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**UNITED STATES
  SECURITIES 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 September 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 November 15, 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

SEPTEMBER 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)

|                                                    | SEPTEMBER 30 |          | DECEMBER 31 |  
|--------------------------------------------------- | ------------ | -------- | ----------- | -
|                                                    | 2004         |          | 2003        |  
|                                                    | (Unaudited)  |          |             |  
|                                                    |              |          |             |  
|ASSETS                                              |              |          |             |  
|                                                    |              |          |             |  
|Current                                             |              |          |             |  
|Cash                                                | $            | 95       |             | $
|                                                    |              |          |             |  
|LIABILITIES                                         |              |          |             |  
|                                                    |              |          |             |  
|Current                                             |              |          |             |  
|Accounts payable                                    | $            | 58,721   |             | $
|                                                    |              |          |             |  
|STOCKHOLDERS 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    |             |  
|                                                    |              |          |             |  
|Additional paid-in capital                          |              | 61,312   |             |  
|                                                    |              |          |             |  
|Deficit Accumulated During The Exploration Stage    |              | (127,376 | )           |  
|                                                    |              | (58,626  | )           |  
|                                                    |              |          |             |  
|                                                    | $            | 95       |             | $

F-2

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MERRITT VENTURES CORP. (An Exploration Stage Company)

STATEMENT OF OPERATIONS 
   (Unaudited)
  (Stated in U.S. Dollars)

|                           |                    |           |      |                   |           |              |   |           |  | INCEPTION   |          
|-------------------------- | ------------------ | --------- | ---- | ----------------- | --------- | ------------ | - | --------- |  | ----------- | ---------
|                           |                    |           |      |                   |           |              |   |           |  | FEBRUARY 20 |          
|                           | THREE MONTHS ENDED |           |      | NINE MONTHS ENDED |           | 2001 TO      |  
|                           | SEPTEMBER 30       |           |      | SEPTEMBER 30      |           | SEPTEMBER 30 |  
|                           | 2004               |           | 2003 |                   |           | 2004         |   | 2003      |  | 2004        |          
|Expenses                   |                    |           |      |                   |           |              |   |           |  |             |          
|Administrative fees        | $                  | 1,500     |      | $                 | 1,500     |              | $ | 4,500     |  | $           | 4,500    
|Exploration expenses       |                    | -         |      |                   | -         |              |   | -         |  |             | -        
|Mineral and property       |                    |           |      |                   |           |              |   |           |  |             |          
|option
      payments      |                    | -         |      |                   | 1,000     |              |   | -         |  |             | 1,000    
|Office
      and sundry    |                    | 29        |      |                   | 57        |              |   | 244       |  |             | 552      
|Professional fees          |                    | 9,320     |      |                   | 3,221     |              |   | 21,608    |  |             | 16,994   
|Regulatory fees            |                    | 900       |      |                   | -         |              |   | 900       |  |             | -        
|Rent                       |                    | 750       |      |                   | 750       |              |   | 2,250     |  |             | 2,250    
|                           |                    |           |      |                   |           |              |   |           |  |             |          
|Net Loss For The Period    | $                  | 12,499    |      | $                 | 6,528     |              | $ | 29,502    |  | $           | 25,296   
|                           |                    |           |      |                   |           |              |   |           |  |             |          
|Basic And Diluted 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 |         | NINE MONTHS ENDED |   | 2001 TO      |  
|                             | SEPTEMBER 30       |         | SEPTEMBER 30      |   | SEPTEMBER 30 |  
|                             | 2004               |         | 2003              |   | 2004         |   | 2003 |         | 2004        |  
|                             |                    |         |                   |   |              |   |      |         |             |  
|Cash Flows From Operating    |                    |         |                   |   |              |   |      |         |             |  
|Activities                   |                    |         |                   |   |              |   |      |         |             |  
|Net loss for the period      | $                  | (12,499 | )                 | $ | (6,528       | ) | $    | (29,502 | )           | $
|                             |                    |         |                   |   |              |   |      |         |             |  
|Adjustments To Reconcile Net |                    |         |                   |   |              |   |      |         |             |  
|Loss To Cash Used By         |                    |         |                   |   |              |   |      |         |             |  
|Operating Activities         |                    |         |                   |   |              |   |      |         |             |  
|Change in accounts payable   |                    | 12,569  |                   |   | 5,571        |   |      | 28,652  |             |  
|Change in prepaid expenses   |                    | -       |                   |   | -            |   |      | -       |             |  
|                             |                    | 70      |                   |   | (957         | ) |      | (850    | )           |  
|                             |                    |         |                   |   |              |   |      |         |             |  
|Cash Flows From Financing    |                    |         |                   |   |              |   |      |         |             |  
|Activities                   |                    |         |                   |   |              |   |      |         |             |  
|Issue of share capital       |                    | -       |                   |   | -            |   |      | -       |             |  
|Due to a related party       |                    | -       |                   |   | 1,000        |   |      | -       |             |  
|                             |                    | -       |                   |   | 1,000        |   |      | -       |             |  
|                             |                    |         |                   |   |              |   |      |         |             |  
|Increase (Decrease) In Cash  |                    | 70      |                   |   | 43           |   |      | (850    | )           |  
|                             |                    |         |                   |   |              |   |      |         |             |  
|Cash, Beginning Of Period    |                    | 25      |                   |   | 32           |   |      | 945     |             |  
|                             |                    |         |                   |   |              |   |      |         |             |  
|Cash, End Of Period          | $                  | 95      |                   | $ | 75           |   | $    | 95      |             | $

F-4

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MERRITT VENTURES CORP. (An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)

SEPTEMBER 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 |         
|                                 |              |  |             |       |            |   |             |  |       |         
|Balance, February 20, 2001       |              |  |             |       |            |   |             |  |       |         
|(Date of incorporation)          | -            |  | $           | -     |            | $ | -           |  | $     | -       
|                                 |              |  |             |       |            |   |             |  |       |         
|Shares issued for cash at $0.001 | 5,000,000    |  |             | 5,000 |            |   | -           |  |       | -       
|Shares issued for cash at $0.01  | 2,000,000    |  |             | 2,000 |            |   | 18,000      |  |       | -       
|Shares issued for cash at $0.10  | 437,500      |  |             | 438   |            |   | 43,312      |  |       | -       
|Net loss for the period          | -            |  |             | -     |            |   | -           |  |       | (16,045 
|                                 |              |  |             |       |            |   |             |  |       |         
|Balance, December 31, 2001       | 7,437,500    |  |             | 7,438 |            |   | 61,312      |  |       | (16,045 
|                                 |              |  |             |       |            |   |             |  |       |         
|Net loss for the year            | -            |  |             | -     |            |   | -           |  |       | (49,313 
|                                 |              |  |             |       |            |   |             |  |       |         
|Balance, December 31, 2002       | 7,437,500    |  |             | 7,438 |            |   | 61,312      |  |       | (65,358 
|                                 |              |  |             |       |            |   |             |  |       |         
|Net loss for the year            | -            |  |             | -     |            |   | -           |  |       | (32,516 
|                                 |              |  |             |       |            |   |             |  |       |         
|Balance, December 31, 2003       | 7,437,500    |  |             | 7,438 |            |   | 61,312      |  |       | (97,874 
|                                 |              |  |             |       |            |   |             |  |       |         
|Net loss for the period          | -            |  |             | -     |            |   | -           |  |       | (29,502 
|                                 |              |  |             |       |            |   |             |  |       |         
|Balance, September 30, 2004      | 7,437,500    |  | $           | 7,438 |            | $ | 61,312      |  | $     | (127,376

F-5

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MERRITT VENTURES CORP. (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

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

|1. | BASIS OF PRESENTATION
      The unaudited financial statements as of September 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-6

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MERRITT VENTURES CORP. (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |  | i)   | monetary items at the rate prevailing at the balance sheet date;                                  
| |  | ---- | --------------------------------------------------------------------------------------------------
| |  | ii)  | non-monetary items at the historical exchange rate;                                               
| |  | iii) | revenue and expense at the average rate in effect
        during the applicable accounting period.

F-7

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MERRITT VENTURES CORP. (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

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

|3. | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                
|   | d)                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                
|   | e)                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                
|4. | MINERAL EXPLORATION PROPERTY
      On May 5, 2004, as amended August 18, 2004, the Company
        entered into a mineral property option agreement to acquire a 75% interest
        in one mineral claim located in the Omenica Mining Division of British
        Columbia, Canada.
      In order to earn its interest, the Company is required
        to:

| | i)  | pay US$1,250 on regulatory approval and provide assurance
        that at least $10,000 of financing has been secured by September 30, 2004.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                             
| | ii) | incur an aggregate of US$81,250 on exploration expenditures, comprising
      of:                                                           
| |     |                                                                                                                                             

| |  | a) | $6,250 on or before December 31, 2004 to earn a 10% interest; and               
| |  | -- | --------------------------------------------------------------------------------
| |  | b) | $25,000 on or before June 30, 2005 to earn an additional 25% interest;
      and
| |  | c) | $50,000 on or before December 31, 2005 to earn an additional 40% interest.      

F-8

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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 Quarterly Report 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 Quarterly Report. 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 Quarterly Report, the terms "we", "us", "our",
  the Company and Merritt mean Merritt Ventures Corp.
  unless otherwise indicated. All dollar amounts in this Quarterly 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 nine month periods ended September 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.

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 have reached an agreement in principle to acquire a mining
  property known as the Ireland Mine, located in the Yellow Pine Mining District
  in the State of Nevada, for a purchase price of $6,000. We are currently in
  the process of formalizing the agreement.

We had previously reported that we were 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. We were unable to arrive at a binding agreement with the proposed target
  companies and negotiations have been terminated. As a result, we will continue
  with our mineral exploration business. See Part II, Item 5. Other Information.

3

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The Claw Property

Under the terms of our option agreement (the Claw Option
  Agreement) with International Arimex Resources Inc. (International
  Arimex), we have the option to acquire up to a 75% undivided interest
  in the Claw Property, which consists of the following mineral claim, located
  in the Omineca Mining Division in the Province of British Columbia, Canada:

|Name of Mining Claim | Tag Number | Tenure Number | Expiry Date 
|-------------------- | ---------- | ------------- | ------------
|Claw 1               | 213688     | 394095        | June 7, 2005

In order to exercise our rights under the Claw Option Agreement,
  as amended, we are required to incur expenditures on the exploration, maintenance
  or development of the Claw Property as follows:

|1. | $6,250 on or before December 31, 2004 to earn a 10% undivided interest
      in the Claw Property;                       
|-- | -------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                          
|2. | a further $25,000 on or before June 30, 2005 to earn an additional 25%
      undivided interest in the Claw Property; and
|   |                                                                                                                          
|3. | a further $50,000 on or before December 31, 2005 to earn an additional
      40% undivided interest in the Claw Property.

In order to maintain our rights under the Claw Option Agreement, we are also
  required to:

|1. | pay an additional $1,250 to International Arimex upon their obtaining
      regulatory approval of the Claw Option Agreement from the TSX Venture Exchange,
      or their obtaining a legal opinion that such approval is not required; and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                             
|2. | provide International Arimex with evidence that we have arranged for financing
      in the amount of $10,000 by September 30, 2004.                                                                                                        

As of the date of filing of this Quarterly Report, we have
  not yet received financing as required under the Claw Option Agreement and,
  as such, are in default of the provisions of the Claw Option Agreement. Under
  the Claw Option Agreement, prior to exercising its termination rights, International
  Arimex must provide us with a notice of default, after which we will have 45
  days to cure that default. International Arimex has not yet provided us with
  a notice of default under the Claw Option Agreement.

PLAN OF OPERATIONS

Our plan of operations for the next twelve months involves the following:

|1. | spending up to $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 favourable, we intend to begin drilling of those targeted
      areas.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4

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|2. | spending up to $5,000 to complete an initial geological review of the
      Ireland Mine property.
|-- | --------------------------------------------------------------------------------------------------

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.

We had previously reported that we had approved a private
  placement offering of 5,000,000 units at $0.25 per unit for total potential
  proceeds of $1,250,000. The purpose of this offering was to provide funding
  for our proposed business acquisitions. However, because negotiations for the
  proposed acquisitions have been terminated, we have decided not proceed with
  this offering. See Part II, Item 2. Unregistered Sales of Equity Securities
  and Use of Proceeds. and Part II, Item 5. Other Information.
  Our Board of Directors has instead approved a reduced private placement offering
  of 500,000 shares at $0.10 per share. However, there is no assurance that the
  proposed private placement will be completed or that we will be able to sell
  all of the shares offered under the proposed private placement. See Part II,
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

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, 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.

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

Third Quarter and Nine Month Summary

|                  | Three Months Ended September 30 |          | Nine Months Ended September 30
|----------------- | ------------------------------- | -------- | ------------------------------
|                  |                                 |          | Percentage                    
|                  | 2004                            | 2003     | Inc. / (Dec.)                 
|Revenue           | $ --                            | $ --     | --                            
|Expenses          | (12,499)                        | (6,528)  | 91.5%                         
|Net Income (Loss) | $(12,499)                       | $(6,528) | (91.5)%                       

Revenues

We have not earned any revenues to date and 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.

5

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Expenses

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

|                     | Three Months Ended September 30 |        | Nine Months Ended September 30
|-------------------- | ------------------------------- | ------ | ------------------------------
|                     |                                 |        | Percentage                    
|                     | 2004                            | 2003   | Inc. / (Dec.)                 
|Rent                 | $750                            | $750   | --                            
|Professional Fees    | 9,320                           | 3,221  | 189.4%                        
|Regulatory Fees      | 900                             | --     | 100%                          
|Administrative Fees  | 1,500                           | 1,500  | --                            
|Office and Sundry    | 29                              | 57     | (49.1)%                       
|Mineral and Property | --                              | 1,000  | (100)%                        
|Option Payments      |                                 |        |                               
|Exploration Expenses | --                              | --     | --                            
|Total Expenses       | $12,499                         | $6,528 | 91.5%                         

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 September 30, 2004 | At December 31, 2003 | Increase / (Decrease)
|Current Assets          | $95                   | $945                 | (89.9)%              
|Current Liabilities     | (58,721)              | (30,069)             | 95.3%                
|Working Capital Deficit | $(58,626)             | $(29,124)            | 101.3%               

Our working capital deficit increased by 101.3% as a result
  of the fact that we had no revenues or substantial sources of financing during
  the nine month period ended September 30, 2004. As of September 30, 2004 we
  had cash in the amount of $95.

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 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.

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Cash Flows

|                                              | Three Months       |        | Six Months        
|--------------------------------------------- | ------------------ | ------ | ------------------
|                                              | Ended September 30 |        | Ended September 30
|                                              |                    |        |                   
|                                              | 2004               | 2003   |                   
|Net cash from (used in) operating activities  | $70                | $(957) |                   
|Net cash from (used in) financing activities  | --                 | 1,000  |                   
|Net increase (decrease) in cash during period | $70                | $43    |                   

As we had no revenue and obtained no financing during the
  three month and nine month periods ended September 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 Quarterly
  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 Chief Executive Officer and Chief 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE
  OF PROCEEDS.

Proposed Private Placement Of Securities

We had previously reported that we had 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 proceeds of this offering were intended
  to be used by us to fund our proposed business acquisitions. Now that negotiations
  for the proposed acquisitions have been terminated, we have decided not to proceed
  with this offering.

Instead, our Board of Directors has approved a reduced private
  placement offering of 500,000 shares to be issued at a price of $0.10 for total
  potential proceeds of $50,000 (the Offering). The proceeds of the
  Offering will be used by us to fund our mineral acquisitions and work programs
  and for general corporate purposes. Although we have approved the Offering,
  there is no assurance that the private placement will actually be completed
  or that we will be able to sell any or all of the shares 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 5. OTHER INFORMATION.

Proposed Business Acquisition

In our Quarterly Report for the period ended June 30, 2004,
  we disclosed that we were in discussions for the proposed acquisition of a company
  engaged in the business of selling and providing support services for telecommunications
  switching equipment and an affiliated real estate holding company. We were unable
  to reach a binding agreement with the proposed target companies and negotiations
  have been terminated.

Acquisition of Ireland Mine in Nevada

We have reached an agreement in principle to acquire a mining
  property known as the Ireland Mine, located in the State of Nevada, for a purchase
  price of $6,000. We are currently in the process of formalizing the agreement.

Appointment of New Officer

On November 17, 2004, Gordon F. Burley resigned as our Secretary
  and Christian Adolf Rommel was appointed to that position in his place. Mr.
  Burley continues to act as one of our directors and as our Treasurer and Chief
  Financial Officer.

Since 1996, Mr. Rommel has owned and operated Rommel Homes
  Ltd., a builder of custom residential housing in British Columbia, Canada.

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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.

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 Principal Executive Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                     
|        |  |                                                                                                                                                                  
|31.2    |  | Certification of Principal Financial Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                     
|        |  |                                                                                                                                                                  
|32.1    |  | Certification of Principal Executive Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002
|        |  |                                                                                                                                                                  
|32.2    |  | Certification of Principal 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: November 17, 2004 | By: | /s/ Lorrie Ann Archibald             
|                         |     | _____________________________        
|                         |     | Lorrie Ann Archibald                 
|                         |     | President and Chief Executive Officer

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