U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]     Annual Report Pursuant To Section 13 Or 15(d) Of The Securities
        Exchange Act Of 1934

                    For the fiscal year ended AUGUST 31, 2004

[ ]     Transition Report Under Section 13 Or 15(d) Of The Securities
        Exchange Act Of 1934

COMMISSION FILE NUMBER           000-50298


                              IGUANA VENTURES LTD.
                              --------------------
                 (Name of small business issuer in its charter)


            NEVADA                                     98-0376008
            ------                                      ----------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


SUITE 1500, 885 WEST GEORGIA ST. VANCOUVER, B.C., CANADA           V6C 3E8
--------------------------------------------------------          ----------
(Address of principal executive offices)                          (Zip Code)


604-728-3004
-------------------------
Issuer's telephone number


Securities registered under Section 12(b) of the Exchange Act:  NONE.
                                                                -----

Securities registered under Section 12(g) of the Exchange Act:  COMMON STOCK,
                                                                -------------
                                                                PAR VALUE $0.001
                                                                ----------------
                                                                PER SHARE.
                                                                ----------

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.  YES  [X]    NO  [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [X]

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $NIL
                                                                  ----

The  aggregate  value  of  the  voting  stock  held  by  non-affiliates  of  the
registrant,  computed  by  reference to the price at which the common equity was
sold  as  of  May  27,  2005  was  $14,476,783.

AS  OF  MAY  27,  2005,  THE ISSUER HAD OUTSTANDING 17,331,141 SHARES OF COMMON
STOCK.

Transitional  Small  Business  Disclosure  Format  (check  one): YES [ ]  NO [X]

<PAGE>

                              IGUANA VENTURES LTD.
                          ANNUAL REPORT ON FORM 10-KSB

                                      INDEX

                                                                            PAGE
PART I

Item 1.     Description Of Business.                                         4

Item 2.     Description Of Property.                                        11

Item 3.     Legal Proceedings.                                              11

Item 4.     Submission Of Matters To A Vote Of Security Holders.            11


PART II

Item 5.     Market For Common Equity And Related Stockholder Matters.       12

Item 6.     Management's Discussion And Analysis Or Plan Of Operation.      13

Item 7.     Financial Statements.                                          F-1

Item 8A.    Controls and Procedures.                                        16


PART III

Item 9.     Directors, Executive Officers, Promoters And Control Persons;
            Compliance With Section 16(a) Of The Exchange Act.              17

Item 10.     Executive Compensation.                                        19

Item 11.     Security Ownership Of Certain Beneficial Owners And
             Management and Related Stockholder Matters.                    20

Item 12.     Certain Relationships And Related Transactions.                20

Item 13.     Exhibits And Reports On Form 8-K.                              21

Item 14.     Principal Accountant Fees and Services.                        22

<PAGE>

PART I

Certain  statements  contained  in  this Form 10-KSB constitute "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended  (the  "Securities Act"), and Section 21E of the Securities Exchange Act
of  1934  (the  "Exchange  Act").  These statements, identified by words such as
"plan",  "anticipate,"  "believe,"  "estimate,"  "should,"  "expect" and similar
expressions,  include  our  expectations  and  objectives  regarding  our future
financial  position,  operating  results and business strategy. These statements
reflect  the  current  views of management with respect to future events and are
subject  to  risks,  uncertainties  and  other factors that may cause our actual
results,  performance  or  achievements,  or  industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption "Management's Discussion
and  Analysis or Plan of Operation" and elsewhere in this Form 10-KSB. We do not
intend  to  update  the forward-looking information to reflect actual results or
changes in the factors affecting such forward-looking information. We advise you
to carefully review the reports and documents we file from time to time with the
Securities  and  Exchange Commission ("SEC"), particularly our quarterly reports
on  Form  10-QSB  and  our  current  reports  on  Form  8-K.

As  used  in  this annual report, the terms "we", "us", "our", and "our company"
mean Iguana Ventures Ltd. unless otherwise indicated. All dollar amounts in this
annual  report  are  in  U.S.  dollars  unless  otherwise  stated.

GLOSSARY OF TECHNICAL TERMS

The following defined technical terms are used in our annual report:

ADIT           An  opening  driven  horizontally  into the side of a mountain or
               hill  for  providing  access  to  a  mineral  deposit.

ASSAY          A  chemical  test  performed  on  a sample of ores or minerals to
               determine  the  amount  of  valuable  metals  contained.

BRECCIA        Rock consisting of angular fragments in a matrix of finer-grained
               cementing  material.

BATHOLITH      A  large  mass  of igneous rock extending to great depth with its
               upper  portion  dome-  like  in  shape. It has crystallized below
               surface,  but  may  be  exposed  as  a  result  of erosion of the
               overlying  rock.  Smaller  masses  of  igneous rocks are known as
               bosses  or  plugs.

FAULT          A break in the Earth's crust caused by tectonic forces which have
               moved  the rock on one side with respect to the other; faults may
               extend  many  kilometers, or be only a few centimeters in length;
               similarly,  the movement or displacement along the fault may vary
               widely.

FELDSPAR       A group of rock-forming minerals.

FRACTURE       A break in the rock, the opening of which affords the opportunity
               for  entry  of mineral-bearing solutions. A "cross fracture" is a
               minor  break  extending  at  more-or-  less  right  angles to the
               direction  of  the  principal  fractures.

IGNEOUS        A  type  of  rock  that  has  been formed by the consolidation of
               magma,  a  molten  substance  from  the  earth's  core.

INTRUSIVE      A  body  of  igneous  rock  formed  by the consolidation of magma
               intruded  into  other  rocks,  in  contrast  to  lavas, which are
               extruded  upon  the  surface.

MASSIVE        Solid (without fractures) wide (thick) rock unit.

META-VOLCANIC  Metamorphosed volcanic rocks.

MINERALIZATION The concentration of metals and their chemical compounds within a
               body of rock.

ORE            A  mixture  of  minerals and gangue from which at least one metal
               can  be  extracted  at  a  profit.

PLUTON         Body of rock exposed after solidification at great depth.

QUARTZ         A  mineral  whose  composition  is silicon dioxide. A crystalline
               form  of  silica.

                                      -3-
<PAGE>

RESERVE        For  the  purposes of this registration statement: that part of a
               mineral  deposit that could be economically and legally extracted
               or  produced  at  the time of the reserve determination. Reserves
               consist  of:

               (1)  Proven (Measured) Reserves. Reserves for which: (a) quantity
               is  computed  from  dimensions  revealed  in  outcrops, trenches,
               workings  or  drill holes; grade and/or quality are computed from
               the  results  of  detailed  sampling;  and  (b)  the  sites  for
               inspection,  sampling  and  measurement are spaced so closely and
               the geologic character is so well defined that size, shape, depth
               and  mineral  content  of  reserves  are  well-established.

               (2)  Probable  (Indicated)  Reserves. Reserves for which quantity
               and grade and/or quality are computed from information similar to
               that  used  for  proven  (measured)  reserves,  but the sites for
               inspection,  sampling  and  measurement  are farther apart or are
               otherwise  less  adequately  spaced.  The  degree  of  assurance,
               although  lower than that for proven (measured) reserves, is high
               enough  to  assume  continuity  between  points  of  observation.

SHEAR          The  deformation  of  rocks by lateral movement along innumerable
               parallel  planes,  generally  resulting  from  pressure.

STRUCTURAL     Pertaining to geologic structure.

VEIN           An  occurrence  of  ore  with an irregular development in length,
               width  and  depth  usually  from  an  intrusion  of igneous rock.

VOLCANICS     Volcanically formed rocks.


ITEM  1.     DESCRIPTION  OF  BUSINESS.

CORPORATE  ORGANIZATION

We  were  incorporated  on April 12, 2002 under the laws of the state of Nevada.

DESCRIPTION  OF  BUSINESS

GENERAL

We were incorporated on April 12, 2002, under the laws of the State of Nevada.

We  are  an exploration stage company engaged in the acquisition and exploration
of mineral properties.  We own four mineral claims that we refer to as the Saucy
mineral  claims  and  six  mineral  claims that we refer to as the Salsa mineral
claims.  The  Saucy  and Salsa mineral claims are located adjacent to each other
in  the  Province  of  British  Columbia,  Canada.  Both the Saucy and the Salsa
mineral  claims  are  held  in  the  name of our wholly owned subsidiary, Iguana
Explorations  Inc.  Further  exploration  of  these  mineral  claims is required
before a final determination as to their viability can be made.  No commercially
viable  mineral deposit may exist on our mineral claims.  Our plan of operations
is  to  carry out exploration work on these claims in order to ascertain whether
they  possess  deposits  of gold, copper or silver.  We can provide no assurance
that  our mineral claims contain a mineral deposit until appropriate exploratory
work  is  done  and  an  evaluation  based  on  that work concludes further work
programs  are justified.  At this time, we have no known reserves on our mineral
claims.

DESCRIPTION  AND  LOCATION  OF  SAUCY  MINERAL  CLAIMS  AND SALSA MINERAL CLAIMS

Saucy  Mineral  Claims
----------------------

The  Saucy  mineral  claims  are comprised of four mineral claims located on the
north side of the Ashlu River about 29 miles from the town of Squamish and about
35  miles  north  of  Vancouver,  British  Columbia,  Canada.

                                      -4-
<PAGE>

The Saucy mineral claims were recorded with the Ministry of Energy and Mines for
the  Province  of  British  Columbia, Canada under the following names and claim
numbers:

<TABLE>
<CAPTION>
NAME OF
MINERAL CLAIM      TENURE NUMBER   EXPIRY DATE
<S>                    <C>            <C>
SAUCY #1              393633       June 4, 2005
SAUCY #2              393634       June 4, 2005
SAUCY #3              393635       June 4, 2005
SAUCY #4              393636       June 4, 2005
</TABLE>



Salsa  Mineral  Claims
----------------------

The  Salsa  mineral claims were acquired by us in January of 2004 for a total of
$400  and  are comprised of six mineral claims located adjacent to the southeast
corner of the Saucy mineral claims.  Both the Saucy mineral claims and the Salsa
mineral  claims  are  accessible  by  logging  road.

The Salsa mineral claims were recorded with the Ministry of Energy and Mines for
the  Province  of  British  Columbia, Canada under the following names and claim
numbers:

<TABLE>
<CAPTION>
NAME OF
MINERAL CLAIM      TENURE NUMBER   EXPIRY DATE
<S>                    <C>            <C>
SALSA 1               416629     November 30, 2005
SALSA 2               416630     November 30, 2005
SALSA 3               416631     November 30, 2005
SALSA 4               416632     November 30, 2005
SALSA 5               407660     January 3, 2007
SALSA 6               407661     January 3, 2007
</TABLE>



We intend to extend our claims to the Saucy mineral claims and the Salsa mineral
claims  on the  expiration date of those claims. Mineral claims of this type may
be extended either by completing a minimum of $500 in exploration or development
work  on  the individual mineral claim and filing a report on the work completed
with  the  Ministry  of  Energy  and  Mines or by paying a filing fee in lieu of
performing  such work.  The fee amount is approximately $100 per claim, per year
in  the  first  three years, and $200 per claim, per year afterwards.  Under the
applicable  legislation, exploration and development work completed on a mineral
claim  in  excess of the minimum requirements may be carried forward and applied
to  the  future  requirements for maintaining that claim and may also be applied
against  the current and future requirements for other mineral claims.  Based on
our  work  done  to  date on the Saucy mineral claims, we have already completed
enough exploration work to extend the Saucy mineral claims and the Salsa mineral
claims  for  approximately  10  more  years  without the payment of filing fees.

Title  to  the  Saucy mineral claims and the Salsa mineral claims is held in the
name  of  our  wholly owned subsidiary Iguana Explorations Inc.  The Province of
British  Columbia  owns  surface rights to the land covering our mineral claims.
To  our  knowledge,  there  are  no aboriginal land claims that might affect our
title  to  the  mineral claims or to the Province's title to the surface rights.
There  is  no  viable  way  for  us  to  determine  what claims, if any, certain
aboriginal  groups  may  make.  The Government of British Columbia has adopted a
policy that no private property rights will be expropriated to settle aboriginal
land  claims, however we can provide no assurances that our title to the mineral
claims  will  not,  in  the  future,  become  subject to such aboriginal claims.

Our subsidiary is the sole legal owner of the Saucy mineral claims and the Salsa
mineral claims and no other person or entity has any interest in the mineral
claims.

GEOLOGY  OF  THE  MINERAL  CLAIMS

We  engaged  Mr.  W.G.  Timmins to prepare a geological evaluation report on the
Saucy  mineral  claims.   Mr.  Timmins  is a consulting geologist and registered
professional  engineer  in  the  Geological  Section  of  the  Association  of
Professional  Engineers  and Geoscientists of British Columbia.  Mr. Timmins has
practiced  in  his  profession  for  39 years and been a registered professional
engineer  since  1969.

                                      -5-
<PAGE>

Mr.  Timmins  recommended  a two-stage exploration program for the Saucy mineral
claims to determine whether there are mineral deposits of gold, silver or copper
on those claims: Stage 1 consisting of reconnaissance geology and sampling at an
estimated  cost  of  $5,000;  and  Stage  2  consisting  of trenching, sampling,
prospecting  and  mapping  at  an  estimated  cost  of  $10,000.

We  completed  Stage  1  in 2002 and Mr. Timmins recommended proceeding to Stage
2 which  was  completed  in  November  of  2003.

We  received  a  report  from  Mr.  Timmins dated December 10, 2003 reporting on
completion  of  Stage  2  of  the  program.  Mr.  Timmins reported that the main
mineral  vein  on  the  Saucy  claims  narrowed in width and had decreasing gold
values.  Mr.  Timmins  advised that it is normal for this type of quartz vein to
exhibit  pinching  and swelling with variable gold values.  Based on the work on
the  Saucy  claims  and  on information contained in previously reported work on
ground  adjacent  to  the  Saucy  claims,  Mr.  Timmins  reported  that the vein
structure on the Saucy claims may extend into a wider vein on the adjacent areas
which  reportedly  carry significant gold values.  Based on that conclusion, Mr.
Timmins  recommended  that  we  acquire  the  Salsa  claims.  Mr.  Timmins  also
recommended  that  we  conduct  a  work  program  on  the  Salsa  mineral claims
consisting  of blasting, sampling, prospecting, geological mapping and assays at
an  estimated  cost  of  $7,000.

The  geological review and interpretations required in stages one and two of the
exploration program have been and will continue to be comprised of reviewing the
data  acquired and analyzing this data to assess the potential mineralization of
the mineral claims. Geological review entails the geological study of an area to
determine  the  geological characteristics, identification of rock types and any
obvious  indications  of  mineralization.  The  purpose  of  undertaking  the
geological  review  is  to  determine  if  there  is  sufficient  indication  of
mineralization  to  warrant  additional  exploration.   Positive results at each
stage  of  the  exploration program would be required to justify continuing with
the  next  stage.  Such positive results would include the identification of the
zones  of  mineralization.

CURRENT STATE OF EXPLORATION

Our  mineral  claims  presently  do not have any mineral reserves.  The property
that  is  the  subject to our mineral claims is undeveloped and does not contain
any  open-pit  or  underground mines.  There is no plant or equipment located on
the  property  that is the subject of the mineral claim.  Currently, there is no
power  supply  to  the  mineral  claims.

We  have  only  recently  commenced  exploration  of  the mineral claim and this
exploration  is  currently  in  the preliminary stages.  Our planned exploration
program  is  exploratory  in  nature  and no mineral reserves may ever be found.

COMPLIANCE  WITH  GOVERNMENT  REGULATION

We  will  be  required  to  comply with all regulations, rules and directives of
governmental  authorities and agencies applicable to the exploration of minerals
in  the  Province  of  British  Columbia.  The  main  agency  that  governs  the
exploration  of  minerals  in  the  Province of British Columbia, Canada, is the
Ministry  of  Energy  and  Mines.

The  Ministry  of Energy and Mines manages the development of British Columbia's
mineral  resources,  and  implements  policies  and  programs  respecting  their
development  while  protecting  the  environment.  In  addition,  the  Ministry
regulates  and  inspects  the  exploration  and mineral production industries in
British  Columbia  to  protect  workers,  the  public  and  the  environment.

                                      -6-
<PAGE>

The material legislation applicable to us is the Mineral Tenure Act,
administered by the Mineral Titles Branch of the Ministry of Energy and Mines,
and the Mines Act, as well as the Health, Safety and Reclamation Code and the
Mineral Exploration Code.

The Mineral Tenure Act and its regulations govern the procedures involved in the
location,  recording and maintenance of mineral titles in British Columbia.  The
Mineral  Tenure  Act  also  governs  the  issuance of leases which are long term
entitlements  to  minerals,  designed as production tenures.  The Mineral Tenure
Act  does  not  apply  to  minerals  held  by crown grant or by freehold tenure.

All  mineral  exploration  activities  carried  out on a mineral claim or mining
lease  in  British Columbia must be in compliance with the Mines Act.  The Mines
Act  applies  to  all  mines  during  exploration,  development,  construction,
production, closure, reclamation and abandonment.  It outlines the powers of the
Chief Inspector of Mines, to inspect mines, the procedures for obtaining permits
to commence work in, on or about a mine and other procedures to be observed at a
mine.  Additionally,  the  provisions of the Health, Safety and Reclamation Code
for  mines  in  British  Columbia contain standards for employment, occupational
health  and  safety,  accident  investigation, work place conditions, protective
equipment,  training  programs,  and  site  supervision.  Also,  the  Mineral
Exploration  Code  contains  standards  for  exploration  activities  including
construction  and maintenance, site preparation, drilling, trenching and work in
and  about  a  water  body.

Additional  approvals  and  authorizations may be required from other government
agencies,  depending  upon  the  nature  and  scope  of the proposed exploration
program.  If  the  exploration  activities  require  the falling of timber, then
either  a  free use permit or a license to cut must be issued by the Ministry of
Forests.  Items  such  as  waste  approvals may be required from the Ministry of
Environment,  Lands  and  Parks  if  the  proposed  exploration  activities  are
significantly  large  enough  to  warrant  them.  Waste  approvals  refer to the
disposal  of  rock materials removed from the earth which must be reclaimed.  An
environmental  impact  statement  may  be  required.

We  have  not  budgeted  for  regulatory  compliance  costs in the proposed work
program  recommended  by  the  geological report.  British Columbia law requires
that a holder of title to mineral claims must spend at least CDN$100 per mineral
claim  unit  per  year  in order to keep the property in good standing, which we
have  done.  We  will  also  have  to  sustain  the  cost  of  reclamation  and
environmental remediation for all exploration work undertaken.  Both reclamation
and environmental remediation refer to putting disturbed ground back as close to
its  original  state  as  possible.  Other potential pollution or damage must be
cleaned-up  and renewed along standard guidelines outlined in the usual permits.
Reclamation  is the process of bringing the land back to its natural state after
completion  of  exploration activities.  Environmental remediation refers to the
physical  activity  of  taking  steps to remediate, or remedy, any environmental
damage caused.  The amount of these costs is not known at this time as we do not
know  the  extent  of  the  exploration  program  that will be undertaken beyond
completion  of  the  recommended  work  program.  Because  there is presently no
information  on  the  size, tenor, or quality of any resource or reserve at this
time,  it  is  impossible  to  assess  the impact of any capital expenditures on
earnings,  our competitive position or on us in the event a potentially economic
deposit  is  discovered.

Prior  to  undertaking  mineral exploration activities, we must make application
under  the  British Columbia Mines Act for a permit, if we anticipate disturbing
land.  A  permit  is  issued  within  45  days  of  a  complete and satisfactory
application.  We  do  not  anticipate any difficulties in obtaining a permit, if
needed.  Minimal disturbance to the land is part of routine exploration work and
thus  we  do  not  anticipate  any  difficulties  in  obtaining  a  permit.

COMPETITION

We  are a mineral resource exploration and development company.  We compete with
other  mineral  resource exploration and development companies for financing and
for  the  acquisition  of  new  mineral properties. Many of the mineral resource
exploration  and  development  companies  with  whom  we  compete  have  greater
financial  and  technical resources than us.  Accordingly, these competitors may
be able to spend greater amounts on acquisitions of mineral properties of merit,
on  exploration  of their mineral properties and on development of their mineral
properties.  In  addition,  they  may  be  able  to  afford  greater  geological
expertise  in  the  targeting  and  exploration  of  mineral  properties.  This
competition  could  result  in  competitors having mineral properties of greater
quality  and  interest  to  prospective  investors  who  may  finance additional
exploration  and  development.  This  competition  could adversely impact on our
ability  to  finance  further exploration and to achieve the financing necessary
for  us  to  develop  our  mineral  properties.

                                      -7-
<PAGE>

EMPLOYEES

We  have  no  employees  as of the date of this Annual Report other than our two
officers.  We  conduct  our business largely through agreements with consultants
and  arms-length  third  parties.

RESEARCH  AND  DEVELOPMENT  EXPENDITURES

We have not incurred any research or development expenditures since our
incorporation.

SUBSIDIARIES

We have one wholly owned British Columbia subsidiary, named Iguana Explorations
Inc.

PATENTS  AND  TRADEMARKS

We  do  not  own,  either  legally  or  beneficially,  any  patent or trademark.

RISK  FACTORS

An  investment  in  our common stock involves a high degree of risk.  You should
carefully  consider  the risks described below and the other information in this
Annual  Report  before  investing  in  our common stock. If any of the following
risks  occur,  our  business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of  these  risks,  and  you  may  lose  all  or  part  of  your  investment.

RISKS  RELATED  TO  OUR  FINANCIAL  CONDITION  AND  BUSINESS  MODEL

BECAUSE  OUR  EXECUTIVE  OFFICERS  DO  NOT  HAVE FORMAL TRAINING SPECIFIC TO THE
TECHNICALITIES  OF MINERAL EXPLORATION, THERE IS A HIGHER RISK OUR BUSINESS WILL
FAIL

Mr. Murray Fleming and Mr. Randy White, our executive officers and directors, do
not  have  any  formal  training  as  geologists  or in the technical aspects of
management  of  a  mineral  exploration company.  Our management lacks technical
training  and  experience  with  exploring  for, starting, and operating a mine.
With  no direct training or experience in these areas, our management may not be
fully  aware  of  the  specific  requirements  related  to  working  within this
industry.  Our  management's  decisions  and  choices  may not take into account
standard  engineering  or  managerial  approaches  mineral exploration companies
commonly  use.  Consequently,  our  operations, earnings, and ultimate financial
success  could suffer irreparable harm due to management's lack of experience in
this industry.

WE  HAVE YET TO ATTAIN PROFITABLE OPERATIONS AND BECAUSE WE WILL NEED ADDITIONAL
FINANCING  TO FUND OUR EXTENSIVE EXPLORATION ACTIVITIES, OUR ACCOUNTANTS BELIEVE
THERE  IS  SUBSTANTIAL  DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A GOING
CONCERN

We  have  incurred  a  net  loss  of $347,691 for the period from April 12, 2002
(inception)  to  August  31,  2004,  and  have  no sales to date.  Our future is
dependent  upon  our  ability  to  obtain  financing  and upon future profitable
operations  from  the  development  of  its mineral claims.  These factors raise
substantial  doubt  that  we  will  be  able  to  continue  as  a going concern.

                                      -8-
<PAGE>

IF  WE  DO  NOT  OBTAIN  ADDITIONAL  FINANCING,  OUR  BUSINESS  WILL  FAIL

Our current operating funds are insufficient to complete the full exploration of
the  mineral  claims  and  begin  mining efforts should the mineral claims prove
commercially  viable.  Therefore, we will need to obtain additional financing in
order  to  complete  our  full  business plan.  As of August 31, 2004, we had no
cash.  We  currently  do  not  have  any  operations and we have no income.  Our
business  plan calls for significant expenses in connection with the exploration
of  our mineral claims.  We will need additional financing to proceed past stage
two  of  our  exploration program.  We will also require additional financing if
the costs of the exploration of our mineral claims are greater than anticipated.
We  will also require additional financing to sustain our business operations if
we  are  not  successful  in  earning  revenues.  We  currently  do not have any
arrangements  for  financing  and  we  may  not be able to obtain financing when
required.  Obtaining  additional  financing  would  be  subject  to  a number of
factors,  including  the market prices for the mineral property and gold, silver
and  copper.  These  factors may make the timing, amount, terms or conditions of
additional  financing  unavailable  to  us.

SINCE  THIS  IS  AN EXPLORATION PROJECT, WE FACE A HIGH RISK OF BUSINESS FAILURE
DUE  TO  OUR  INABILITY  TO  PREDICT  THE  SUCCESS  OF  OUR  BUSINESS

We  have just begun the initial stages of exploration of our mineral claims, and
thus  have no way to evaluate the likelihood that we will be able to operate the
business  successfully.  We were incorporated on April 12, 2002 and to date have
been  involved  primarily  in  organizational activities, the acquisition of the
mineral  claims,  obtaining  a  summary geological report and performing certain
limited  work  on  our mineral claims.  We have not earned any revenues to date.

BECAUSE  OF  THE  UNIQUE  DIFFICULTIES  AND  UNCERTAINTIES  INHERENT  IN MINERAL
EXPLORATION  VENTURES,  WE  FACE  A  HIGH  RISK  OF  BUSINESS  FAILURE

You  should  be  aware  of  the difficulties normally encountered by new mineral
exploration  companies  and  the  high  rate of failure of such enterprises. The
likelihood  of  success  must  be considered in light of the problems, expenses,
difficulties,  complications  and  delays  encountered  in  connection  with the
exploration of the mineral properties that we plan to undertake. These potential
problems  include,  but  are  not limited to, unanticipated problems relating to
exploration,  and  additional  costs  and  expenses  that  may  exceed  current
estimates.  The  expenditures to be made by us in the exploration of the mineral
claims  may  not  result in the discovery of mineral deposits.  Problems such as
unusual  or  unexpected  formations and other conditions are involved in mineral
exploration  and  often  result  in  unsuccessful  exploration  efforts.   The
acquisition  of  additional  claims will be dependent upon us possessing capital
resources  at  the  time  in  order  to  purchase  such claims. If no funding is
available,  we  may  be  forced  to  abandon  our  operations.

BECAUSE  WE ANTICIPATE OUR OPERATING EXPENSES WILL INCREASE PRIOR TO OUR EARNING
REVENUES,  WE  MAY  NEVER  ACHIEVE  PROFITABILITY

Prior  to  completion of our exploration stage, we anticipate that we will incur
increased  operating  expenses  without  realizing  any  revenues.  We therefore
expect  to  incur  significant losses into the foreseeable future.  We recognize
that  if  we are unable to generate significant revenues from the exploration of
our  mineral claims, we will not be able to earn profits or continue operations.
There  is no history upon which to base any assumption as to the likelihood that
we  will prove successful, and we can provide no assurance that we will generate
any  revenues  or  ever  achieve  profitability.  If  we  are  unsuccessful  in
addressing  these  risks,  our  business  will  most  likely  fail.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT  WE  MAY  INCUR  LIABILITY  OR  DAMAGES  AS  WE  CONDUCT  OUR  BUSINESS

The search for valuable minerals involves numerous hazards.  As a result, we may
become  subject to liability for such hazards, including pollution, cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to  insure.  At  the  present  time  we have no coverage to insure against these
hazards.  The  payment of such liabilities may have a material adverse effect on
our  financial  position.

                                      -9-
<PAGE>

BECAUSE  ACCESS TO OUR MINERAL CLAIMS MAY BE RESTRICTED BY INCLEMENT WEATHER, WE
MAY  BE  DELAYED  IN  OUR  EXPLORATION

Access  to  the Saucy and Salsa mineral claims may be restricted through some of
the  year  due  to  weather  in  the  area.  As a result, any attempt to test or
explore  the  property is largely limited to the times when weather permits such
activities.  These  limitations  can result in significant delays in exploration
efforts.  Such  delays can have a significant negative effect on our exploration
efforts

The  mineral  claims are in an essentially undeveloped area in British Columbia.
The  area  consists  of  many  mountains  and  lakes with heavy forestation.  An
unpaved  logging  road  is the only access.  Winters are often severe with rain,
freezing  rain,  wind,  and  snow  common between November and March, making the
logging  road  often  unsafe  and  impassable  for  travel.

BECAUSE  OUR  PRESIDENT  HAS  ONLY AGREED TO PROVIDE HIS SERVICES ON A PART-TIME
BASIS,  HE  MAY  NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO
OUR  BUSINESS  OPERATIONS,  CAUSING  OUR  BUSINESS  TO  FAIL

Mr.  Murray Fleming, our president, provides his management services to a number
of  companies.  Because  we are in the early stages of our business, Mr. Fleming
will  not  be spending a significant amount of time on our business. Mr. Fleming
expects  to expend approximately ten hours per week on our business.   Competing
demands on Mr. Fleming's time may lead to a divergence between his interests and
the  interests  of  other  shareholders.

RISKS  RELATED  TO  LEGAL  UNCERTAINTY  AND  REGULATIONS

As  we  undertake  exploration  of  our  mineral  claims,  we will be subject to
compliance  with government regulation that may increase the anticipated cost of
our  exploration  program

There  are  several  governmental  regulations  that materially restrict mineral
exploration.  We will be subject to the laws of the Province of British Columbia
as  we  carry  out  our  exploration program.  We may be required to obtain work
permits, post bonds and perform remediation work for any physical disturbance to
the  land  in  order  to  comply with these laws.  While our planned exploration
program  budgets for regulatory compliance, there is a risk that new regulations
could  increase our costs of doing business and prevent us from carrying out our
exploration  program.

RISKS  RELATED  TO  THE  MARKET  FOR  OUR  COMMON  STOCK

OUR  COMMON  STOCK  WILL  BE  "PENNY STOCK", WITH THE RESULT THAT TRADING OF OUR
COMMON  STOCK  IN  ANY  SECONDARY  MARKET  MAY  BE  IMPEDED.

The  SEC  has  adopted rules that regulate broker-dealer practices in connection
with  transactions in penny stocks. Penny stocks are generally equity securities
with  a  price  of  less than $5.00, other than securities registered on certain
national  securities  exchanges  or  quoted  on the Nasdaq system, provided that
current  price  and  volume  information  with  respect  to transactions in such
securities is provided by the exchange or system.  The penny stock rules require
a  broker-dealer,  prior  to  a  transaction  in  a  penny  stock,  to deliver a
standardized  risk  disclosure  document  prepared  by the Commission, that: (a)
contains  a  description of the nature and level of risk in the market for penny
stocks  in  both  public  offerings  and  secondary  trading;  (b)  contains  a
description of the broker's or dealer's duties to the customer and of the rights
and  remedies  available  to  the  customer  with respect to a violation to such
duties  or  other requirements of Securities' laws; (c) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for penny
stocks  and  the  significance of the spread between the bid and ask price;  (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines  significant  terms  in  the  disclosure  document  or in the conduct of
trading  in penny stocks; and (f) contains such other information and is in such
form,  including  language,  type,  size  and  format,  as  the Commission shall
require  by  rule  or regulation.  The broker-dealer also must provide, prior to
effecting any transaction in a penny stock, the customer with: (a) bid and offer
quotations  for  the  penny stock; (b) the compensation of the broker-dealer and
its  salesperson  in the transaction; (c) the number of shares to which such bid
and  ask prices apply, or other comparable information relating to the depth and
liquidity  of  the  market  for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's  account. In
addition,  the  penny stock rules require that prior to a transaction in a penny
stock  not  otherwise  exempt  from  those  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 acknowledgment of the receipt
of  a  risk  disclosure statement, a written agreement to transactions involving
penny  stocks,  and  a signed and dated copy of a written suitability statement.
These  disclosure  requirements  may  have  the  effect  of reducing the trading
activity  in  the  secondary market for our stock if it becomes subject to these
penny  stock  rules. Therefore, if our common stock becomes subject to the penny
stock  rules,  stockholders  may  have  difficulty  selling  those  securities.

                                      -10-
<PAGE>

ITEM  2.     DESCRIPTION  OF  PROPERTY.

We  own,  through our subsidiary, a 100% interest in the Saucy and Salsa mineral
claims.  We  do  not  own  any  property  other  than  these  mineral  claims.

ITEM  3.     LEGAL  PROCEEDINGS.

We  are  not  a party to any material legal proceedings and to our knowledge, no
such  proceedings  are  threatened  or  contemplated.


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

No  matters  were submitted to our security holders for a vote during the fourth
quarter  of  our  fiscal  year  ending  August  31,  2004.

                                      -11-
<PAGE>

                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

Our  common  stock  is  currently listed on the National Quotation Bureau's Pink
Sheets  under  the  symbol  ISTG.

HOLDERS OF OUR COMMON STOCK

As  of  March  23,  2005,  we  had 41 registered stockholders holding 17,331,141
shares  of  our  common  stock.

DIVIDENDS

We have neither declared nor paid any cash dividends on our capital stock and do
not  anticipate  paying  cash  dividends  in the foreseeable future. Our current
policy  is  to  retain  any  earnings  in  order to finance the expansion of our
operations. Our board of directors will determine future declaration and payment
of dividends, if any, in light of the then-current conditions they deem relevant
and  in  accordance  with  the  Nevada  Revised  Statutes.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

Since  the  date  of  our  incorporation,  we  have  completed  the sales of the
following  securities  that  were not registered pursuant to the Securities Act:

We  issued  19,800,000  shares  of  common  stock  on May 30, 2002 to our former
president  Michael  Young.  Mr. Young acquired the 19,800,000 shares for $6,000.
These  shares were issued pursuant to Section 4(2) of the Securities Act and are
restricted  shares  as  defined in the Act.  This issuance was made to Mr. Young
who  is a sophisticated individual and, by way of his positions as president and
chief  executive  officer,  is  in a position of access to relevant and material
information  regarding  our  operations.

We  completed an offering of 14,850,000 shares of our common stock to a total of
49 purchasers on July 11, 2002.  The total amount we received from this offering
was  $45,000.  We  completed  the  offering  pursuant  to  Regulation  S  of the
Securities Act.  Each purchaser represented to us that they were a non-US person
as  defined  in  Regulation  S.  We  did  not  engage  in a distribution of this
offering  in  the  United States.  Each purchaser represented their intention to
acquire  the  securities  for  investment  only  and  not  with  a  view  toward
distribution.  Appropriate  legends were affixed to the stock certificate issued
to  each purchaser in accordance with Regulation S.  None of the securities were
sold  through  an  underwriter  and  accordingly,  there  were  no  underwriting
discounts  or  commissions involved.  No registration rights were granted to any
of  the  purchasers.

We  completed an offering of 178,200 shares of our common stock to a total of 52
purchasers  on  July  31, 2002.  The total amount we received from this offering
was $2,700. We completed the offering pursuant to Regulation S of the Securities
Act.  Each purchaser represented to us that they were a non-US person as defined
in  Regulation  S.  We  did not engage in a distribution of this offering in the
United  States.  Each  purchaser  represented  their  intention  to  acquire the
securities  for  investment  only  and  not  with  a  view  toward distribution.
Appropriate  legends  were  affixed  to  the  stock  certificate  issued  to the
purchasers  in  accordance  with Regulation S.  None of the securities were sold
through  an underwriter and accordingly, there were no underwriting discounts or
commissions  involved.  No  registration  rights were granted to the purchasers.

                                      -12-
<PAGE>

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

PLAN  OF  OPERATIONS

Our  business  plan is to follow the recommendations of our consulting geologist
and  proceed  with  completion  of  the  work  program recommended for the Salsa
mineral  claims  at  an  estimated  cost  of  $7,000.

We  anticipate  that  we  will incur $15,000 in operating expenses over the next
twelve  months.  Operating  expenses  will  include  mineral  claims renewal and
professional  legal  and  accounting  expenses associated with being a reporting
issuer  under  the  Securities  Exchange  Act  of  1934.

Our  total  expenditures  over  the  next  twelve  months  are anticipated to be
approximately  $22,000.   Our present cash reserves are not sufficient for us to
carry  out  our  plan of operations without additional financing.  Our directors
have  made  an  oral  commitment  to loan us the necessary funds to complete our
business  plan,  however  they are under no obligation to do so.  We do not have
any other financing arrangements in place and there is no assurance that we will
be  able  to  secure  the  necessary  financing.

In the next twelve months, we do not plan to make any purchases or sales of
significant equipment, nor do we plan to make any significant changes in our
number of employees.

LIMITED  OPERATING  HISTORY;  NEED  FOR  ADDITIONAL  CAPITAL

There  is  no  historical  financial  information about us upon which to base an
evaluation  of our performance. We are an exploration stage corporation and have
not  generated  any  revenues  from  operations.  We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in  the  establishment  of  a new business enterprise, including limited capital
resources,  possible  delays  in the exploration of our properties, and possible
cost  overruns  due  to  price  and  cost  increases  in  services.

To  become  profitable and competitive, we must conduct research and exploration
of our properties before we start production of any minerals we may find. We are
seeking  equity  financing  to provide for the capital required to implement our
research  and  exploration  phases.

We have no assurance that future financing will be available to us on acceptable
terms.  If financing is not available on satisfactory terms, we may be unable to
continue,  develop  or  expand  our operations. Equity financing could result in
additional  dilution  to  existing  shareholders.

RESULTS  OF  OPERATIONS  FOR  THE  PERIOD  ENDED  AUGUST  31,  2004

We  have not earned any revenues to date.  We do not anticipate earning revenues
until  such  time  as  we  enter  into  commercial  production  of  our  mineral
properties.  We  are  presently  in the exploration stage of our business and we
can  provide  no assurance that we will discover commercially exploitable levels
of mineral resources on our properties, or if such deposits are discovered, that
we  will  enter  into  further  substantial  exploration  programs.

We  incurred  operating  expenses  of  $347,691 for the period from inception on
April  12, 2002 to August 31, 2004. The majority of these operating expenses are
for  professional fees. We anticipate our operating expenses will increase as we
undertake  our  plan  of  operations.  The  increase will be attributable to our
beginning  of the geological exploration program on the Salsa mineral claims and
the  professional  fees  to  be  incurred  in  complying  with  the  reporting
requirements  under  the  Securities  Exchange  Act  of  1934.

                                      -13-
<PAGE>

NET  LOSS

We  incurred  a  loss in the amount of $347,691 for the period from inception to
August  31,  2004.  Our  loss  was  attributable entirely to operating expenses.

LIQUIDITY  AND  FINANCIAL  CONDITION

We  have  no  cash  or  working  capital  as of August 31, 2004. We estimate the
geological  exploration  program  will  cost  approximately $10,000. Our working
capital is insufficient to pay for the costs of our exploration programs.    Our
directors  have made an oral commitment to provide adequate funding to enable us
to  complete the exploration programs. However, our directors are under no legal
obligation  to  do  so.

Since  inception,  we have used our common stock to raise money for the property
acquisition,  for  corporate expenses and to repay outstanding indebtedness.  We
issued  19,800,000 shares of common stock on May 30, 2002 to Michael Young.  Mr.
Young  for  $6,000.  These  shares  were  issued pursuant to Section 4(2) of the
Securities  Act  and  are  restricted  shares  as  defined  in  the  Act.

We  completed an offering of 14,850,000 shares of our common stock to a total of
49 purchasers on July 11, 2002.  The total amount we received from this offering
was  $45,000.
We  completed an offering of 178,200 shares of our common stock to a total of 52
purchasers  on  July  31, 2002.  The total amount we received from this offering
was $2,700. We completed the offering pursuant to Regulation S of the Securities
Act.

We  have  not  attained  profitable  operations and are dependent upon obtaining
financing to pursue any extensive exploration activities.  For these reasons our
auditors stated in their report that they have substantial doubt we will be able
to  continue  as  a  going  concern.

The  financial  statements  accompanying  this  annual  report  contemplate  our
continuation  as a going concern.  However, we have sustained substantial losses
and are still in the development stage.  Additional funding will be necessary to
continue  development  and  marketing  of  our  product.

OFF-BALANCE  SHEET  ARRANGEMENTS

We  have  no  significant  off-balance  sheet  arrangements  that  have  or  are
reasonably likely to have a current or future effect on our financial condition,
changes  in  financial  condition,  revenues or expenses, results of operations,
liquidity,  capital  expenditures  or  capital  resources  that  is  material to
stockholders.

CRITICAL  ACCOUNTING  POLICIES

The  preparation  of  financial  statements  in  conformity  with  United States
generally  accepted  accounting  principles  requires  our  management  to  make
estimates  and  assumptions  that  affect  the  reported  amount  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.
Our  management  routinely  makes  judgments  and estimates about the effects of
matters  that  are  inherently  uncertain.

We  have  identified certain accounting policies, described below, that are most
important  to  the  portrayal  of our current financial condition and results of
operations.

Mineral Claim Payments and Exploration Costs

We  expense all costs related to the acquisition, maintenance and exploration of
mineral  claims  in  which  we  have  secured  exploration  rights  prior  to
establishment of proven and probable reserves.  To date, we have not established
the  commercial  feasibility  of our exploration prospects, therefore, all costs
are  being  expensed.

                                      -14-
<PAGE>

Foreign  Currency  Translation

Our  functional  currency  is the U.S. dollar.  Transactions in foreign currency
are  translated  into  U.S.  dollars  as  follows:

1.     Monetary items at the rate prevailing at the balance sheet date;
2.     Non-monetary items at the historical exchange rate; and
3.     Revenue and expense at the average rate in effect during the applicable
       accounting period.

Income  Taxes

We  have  adopted  Statement  of  Financial  Accounting  Standards  No.  109  -
"Accounting  for Income taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability approach for financial accounting, and reporting on income
taxes.  If it is more likely than not that some portion or all of a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.

                                      -15-
<PAGE>

ITEM  7.     FINANCIAL  STATEMENTS.

                                                                          PAGE
                                                                          ----

Report of Independent Certified Public Accountants                         F-2

Audited Consolidated Financial Statements for the
  period ending August 31, 2003

     Consolidated Balance Sheets                                           F-4

     Consolidated Statements of Loss and Deficit                           F-5

     Consolidated Statements of Cash Flows                                 F-6

     Consolidated Statement of Stockholders' Equity                        F-7

     Notes to Consolidated Financial Statements                            F-8

                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
     Iguana Ventures, Ltd
     (An Exploration Stage Company)
     Vancouver, British Columbia, Canada


We have audited the accompanying balance sheet of Iguana Ventures Ltd as of
August 31, 2004, and the related statements of expenses, changes in
stockholders' equity, and cash flows for year ended August 31, 2004 and the
period from August 12, 2002 (Inception) through August 31, 2004. The financial
statements for the period August 12, 2002 (inception) through August 31, 2003,
were audited by other auditors whose reports expressed unqualified opinions on
those statements.  The financial statements for the period August 12, 2002
(inception) through August 31, 2003, include total revenues and net loss of $0
and $65,179, respectively.  Our opinion on the statements of expenses,
stockholders' equity, and cash flows for the period August 12, 2002 (inception)
through August 31, 2004, insofar as it relates to amounts for prior periods
through August 31, 2003, is based solely on the report of other auditors.  These
financial statements are the responsibility of Iguana's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with standards of the Public Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Iguana, as of August 31, 2004,
and the results of its expenses and its cash flows for the periods described in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that Iguana
will continue as a going concern. As discussed in note 2 to the financial
statements, Iguana has suffered significant losses and has a net shareholders'
deficit at August 31, 2004, which raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas

March 23, 2005

                                      F-2
<PAGE>

MORGAN & COMPANY
CHARTERED ACCOUNTANTS


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Director
Iguana Ventures Ltd.
(An exploration stage company)

We have audited the consolidated statements of loss and deficit accumulated
during the exploration stage, cash flows, and stockholders' equity of Iguana
Ventures Ltd. (an exploration stage company) for the year ended August 31, 2003,
and for the period from April 12, 2002 (date of inception) to August 31, 2003.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audit in accordance with standards of the Public Accounting
Oversight Board (United States). Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the results of Iguana Ventures Ltd.'s operations and cash
flows for the year ended August 31, 2003, and for the period from April 12, 2002
(date of inception) to August 31, 2003, in accordance with accounting principles
generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in to Note 2 to the
consolidated financial statements, the Company incurred a net losses since
inception, has not attained profitable operations and is dependent upon
obtaining adequate financing to fulfill its exploration activities. These
factors raise substantial doubt that the Company will be able to continue as a
going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada                                           "Morgan & Company"

November 25, 2003                                         Chartered Accountants

Tel: (604) 687-5841
fax: (604) 687-0075                                P.O. Box 10007 Pacific Centre
www.morgan-cas.com                           Sute 1488 - 700 West Georgia Street
                                                         Vancouver, B.C. V7Y 1A1

                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                              IGUANA VENTURES LTD
                         (AN EXPLORATION STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                AUGUST 31, 2004


ASSETS
<S>                                                            <C>
Total assets:                                             $            -
                                                          ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

Total liabilities                                         $            -

Commitments                                                            -

Stockholders' equity:

  Common stock, par value $.001, 200,000,000 shares
    authorized; 17,331,141 shares issued and outstanding          17,331
  Paid in capital                                                330,360
  Other comprehensive loss                                           (16)
  Deficit accumulated during the exploration stage              (347,675)
                                                          ---------------

    Total stockholders' equity                                         -
                                                          ---------------

    Total liabilities and stockholders' equity            $            -
                                                          ===============
</TABLE>

                                      F-4
<PAGE>


<TABLE>
<CAPTION>

                                   IGUANA VENTURES LTD.
                              (AN EXPLORATION STAGE COMPANY)
                           CONSOLIDATED STATEMENTS OF EXPENSES
                   FOR THE YEARS ENDED AUGUST 31, 2004 AND 2003 AND THE
              PERIOD FROM APRIL 12, 2002 (INCEPTION) THROUGH AUGUST 31, 2004


                                                                               Inception
                                                                                through
                                                       2004          2003         2004
                                                   ------------  ------------  ----------
<S>                                                     <C>           <C>           <C>
OPERATING EXPENSES                                 $   282,496   $    51,153   $ 347,675
                                                   ------------  ------------  ----------

NET LOSS                                              (282,496)      (51,153)   (347,675)

OTHER COMPREHENSIVE LOSS
  Effect of exchange rate                                  (16)            -         (16)
                                                   ------------  ------------  ----------
TOTAL COMPREHENSIVE LOSS                           $  (282,512)  $   (51,153)  $(347,691)
                                                   ============  ============  ==========

BASIC AND DILUTED NET
  LOSS PER COMMON SHARE                            $     (0.01)  $     (0.00)
                                                   ============  ============

WEIGHTED AVERAGE SHARES
  OUTSTANDING                                       30,207,347    34,828,200
                                                   ============  ============
</TABLE>

                                      F-5
<PAGE>



<TABLE>
<CAPTION>

                               IGUANA VENTURES LTD
                          (AN EXPLORATION STAGE COMPANY)
                       CONSOLIDATED STATEMENTS OF CASH FLOW
              FOR THE YEARS ENDED AUGUST 31, 2004 AND 2003, AND THE
         PERIOD FROM APRIL 12, 2002  (INCEPTION) THROUGH AUGUST 31, 2004


                                                                       Inception
                                                                        through
                                                   2004       2003        2004
                                                ----------  ---------  ----------
<S>                                                <C>         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                      $(282,496)  $(51,153)  $(347,675)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Changes in:
      Accounts payable                              1,813      7,936      10,929
      Due to shareholder                            4,685        108       8,062
                                                ----------  ---------  ----------

    Net cash used in operating activities        (275,998)   (43,109)   (328,684)
                                                ----------  ---------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Stock for cash                                  275,000                328,700
                                                ----------  ---------  ----------

    Net cash provided by financing activities     275,000          -     328,700
                                                ----------  ---------  ----------

EFFECT OF EXCHANGE RATE ON CASH                       (16)                   (16)
                                                ----------  ---------  ----------

NET CHANGE IN CASH                                 (1,014)   (43,109)          -
CASH AND CASH EQUIVALENTS, beginning of period      1,014     44,123           -
                                                ----------  ---------  ----------

CASH AND CASH EQUIVALENTS, end of period        $       -   $  1,014   $       -
                                                ==========  =========  ==========
</TABLE>

                                      F-6
<PAGE>


<TABLE>
<CAPTION>

                                              IGUANA VENTURES LTD
                                        (AN EXPLORATION STAGE COMPANY)
                          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   For the period from Inception (August 12, 2002)  through August 31, 2004


                                                                            Deficit
                                    Number of               Additional    Accumulated       Other
                                  Common Shares    Common    Paid in       during the   Comprehensive
                                      Issued       Stock     Capital    Exploration Stage    Loss     Total
                                   ------------  ---------  ---------  -------------------  ------  ----------
<S>                                   <C>           <C>        <C>             <C>            <C>       <C>
Issuance of common stock for cash   34,828,200   $ 34,828   $ 18,872   $                -   $   -   $  53,700
Net loss                                     -          -          -              (14,026)      -     (14,026)
                                   ------------  ---------  ---------  -------------------  ------  ----------
Balance, August 31, 2002            34,828,200     34,828     18,872              (14,026)      -      39,674

Net loss                                     -          -          -              (51,153)      -     (51,153)
                                   ------------  ---------  ---------  -------------------  ------  ----------
Balance, August 31, 2003            34,828,200     34,828     18,872              (65,179)      -     (11,479)

Shares cancelled                   (19,800,000)   (19,800)    19,800                    -       -           -
Shares for offering costs            1,752,941      1,753     (1,753)                   -       -           -
Shares for cash                        550,000        550    274,450                    -       -     275,000
Contributions to paid in capital             -          -     18,991                    -       -      18,991
Other comprehensive income                   -          -          -                    -     (16)        (16)
Net loss                                     -          -          -             (282,496)      -    (282,496)
                                   ------------  ---------  ---------  -------------------  ------  ----------
Balance, August 31, 2004            17,331,141   $ 17,331   $330,360   $         (347,675)  $ (16)  $       -
                                   ============  =========  =========  ===================  ======  ==========
</TABLE>

                                      F-7
<PAGE>

                              IGUANA VENTURES LTD.
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations.  Iguana Ventures Ltd ("Iguana") was incorporated in the
State of Nevada, on April 12, 2002.

Iguana has been in the exploration stage since its formation and has not yet
realized any revenues from its planned operations.  It is primarily engaged in
the acquisition and exploration of mining claims.  Upon location of a commercial
mining reserve, Iguana expects to actively prepare the site for its extraction
and enter an exploration stage.

Iguana's fiscal year end is August 31st.

Basis of presentation.  The consolidated financial statements include the
accounts of Iguana and its wholly-owned subsidiary, Canadian subsidiary, Iguana
Explorations, Inc.  Significant inter-company accounts and transactions have
been eliminated.

Reclassifications.  Certain prior year amounts have been reclassified to conform
with the current year presentation.

Use of Estimates.  In preparing financial statements, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheet and revenue and expenses in the statement of expenses.  Actual
results could differ from those estimates.

Cash and Cash Equivalents.  For purposes of the statement of cash flows, Iguana
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.

Revenue Recognition.  Iguana recognizes revenue when persuasive evidence of an
arrangement exists, services have been rendered, the sales price is fixed or
determinable, and collectibility is reasonably assured.  As of August 31, 2004,
Iguana has no revenues.

Income taxes.  Iguana recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered.  Iguana provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not. Since Iguana has had
recurring operating losses since inception and there is no assurance of future
taxable income, a valuation allowance has been established to fully offset the
deferred tax assets.

Foreign currency.  Iguana has the Canadian dollar designated as their functional
currency because most transactions are conducted in Canadian dollars.
Transactions conducted in the local currency are remeasured to U.S. dollars for
reporting purposes using current rates of exchange for assets and liabilities.
Income and expense elements are remeasured at average rates that approximate the
rates in effect on the transaction dates.  Equity transactions are remeasured at
historical rates.

                                      F-8
<PAGE>

Basic and diluted Loss Per Share.  Basic loss per share has been computed by
dividing net loss by the weighted average number of shares outstanding.  There
were no options outstanding at August 31, 2004 and 2003. Accordingly, basic and
diluted loss per share is the same for all periods presented.
Recently  issued  accounting  pronouncements.  In December 2004, the FASB issued
SFAS  No.  123R,  "Accounting  for  Stock-Based  Compensation"  SFAS  No.  123R
establishes  standards  for  the  accounting for transactions in which an entity
exchanges  its  equity instruments for goods or services. This Statement focuses
primarily  on  accounting  for  transactions in which an entity obtains employee
services  in  share-based  payment transactions. SFAS No. 123R requires that the
fair value of such equity instruments be recognized as expense in the historical
financial  statements  as  services  are performed. Prior to SFAS No. 123R, only
certain  pro  forma disclosures of fair value were required. SFAS No. 123R shall
be effective for small business issuers as of the beginning of the first interim
or annual reporting period that begins after December 15, 2005.  The adoption of
this  new  accounting pronouncement is not expected to have a material impact on
the  financial  statements  of  Iguana.

Iguana does not expect the adoption of any other recently issued accounting
pronouncements to have a significant impact on Iguana results of operations,
financial position or cash flow.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, Iguana incurred recurring net
losses of $282,496, and $51,153 in fiscal 2004 and 2003 respectively, has an
accumulated deficit of $347,675 as of August 31, 2004.  These conditions raise
substantial doubt as to Iguana's ability to continue as a going concern.
Management is trying to raise additional capital through sales of stock.  The
financial statements do not include any adjustments that might be necessary if
Iguana is unable to continue as a going concern.


NOTE 3 - MINERAL CLAIM INTERESTS

On June 1, 2002, Iguana acquired, by staking, a 100% interest in the Saucy #1
through #4 mineral claims located in British Columbia, Canada for cash
consideration of $3,258.  In January 2004, Iguana acquired a 100% interest in
the Salsa #1 through #6 mineral claims for cash consideration of $400.

Since Iguana has not established the commercial feasibility of the mineral
claims, the acquisition costs have been expensed.


NOTE 4 - INCOME TAXES

Iguana uses the liability method, where deferred tax assets and liabilities are
determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes.   During fiscal 2004, and 2003, Iguana
incurred net losses and, therefore, has no tax liability.  The net deferred tax
asset generated by the loss carry-forward has been fully reserved.  The
cumulative net operating loss carry-forward is approximately $384,000 at August
31, 2004, and will expire in the years 2022 through 2024.

At August 31, 2004, deferred tax assets consisted of the following:

          Deferred tax assets
            Net operating losses          $ 118,210
            Less:  valuation allowance     (118,210)
                                           --------
          Net deferred tax asset          $      0
                                           ========

                                      F-9
<PAGE>

NOTE 5 - COMMON STOCK

Effective June 14, 2004, Iguana effected a 3.3:1 forward stock split, increased
the amount of authorized shares to two hundred million (200,000,000), and
reauthorized the par value of $.001 per share of common stock.  All share and
per share amounts reflected in these financial statements have been adjusted as
if the split were effective on the first day of the first period presented.

During fiscal 2002, Iguana sold 34,828,200 shares of common stock to investors
for $53,700 of cash.

On May 27, 2004, Iguana acquired 100% of the issued and outstanding shares of
Integrated Security Technologies, Inc. ("Integrated') in exchange for 15,258,797
shares of Iguana's common stock. In a separate agreement, the majority
shareholder of ISTI purchased 19,800,000 shares of Iguana from Iguana's then
majority shareholder.  The total Iguana shares owned by ISTI shareholders
immediately following the merger was 35,058,797.  The acquisition was considered
a reverse merger.  In April 2005, all parties involved agreed to unwind the May
27, 2004 transaction as if it never occurred.  All 35,058,797 Iguana shares
issued to Integrated and its Officers were returned to Iguana and canceled and
the ISTI shares were returned to the ISTI shareholders.  The statement of
stockholders equity reflects the cancellation of the 19,800,000, but treats the
15,258,797 as if it were never issued.

During fiscal 2004, Iguana sold 550,000 shares of common stock for $275,000.  In
connection with the sale, Iguana issued 1,752,941 shares of common stock to the
placement agent for fees associated with the stock sale.

During fiscal 2004, Iguana's majority shareholder agreed to contribute $18,991
owed to them to Iguana's paid in capital.


NOTE 6 - COMMITMENTS

Iguana's principal office is in the office of Iguana's president pursuant to a
verbal agreement on a rent-free month-to-month basis.

                                      F-10
<PAGE>

ITEM  8A.     CONTROLS  AND  PROCEDURES

As  required by Rule 13a-15 under the Exchange Act, we carried out an evaluation
of  the effectiveness of the design and operation of our disclosure controls and
procedures  as  of  August  31,2004.  This  evaluation was carried out under the
supervision  and  with  the participation of our Chief Executive Officer and our
Chief  Financial  Officer.  Based  upon  that  evaluation,  our  Chief Executive
Officer  and  Chief Financial Officer concluded that our disclosure controls and
procedures  are  effective in timely alerting management to material information
relating  to us required to be included in our periodic SEC filings.  There have
been  no  significant  changes in our internal controls or in other factors that
could  significantly  affect internal controls subsequent to the date we carried
out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.

During  our  fiscal  year  ended  August  31, 2004, there were no changes in our
internal  control over financial reporting that have materially affected, or are
reasonably  likely  to  affect,  our  internal control over financial reporting.

                                      -16-
<PAGE>

                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

Our  executive  officers and directors and their respective ages as of April 13,
2005  are  as  follows:

DIRECTORS:

Name  of  Director               Age
----------------------          -----
Murray  Fleming                  42
Randy  White                     37


EXECUTIVE  OFFICERS:

Name  of  Officer                Age       Office
--------------------            -----      -------
Murray  Fleming                  42        President and Chief Executive Officer


Set forth below is a brief description of the background and business experience
of  each  of  our  executive  officers  and  directors  for the past five years.


MURRAY FLEMING is our president and a director.   Currently Mr. Fleming commits
approximately  10  hours  per  week  to  our  operations.

In  September,  2003 to present, Mr. Fleming started a proprietorship called the
Catalyst  Shareholder  Services  Company  which  provides a range of services to
emerging  companies,  public  and  private,  in the energy and resource markets,
which  choose  to  outsource their investor relations requirements. From August,
2000  to  September, 2003 Mr. Fleming was an Account Consultant for Bell West, a
subsidiary  of Bell Canada which is Canada's largest telecommunications company.
Mr.  Fleming was a Bell President's Club Winner, achieving the highest year over
year  increase  in billed revenues in the Company. From October 1998 to December
1999 Mr. Fleming was a regional manager in Western Canada for Teleglobe Business
Solutions  Inc. At this time Teleglobe, Inc. was the third largest international
telecommunications  carrier  in  the  world. From April 1995 to October 1998 Mr.
Fleming  was  a  manager in the engineering and construction market for Fonorola
Ltd  in  Vancouver British Columbia. FONOROLA, in partnership with CN & CP Rail,
built  the  first  fibre-optic  network  in  Canada. The Company was acquired by
Sprint  Canada in 1998 for $1.8 Billion dollars. Mr. Fleming holds a Bachelor of
Arts  Degree  in  Economics from the University of Victoria in British Columbia.

Mr.  Murray  Fleming  does not have any formal training as a geologist or in the
technical  aspects  of  management  of  a mineral exploration company.  He lacks
technical  training and experience with exploring for, starting, and operating a
mine.  With no direct training or experience in these areas, Mr. Fleming may not
be  fully  aware  of  the  specific  requirements related to working within this
industry.  His  decisions  and  choices  may  not  take  into  account  standard
engineering or managerial approaches mineral exploration companies commonly use.

RANDY  WHITE  is  a director. Currently Mr. White commits approximately 10 hours
per  week  to  our operations. Mr. White is a real estate property developer and
financial  investor. His background is in residential and commercial real estate
development  and  enterprise  management.  Mr.  White  has  over  fifteen  years
experience  developing commercial and residential real estate. From 1995 to 1998
Mr.  White was a co-owner of Ocean Pacific Developments, Inc., Vancouver BC. Mr.
White  was  responsible  for  the  financing  of  development  projects  and the
management  of  such  developments  from conception to completion. Ocean Pacific
Developments,  Inc.  developed  residential  and  commercial  real estate in the
Greater  Vancouver area. His expertise in property development and financing has
lead to the establishment of his own investment enterprise - Stratus Investments
Group,  Inc.

                                      -17-
<PAGE>

As  founder  and  President  of  Stratus  Investments  Group  in 1999, a private
investment enterprise, Mr. White has successfully managed an array of investment
activities  including: all types of mortgage financing, bridge financing in real
estate  development  and  corporate  finance  for public companies. Mr. White is
currently  the  President  of  Stratus  Investments  Group, Inc. and the company
continues  to  operate  in  the  same  capacity since the date of incorporation.

Mr.  Randy  White  does  not  have  any formal training as a geologist or in the
technical  aspects  of  management  of  a mineral exploration company.  He lacks
technical  training and experience with exploring for, starting, and operating a
mine.  With  no  direct training or experience in these areas, Mr. White may not
be  fully  aware  of  the  specific  requirements related to working within this
industry.  His  decisions  and  choices  may  not  take  into  account  standard
engineering or managerial approaches mineral exploration companies commonly use.

TERM  OF  OFFICE

Our  directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting  of  our  shareholders  or until removed from office in
accordance  with  our  bylaws.  Our  officers  are  appointed  by  our  board of
directors  and  hold  office  until  removed  by  the  board.

SIGNIFICANT  EMPLOYEES

We  have  no  significant  employees other than our officers and directors.   We
conduct  our  business through agreements with consultants and arms-length third
parties.

COMMITTEES OF THE BOARD OF DIRECTORS

We  presently do not have an audit committee, compensation committee, nominating
committee,  an  executive  committee  of  our  board  of  directors,  stock plan
committee  or  any  other  committees.

AUDIT  COMMITTEE  FINANCIAL  EXPERT

We  have  no  financial  expert.  We  believe  the  cost  related to retaining a
financial  expert  at this time is prohibitive. Further, because of our start-up
operations,  we  believe  the  services of a financial expert are not warranted.

CODE  OF  ETHICS

We  have  not  yet adopted a corporate code of ethics. Our board of directors is
considering,  over  the  next  year,  establishing  a  code  of  ethics to deter
wrongdoing and promote honest and ethical conduct; provide full, fair, accurate,
timely  and  understandable disclosure in public reports; comply with applicable
laws;  ensure  prompt  internal  reporting  of  code  violations;  and  provide
accountability  for  adherence  to  the  code.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who own more than 10% of a registered class of our equity securities
("Reporting  Persons"),  to  file  reports of ownership and changes in ownership
with  the  SEC.  Reporting Persons are required by SEC regulations to furnish us
with  copies  of  all forms they file pursuant to Section 16(a). Based solely on
our  review  of  the  copies  of  such  reports  received  by  it,  and  written
representations  from  certain  Reporting  Persons  that  no  other reports were
required  for  those  persons, we believe that, during the year ended August 31,
2004,  the Reporting Persons complied with all Section 16(a) filing requirements
applicable  to  them.

                                      -18-
<PAGE>

ITEM  10.     EXECUTIVE  COMPENSATION.

SUMMARY  COMPENSATION  TABLE

The  table  below  summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to  us  for  the  period  from  our  inception  through  August  31,  2004.

<TABLE>
<CAPTION>
                             ANNUAL COMPENSATION                        LONG TERM COMPENSATION
                             -------------------                        ----------------------
                                                               RESTRICTED           LTIP
                                                   OTHER ANNUAL  STOCK   OPTIONS/* PAYOUTS   ALL OTHER
NAME             TITLE      YEAR   SALARY   BONUS  COMPENSATION  AWARDED  SARS (#)   ($)    COMPENSATION
------------  ------------  -----  -------  -----  ------------  -------  --------   ---    ------------
<S>               <C>        <C>    <C>      <C>        <C>        <C>      <C>      <C>         <C>

              President,    2004     $0       0          0          0        0        0           0
Murray        and Director  2003     $0       0          0          0        0        0           0
Fleming                     2002     $0       0          0          0        0        0           0
------------  ------------  -----  -------  -----  ------------  -------  --------   ---    ------------
                            2004     $0       0          0          0        0        0           0
Randy                       2003     $0       0          0          0        0        0           0
White         Director      2002     $0       0          0          0        0        0           0
------------  ------------  -----  -------  -----  ------------  -------  --------   ---    ------------
</TABLE>


STOCK OPTION GRANTS

We  did  not grant any stock options to the executive officers or directors from
inception  through  August 31, 2004.  We have also not granted any stock options
to  the  executive  officers  since  our  inception.

EXERCISES  OF  STOCK  OPTIONS  AND  YEAR-END  OPTION  VALUES

No  stock  options were exercised by our officers, directors or employees during
the  financial year ended August 31, 2004.  No stock options have been exercised
since  August  31,  2004.

OUTSTANDING  STOCK  OPTIONS

We  do  not  have  any  stock  options  outstanding.

COMPENSATION ARRANGEMENTS

We  do  not  pay  to  our directors or officers any salary or consulting fee. We
anticipate that compensation may be paid to officers in the event that we decide
to proceed with additional exploration programs beyond the second stage program.

We  do  not pay to our directors any compensation for each director serving as a
director  on  our  board  of  directors.

We  conduct  our  business  through  agreements with consultants and arms-length
third  parties.  Currently,  we have no formal agreements.  Our verbal agreement
with  our  geologist  includes  his  reviewing  all  of  the  results  from  the
exploratory  work  performed  upon  the site and making recommendations based on
those  results  in  exchange for payments equal to the usual and customary rates
received  by  geologists  performing  similar  consulting  services.

                                      -19-
<PAGE>

ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
              RELATED  STOCKHOLDER  MATTERS.

The  following  table  sets  forth  certain information concerning the number of
shares of our common stock owned beneficially as of August 31, 2004 by: (i) each
person  (including  any group) known to us to own more than five percent (5%) of
any  class  of  our voting securities, (ii) each of our directors, (iii) each of
our named executive officers; and (iv) officers and directors as a group. Unless
otherwise  indicated, the shareholders listed possess sole voting and investment
power  with  respect  to  the  shares  shown.

<TABLE>
<CAPTION>
                                      Name and address            Number of Shares      Percentage of
Title of class                      of beneficial owner           of Common Stock      Common Stock (1)
<S>                                        <C>                         <C>                  <C>
DIRECTORS AND EXECUTIVE OFFICERS

Common Stock                        Murray Fleming                     0 shares                0%
                                    Director, President and Chief
                                    Executive Officer,

Common Stock                        Randy White                        0 shares                0%
                                    Director
                                    502 499 Drake St. Vancouver BC
                                    V6B 1B1

Common Stock                        All Officers and Directors         0 shares                0%
                                    as a Group (2 persons)
<FN>

(1)     Based  on  17,331,141shares  of  our  common stock issued and outstanding as of August 31, 2004. Under Rule 13d-3,
certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to
vote  or  the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the
person  has  the  right  to  acquire the shares (for example, upon exercise of an option) within 60 days of the date as of
which  the information is provided.  In computing the percentage ownership of any person, the amount of shares outstanding
is  deemed  to  include  the  amount of shares beneficially owned by such person (and only such person) by reason of these
acquisition  rights.  As  a  result,  the  percentage  of outstanding shares of any person as shown in this table does not
necessarily  reflect  the  person's  actual ownership or voting power with respect to the number of shares of common stock
actually  outstanding  on  August  31,  2004.
</TABLE>



SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

The  following  table  sets  forth  certain  information  concerning  all equity
compensation  plans  previously approved by stockholders and all previous equity
compensation  plans  not  previously  approved  by  stockholders, as of the most
recently  completed  fiscal  year.

<TABLE>
<CAPTION>
                                        EQUITY COMPENSATION PLANS
---------------   -------------------------      -------------------   -----------------------------------
PLAN CATEGORY     NUMBER OF SECURITIES TO BE     WEIGHTED-AVERAGE      NUMBER OF SECURITIES REMAINING
                  ISSUED UPON EXERCISE OF        EXERCISE PRICE OF     AVAILABLE FOR ISSUANCE UNDER
                  OUTSTANDING OPTIONS,           OUTSTANDING           EQUITY COMPENSATION PLANS
                  WARRANTS AND RIGHTS            OPTIONS, WARRANTS     (EXCLUDING SECURITIES REFLECTED IN
                                                 AND RIGHTS            COLUMN (A))
                          (A)                           (B)                           (C)
<S>                       <C>                           <C>                           <C>
---------------   -------------------------      -------------------   -----------------------------------
Equity
Compensation
Plans approved by
security holders           N/A                         N/A                              N/A
---------------   -------------------------      -------------------   -----------------------------------
Equity
Compensation
Plans not
approved by
security holders           N/A                         N/A                              N/A
---------------   -------------------------      -------------------   -----------------------------------
Total                       -                           -                                 -
---------------   -------------------------      -------------------   -----------------------------------
</TABLE>


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Except  as described below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with  us  or  in  any presently proposed transaction that has or will materially
affect  us,  other  than  noted  in  this  section:

     -    Any  of  our  directors  or  officers;
     -    Any  person  proposed  as  a  nominee  for  election  as  a  director;
     -    Any  person  who  beneficially  owns,  directly  or indirectly, shares
          carrying  more  than  10%  of  the  voting  rights  attached  to  our
          outstanding  shares  of  common  stock;
     -    Any  of  our  promoters;  and
     -    Any  relative  or  spouse  of any of the foregoing persons who has the
          same  house  as  such  person.

Mr.  Michael  L.  Young,  our  former  president,  chief  executive officer, and
director,  acquired  19,800,000  shares of our common stock in his own name at a
price  of  $0.001  per  share  on May 30, 2002.  Mr. Young paid a total purchase
price  of $6,000 for these shares.  These shares were issued pursuant to Section
4(2)  of  the  Securities  Act  and are restricted shares as defined in the Act.
This  issuance  was  made to Mr. Young who is a sophisticated individual and, by
way  of his positions as president and chief executive officer, is in a position
of  access  to  relevant  and  material  information  regarding  our operations.

                                      -20-
<PAGE>

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(A)     EXHIBITS AND INDEX OF EXHIBITS

EXHIBIT NUMBER     DESCRIPTION OF EXHIBIT
--------------     ----------------------
3.1                Articles  of  Incorporation(1)
3.2                Bylaws,  as  amended(1)
10.1               Mining  Claim  Bill  of  Sale  dated  July  15,  2002
                   between  Iguana Explorations Inc. and  Larry  R.W.  Sostad(1)

31.1               Certification of Chief Executive Officer as adopted pursuant
                   to  Section  302  of  the  Sarbanes-Oxley  Act  of  2002
31.2               Certification of Chief Financial Officer as adopted pursuant
                   to Section 302  of  the  Sarbanes-Oxley  Act  of  2002
32.1               Certification of Chief Executive Officer as adopted pursuant
                   to Section 906  of  the  Sarbanes-Oxley  Act  of  2002

(1)     Previously filed with the SEC as an exhibit to our Form SB-2
Registration Statement originally filed on November 29, 2002, as amended.


(B)     REPORTS ON FORM 8-K.

No  reports  on  Form  8-K were filed during the last quarter of our fiscal year
ended  August  31,  2004.

No  reports  on  Form  8-K  have  been  filed  since  August  31,  2004.

                                      -21-
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ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.


AUDIT  FEES

The  aggregate fees billed for the fiscal years ended August 31, 2004 and August
31,  2003 for professional services rendered by the principal accountant for the
audit  of our annual financial statements and review of the financial statements
included  in  our  Form  10-KSB  or  services  that are normally provided by the
accountant  in  connection  with statutory and regulatory filings or engagements
for  these  fiscal  periods  were  estimated at $4,955 and $3,624, respectively.

AUDIT  RELATED  FEES

None.

TAX  FEES

None.

ALL  OTHER  FEES

None.


                                      -22-
<PAGE>

                                   SIGNATURES


In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


IGUANA  VENTURES  LTD.


By:  /s/  Randy  White
     -------------------------------------------------
     Randy White, Director and Chief Executive Officer
     Date:  May  27,  2005



By:  /s/  Murray  Fleming
     -------------------------------------------------
     Murray  Fleming,  President  and  Director
     Date:  May  27,  2005

                                      -23-
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