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**UNITED STATESSECURITIES 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, 2003

** ̈****** Transition
  Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
  For the transition period from _____ to _____

COMMISSION FILE NUMBER000-50298

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

|NEVADA                                                         | 98-0376008                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     
|Suite 1400, 1500 West Georgia St. Vancouver, B.C., Canada      | V6G 2Z6                             
|(Address of principal executive offices)                       | (Zip Code)                          
|                                                               |                                     
|604-760-2112                                                   |                                     
|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 July 10, 2003 was $227,700.

Note: If determining whether a person is an affiliate will
  involve an unreasonable effort and expense, the issuer may calculate the aggregate
  market value of the common equity held by non-affiliates on the basis of reasonable
  assumptions, if the assumptions are stated.

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date. As of October
  28, 2003 the issuer had outstanding 10,554,000 shares of Common Stock.

Transitional Small Business Disclosure Format (check one):
  Yes ** ̈****** No**x******

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IGUANA VENTURES LTD. ANNUAL REPORT ON FORM 10-KSB

INDEX

|           |                                                                                                                       | PAGE | 
|---------- | --------------------------------------------------------------------------------------------------------------------- | ---- | 
|PART I     |                                                                                                                       |      | 
|           |                                                                                                                       |      | 
|Item 1.    | Description Of Business                                                                                               | 4    | 
|           |                                                                                                                       |      | 
|Item 2.    | Description Of Property.                                                                                              | 14   | 
|           |                                                                                                                       |      | 
|Item 3.    | Legal Proceedings.                                                                                                    | 14   | 
|           |                                                                                                                       |      | 
|Item 4.    | Submission Of Matters To A Vote Of Security Holders.                                                                  | 14   | 
|           |                                                                                                                       |      | 
|PART II    |                                                                                                                       |      | 
|           |                                                                                                                       |      | 
|Item 5.    | Market For Common Equity And Related Stockholder Matters.                                                             | 15   | 
|           |                                                                                                                       |      | 
|Item 6.    | Management's Discussion And Analysis Or Plan Of Operation.                                                            | 16   | 
|           |                                                                                                                       |      | 
|Item 7.    | Financial Statements.                                                                                                 | 19   | 
|           |                                                                                                                       |      | 
|Item 8.    | Changes In And Disagreements With Accountants On Accounting
      And Financial Disclosure.                           | 20   | 
|           |                                                                                                                       |      | 
|Item 8A.   | Controls and Procedures.                                                                                              | 20   | 
|           |                                                                                                                       |      | 
|PART III   |                                                                                                                       |      | 
|           |                                                                                                                       |      | 
|Item 9.    | Directors, Executive Officers, Promoters And Control
      Persons; Compliance With Section 16(A) Of The Exchange Act | 21   | 
|           |                                                                                                                       |      | 
|Item 10.   | Executive Compensation.                                                                                               | 23   | 
|           |                                                                                                                       |      | 
|Item 11.   | Security Ownership Of Certain Beneficial Owners And
      Management and Related Stockholder Matters.                 | 24   | 
|           |                                                                                                                       |      | 
|Item 12.   | Certain Relationships And Related Transactions.                                                                       | 25   | 
|           |                                                                                                                       |      | 
|Item 13.   | Exhibits And Reports On Form 8-K                                                                                      | 26   | 
|           |                                                                                                                       |      | 
|Item 14.   | Principal Accountant Fees and Services.                                                                               | 27   | 
|           |                                                                                                                       |      | 
|Signatures |                                                                                                                       | 28   | 

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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 kilometres, or be only
        a few centimetres 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 which 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.                                                                                                                                                                                                                      

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|reserve    | For the purposes of this
        registration statement: that part of a mineral deposit which 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

In General

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. 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 reserves on our
  mineral claims. See Item 6. Managements Discussion and Analysis
  or Plan of Operation  Plan of Operation.

Acquisition of the Saucy Mineral Claims

We have obtained four mineral claims known as the Saucy mineral
  claims, covering a total area of 220 acres located in the Province of British
  Columbia, Canada. The Saucy claims are held through our wholly owned subsidiary
  Iguana Explorations Inc. We retained Larry R.W. Sostad, an experienced prospector,
  to stake these mineral claims for us, the ownership of which was transferred
  from Mr. Sostad to our subsidiary on July 15, 2002 in for cash consideration
  of $3,258.

Description of Property and Location of Saucy Mineral Claims

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The property comprises four mineral claims with a total area
  of approximately 220 acres, located in British Columbia, Canada. The claims
  are located on the north side of Ashlu River about 29 miles from the town of
  Squamish about 35 miles north of Vancouver, British Columbia, Canada. The claims
  are accessible by a logging road. Our president, Mr. Young obtained information
  on the area from the British Columbia Department of Mines and Geological Consultants
  and Mr. Young believed the timing was opportune to obtain this property at the
  price paid.

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

|Name of Mineral Claim | Grant Number | Expiry Date  | 
|--------------------- | ------------ | ------------ | 
|                      |              |              | 
|SAUCY #1              | 393633       | June 5, 2004 | 
|SAUCY #2              | 393634       | June 5, 2004 | 
|SAUCY #3              | 393635       | June 5, 2004 | 
|SAUCY #4              | 393636       | June 5, 2004 | 

Title to the property's mineral claims is held in the name
  of our wholly owned subsidiary Iguana Explorations Inc. The Province of British
  Columbia owns the land covered by the 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 of the property. 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.

Our mineral claims will expire on June 5, 2004. We intend
  to extend our claims on this expiration date. Mineral claims of this type may
  be extended either by completing sufficient work and filing a report on the
  work completed on the mineral property with the British Columbia Ministry of
  Energy and Mines, or by paying a filing fee in lieu of performing the exploration
  work. The fee amount is approximately $100 per claim, per year in the first
  three years, and $200 per claim, per year afterwards, up to ten years. Sufficient
  work has already been completed on the property to maintain the claims in good
  standing without paying a filing fee to the Province of British Columbia in
  lieu of completing exploration work.

Mr. Sostad recorded our claims to cover the main area of potential
  gold, copper and silver mineralization. We are the legal owner of the mineral
  claims and no other person or entity has any interest in the mineral claims.

Based on our completion of stages one and two, we have already
  conducted enough exploration to extend our mineral claims for approximately
  20 more years.

Exploration History of the Mineral Claims

The area of the Saucy mineral claims first received attention
  in the early 1920's with the discovery of gold in quartz veins on the south
  side of the Ashlu River. During the early 1920's, mineralization was located
  on what are now the Saucy claims and limited surface and underground work reportedly
  resulted in the shipping of two tons of hand-sorted ore.

As far as is known, following the 1920s, no work was carried
  out on the property until it was acquired by Mar-Gold Resources in 1979. Between
  1979 and 1981, the property was examined, partially mapped and the subject of
  limited magnetometer surveying, and minor exploratory drilling carried out by
  Pamicon Developments Ltd. The exploratory works carried out were documented
  in previous geological reports on the Lee and Yalakum Mineral Claims. The previous
  reports were carried out for Mar-Gold Resources Ltd.

Geology of the Unpatented Mineral Claims

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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 of the Province of British Columbia, Canada. Mr. Timmins
  has practiced his profession for 39 years and been a registered professional
  engineer since 1969.

The work completed by Mr. Timmins in preparing the geological
  report consisted of the review of geological data from previous exploration.
  The acquisition of this data involved the research and investigation of historic
  files to locate and retrieve data information acquired by previous exploration
  companies in the area of the mineral claims. The work involved in this data
  acquisition includes report reproduction and compilation of preexisting information.

We received the geological evaluation report on the mineral
  claims prepared by Mr. Timmins on September 6, 2002. This report is entitled
  "Report on the Saucy Mineral Claims For Iguana Explorations Inc." The geological
  report summarizes the results of the history of the exploration of the mineral
  claims, the regional and local geology of the mineral claims and the mineralization
  and the geological formations identified as a result of the prior exploration.
  The geological report also gives conclusions regarding potential mineralization
  of the mineral claims and recommends a further geological exploration program
  on the mineral claims.

Stage one and two exploration work was conducted and substantially
  completed by Mr. Timmins. Mr. Timmins recommended further work be conducted.
  Stage two focused on increasing the size of the target area and providing a
  greater, more thorough evaluation of the potential for a mineral deposit on
  the claims by expanding the old soil sample lines.

On September 26, 2002, Mr. Timmins, our consulting geologist,
  completed his review of the stage one work results on our Saucy mineral claims
  and provided us with a letter containing his conclusions. Mr. Timmins concluded
  that the results were favorable and he recommended we proceed to the next stage
  of our exploration program. The second stage consisting of trenching, further
  sampling, prospecting and mapping of the mineral claims was substantially completed
  in November, 2003, however, we are still awaiting assay results.

Geology of the Mineral Claims

The area has been mapped by the Geological Survey of Canada.
  Pamicon Developments on behalf of Mar-Gold Resources carried out geological
  mapping of outcrop exposures in a limited area where the main showing is located
  and at the two old adits (tunnels). An adit is an opening driven horizontally
  into the side of a mountain or hill for providing access to a mineral deposit.
  An altimeter was used for elevation control so that the relative elevation of
  structures, adits, showings, and outcrops were tabulated as well as hillside
  contours plotted.

The claim group is underlain by plutonic rocks of Cretaceous
  age composed of variably textured granodiorites or fluid rocks coming up from
  greath depth. Granodiorites are granular rocks of light color and even texture
  consisting chiefly of feldspar, quartz, and white rock forming mineral constituents.
  The granodiorites are presumed to represent different phases of the same intrusive
  event, as there is no marked alteration at the intrusive contacts.

Two main rock types are predominant in the area as determined
  by the unit samples taken from the mineral claims. One is a finely crystalline,
  equigranular, hornblende granodiorite. Hornblendes are dark mineral found as
  a rock forming constituent. The mineral chemically is a complex ferro-magnesium
  aluminium silicate. There is little variation in the unit with the exception
  that in many areas, there are approximately 8 inch inclusions of very finely
  crystalline granodiorite that form approximately 80% of the rock. The other
  is a coarsely crystalline, hornblende and/or biotite granodiorite. The biotite
  is a dark colored mica. The biotite and hornblende occur in large -- approximately
  4 mm -- crystal aggregates, as well as in small disseminated crystals. The unit
  is variable in texture throughout the map area, the notable variations being
  crystal size and relative amounts of biotite and hornblende. Unit 3 also contains
  approximately 8 inch inclusions of very

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finely crystalline material. In one locality these fragments
  are relatively unaltered and were identified as andesites of volcanic origin.
  Andesites are the volcanic equivalent of diorite usually fine grained to glassy.

Unit 1 was encountered in a single float occurrence at the
  eastern edge of the map area and consists of a breccia zone with fragments of
  hornblendite and granodiorite in a quartz matrix. Breccias are volcanic rocks
  containing abundant angular fragments in a fine grained volcanic matrix. The
  breccia in places gives way to massive hornblendite. The orientation or direction
  of the structure is not known.

Regionally, the Ashlu River Valley appears to represent a
  structural trend at N50°W with cross structures represented by secondary
  drainage trending at N30°E.

As reported by Pamicon Developments, encouraging values in
  gold and silver were obtained at many locations on the property. This mineralization
  occurs both in sheared fractures and in several types of veins.

Of interest is the mineralized vein exposed in the open cut
  at the main showing trending northwest and dipping to the north. A vein is a
  fissure, fault or crack in a rock filled by minerals that have travelled upwards
  from some deep source.

The open cut vein is at present overgrown to a large degree,
  however, results of the 1979 program by Pamicon Developments, indicated that
  the best mineralization was to be found in a pyrite/chalcopyrite vein in the
  open cut. More sampling was done in 1980 in order to more fully delineate the
  distribution of gold and silver values in the vein and wall rock. Certain samples
  essentially duplicated the 1979 low results and others contained significant
  gold values.

Two trenches were blasted on strike extensions of the vein.
  Here the vein was essentially pure quartz with minor pyrite and chalcopyrite
  rather than pure sulphides as in the open cut. A large trench was blasted on
  surface adjacent to and south of No. 1 adit. This trench was approximately 46
  feet long by 10 feet high on the back wall. The trench was blasted to better
  expose a quartz vein swarm and adjacent wall rocks.

A magnetometer survey was conducted over the limited grid
  area using the 65 feet grid established during the 1979 season for location
  control and a McPhar Fluxgate 700 portable magnetometer for the instrument.
  The stream gully associated with No. 1 adit and the open cut vein has a definite
  magnetic signature marked by a series of high-low pairs of anomalous readings.
  Although these anomalous features are apparently not exactly coincident with
  precious metal veins on surface, they are certainly physically near enough to
  the known showings to be considered important. A second noticeable feature is
  a northwest-southeast linear trend to most of the contours. This is felt to
  reflect the orientation of the local rock foliation or lines of separation which
  can readily be seen in outcrop exposures.

Recommendations of Geological Reports

The mineral properties host sulphide veins and shear zones
  containing significant gold and silver values. Most of the showings known to
  date occur in proximity to the westerly flowing creek and depression which is
  assumed to be underlain by a fault, shear zone or vein system which may be associated
  with the emplacement of mineralization.

The open cut vein is known to contain heavy sulphides with
  gold and silver values.

Although the No. 1 and No. 2 adits did not appear to contain
  meaningful amounts of precious metal values, it is not known what their targets
  were and further work will be required to determine more accurate geologic information
  in this area.

The geological report concludes that the property merits further
  exploration and a preliminary program consisting of reconnaissance geology and
  sampling followed by trenching, sampling, prospecting and geological mapping.
  The report breaks this program into two stages and estimates costs as follows:

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|Stage      | Activity                                  | Status                                                                                                  | Cost   
|---------- | ----------------------------------------- | ------------------------------------------------------------------------------------------------------- | -------
|Stage 1    | Reconnaissance geology and sampling       | Completed September 26, 2002                                                                            | $5,000 
|Stage 2    | Trenching, sampling, prospecting, mapping | Substantially completed in November 2003 (awaiting
      assay results expected to arrive in late 2003) | $10,000
|Total Cost |                                           |                                                                                                         | $15,000

Stage one was completed on September 26, 2002 by Mr. Timmins.
  Following the completion of stage one, Mr. Timmins recommended further work
  be conducted. The second stage was substantially completed in November, 2003,
  however, we are still awaiting assay results. Stage two focused on increasing
  the size of the target area and providing a greater, more thorough evaluation
  of the potential for a mineral deposit on the claim by expanding the old soil
  sample lines. The stage two exploration program also consisted of further geological
  evaluations of the showing area as well as the area of the adits. Additional
  exploration work to be conducted consists of trenching which entails the excavation
  of extensions of the vein structure in order to expose previously concealed
  portions of the vein. The newly exposed sections would then be geologically
  mapped and sampled in a systematic manner and the samples analyzed at a certified
  laboratory. Wall rocks, the rocks on either side of the vein, will also be examined
  for the presence of mineralization and networks of quartz veinlets. Any further
  exploration work past stage two is dependent upon the results found during the
  execution of the above program.

Our cash on hand as of August 31, 2003 was $1,014. We have
  sufficient cash on hand to pay the costs of stage two. However, we will require
  additional financing in order to proceed with any additional work beyond stage
  two of our exploration program. No additional work aside from the completion
  of the stage two exploration program is planned at this time.

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. As mentioned, positive results have been achieved for
  the stage one work program and the commencement and completion of work on stage
  two is considered justified.

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.

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Geological Exploration Program

We have accepted the recommendations of the geologists
  report dated September 6, 2002 and have now completed stage one of the geological
  exploration program. Based on the further recommendation of our geologist, we
  proceeded to stage two. The second stage consisting of trenching, further sampling,
  prospecting and mapping of the mineral claims was substantially completed in
  November, 2003, however, we are still awaiting assay results. A decision on
  proceeding beyond the planned stage two will be made by assessing whether the
  results of stage two were sufficiently positive to enable us to obtain the financing
  we will need for us to continue through additional stages of the exploration
  program. This assessment will include an assessment of the market for financing
  of mineral exploration projects at the time of our assessment and an evaluation
  of our cash reserves after the completion of stage two. The decision whether
  or not to proceed will be based on the recommendations of our geological consultant.
  The decision of the consultant whether or not to recommend proceeding will be
  based on a myriad of factors, including his subjective judgment and will depend
  primarily on the results of the immediately preceding stage. It is impossible
  to quantify in advance what will be sufficiently positive.

We do not currently have any plans for a stage three because
  Stage three, if recommended by our geologist, will depend upon the results of
  stage two. Costs will depend on recommendations, which cannot be made until
  we receive the assay results for stage two.

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.

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

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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 completed stage one of the work program including
  a review of stage one and recommendations from the geologist. The first stage
  consisted of reconnaissance geology and sampling; stage two included additional
  follow-up on this work, including trenching, sampling, prospecting and mapping
  of the mineral claims.

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.

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.

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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. Michael L. Young and Ms. Vicki 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 $65,179 for the period from
  April 12, 2002 (inception) to August 31, 2003, 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.

If we do not obtain additional financing, our business
  will fail

Our current operating funds are sufficient to complete the
  proposed exploration program; however, they will be 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, 2003, we had cash in the amount of $1,014. 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 have sufficient
  cash on hand to complete stage two. However, 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.

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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. If the results of stage two exploration do
  not reveal viable commercial mineralization, we may decide to abandon these
  four claims and acquire new claims for new exploration. 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.

Because access to our mineral claims may be restricted
  by inclement weather, we may be delayed in our exploration

Access to the Saucy mineral claim 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 property comprises four mineral claims with a total area
  of approximately 220 acres, located 29 miles from the town of Squamish in British
  Columbia, Canada. This is an essentially undeveloped area in British Columbia.
  The area consists of many mountains and lakes with heavy forestation. An unpaved

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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. Michael Young, our president, provides his management
  services to a number of companies. Because we are in the early stages of our
  business, Mr. Young will not be spending a significant amount of time on our
  business. Mr. Young expects to expend approximately ten hours per week on our
  business. Competing demands on Mr. Young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

If a market for our common stock does not develop, shareholders
  may be unable to sell their shares.

There is currently no market for our common stock and we can
  provide no assurance that a market will develop. We have applied for trading
  of our common stock on the over-the-counter bulletin board. However, we can
  provide no assurance that our shares will be approved for trading on the bulletin
  board or, if traded, that a public market will materialize. If our common stock
  is not traded on the bulletin board or if a public market for our common stock
  does not develop, stockholders may not be able to re-sell the shares of our
  common stock that they have purchased and may lose all of their investment.

Because Our President, Mr. Michael Young, Owns Approximately
  57% Of Our Outstanding Common Stock and Serves As One of Our Two Directors,
  Stockholders May Find That Corporate Decisions Influenced By Mr. Young Are Inconsistent
  with the Best Interests of Other Stockholders.

Mr. Young is one of our two directors and is our president.
  He owns approximately 57% of the outstanding shares of our common stock. Accordingly,
  he will have a significant influence in determining the outcome of all corporate
  transactions or other matters, including mergers, consolidations and the sale
  of all or substantially all of our assets, and also the power to prevent or
  cause a change in control. The interests of Mr. Young may differ from the interests
  of the other stockholders.

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

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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.

ITEM 2.        
  DESCRIPTION OF PROPERTY.

We own, through our subsidiary, a 100% interest in the Saucy
  mineral claims. We do not own any property other than the Saucy mineral claims.
  We rent shared office space at Suite 1400 -1500 West Georgia Street, Vancouver,
  British Columbia, Canada V6G 2Z6, at a cost of $100 CDN per month. This rental
  is on a month-to-month basis without a formal contract.

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, 2003.

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PART II

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

No Public Market for Common Stock

There is presently no public market for our common stock.
  We are in the process of making an application for trading of our common stock
  on the over-the-counter bulletin board. However, we can provide no assurance
  that our shares will be traded on the bulletin board or, if traded, that a public
  market will materialize.

Holders of Our Common Stock

As of October 28, 2003, we had 101 registered stockholders
  holding 10,554,000 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 6,000,000 shares of common stock on May 30, 2002
  to our president Michael Young. Mr. Young acquired the 6,000,000 shares at a
  price of $0.001 per share. The total amount we received from this offering was
  $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 4,500,000 shares of our common
  stock at a price of $0.01 per share 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 54,000 shares of our common stock
  at a price of $0.05 per share 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.

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

Plan Of Operations

We have completed stage one of our planned two-stage exploration
  program on the Saucy mineral claims. Stage one, consisting of mostly sampling
  and evaluation of the samples, was completed at a cost of $5,000. The second
  stage consisting of trenching, further sampling, prospecting and mapping of
  the mineral claims wassubstantially completed in November, 2003, however,
  we are still awaiting assay results.

Our business plan is to proceed with the exploration of the
  Saucy mineral claims to determine whether there are mineral deposits of gold,
  copper and silver. We had $1,014 of cash on hand as of August 31, 2003. We paid
  $4,000 of the estimated $10,000 cost of stage two of the geological exploration
  program in November, 2003, by way of a shareholder loan from our president Michael
  Young. The remaining portion of the estimated costs are expected to be funded
  through further shareholder loans from Mr. Young. We will require additional
  financing in order to proceed with any additional work beyond stage two of our
  exploration program. Our directors have made an oral commitment to provide adequate
  funding to enable us to complete stage two. However, our directors are under
  no legal obligation to do so. No additional work aside from stage two of the
  exploration program is planned at this time.

Mr. Timmins, our geologist, was engaged to oversee the second
  stage of the work program has been substantially completed, however we are still
  awaiting assay results. We anticipate that we will receive the results of this
  stage of exploration by late 2003 or early 2004.

Additional work after the completion of stage two will take
  place only if recommended by the geologist. After stage two is completed, it
  is anticipated that no work will take place for the remaining portion of 2003.
  If continuing to stage three is recommended by the geologist, that stage will
  begin in spring/summer of 2004, assuming we can secure additional funding and
  weather permitting.

We anticipate that we will incur $20,000 for operating expenses,
  including professional legal and accounting expenses associated with being a
  reporting issuer under the Exchange Act, over the next twelve months.

We had cash in the amount of $1,014 as of August 31, 2003.
  Our total expenditures over the next twelve months are anticipated to be approximately
  $20,000. Accordingly, we will require financing to fund our operations for the
  next twelve months. If we are unable to obtain additional financing, our business
  plan will be significantly delayed until a point in time when we would be able
  to secure the necessary financing. We anticipate that any financing will be
  an equity financing. However, 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.

Additional financing may not be available. Additional financing
  will be necessary to conduct our exploration past stage two, we may consider
  bringing in an additional joint venture partner to provide the required funding.
  We have not undertaken any efforts to locate a joint venture partner. In addition,
  we may not ever be able to locate a joint venture partner who will assist us
  in funding our exploration of the Saucy mineral claim.

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. See
  Item 1. Description of Business  Risk Factors.

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To become profitable and competitive, we conduct into the
  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, 2003

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 in the amount of $65,179 for
  the period from inception on April 12, 2002 to August 31, 2003. These operating
  expenses included: (a) $3,258 in connection with our acquisition the Saucy mineral
  claims, (b) office expenses of $3,783, and (c) professional fees in the amount
  of $48,337 in connection with our corporate organization and documentation.
  We anticipate our operating expenses will increase as we undertake our plan
  of operations. The increase will be attributable to our completion of stage
  two of our geological exploration program and the professional fees to be incurred
  in connection with the filing of amendments to our registration statement filed
  November 29, 2002 with the Securities Exchange Commission under the Securities
  Act.

Net Loss

We incurred a loss in the amount of $65,179 for the period
  from inception to August 31, 2003. Our loss was attributable entirely to operating
  expenses.

Liquidity and Financial Condition

We had cash on hand of $1,014 as of August 31, 2003. We had
  a working capital deficit of $11,479 as of August 31, 2003. We estimate stage
  two of the geological exploration program will cost approximately $10,000. We
  paid $4,000 of the estimated $10,000 cost of stage two of the geological exploration
  program in November, 2003, by way of a shareholder loan from our president Michael
  Young. The remaining portion of the estimated costs are expected to be funded
  through further shareholder loans from Mr. Young. Our working capital is sufficient
  to pay for the costs of stage two. Our directors have made an oral commitment
  to provide adequate funding to enable us to complete stage two. 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 6,000,000 shares of common stock on May 30, 2002 to
  our president Michael Young. Mr. Young acquired the 6,000,000 shares at a price
  of $0.001 per share. The total amount we received from this offering was $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 4,500,000 shares of our common
  stock at a price of $0.01 per share 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 54,000 shares of our common stock at a price of $0.05 per share
  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.

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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. We intend to arrange for
  the sale of additional shares of our common stock to obtain additional operating
  capital for at least the next twelve months.

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. Our significant accounting policies are disclosed
  in Note 2 to the consolidated financial statements included in this annual report.

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.

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.

18 of 28

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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-3  | 
|                                                                                      |      | 
|Consolidated
      Statements of Loss and Deficit                                     | F-4  | 
|                                                                                      |      | 
|Consolidated
      Statements of Cash Flows                                           | F-5  | 
|                                                                                      |      | 
|Consolidated
      Statement of Stockholders Equity                                  | F-6  | 
|                                                                                      |      | 
|Notes
      to Consolidated Financial Statements                                      | F-7  | 

19 of 28

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IGUANA VENTURES LTD. (An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002 (Stated in U.S. Dollars)



F-1

---



AUDITORS' REPORT

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

We have audited the consolidated balance sheets of Iguana
  Ventures Ltd. (an exploration stage company) as at August 31, 2003 and 2002,
  and the consolidated statements of loss and deficit accumulated during the exploration
  stage, cash flows, and stockholders equity for the year ended August 31,
  2003, and for the period from April 12, 2002 (date of inception) to August 31,
  2002. 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 audits in accordance with United States generally
  accepted auditing standards. 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 audit provides a reasonable basis for our
  opinion.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  August 31, 2003 and 2002, and the results of its 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, 2002, in accordance with United States generally
  accepted accounting principles.

The accompanying consolidated financial statements have been
  prepared assuming the Company will continue as a going concern. As discussed
  in to Note 1 to the consolidated financial statements, the Company incurred
  a net loss of $65,179 since inception, has not attained profitable operations
  and is dependent upon obtaining adequate financing to fulfil 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 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

F-2

---

IGUANA VENTURES LTD. (An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS (Stated in U.S. Dollars)

|                                                                  |   | AUGUST
      31 |  
|----------------------------------------------------------------- | - | --------------- | -
|                                                                  |   | 2003            |  
|                                                                  |   |                 |  
|ASSETS                                                            |   |                 |  
|                                                                  |   |                 |  
|Current                                                           |   |                 |  
|Cash                                                              | $ | 1,014           |  
|                                                                  |   |                 |  
|LIABILITIES                                                       |   |                 |  
|                                                                  |   |                 |  
|Current                                                           |   |                 |  
|Accounts payable                                                  | $ | 9,116           |  
|Due to shareholder                                                |   | 3,377           |  
|                                                                  |   | 12,493          |  
|                                                                  |   |                 |  
|SHAREHOLDERS EQUITY (DEFICIENCY)                                 |   |                 |  
|                                                                  |   |                 |  
|Share Capital                                                     |   |                 |  
|Authorized:                                                       |   |                 |  
|100,000,000
      common shares with a par value of $ 0.001 per   |   |                 |  
|share                                                             |   |                 |  
|100,000,000
      preferred shares with a par value of $0.001 per |   |                 |  
|share                                                             |   |                 |  
|                                                                  |   |                 |  
|Issued:                                                           |   |                 |  
|10,554,000
      common shares                                    |   | 10,554          |  
|                                                                  |   |                 |  
|Additional paid-in capital                                        |   | 43,146          |  
|                                                                  |   |                 |  
|Deficit Accumulated During The Exploration Stage                  |   | (65,179         | )
|                                                                  |   | (11,479         | )
|                                                                  |   |                 |  
|                                                                  | $ | 1,014           |  

F-3

---

IGUANA VENTURES LTD. (An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT (Stated in U.S. Dollars)

|                                       |   |            |  |   | PERIOD
      FROM |  |   | PERIOD
      FROM | 
|-------------------------------------- | - | ---------- |  | - | ----------------- |  | - | ----------------- | 
|                                       |   |            |  |   | INCEPTION         |  |   | INCEPTION         | 
|                                       |   | YEAR       |  |   | APRIL 12          |  |   | APRIL 12          | 
|                                       |   | ENDED      |  |   | 2002 TO           |  |   | 2002 TO           | 
|                                       |   | AUGUST 31  |  |   | AUGUST 31         |  |   | AUGUST 31         | 
|                                       |   | 2003       |  |   | 2002              |  |   | 2003              | 
|                                       |   |            |  |   |                   |  |   |                   | 
|Expenses                               |   |            |  |   |                   |  |   |                   | 
|Mineral claim payment                  | $ | -          |  | $ | 3,258             |  | $ | 3,258             | 
|Professional fees                      |   | 38,871     |  |   | 9,466             |  |   | 48,337            | 
|Consulting fees                        |   | 2,526      |  |   | -                 |  |   | 2,526             | 
|Office and sundry                      |   | 2,481      |  |   | 1,302             |  |   | 3,783             | 
|Exploration expenditures               |   | 5,000      |  |   | -                 |  |   | 5,000             | 
|Transfer agent fees                    |   | 2,275      |  |   | -                 |  |   | 2,275             | 
|                                       |   |            |  |   |                   |  |   |                   | 
|Net Loss For The Year                  |   | 51,153     |  |   | 14,026            |  | $ | 65,179            | 
|                                       |   |            |  |   |                   |  |   |                   | 
|Deficit Accumulated During Exploration |   |            |  |   |                   |  |   |                   | 
|Stage, Beginning Of
      Year         |   | 14,026     |  |   | -                 |  |   |                   | 
|                                       |   |            |  |   |                   |  |   |                   | 
|Deficit Accumulated During The         |   |            |  |   |                   |  |   |                   | 
|Exploration
      Stage, End Of Year   | $ | 65,179     |  | $ | 14,026            |  |   |                   | 
|                                       |   |            |  |   |                   |  |   |                   | 
|Basic And
      Diluted Loss Per Share | $ | 0.01       |  | $ | 0.01              |  |   |                   | 
|                                       |   |            |  |   |                   |  |   |                   | 
|Weighted Average Number Of Shares      |   |            |  |   |                   |  |   |                   | 
|Outstanding                            |   | 10,554,000 |  |   | 5,117,121         |  |   |                   | 

F-4

---

IGUANA VENTURES LTD. (An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Stated in U.S. Dollars)

|                                         |   |           |   |   | PERIOD
      FROM |   |   | PERIOD
      FROM |  
|---------------------------------------- | - | --------- | - | - | ----------------- | - | - | ----------------- | -
|                                         |   |           |   |   | INCEPTION         |   |   | INCEPTION         |  
|                                         |   | YEAR      |   |   | APRIL 17          |   |   | APRIL 17          |  
|                                         |   | ENDED     |   |   | 2002 TO           |   |   | 2002 TO           |  
|                                         |   | AUGUST 31 |   |   | AUGUST 31         |   |   | AUGUST 31         |  
|                                         |   | 2003      |   |   | 2002              |   |   | 2003              |  
|                                         |   |           |   |   |                   |   |   |                   |  
|Cash Flows From Operating Activities     |   |           |   |   |                   |   |   |                   |  
|Net loss for the period                  | $ | (51,153   | ) | $ | (14,026           | ) | $ | (65,179           | )
|                                         |   |           |   |   |                   |   |   |                   |  
|Adjustments To Reconcile Net Loss To Net |   |           |   |   |                   |   |   |                   |  
|Cash Used By Operating Activities        |   |           |   |   |                   |   |   |                   |  
|Change in accounts payable               |   | 7,936     |   |   | 1,180             |   |   | 9,116             |  
|Change in due to shareholder             |   | 108       |   |   | 3,269             |   |   | 3,377             |  
|                                         |   | (43,109   | ) |   | (9,577            | ) |   | (52,686           | )
|                                         |   |           |   |   |                   |   |   |                   |  
|Cash Flows From Financing Activity       |   |           |   |   |                   |   |   |                   |  
|Issue of share capital                   |   | -         |   |   | 53,700            |   |   | 53,700            |  
|                                         |   |           |   |   |                   |   |   |                   |  
|Increase (Decrease) In Cash              |   | (43,109   | ) |   | 44,123            |   |   | 1,014             |  
|                                         |   |           |   |   |                   |   |   |                   |  
|Cash, Beginning Of Year                  |   | 44,123    |   |   | -                 |   |   | -                 |  
|                                         |   |           |   |   |                   |   |   |                   |  
|Cash, End
      Of Year                  | $ | 1,014     |   | $ | 44,123            |   | $ | 1,014             |  

F-5

---

IGUANA VENTURES LTD. (An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

AUGUST 31, 2003

(Stated in U.S. Dollars)

|                                  | COMMON
      STOCK |  |   | DEFICIT |  |   |            | 
|--------------------------------- | ------------------ |  | - | ------- |  | - | ---------- | 
|                                  | NUMBER             |  |   |         |  |   |            | 
|                                  | OF                 |  |   |         |  |   | ADDITIONAL | 
|                                  | COMMON             |  |   | PAR     |  |   | PAID-IN    | 
|                                  | SHARES             |  |   | VALUE   |  |   | CAPITAL    | 
|                                  |                    |  |   |         |  |   |            | 
|Shares issued for cash at  $0.001 | 6,000,000          |  | $ | 6,000   |  | $ | -          | 
|                                  |                    |  |   |         |  |   |            | 
|Shares issued for cash at $0.01   | 4,500,000          |  |   | 4,500   |  |   | 40,500     | 
|                                  |                    |  |   |         |  |   |            | 
|Shares issued for cash at  $0.05  | 54,000             |  |   | 54      |  |   | 2,646      | 
|                                  |                    |  |   |         |  |   |            | 
|Net loss for the period           | -                  |  |   | -       |  |   | -          | 
|                                  |                    |  |   |         |  |   |            | 
|Balance, August 31, 2002          | 10,554,000         |  |   | 10,554  |  |   | 43,146     | 
|                                  |                    |  |   |         |  |   |            | 
|Net loss for the year             | -                  |  |   | -       |  |   | -          | 
|                                  |                    |  |   |         |  |   |            | 
|Balance, August 31, 2003          | 10,554,000         |  | $ | 10,554  |  | $ | 43,146     | 

F-6

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IGUANA VENTURES LTD. (An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002 (Stated in U.S. Dollars)

|1. | OPERATIONS
        Organization
        The Company was incorporated in the State of Nevada, U.S.A., on April
          12, 2002.
        Exploration Stage Activities
        The Company 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 minable reserve, the Company expects to
          actively prepare the site for its extraction and enter a development
          stage.
        Going Concern
        The accompanying financial statements have been prepared assuming
          the Company will continue as a going concern.
        As shown in the accompanying financial statements, the Company has
          incurred a net loss of $65,179 for the period from April 12, 2002 (inception)
          to August 31, 2003, and has no sales. The future of the Company is dependent
          upon its ability to obtain financing and upon future profitable operations
          from the development of its mineral claims. Management has plans to
          seek additional capital through a private placement and public offering
          of its common stock. The financial statements do not include any adjustments
          relating to the recoverability and classification of recorded assets,
          or the amounts of and classification of liabilities that might be necessary
          in the event the Company cannot continue in existence.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | SIGNIFICANT ACCOUNTING POLICIES
      The consolidated financial statements of the Company
        have been prepared in accordance with generally accepted accounting principles
        in the United States. Because a precise determination of many assets and
        liabilities is dependent upon future events, the preparation of financial
        statements for a period necessarily involves the use of estimates which
        have been made using careful judgement.
      The consolidated financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-7

---

IGUANA VENTURES LTD. (An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002 (Stated in U.S. Dollars)

|**2.** | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|------ | ------------------------------------------
|       |                                           
|       | a)                                        
|       |                                           
|       | b)                                        
|       |                                           
|       | c)                                        
|       |                                           
|       | d)                                        
|       |                                           
|       | e)                                        
|       |                                           
|       |                                           
|       |                                           
|       |                                           
|       |                                           
|       | f)                                        

F-8

---

IGUANA VENTURES LTD. (An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2003 AND 2002 (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                          
|   | g)                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                          
|3. | MINERAL CLAIM INTEREST
        On June 1, 2002, the Company acquired, by staking, a 100% interest
          in four mineral claims located in British Columbia, Canada for cash
          consideration of $3,258. Since the Company has not established the commercial
          feasibility of the mineral claim, the staking costs have been expensed.

F-9

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ITEM 8.         CHANGES IN AND
  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE.

None.

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, 2003, being the date of our fiscal
  year end covered by this Annual Report. This evaluation was carried out under
  the supervision and with the participation of our Chief Executive Officer Michael
  L. Young and our Chief Financial Officer, Vicki White. 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, 2003, 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.

The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

(1)
      Pertain to the maintenance of records
          that in reasonable detail accurately and fairly reflect the transactions
          and dispositions of the assets of the registrant;(2)
      Provide reasonable assurance that
          transactions are recorded as necessary to permit preparation of financial
          statements in accordance with generally accepted accounting principles,
          and that receipts and expenditures of the registrant are being made
          only in accordance with authorizations of management and directors of
          the registrant; and(3)
      Provide reasonable assurance regarding
          prevention or timely detection of unauthorized acquisition, use or disposition
          of the registrant's assets that could have a material effect on the
          financial statements.


20 of 28

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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 October 28, 2003 are as follows:

|Directors:          |     |                                                  | 
|------------------- | --- | ------------------------------------------------ | 
|                    |     |                                                  | 
|Name of Director    | Age |                                                  | 
|Michael L. Young    | 40  |                                                  | 
|Vicki White         | 34  |                                                  | 
|                    |     |                                                  | 
|Executive Officers: |     |                                                  | 
|                    |     |                                                  | 
|Name of Officer     | Age | Office                                           | 
|Michael L. Young    | 40  | President and Chief Executive Officer            | 
|Vicki White         | 34  | Secretary, Treasurer and Chief Financial 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.

Michael L. Young is our president and a director. Currently
  Mr. Young commits approximately 10 hours per week to our operations.

Mr. Young received a life, accident and sickness insurance
  license certificate in 1994; an investment funds institute license and certificate
  in 1995; and a life underwriters association training course certificate
  in 1997. From April 1982 to December 1993, Mr. Young worked for the Insurance
  Corporation of British Columbia in a number of areas; starting from customer
  accounts representative and later becoming a customer accounts trainer, a material
  damage estimator, a material damage technical supervisor and finally a material
  damage manager. In January 1994, Mr. Young joined Prudential Assurance as a
  sales agent. He resigned from that position in May 1997. At that point the company
  had changed its name from Prudential Assurance to Clarica. Since May 1997, Mr.
  Young has been working as an independent contractor, providing services and
  direction to streamline office efficiencies in the areas of acquisition targets,
  finance, marketing strategies, business plan implementation, investor relations
  and office administration.

Mr. Michael L. Young 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. Young 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.

Vicki White is our secretary, treasurer and a director.
  Ms. Whites duties with our company include maintaining the books, bank
  accounts, and general administrative duties. Ms. White currently commits approximately
  5 hours a week to our operations. Ms. White will be granted options at a future
  date. Currently there is no option plan currently in place and we have not set
  a date or parameter to structure such options.

Since October 1997, Ms. White has been employed by Sears,
  Canada. She currently holds the position of educator for the Langley store.
  This role includes implementing and presenting various training,

21 of 28

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developing, and coaching to all store associates. She trains
  all associates to use all in store computer systems, teach selling skills that
  work for Sears base of customers, and give associates the information to give
  quality customer service. Before being promoted to this position she was the
  office manager responsible for all accounts payable and receivable and managing
  office staff working on the store audit detail. From October 1990 to 1997 Ms.
  White worked for the Real Canadian Superstore.

Ms. Vicki White does not have any formal training as a geologist
  or in the technical aspects of management of a mineral exploration company.
  She lacks technical training and experience with exploring for, starting, and
  operating a mine. With no direct training or experience in these areas, Ms.
  White may not be fully aware of the specific requirements related to working
  within this industry. Her 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. However, our board of directors
  is considering establish various committees during the current fiscal year.

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, 2003, the Reporting Persons complied with all Section 16(a) filing
  requirements applicable to them.

22 of 28

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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 October 28,
  2003.

|                 |                                    | Annual Compensation | Long Term Compensation
|---------------- | ---------------------------------- | ------------------- | ----------------------
|Name             | Title                              | Year                | Salary                
|Michael L. Young | President, and Director            | 2002                | $0                    
|                 |                                    | 2003                | $0                    
|Vicki White      | Secretary, Treasurer, and Director | 2002                | $0                    
|                 |                                    | 2003                | $0                    

STOCK OPTION GRANTS

We did not grant any stock options to the executive officers
  or directors from inception through August 31, 2003. 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, 2003. No stock options
  have been exercised since August 31, 2003.

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. Additionally,
  we have a verbal agreement with our outside auditors to perform requested accounting
  functions at their normal and customary rates.

23 of 28

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

The following table sets forth certain information concerning
  the number of shares of our common stock owned beneficially as of October 28,
  2003 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.

|                                 |                                |                  |                 
|-------------------------------- | ------------------------------ | ---------------- | ----------------
|                                 | Name and address               | Number of Shares | Percentage of   
|Title of class                   | of beneficial owner            | of Common Stock  | Common Stock (1)
|                                 |                                |                  |                 
|                                
|DIRECTORS AND EXECUTIVE OFFICERS
|                                 |                                |                  |                 
|Common Stock                     | Michael L. Young               | 6,000,000 shares | 56.8%           
|                                 | Director, President and Chief  |                  |                 
|                                 | Executive Officer,             |                  |                 
|                                 | 102-925 West 10th Ave.         |                  |                 
|                                 | Vancouver, British Columbia    |                  |                 
|                                 | Canada V5Z 1L9                 |                  |                 
|                                 |                                |                  |                 
|Common Stock                     | Vicki White                    | 0                | 0%              
|                                 | Director, Secretary, Treasurer |                  |                 
|                                 | and Chief Financial Officer,   |                  |                 
|                                 | 5723 192 Street                |                  |                 
|                                 | Surrey, British Columbia       |                  |                 
|                                 | Canada V3S 7M8                 |                  |                 
|                                 |                                |                  |                 
|Common Stock                     | All Officers and Directors     | 6,000,000 shares | 56.8%           
|                                 | as a Group (2 persons)         |                  |                 
|                                 |                                |                  |                 

|(1) | Based on 10,554,000 shares of our common stock issued
        and outstanding as of October 28, 2003. 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 October 28, 2003.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a
  change in control in the future.

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.

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|EQUITY COMPENSATION PLANS                                       
|----------------------------------------------------------------
|Plan Category                                                   
|Equity Compensation Plans approved by security
      holders    
|Equity Compensation Plans not approved by
      security holders
|Total                                                           

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.




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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)      
|               |  |                                                                                                                    
|21.1           |  | Subsidiaries of Registrant                                                                                         
|               |  |                                                                                                                    
|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
|               |  |                                                                                                                    
|32.2           |  | Certification of Chief Financial 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, 2003.

No reports on Form 8-K have been filed since August 31, 2003.

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ITEM 14.        PRINCIPAL ACCOUNTANT
  FEES AND SERVICES.

AUDIT FEES

The aggregate fees billed for the fiscal year ended August
  31, 2003 and the period from inception to August 31, 2002 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
  $3,624.

AUDIT RELATED FEES

None.

TAX FEES

None.

ALL OTHER FEES

None.

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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/ Michael L. Young                                   
|                     | Michael L. Young, President and Chief Executive Officer
|                     | Director                                               
|                     | Date: December 1, 2003                                 

In accordance with the Exchange Act, this report has been
  signed below by the following persons on behalf of the registrant and in the
  capacities and on the dates indicated.

|By: | /s/
      Michael L. Young                              | 
|--- | ------------------------------------------------------- | 
|    | Michael L. Young, President and Chief Executive Officer | 
|    | (Principal Executive Officer)                           | 
|    | Director                                                | 
|    | Date: December 1, 2003                                  | 
|    |                                                         | 
|By: | /s/
      Vicky White                                   | 
|    | Vicki White, Secretary, Treasurer, Chief                | 
|    | Financial Officer                                       | 
|    | (Principal Financial Officer and                        | 
|    | Principal Accounting Officer)                           | 
|    | Director                                                | 
|    | Date: December 1, 2003                                  | 

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