IRS Employer Identification No.)                                                     
|incorporation or organization)                                                                                        
|                                                                                                                      
|475 Howe Street, Suite 1030                                                                                           
|Vancouver, British Columbia, Canada                                                                            V6C 2B3
|                                                                                                                      
|(Address of principal executive offices)
(Postal or Zip Code)                                                         
|                                                                                                                      
|                                                                                                                      
|Issuers telephone number, including area code:
604-683-5061                                                          





None



(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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days     [ X ]  Yes    [   ] No





State the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 5,200,000 Shares of $0.001 par value Common Stock outstanding as of January 27, 2005.







Sheer Ventures, Inc.

(An Exploration Stage Company)

Balance Sheets

(Expressed in U.S. Dollars)





|ASSETS                                                 |              |          
|------------------------------------------------------ | ------------ | ---------
|                                                       | December 31, | June 30, 
|                                                       | 2004         | 2004     
|                                                       | (unaudited)  | (audited)
|Current Assets                                         |              |          
|Cash                                                   | $
6,285      | $
45,486 
|Prepaid expenses                                       | 1,066        | -        
|                                                       |              |          
|Total Assets                                           | $
7,351      | $
45,486 
|                                                       |              |          
|                                                      
|LIABILITIES AND STOCKHOLDERS EQUITY                   |              |          
|                                                       |              |          
|Current Liabilities                                    |              |          
|Accrued liabilities                                    | $
1,428      | $
28,535 
|Due to a related party (Note 5(a))                     | 1,940        | 1,500    
|                                                       |              |          
|Total Liabilities                                      | 3,368        | 30,035   
|                                                       |              |          
|                                                      
|Stockholders Equity                                   |              |          
|                                                       |              |          
|Common Stock (Note 4)                                  |              |          
|75,000,000 shares authorized, with a $0.001 par value, |              |          
|5,200,000 shares issued and outstanding                | 5,200        | 5,200    
|Additional Paid-in Capital                             | 46,800       | 46,800   
|Donated Capital (Note 5 (b))                           | 12,000       | 3,000    
|Deficit Accumulated During The Exploration Stage       | (60,017)     | (39,549) 
|                                                       |              |          
|Total Stockholders Equity                             | 3,983        | 15,451   
|                                                       |              |          
|Total Liabilities and Stockholders Equity             | $
7,351      | $
45,486 
|                                                       |              |          









































The accompanying notes are an integral part of these financial statements





Sheer Ventures, Inc.

(An Exploration Stage Company)

Statements Of Operations

(Expressed in U.S. Dollars)





|                                              | Three Months
Ended
December 31, | Six Months
Ended
December 31, | From
April 30, 2004 (Inception) to
June 30, | From
April 30, 2004 (Inception) to December 31,
|--------------------------------------------- | ------------------------------- | ----------------------------- | ------------------------------------------- | -----------------------------------------------
|                                              | 2004                            | 2004                          | 2004                                        | 2004                                           
|                                              | (unaudited)                     | (unaudited)                   | (audited)                                   | (unaudited)                                    
|                                              |                                 |                               |                                             |                                                
|Revenue                                       | $
                             | $
                           | $
                                         | $
                                            
|                                              |                                 |                               |                                             |                                                
|Expenses                                      |                                 |                               |                                             |                                                
|Management fees (Note 5(b))                   | 3,000                           | 6,000                         | 2,000                                       | 8,000                                          
|Mineral exploration costs                     | 4,000                           | 4,000                         |                                            | 4,000                                          
|Mineral property costs                        |                                |                              | 6,500                                       | 6,500                                          
|Office, rent and telephone (Note 5(b))        | 2,019                           | 3,612                         | 1,014                                       | 4,626                                          
|Professional fees                             | 928                             | 4,356                         | 30,035                                      | 34,391                                         
|Transfer agent and filing fees                | 1,000                           | 2,500                         |                                            | 2,500                                          
|                                              |                                 |                               |                                             |                                                
|Total Expenses                                | 10,947                          | 20,468                        | 39,549                                      | 60,017                                         
|                                              |                                 |                               |                                             |                                                
|Net Loss                                      | $
(10,947)                      | $
(20,468)                    | $
(39,549)                                  | $
(60,017)                                     
|                                              |                                 |                               |                                             |                                                
|Net Loss Per Share - Basic And Diluted        | $
                             | $
                           | $
(0.03)                                    |                                                
|                                              |                                 |                               |                                             |                                                
|Weighted Average Number of Shares Outstanding | 5,200,000                       | 5,200,000                     | 1,418,000                                   |                                                
|                                              |                                 |                               |                                             |                                                















































The accompanying notes are an integral part of these financial statements





Sheer Ventures, Inc.

(An Exploration Stage Company)

Statements Of Cash Flows

(Expressed in U.S. Dollars)



|                                                                          | Six Months
Ended
December 31, | From
April 30, 2004 (Inception) to
June 30,
|------------------------------------------------------------------------- | ----------------------------- | -------------------------------------------
|                                                                          | 2004                          | 2004                                       
|                                                                          | (unaudited)                   | (audited)                                  
|                                                                          |                               |                                            
|Cash Flows to Operating Activities                                        |                               |                                            
|                                                                          |                               |                                            
|Net loss                                                                  | $
(20,968)                    | $
(39,549)                                 
|                                                                          |                               |                                            
|Adjustment to reconcile net loss to net cash used
in operating activities |                               |                                            
|                                                                          |                               |                                            
|Donated management fees and rent                                          | 9,000                         | 3,000                                      
|                                                                          |                               |                                            
|Changes in operating assets and liabilities                               |                               |                                            
|                                                                          |                               |                                            
|Prepaid expenses                                                          | (1,066)                       | -                                          
|Accrued liabilities                                                       | (26,607)                      | 28,535                                     
|                                                                          |                               |                                            
|Net Cash Used In Operating Activities                                     | (39,641)                      | (8,014)                                    
|                                                                          |                               |                                            
|Net Cash Used in Investing Activities                                     |                              |                                           
|                                                                          |                               |                                            
|Cash Flows From Financing Activities                                      |                               |                                            
|                                                                          |                               |                                            
|Common stock issued                                                       | -                             | 52,000                                     
|Advance from a related party                                              | 440                           | 1,500                                      
|                                                                          |                               |                                            
|Net Cash Provided By Financing Activities                                 | 440                           | 53,500                                     
|                                                                          |                               |                                            
|Increase (Decrease) in Cash                                               | (39,201)                      | 45,486                                     
|                                                                          |                               |                                            
|Cash, Beginning of Period                                                 | 45,486                        | -                                          
|                                                                          |                               |                                            
|Cash, End of Period                                                       | $
6,285                       | $
45,486                                   
|                                                                          |                               |                                            
|Non-Cash Investing and Financing Activities                               |                              |                                           
|                                                                          |                               |                                            
|                                                                          |                               |                                            
|Supplemental Disclosures                                                  |                               |                                            
|Interest paid                                                             |                              |                                           
|Income taxes paid                                                         |                              |                                           
|                                                                          |                               |                                            



















The accompanying notes are an integral part of these financial statements



F-5









Sheer Ventures, Inc.

(An Exploration Stage Company)

Notes To The Financial Statements

(Expressed in U.S. Dollars)





1.

Nature and Continuance of Operations



The Company was incorporated in the State of Nevada on April 30, 2004. The Company is an Exploration Stage Company as defined by Statement of Financial Accounting Standard (SFAS) No. 7. The Company has acquired a mineral property located in the Province of British Columbia, Canada and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of amounts from the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Companys interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.



These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $60,017 and further losses are anticipated in the development of its business raising substantial doubt about the Companys ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.



The Company filed an SB-2 Registration Statement with the United States Securities and Exchange Commission, which was declared effective on August 30, 2004, to register 5,200,000 shares of common stock for resale by existing shareholders of the Company. The Company will not receive any proceeds from the resale of shares of common stock by the selling stockholders.



The Companys shares trade on the NASD OTC Bulletin Board under the symbol SHRV.





2.

Summary of Significant Accounting Policies

a)

Basis of Presentation



The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in U.S. Dollars. The Companys fiscal year-end is June 30.



b)

Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



c)

Cash and Cash Equivalents



The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.





Sheer Ventures, Inc.

(An Exploration Stage Company)

Notes To The Financial Statements

(Expressed in U.S. Dollars)



2.

Summary of Significant Accounting Policies  (continued)

d)

Mineral Property Costs



The Company has been in the exploration stage since its inception on April 30, 2004 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and exploration costs are charged to operations as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.



e)

Financial Instruments



The carrying value of cash, accrued liabilities and due to a related party approximates their fair value because of the short maturity of these instruments.



f)

Concentration of Credit Risk



Financial instruments that potentially subject the Company to credit risk consist principally of cash. Cash was deposited with a high quality credit institution.



g)

Foreign Currency Translation



The Companys functional and reporting currency is the United States dollar. Occasional transactions occur in Canadian dollars and management has adopted SFAS No. 52 Foreign Currency Translation. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains or losses on foreign currency translations are included in the statement of operations.



h)

Income Taxes



Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.



i)

Stock-based Compensation



In December 2002, the Financial Accounting Standards Board issued Financial Accounting Standard No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure (SFAS No. 148), an amendment of Financial Accounting Standard No. 123 Accounting for Stock-Based Compensation (SFAS No. 123). The purpose of SFAS No. 148 is to: (1) provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation, (2) amend the disclosure provisions to require prominent disclosure about the effects on reported net income of an entitys accounting policy decisions with respect to stock-based employee compensation, and (3) to require disclosure of those effects in interim financial information. The disclosure provisions of SFAS No. 148 were effective for the Company for the period ended June 30, 2004.





Sheer Ventures, Inc.

(An Exploration Stage Company)

Notes To The Financial Statements

(Expressed in U.S. Dollars)



2.

Summary of Significant Accounting Policies  (continued)

i)

Stock-based Compensation (continued)



The Company has elected to continue to account for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, (APB No. 25) and comply with the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148 as described above. In addition, in accordance with SFAS No. 123 the Company applies the fair value method using the Black-Scholes option-pricing model in accounting for options granted to consultants. Under APB No. 25, compensation expense for employees is recognized based on the difference, if any, on the date of grant between the estimated fair value of the Companys stock and the amount an employee must pay to acquire the stock. Compensation expense is recognized immediately for past services and pro-rata for future services over the option-vesting period. To September 30, 2004 the Company has not granted any stock options.



The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.



The Company has also adopted the provisions of the Financial Accounting Standards Board Interpretation No.44, Accounting for Certain Transactions Involving Stock Compensation  An Interpretation of APB Opinion No. 25 (FIN 44), which provides guidance as to certain applications of APB 25. FIN 44 is generally effective July 1, 2000 with the exception of certain events occurring after December 15, 1998.



j)

Environmental Costs



Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Companys commitments to plan of action based on the then known facts.



k)

Comprehensive Loss



SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2004, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.





Sheer Ventures, Inc.

(An Exploration Stage Company)

Notes To The Financial Statements

(Expressed in U.S. Dollars)



2.

Summary of Significant Accounting Policies  (continued)

l)

Basic and Diluted Net Income (Loss) Per Share



The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.



m)

Recent Accounting Pronouncements



In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (Revised 2004) (SFAS No. 123R), Share-Based Payment. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS No. 123R represents the culmination of a two-year effort to respond to requests from investors and many others that the FASB improve the accounting for share-based payment arrangements with employees. The scope of SFAS No. 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS No. 123R replaces SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that statement permitted entities the option of continuing to apply the guidance in APB Opinion No. 25, as long as the footnotes to the financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Although those disclosures helped to mitigate the problems associated with accounting under APB Opinion No. 25, many investors and other users of financial statements believed that the failure to include employee compensation costs in the income statement impaired the transparency, comparability, and credibility of financial statements. Public entities that file as small business issuers will be required to apply Statement 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material impact on the Companys results of operations or financial position.





Sheer Ventures, Inc.

(An Exploration Stage Company)

Notes To The Financial Statements

(Expressed in U.S. Dollars)



2.

Summary of Significant Accounting Policies  (continued)

m)

Recent Accounting Pronouncements - (continued)



In December 2004, the FASB issued SFAS No. 153,Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29. SFAS No. 153 is the result of a broader effort by the FASB to improve financial reporting by eliminating differences between GAAP in the United States and GAAP developed by the International Accounting Standards Board (IASB). As part of this effort, the FASB and the IASB identified opportunities to improve financial reporting by eliminating certain narrow differences between their existing accounting standards. SFAS No. 153 amends APB Opinion No. 29, Accounting for Nonmonetary Transactions,that was issued in 1973. The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have "commercial substance." Previously, APB Opinion No. 29 required that the accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset should be based on the recorded amount of the asset relinquished. The provisions in SFAS No.153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The effect of adoption of this standard is not expected to have a material impact on the Companys results of operations and financial position.



FASB has also issued SFAS No. 151 and 152 but they will not have any relationship to the operations of the Company, therefore a description and its impact on the Companys operations for each have not been disclosed.



n)

Interim Financial Statements



These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Companys financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.



o)

Reclassifications



Certain reclassifications have been made to the prior periods financial statements to conform to the current periods presentation.





3.

Mineral Properties



Pursuant to a mineral property purchase agreement dated June 26, 2004, the Company acquired a 100% undivided right, title and interest in two mineral claims, located in the Alberni Mining Division of British Columbia, Canada for a total cash consideration of $6,500.  The claims are held in trust for the Company by the vendor.





Sheer Ventures, Inc.

(An Exploration Stage Company)

Notes To The Financial Statements

(Expressed in U.S. Dollars)



4.

Common Stock



a)

During the period from April 30, 2004 (Inception) to June 30, 2004 the Company issued 5,200,000 common shares for total cash proceeds of $52,000.



b)

At December 31, 2004, there were no outstanding stock options or warrants.





5.

Related Party Balances/Transactions



a)

The balance due to the President of the Company of $1,940 (June 30, 2004 - $1,500) is unsecured, non-interest bearing and due on demand.



b)

The President of the Company provides management services and office premises to the Company. The services are valued at $1,000 per month and the office premises are valued at $500 per month. During the period ended December 31, 2004, donated management fees of $6,000 and donated rent expense of $3,000 were charged to operations.













































































Forward-Looking Statements



This Form 10-QSB includes "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995.  Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.



All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding the Company's financial position, business strategy, and plans and objectives of management of the Company for the future operations, are forward-looking statements.



Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.  Important factors that could cause actual results to differ materially from the Company's expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing.



Item 2. Plan of Operation



Plan of Operation



We own a 100% interest in the two mining claims comprising the Eliza property.  We purchased these claims from Mr. David Heyman of Langley, British Columbia for a cash payment of $6,500.



During the period ended December 31, 2004, we retained Dr. Bohumil B. Molak of Vancouver, British Columbia to complete an initial program of exploration on the Eliza mineral property.  Dr. Molak was retained to compile geological information on the Eliza property, to re-interpret previous findings and to assess the merit of the property for further exploration.



In his review, Dr. Molak determined that previously discovered high grade mineralization on the Eliza property was represented in relatively thin veins, veinlets and stringers located in surrounding rock with much lower metal content.  Based on initial results of the exploration program, management has decided to suspend further exploration on the Eliza property pending its review of assay results from samples that Dr. Molak gathered from the property.



Our plan of operation for the twelve months following the date of this quarterly report is to review and consider additional resource property acquisition opportunities to supplement our interest in the Eliza property.  We intend to keep the Eliza property in good standing during this process.



We anticipate that the review of various resource property acquisition opportunities will cost approximately $2,000.  As well, we anticipate spending an additional $20,000 on administrative costs, including professional and other fees payable in connection with complying with reporting obligations. Total expenditures over the next 12 months are therefore expected to be $22,000.



We currently have enough funds on hand to complete our review of additional resource properties.  However, we will require additional funding in order to cover anticipated administrative expenses. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock.  However, we have no arrangements in place for any future equity financing.



We may consider seeking an arrangement with a joint venture partner that would provide the some of the required funding in exchange for receiving a part interest in the Eliza property.  There is no guarantee that we will be able to





locate a joint venture partner who will assist us in funding exploration expenditures upon acceptable terms.



Results Of Operations For Period Ending December 31, 2004



We did not earn any revenues during the period ending December 31, 2004.  We have only recently commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the property.  We do not current plan to conduct any additional exploration on the Eliza property.



We incurred operating expenses in the amount of $20,468 for the six-month period ended December 31, 2004. These operating expenses were comprised of donated management fees recorded at $6,000, professional fees of $4,356, mineral exploration costs of $4,000, office rent and telephone charges of $3,612 (including $3,000 recorded as donated rent from our president) and transfer agent and filing fees of $2,500.



We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities.  For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.



Critical Accounting Policies



Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.  Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods.  These estimates and assumptions are affected by managements application of accounting policies.



Mineral Properties



We charge all of our mineral property acquisition and exploration costs to operations as incurred.  If, in the future, we determine that a mineral property in which we have an interest can be economically developed on the basis of established proven and probable reserves, we will capitalize the costs incurred to develop the property.  Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.



Item 3 Controls and Procedures



Evaluation of Disclosure Controls



We evaluated the effectiveness of our disclosure controls and procedures as of the end of the 2004 fiscal year.  This evaluation was conducted by Mr. Doug Berry, our chief executive officer and our principal accounting officer.



Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.



Limitations on the Effective of Controls



Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met.  Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs.





These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control.  A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.



Conclusions



Based upon their evaluation of our controls, Mr. Doug Berry, our chief executive officer and principal accounting officer, has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared.  There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.





PART II- OTHER INFORMATION



Item 1. Legal Proceedings



The Company is not a party to any pending legal proceeding.  Management is not aware of any threatened litigation, claims or assessments.



Item 2. Changes in Securities



None.



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 and Report on Form 8-K



|31.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
|---------------------------------------------------------------------
|pursuant to Section 302 of the Sarbanes-Oxley Act of 2002            
|                                                                     
|31.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
|pursuant to Section 906 of the Sarbanes-Oxley Act of 2002            
|32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
|pursuant to Section 906 of the Sarbanes-Oxley Act of 2002            
|32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
|pursuant to Section 906 of the Sarbanes-Oxley Act of 2002            



We did not file any current reports on Form 8-K during the period.





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.



Sheer Ventures Inc.





/s/ Doug Berry

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

Doug Berry, President