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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

**x******Quarterly
  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2004

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

Commission File Number 000-50033

MERRITT VENTURES CORP.
  (Exact name of small Business Issuer as specified in its charter)

|Nevada                                          | 91-2147049                       
|----------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                 | (IRS Employer Identification No.)
|incorporation or organization)                  |                                  
|                                                |                                  
|810 Peace Portal Drive, Suite 201               |                                  
|Blaine, Washington                              | 98230                            
|(Address of principal executive offices)        | (Zip Code)                       
|                                                |                                  
|Issuer's telephone number, including area code: | 360-332-1752                     

NOT APPLICABLE 
  (Former name, former address and former fiscal year end, if changed since last
  report)

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the past 12 months (or for such shorter period that the issuer was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days: Yes**x******No
  ** ̈******

State the number of shares outstanding of each of the issuer's
  classes of common stock, as of the latest 
  practicable date: 7,437,500 shares of common stock issued and outstanding
  as of August 23, 2004.

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

1

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PART I. FINANCIAL INFORMATION

ITEM 1.             FINANCIAL
  STATEMENTS.

2

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MERRITT VENTURES CORP.(An Exploration Stage Company)

FINANCIAL STATEMENTS

JUNE 30, 2004(Unaudited)
  (Stated in U.S. Dollars)





F-1

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MERRITT VENTURES CORP.(An Exploration Stage Company)

BALANCE SHEET(Stated in U.S. Dollars)

|                                                           |   | JUNE 30     |   |   | DECEMBER 31 |  
|---------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                           |   | 2004        |   |   | 2003        |  
|                                                           |   | (Unaudited) |   |   |             |  
|ASSETS                                                     |   |             |   |   |             |  
|                                                           |   |             |   |   |             |  
|Current                                                    |   |             |   |   |             |  
|Cash                                                       | $ | 25          |   | $ | 945         |  
|                                                           |   |             |   |   |             |  
|LIABILITIES                                                |   |             |   |   |             |  
|                                                           |   |             |   |   |             |  
|Current                                                    |   |             |   |   |             |  
|Accounts payable                                           | $ | 46,152      |   | $ | 30,069      |  
|                                                           |   |             |   |   |             |  
|SHAREHOLDER'S EQUITY (DEFICIENCY)                          |   |             |   |   |             |  
|                                                           |   |             |   |   |             |  
|Share Capital                                              |   |             |   |   |             |  
|Authorized:                                                |   |             |   |   |             |  
|100,000,000
      common shares with a par value of $0.001 |   |             |   |   |             |  
|per share                                                  |   |             |   |   |             |  
|                                                           |   |             |   |   |             |  
|Issued:                                                    |   |             |   |   |             |  
|7,437,500
      common shares                              |   | 7,438       |   |   | 7,438       |  
|                                                           |   |             |   |   |             |  
|Additional paid-in capital                                 |   | 61,312      |   |   | 61,312      |  
|                                                           |   |             |   |   |             |  
|Deficit Accumulated During The Exploration Stage           |   | (114,877    | ) |   | (97,874     | )
|                                                           |   | (46,127     | ) |   | (29,124     | )
|                                                           |   |             |   |   |             |  
|                                                           | $ | 25          |   | $ | 945         |  

F-2

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MERRITT VENTURES CORP.(An Exploration Stage Company)

STATEMENT OF LOSS AND DEFICIT(Unaudited)
  (Stated in U.S. Dollars)

|                           |   |                    |  |   |                  |  |   |           |  |   |           |  |   | INCEPTION   | 
|-------------------------- | - | ------------------ |  | - | ---------------- |  | - | --------- |  | - | --------- |  | - | ----------- | 
|                           |   |                    |  |   |                  |  |   |           |  |   |           |  |   | FEBRUARY 20 | 
|                           |   | THREE MONTHS ENDED |  |   | SIX MONTHS ENDED |  |   | 2001 TO   | 
|                           |   | JUNE 30            |  |   | JUNE 30          |  |   | JUNE 30   | 
|                           |   | 2004               |  |   | 2003             |  |   | 2004      |  |   | 2003      |  |   | 2004        | 
|                           |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|Expenses                   |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|Rent                       | $ | 750                |  | $ | 750              |  | $ | 1,500     |  | $ | 1,500     |  | $ | 8,650       | 
|Professional fees          |   | 10,221             |  |   | 13,568           |  |   | 12,288    |  |   | 13,773    |  |   | 75,290      | 
|Regulatory fees            |   | -                  |  |   | -                |  |   | -         |  |   | -         |  |   | 2,199       | 
|Administrative fees        |   | 1,500              |  |   | 1,500            |  |   | 3,000     |  |   | 3,000     |  |   | 15,568      | 
|Office and sundry          |   | 58                 |  |   | 304              |  |   | 215       |  |   | 495       |  |   | 3,314       | 
|Mineral and property       |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|option
      payments      |   | -                  |  |   | -                |  |   | -         |  |   | -         |  |   | 2,000       | 
|Exploration expenses       |   | -                  |  |   | -                |  |   | -         |  |   | -         |  |   | 7,856       | 
|                           |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|Net Loss For The Period    |   | 12,529             |  |   | 16,122           |  |   | 17,003    |  |   | 18,768    |  | $ | 114,877     | 
|                           |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|Deficit Accumulated During |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|The Exploration Stage,     |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|Beginning Of Period        |   | 102,348            |  |   | 68,004           |  |   | 97,874    |  |   | 65,358    |  |   |             | 
|                           |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|Deficit Accumulated During |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|The Exploration Stage,     |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|End Of Period              | $ | 114,877            |  | $ | 84,126           |  | $ | 114,877   |  | $ | 84,126    |  |   |             | 
|                           |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|Net Loss Per Share         | $ | 0.01               |  | $ | 0.01             |  | $ | 0.01      |  | $ | 0.01      |  |   |             | 
|                           |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|Weighted Average Number    |   |                    |  |   |                  |  |   |           |  |   |           |  |   |             | 
|Of Shares Outstanding      |   | 7,437,500          |  |   | 7,437,500        |  |   | 7,437,500 |  |   | 7,437,500 |  |   |             | 

F-3

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MERRITT VENTURES CORP.(An Exploration Stage Company)

STATEMENT OF CASH FLOWS(Unaudited)
  (Stated in U.S. Dollars)

|                                 |   |                    |   |   |                  |   |   |         |   |   |         |   |   | INCEPTION   |  
|-------------------------------- | - | ------------------ | - | - | ---------------- | - | - | ------- | - | - | ------- | - | - | ----------- | -
|                                 |   |                    |   |   |                  |   |   |         |   |   |         |   |   | FEBRUARY 20 |  
|                                 |   | THREE MONTHS ENDED |   |   | SIX MONTHS ENDED |   |   | 2001 TO |  
|                                 |   | JUNE 30            |   |   | JUNE 30          |   |   | JUNE 30 |  
|                                 |   | 2004               |   |   | 2003             |   |   | 2004    |   |   | 2003    |   |   | 2004        |  
|                                 |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Cash Flows From Operating        |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Activities                       |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Net loss for the period          | $ | (12,529            | ) | $ | (16,122          | ) | $ | (17,003 | ) | $ | (18,768 | ) | $ | (114,877    | )
|                                 |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Adjustments To Reconcile Net     |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Loss To Cash Used By             |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Operating Activities             |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Change in accounts
      payable |   | 12,471             |   |   | 15,408           |   |   | 16,083  |   |   | 15,408  |   |   | 46,152      |  
|Change in prepaid expenses       |   | -                  |   |   | 750              |   |   | -       |   |   | 750     |   |   | -           |  
|                                 |   | (58                | ) |   | 36               |   |   | (920    | ) |   | (2,610  | ) |   | (68,725     | )
|                                 |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Cash Flows From Financing        |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Activity                         |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Issue of share capital           |   | -                  |   |   | -                |   |   | -       |   |   | -       |   |   | 68,750      |  
|                                 |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Increase (Decrease) In Cash      |   | (58                | ) |   | 36               |   |   | (920    | ) |   | (2,610  | ) |   | 25          |  
|                                 |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Cash, Beginning Of Period        |   | 83                 |   |   | (4               | ) |   | 945     |   |   | 2,642   |   |   | -           |  
|                                 |   |                    |   |   |                  |   |   |         |   |   |         |   |   |             |  
|Cash, End Of Period              | $ | 25                 |   | $ | 32               |   | $ | 25      |   | $ | 32      |   | $ | 25          |  

F-4

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MERRITT VENTURES CORP.(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

JUNE 30, 2004(Unaudited)
  (Stated in U.S. Dollars)

|                                 |              |  |   |       |  |   |             |  |   | DEFICIT     |   |   |         |  
|-------------------------------- | ------------ |  | - | ----- |  | - | ----------- |  | - | ----------- | - | - | ------- | -
|                                 | COMMON STOCK |  |   |       |  |   | ACCUMULATED |  |   |             |  
|                                 | NUMBER OF    |  |   |       |  |   | ADDITIONAL  |  |   | DURING THE  |   |   |         |  
|                                 | COMMON       |  |   | PAR   |  |   | PAID IN     |  |   | EXPLORATION |   |   |         |  
|                                 | SHARES       |  |   | VALUE |  |   | CAPITAL     |  |   | STAGE       |   |   | TOTAL   |  
|                                 |              |  |   |       |  |   |             |  |   |             |   |   |         |  
|Shares issued for cash at $0.001 | 5,000,000    |  | $ | 5,000 |  | $ | -           |  | $ | -           |   | $ | 5,000   |  
|Shares issued for cash at $0.01  | 2,000,000    |  |   | 2,000 |  |   | 18,000      |  |   | -           |   |   | 20,000  |  
|Shares issued for cash at $0.10  | 437,500      |  |   | 438   |  |   | 43,312      |  |   | -           |   |   | 43,750  |  
|Net loss for the period          | -            |  |   | -     |  |   | -           |  |   | (16,045     | ) |   | (16,045 | )
|                                 |              |  |   |       |  |   |             |  |   |             |   |   |         |  
|Balance, December 31, 2001       | 7,437,500    |  |   | 7,438 |  |   | 61,312      |  |   | (16,045     | ) |   | 52,705  |  
|Net loss for the year            | -            |  |   | -     |  |   | -           |  |   | (49,313     | ) |   | (49,313 | )
|                                 |              |  |   |       |  |   |             |  |   |             |   |   |         |  
|Balance, December 31, 2002       | 7,437,500    |  |   | 7,438 |  |   | 61,312      |  |   | (65,358     | ) |   | 3,392   |  
|Net loss for the year            | -            |  |   | -     |  |   | -           |  |   | (32,516     | ) |   | (32,516 | )
|                                 |              |  |   |       |  |   |             |  |   |             |   |   |         |  
|Balance, December 31, 2003       | 7,437,500    |  |   | 7,438 |  |   | 61,312      |  |   | (97,874     | ) |   | (29,124 | )
|Net loss for the period          | -            |  |   | -     |  |   | -           |  |   | (17,003     | ) |   | (17,003 | )
|                                 |              |  |   |       |  |   |             |  |   |             |   |   |         |  
|Balance, June 30, 2004           | 7,437,500    |  | $ | 7,438 |  | $ | 61,312      |  | $ | (114,877    | ) | $ | (46,127 | )

F-5

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MERRITT VENTURES CORP.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2004(Unaudited)
  (Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The unaudited financial statements as of June 30,
        2004 included herein have been prepared without audit pursuant to the
        rules and regulations of the Securities and Exchange Commission. Certain
        information and footnote disclosures normally included in financial statements
        prepared in accordance with United States of America generally accepted
        accounting principles have been condensed or omitted pursuant to such
        rules and regulations. In the opinion of management, all adjustments (consisting
        of normal recurring accruals) considered necessary for a fair presentation
        have been included. It is suggested that these financial statements be
        read in conjunction with the December 31, 2003 audited financial statements
        and notes thereto.
|  
|2. | OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | The Company was incorporated in the State of Nevada,
        U.S.A., on February 20, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | 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 properties.
        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 $114,877 for the period from February
        20, 2001 (inception) to June 30, 2004, 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 properties.
        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.                       

F-6

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MERRITT VENTURES CORP.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2004(Unaudited)
  (Stated in U.S. Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The 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 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:                                                                                                                                                                                                 
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-7

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MERRITT VENTURES CORP.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2004(Unaudited)
  (Stated in U.S. Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|  
|   | d)                                        
|  
|   |                                           
|  
|   | e)                                        
|  
|   |                                           
|  
|4. | MINERAL EXPLORATION PROPERTY              
|  
|   | a)                                        
|  
|   |                                           
|  
|   |                                           
|  
|   |                                           
|  
|   |                                           
|   |                                           
|   |                                           

F-8

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MERRITT VENTURES CORP.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2004(Unaudited)
  (Stated in U.S. Dollars)

|4. | MINERAL EXPLORATION PROPERTY(Continued)                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | On May 11, 2004, the Company purchased a 75% undivided
        interest in two mineral claims located in the Kamloops Mining Division,
        British Columbia, Canada for consideration of $3,640 payable on or before
        August 11, 2004.                                                    
|  
|   | In addition, the Company will pay $18,200 towards
        exploration expenditures on the property, subsequent to which the Company
        and the vendor of the claims shall enter into a joint venture agreement
        to further explore the claims on the basis of their respective interests.

F-9

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ITEM 2.             MANAGEMENT'S
  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-QSB 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 this Item 2. "Management's Discussion
  and Analysis or Plan of Operation" and elsewhere in this Form 10-QSB. 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 annual
  reports on Form 10-KSB, 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",
  "the Company" and "Merritt" mean Merritt Ventures Corp. unless otherwise indicated.
  All dollar amounts in this annual report are in U.S. dollars unless otherwise
  stated.

INTRODUCTION


The following discussion and analysis summarizes our plan
  of operations for the next 12 months, our results of operations for the three
  month and six month periods ended June 30, 2004 and changes in our financial
  condition from December 31, 2003. This discussion should be read in conjunction
  with the Management's Discussion and Analysis or Plan of Operations included
  in our Annual Report on Form 10-KSB for the year ended December 31, 2003.

We were incorporated on February 20, 2001 under the laws of
  the State of Nevada. We are an exploration stage company engaged in the acquisition,
  exploration and development of mineral properties in the Province of British
  Columbia, Canada.

Currently we own an interest in one property, which we refer
  to as the Claw Property. Our plan of operations for the next twelve months primarily
  involves conducting preliminary exploration and development work on this property
  in order to ascertain whether it possess commercially exploitable mineral deposits.
  To date, no commercially viable mineral deposits have been identified on the
  Claw Property and there is no assurance that any commercially viable mineral
  deposits exist on the property.

We are currently in discussions to acquire a company engaged
  in the business of selling and providing support services for telecommunications
  switching equipment and an affiliated real estate holding company. If we are
  successful in acquiring these companies, of which there can be no assurance,
  it is expected that we will abandon our mineral exploration business to focus
  our resources on the target businesses. If we are not successful in completing
  the acquisition of these companies, we will continue with our mineral exploration
  business. See Part II, Item 5. "Other Information."

3

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PLAN OF OPERATIONS

Subject to the completion of our proposed business acquisition,
  our plan of operations for the next twelve months involves spending approximately
  $81,250 on the continued exploration and development of the Claw Property. It
  is expected that these amounts will be spent on the construction of an access
  road onto the Claw Property and the excavation of trenches in targeted areas.
  In the event that the results of the trenching activities are favorable, we
  intend to begin drilling of those targeted areas.

As of June 30, 2004, we had cash in the amount of $25. It
  is anticipated that we will not generate any revenues over the next twelve months.
  Accordingly, we will require substantial additional financing in order to fund
  our plan of operations.

If we are successful in completing the proposed acquisitions
  as discussed below, of which there is no assurance, it is expected that we will
  abandon our mineral exploration business to focus on the businesses of the target
  companies. We are currently in negotiations with respect to the proposed acquisitions
  and have not yet reached an agreement for the acquisition of those companies.
  If we are successful in reaching an agreement, of which there is no assurance,
  it is expected that we will require substantial financing in order to complete
  the proposed acquisitions. See Part II, Item 5. "Other Information."

We have approved a private placement offering of 5,000,000
  units at $0.25 per unit for total potential proceeds of $1,250,000. However,
  there is no assurance that the proposed private placement will be completed
  or that we will be able to sell all units offered under the proposed private
  placement. Even if all units offered are sold under the proposed private placement,
  there is no assurance that these funds will be sufficient to allow us to complete
  the proposed business acquisitions described below. See Part II, Item 2. "Unregistered
  Sales of Equity Securities and Use of Proceeds" and Part II, Item 5. "Other
  Information."

If we are not able to complete the proposed private placement
  or if the proposed private placement does not provide us with sufficient financing
  to enable us to fund our plan of operations or the proposed acquisition, then
  we will have to seek additional sources of financing. An inability to raise
  the necessary financing may result in us forfeiting our rights under our Option
  Agreement for the Claw Property with International Arimex Resources Inc. or
  under any agreement which may be reached with respect to the proposed acquisitions

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS

Three Month and Six Month Summary


|                  | Three Months Ended
      June 30 |           | Six Months Ended
      June 30
|----------------- | -------------------------------- | --------- | ------------------------------
|                  |                                  |           | Percentage                    
|                  | 2004                             | 2003      | Inc. / (Dec.)                 
|Revenue           | $ --                             | $ --      | --                            
|Expenses          | (12,529)                         | (16,122)  | (22.3)%                       
|Net Income (Loss) | $(12,529)                        | $(16,122) | (22.3)%                       

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Revenues

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.

Expenses


The major components of our expenses are outlined in the table
  below:

|                     | Three Months Ended
      June 30 |         | Six Months Ended
      June 30
|-------------------- | -------------------------------- | ------- | ------------------------------
|                     |                                  |         | Percentage                    
|                     | 2004                             | 2003    | Inc. / (Dec.)                 
|Rent                 | $750                             | $750    | --                            
|Professional Fees    | 10,221                           | 13,568  | (24.7)%                       
|Regulatory Fees      | --                               | --      | --                            
|Administrative Fees  | 1,500                            | 1,500   | --                            
|Office and Sundry    | 58                               | 304     | (80.9)%                       
|Mineral and Property | --                               | --      | --                            
|Option Payments      |                                  |         |                               
|Exploration Expenses | --                               | --      | --                            
|Total Expenses       | $12,529                          | $16,122 | (22.3)%                       

We anticipate that our operating expenses will increase as we undertake our plan of operations and pursue our exploration program for the Claw Property.

|Liquidity and Capital Resources |                  |                      |                      
|------------------------------- | ---------------- | -------------------- | ---------------------
|                                |                  |                      |                      
|Working Capital                 |                  |                      |                      
|                                |                  |                      | Percentage           
|                                | At June 30, 2004 | At December 31, 2003 | Increase / (Decrease)
|Current Assets                  | $25              | $945                 | (97.4)%              
|Current Liabilities             | (46,152)         | (30,069)             | 53.5%                
|Working Capital Deficit         | $(46,127)        | $(29,124)            | 58.4%                

Our working capital deficit increased by 58.4% as a result
  of the fact that we had no revenues or substantial sources of financing during
  the six month period ended June 30, 2004. As of June 30, 2004 we had cash in
  the amount of $25.

We currently do not have sufficient resources to finance our
  exploration program for the Claw Property. Our directors have orally agreed
  to advance additional capital to us if needed in order for us to meet any commitments,
  including our planned exploration programs and any professional

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fees. However, there is no assurance that our directors will continue to provide us with sufficient financing in order to allow us to continue operations.

|Cash Flows                                    |                            |      |                          |        |         
|--------------------------------------------- | -------------------------- | ---- | ------------------------ | ------ | --------
|                                              | Three Months Ended June 30 |      | Six Months Ended June 30
|                                              |                            |      |                          |        |         
|                                              | 2004                       | 2003 |                          | 2004   | 2003    
|Net cash from (used in) operating activities  | $(58)                      | $36  |                          | $(920) | $(2,610)
|Net cash from (used in) financing activities  | --                         | --   |                          | --     | --      
|Net increase (decrease) in cash during period | $(58)                      | $36  |                          | $(920) | $(2,610)

As we had no revenue and obtained no financing during the
  three month and six month periods ended June 30, 2004, we had negative cash
  flows for those periods.

OFF-BALANCE SHEET ARRANGEMENTS


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

ITEM 3.             CONTROLS
  AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our management
  carried out an evaluation, under the supervision and with the participation
  of our Chief Executive Officer and Chief Financial Officer, of the effectiveness
  of the design and operation of our disclosure controls and procedures (as defined
  in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation,
  our Chief Executive Officer and Chief Financial Officer have concluded that
  our disclosure controls and procedures are, as of the date covered by this Annual
  Report, effective to ensure that the information required to be disclosed by
  us in the reports that we file or submit under the Exchange Act is recorded,
  processed, summarized and reported within the time periods specified in the
  SEC rules and forms.

Changes In Internal Controls Over Financial Reporting

In connection with the evaluation of our internal controls
  during our last fiscal quarter, our principal executive officer and principal
  financial officer have determined that there have been no changes to our internal
  controls over financial reporting that has materially affected, or is reasonably
  likely to materially effect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.             LEGAL
  PROCEEDINGS.

None.

ITEM 2.             UNREGISTERED
  SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Proposed Private Placement Of Securities


On September 22, 2004, we approved a private placement offering
  of 5,000,000 units at a price of $0.25 per unit for total potential proceeds
  of $1,250,000 (the "Offering"). Each unit issued under the Offering will consist
  of one share of our common stock and one share purchase warrant entitling the
  holder to purchase one share of our common stock at a price of $0.50 per share
  for a period of one year from the date of issuance. The proceeds of the Offering
  are intended to be used by us to fund our proposed business acquisitions. See
  Part II, Item 5. "Other Information." Although we have approved the above private
  placement, there is no assurance that the private placement will actually be
  completed or that we will be able to sell all of the units offered.

If the proposed private placement is completed, it is expected
  that any issuances of our securities will be made pursuant to the exemptions
  to registration contained in Regulation S of the Securities Act on the basis
  that the offering will be made only to people who are not "U.S. persons" as
  defined under Regulation S.

ITEM 3.             DEFAULTS
  UPON SENIOR SECURITIES.



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



ITEM 5.OTHER
  INFORMATION.

Proposed Business Acquisition

We are currently in discussions to acquire a Delaware company
  engaged in the business of selling and providing support services for telecommunications
  switching equipment in the United States, and an affiliated Canadian real estate
  holding company that owns a commercial office building located in Brockville,
  Ontario. If we are successful in completing the acquisition of the target companies,
  it is expected that we will abandon our mineral exploration business to focus
  on the businesses of the target companies.

If an agreement is reached with respect to the proposed acquisitions,
  it is expected that we will issue a substantial number of shares in our common
  stock and pay a substantial amount in cash for the shares of the target companies.
  As such, it is expected that we will require substantial financing in order
  to complete the proposed acquisition. As discussed above, in contemplation of
  the proposed acquisitions we have approved a private placement offering of 5,000,000
  units at a

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price of $0.25 per unit for total potential proceeds of $1,250,000.
  See Part II, Item 2. "Unregistered Sales of Equity Securities and Use of Proceeds."
  However, there is no assurance that the proposed private placement will be completed
  or that we will be able to sell all of the units offered under the proposed
  private placement. Even if all units offered are sold under the proposed private
  placement, there is no assurance that these funds will be sufficient to allow
  us to complete the proposed acquisitions.

No agreement has been reached with respect to the proposed
  acquisitions and there is no assurance that we will be able to reach an agreement
  on the proposed acquisitions. Even if such an agreement is reached, there is
  no assurance that we will be able to obtain the necessary financing required
  to complete the acquisitions.

Reports on Form 8-K.

The following Current Reports on Form 8-K have been filed
  by us since the end of our fiscal year ended December 31, 2003:

|Date of Form 8-K | Date of Filing with the SEC | Description of the Form 8-K                                                                                                                                         
|---------------- | --------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |                             |                                                                                                                                                                     
|May 5, 2004      | May 21, 2004                | Disclosure of Option Agreement
        with International Arimex Resources Inc. to acquire a 75% undivided interest
        in the Claw Property, dated May 5, 2004.

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|ITEM 6.             EXHIBITS.                                                                   
|------------------------------------------------------------------------------------------------
|                                                                                                
|(a)                 Exhibits
      And Index of Exhibits Required By Item 601 of Regulation S-B.

|Exhibit Number |  | Description
        of Exhibit                                                                                                                                               
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                              
|3.1            |  | Articles of Incorporation(1)                                                                                                                                                 
|               |  |                                                                                                                                                                              
|3.2            |  | Bylaws (1)                                                                                                                                                                   
|               |  |                                                                                                                                                                              
|10.1           |  | Option Agreement between
        International Arimex Resources Inc. and the Company to  acquire a
        75% undivided interest in the Claw Property, dated May 5, 2004 (2)
|               |  |                                                                                                                                                                              
|10.2           |  | Amendment No. 1 to Option
        Agreement between International Arimex Resources  Inc. and the Company,
        dated August 18, 2004(3)                                   
|               |  |                                                                                                                                                                              
|14.1           |  | Code of Ethics(3)                                                                                                                                                            
|               |  |                                                                                                                                                                              
|31.1           |  | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes 
        Oxley Act of 2002                                                          
|               |  |                                                                                                                                                                              
|31.2           |  | Certification
        of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley 
        Act of 2002                                                          
|               |  |                                                                                                                                                                              
|32.1           |  | Certification
        of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002            
|               |  |                                                                                                                                                                              
|32.1           |  | Certification
        of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002            

|(1) | Previously Filed as an Exhibit to our Form SB-2 registration statement
      originally filed on April 18, 2002, as amended.
|--- | ----------------------------------------------------------------------------------------------------------------------------
|(2) | Previously Filed as an Exhibit to our Current Report on Form 8-K filed
      on May 21, 2004.                               
|(3) | Previously Filed as an Exhibit to our Annual Report on Form 10-KSB filed
      on September 24, 2004.                       
|    |                                                                                                                             
|    |                                                                                                                             

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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.

|                          |     | MERRITT VENTURES CORP.  
|------------------------- | --- | ------------------------
|                          |     |                         
|                          |     |                         
|Dated: September 24, 2004 | By: | /s/ Lorrie Ann Archibald
|                          |     | Lorrie Ann Archibald    
|                          |     | President and           
|                          |     | Chief Executive Officer 

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