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UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, DC
20549

FORM 10-QSB

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

For the quarterly period ended March 31, 2005

 ̈ 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 | (I.R.S. Employer Identification No.)
|incorporation or organization)  |                                     

810 Peace Portal Drive, Suite 201 Blaine,
Washington 98230(Address of principal executive offices)

360-332-1752(Issuers telephone number)

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  ̈

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the 
  Exchange Act): Yes  ̈  No x

State the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date: 8,337,500
shares of common stock issued and outstanding as of October 18,
2005.

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



MARCH 31, 2005(Unaudited) 
  (Stated in U.S. Dollars)

F-1

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MERRITT VENTURES CORP.(An Exploration Stage Company)

BALANCE SHEET(Unaudited) 
  (Stated in U.S. Dollars)

|                                                       |   | MARCH
      31 |   |   | DECEMBER
      31 |  
|------------------------------------------------------ | - | -------------- | - | - | ----------------- | -
|                                                       |   | 2005           |   |   | 2004              |  
|                                                       |   |                |   |   |                   |  
|ASSETS                                                 |   |                |   |   |                   |  
|                                                       |   |                |   |   |                   |  
|Current                                                |   |                |   |   |                   |  
|Cash                                                   | $ | 4,770          |   | $ | 15                |  
|                                                       |   |                |   |   |                   |  
|LIABILITIES                                            |   |                |   |   |                   |  
|                                                       |   |                |   |   |                   |  
|Current                                                |   |                |   |   |                   |  
|Accounts payable
      and accrued liabilities         | $ | 72,839         |   | $ | 80,139            |  
|                                                       |   |                |   |   |                   |  
|STOCKHOLDERS DEFICIENCY                               |   |                |   |   |                   |  
|                                                       |   |                |   |   |                   |  
|Share Capital                                          |   |                |   |   |                   |  
|Authorized:                                            |   |                |   |   |                   |  
|100,000,000 common voting stock 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            |  
|                                                       |   |                |   |   |                   |  
|Subscriptions received                                 |   | 15,000         |   |   | -                 |  
|                                                       |   |                |   |   |                   |  
|Deficit Accumulated During The Exploration
      Stage |   | (151,819       | ) |   | (148,874          | )
|                                                       |   | (68,069        | ) |   | (80,124           | )
|                                                       |   |                |   |   |                   |  
|                                                       | $ | 4,770          |   | $ | 15                |  

F-2

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MERRITT VENTURES CORP.(An Exploration Stage Company)

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

|                                     |   |                    |  |   |           |  |   | CUMULATIVE  | 
|------------------------------------ | - | ------------------ |  | - | --------- |  | - | ----------- | 
|                                     |   |                    |  |   |           |  |   | INCEPTION   | 
|                                     |   |                    |  |   |           |  |   | FEBRUARY 20 | 
|                                     |   | THREE MONTHS ENDED |  |   | 2001 TO   | 
|                                     |   | MARCH 31           |  |   | MARCH 31  | 
|                                     |   | 2005               |  |   | 2004      |  |   | 2005        | 
|                                     |   |                    |  |   |           |  |   |             | 
|Revenue                              | $ | -                  |  | $ | -         |  | $ | -           | 
|                                     |   |                    |  |   |           |  |   |             | 
|Expenses                             |   |                    |  |   |           |  |   |             | 
|Administrative fees                  |   | 150                |  |   | 1,500     |  |   | 18,718      | 
|Exploration expenses                 |   | -                  |  |   | -         |  |   | 7,856       | 
|Mineral and property option payments |   | -                  |  |   | -         |  |   | 8,000       | 
|Office and sundry                    |   | 30                 |  |   | 157       |  |   | 3,403       | 
|Professional fees                    |   | 750                |  |   | 2,067     |  |   | 98,528      | 
|Regulatory fees                      |   | 1,865              |  |   | -         |  |   | 5,014       | 
|Rent                                 |   | 150                |  |   | 750       |  |   | 10,300      | 
|                                     |   |                    |  |   |           |  |   |             | 
|Net Loss For The Period              | $ | 2,945              |  | $ | 4,474     |  | $ | 151,819     | 
|                                     |   |                    |  |   |           |  |   |             | 
|                                     |   |                    |  |   |           |  |   |             | 
|Basic And Diluted Loss Per Share     | $ | 0.01               |  | $ | 0.01      |  |   |             | 
|                                     |   |                    |  |   |           |  |   |             | 
|                                     |   |                    |  |   |           |  |   |             | 
|Weighted Average Number Of Shares    |   |                    |  |   |           |  |   |             | 
|Outstanding                          |   | 7,437,500          |  |   | 7,437,500 |  |   |             | 

F-3

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MERRITT VENTURES CORP.
  (An Exploration Stage Company)

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

|                                                 |   |                    |   |   |          |   |   | CUMULATIVE  |  
|------------------------------------------------ | - | ------------------ | - | - | -------- | - | - | ----------- | -
|                                                 |   |                    |   |   |          |   |   | INCEPTION   |  
|                                                 |   |                    |   |   |          |   |   | FEBRUARY 20 |  
|                                                 |   | THREE MONTHS ENDED |   |   | 2001 TO  |  
|                                                 |   | MARCH 31           |   |   | MARCH 31 |  
|                                                 |   | 2005               |   |   | 2004     |   |   | 2005        |  
|                                                 |   |                    |   |   |          |   |   |             |  
|Operating Activities                             |   |                    |   |   |          |   |   |             |  
|Net loss for the period                          | $ | (2,945             | ) | $ | (4,474   | ) | $ | (151,819    | )
|                                                 |   |                    |   |   |          |   |   |             |  
|Changes in non-cash working capital
      items: |   |                    |   |   |          |   |   |             |  
|Accounts payable and accrued liabilities         |   | (7,300             | ) |   | 3,612    |   |   | 72,839      |  
|                                                 |   | (10,245            | ) |   | (862     | ) |   | (78,980     | )
|                                                 |   |                    |   |   |          |   |   |             |  
|Financing Activity                               |   |                    |   |   |          |   |   |             |  
|Subscriptions received                           |   | 15,000             |   |   | -        |   |   | 83,750      |  
|                                                 |   |                    |   |   |          |   |   |             |  
|Increase (Decrease) In Cash                      |   | 4,755              |   |   | (862     | ) |   | 4,770       |  
|                                                 |   |                    |   |   |          |   |   |             |  
|Cash, Beginning Of Period                        |   | 15                 |   |   | 945      |   |   | -           |  
|                                                 |   |                    |   |   |          |   |   |             |  
|Cash, End Of Period                              | $ | 4,770              |   | $ | 83       |   | $ | 4,770       |  
|                                                 |   |                    |   |   |          |   |   |             |  
|                                                 |   |                    |   |   |          |   |   |             |  
|Supplemental Disclosure Of Cash Flow             |   |                    |   |   |          |   |   |             |  
|Information                                      |   |                    |   |   |          |   |   |             |  
|Interest paid                                    | $ | -                  |   | $ | -        |   | $ | -           |  
|Income taxes paid                                |   | -                  |   |   | -        |   |   | -           |  

F-4

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MERRITT VENTURES CORP.
  (An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS DEFICIENCY

PERIOD FROM INCEPTION, FEBRUARY 20, 2001, TO MARCH 31, 2005(Unaudited)
  (Stated in U.S. Dollars)

|                                 |              |  |   |        |  |   |             |  |   |               |  |   | DEFICIT     |   |   |         |  
|-------------------------------- | ------------ |  | - | ------ |  | - | ----------- |  | - | ------------- |  | - | ----------- | - | - | ------- | -
|                                 | COMMON STOCK |  |   |        |  |   | ACCUMULATED |  |   |               | 
|                                 |              |  |   |        |  |   | ADDITIONAL  |  |   |               |  |   | DURING THE  |   |   |         |  
|                                 |              |  |   |        |  |   | PAID-IN     |  |   | SUBSCRIPTIONS |  |   | EXPLORATION |   |   |         |  
|                                 | SHARES       |  |   | AMOUNT |  |   | CAPITAL     |  |   | RECEIVED      |  |   | STAGE       |   |   | TOTAL   |  
|                                 |              |  |   |        |  |   |             |  |   |               |  |   |             |   |   |         |  
|Balance, February 20, 2001       |              |  |   |        |  |   |             |  |   |               |  |   |             |   |   |         |  
|(Date of incorporation)          | -            |  | $ | -      |  | $ | -           |  | $ | -             |  | $ | -           |   | $ | -       |  
|                                 |              |  |   |        |  |   |             |  |   |               |  |   |             |   |   |         |  
|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 year            | -            |  |   | -      |  |   | -           |  |   | -             |  |   | (51,000     | ) |   | (51,000 | )
|                                 |              |  |   |        |  |   |             |  |   |               |  |   |             |   |   |         |  
|Balance, December 31, 2004       | 7,437,500    |  |   | 7,438  |  |   | 61,312      |  |   | -             |  |   | (148,874    | ) |   | (80,124 | )
|                                 |              |  |   |        |  |   |             |  |   |               |  |   |             |   |   |         |  
|Subscriptions received           | -            |  |   | -      |  |   | -           |  |   | 15,000        |  |   | -           |   |   | 15,000  |  
|                                 |              |  |   |        |  |   |             |  |   |               |  |   |             |   |   |         |  
|Net loss for the period          | -            |  |   | -      |  |   | -           |  |   | -             |  |   | (2,945      | ) |   | (2,945  | )
|                                 |              |  |   |        |  |   |             |  |   |               |  |   |             |   |   |         |  
|Balance, March 31, 2005          | 7,437,500    |  | $ | 7,438  |  | $ | 61,312      |  | $ | 15,000        |  | $ | (151,819    | ) | $ | (68,069 | )

F-5

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MERRITT VENTURES CORP.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2005(Unaudited)
  (Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The unaudited financial statements as of March 31,
        2005 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, 2004 audited financial statements
        and notes thereto.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | MINERAL EXPLORATION PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company owns a 100% interest in one mineral claim
        located in the Yellow Pine Mining District in Clark County, Nevada, known
        as the Ireland 1 Claim, for a total consideration of $6,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company has not yet concluded its private placement
        offering of 500,000 shares, which was approved in 2004. Share subscriptions
        have been received to March 31, 2005 for 150,000 shares for gross proceeds
        in the aggregate amount of $15,000. Share certificates will not be issued
        until the offering is substantially completed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-6

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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". 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 do not intend to update the forward-looking information to reflect actual
results or changes in the factors affecting such forward-looking information. We
advise you to carefully review the reports and documents we file from time to
time with the Securities and Exchange Commission (the 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",
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
operation for the next 12 months, our results of operations for the three months
ended March 31, 2005 and changes in our financial condition from December 31,
2004. This discussion should be read in conjunction with the Managements
Discussion and Analysis or Plan of Operation included in our Annual Report on
Form 10-KSB for the year ended December 31, 2004.

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 November, 2004, we acquired a 100% interest in a mineral
claim located in the Yellow Pine Mining District in Clark County, Nevada that we
refer to as the Ireland Claim. Our plan of operation 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 Ireland Claim and there is no assurance that any commercially
viable mineral deposits exist on the property.

PLAN OF OPERATION

During the next twelve months, we intend to proceed with Phase
I of the exploration program proposed in the engineering report that we obtained
for the Ireland Claim. Phase I of the exploration program will consist of
conducting a VLF electromagnetic survey that traces geological fracture and
breccia zones. We expect that it will cost approximately $5,500 to complete
Phase I of the exploration program. Once Phase I is completed, our Board of
Directors will make a determination whether to proceed with Phase II of the
exploration program.

3

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We have approved a private placement offering of up to
1,750,000 shares of our common stock at a price of $0.10 per share for total
potential proceeds of $175,000 (the Offering). As of the date of filing of
this Quarterly Report, we have received gross proceeds from the Offering of
$124,000. The majority of these funds will be used by us to pay for our
exploration program, operating expenses and pay down our accrued liabilities.
There is no assurance that we will be able to sell the remaining number of
shares offered.

There is no assurance that the results of Phase I will be
sufficiently favorable to justify proceeding with the next phase of our
exploration program. Even if our Board of Directors determines that the results
of Phase I justify proceeding to the next phase of our exploration program, we
will require additional financing in order to complete our exploration programs.
There are no assurances that we will be able to obtain sufficient financing on
terms acceptable to us or at all.

RESULTS OF OPERATIONS

Summary of First Quarter Results

|         | Three Months Ended March
      31 |          | 
|-------- | --------------------------------- | -------- | 
|         |                                   |          | 
|         | 2005                              | 2004     | 
|Revenue  | $ Nil                             | $ Nil    | 
|Expenses | (2,945)                           | (4,474)  | 
|Net Loss | $(2,945)                          | $(4,474) | 

Revenue

We have not earned any revenues since our inception and we do
not anticipate earning revenues until such time as we have entered into
commercial production of our mineral properties. We are currently in the
exploration stage of our business and we can provide no assurances that we will
discover commercially exploitable levels of mineral resources on our properties,
or if such resources are discovered, that we will be able to enter into
commercial production of our mineral properties.

Expenses

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

|                           | Three Months Ended March 31 |        | Percentage
|-------------------------- | --------------------------- | ------ | ----------
|                           | 2005                        | 2004   |           
|Administrative fees        | $150                        | $1,500 |           
|Exploration
      expenses | Nil                         | Nil    |           
|Mineral property and       | Nil                         | Nil    |           
|option payments            |                             |        |           
|Office and sundry          | 30                          | 157    |           
|Professional fees          | 750                         | 2,067  |           
|Regulatory fees            | 1,865                       | Nil    |           
|Rent                       | 150                         | 750    |           
|Total Expenses             | $2,945                      | $4,474 |           

4

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The majority of our expenses for the three months ended March
31, 2005 consisted of regulatory fees related to the Ireland Claim.

We anticipate that our operating expenses will increase as we
undertake our plan of operation and pursue our exploration program for the
Ireland Claim.

Liquidity and Capital Resources

Working Capital

|                        |                         |                            | Percentage           
|----------------------- | ----------------------- | -------------------------- | ---------------------
|                        | At
      March 31, 2005 | At
      December 31, 2004 | Increase / (Decrease)
|Current Assets          | $4,770                  | $15                        | 31,700%              
|Current Liabilities     | (72,839)                | (80,139)                   | (9.1)%               
|Working Capital Deficit | $(68,069)               | $(80,124)                  | 15%                  

As of June 30, 2005, being the date of our most recently
prepared unaudited interim financial statements, we had current assets of
$2,248, current liabilities of $75,538 and a working capital deficit of
$73,290.

We currently do not have sufficient resources to complete our
exploration programs for the Ireland Claim. We have approved a private placement
offering of up to 1,750,000 shares of our common stock at a price of $0.10 per
share for total potential proceeds of $175,000 (the Offering). As at the date
of filing of this Quarterly Report, we had received gross proceeds from the
Offering of $124,000. The majority of these funds will be used by us to pay for
our exploration programs, operating expenses and pay down our accrued
liabilities. There is no assurance that we will be able to sell the remaining
number of shares offered and there is no assurance that we will be able to
obtain sufficient financing to allow us to complete our plan of operation.

Cash Flows

|                                              | Three Months Ended March 31
|--------------------------------------------- | ---------------------------
|                                              | 2005                       
|Net Cash Used In Operating Activities         | $(10,245)                  
|Net
      Cash From Financing Activities      | 15,000                     
|Net Increase (Decrease) In Cash During Period | $4,775                     

During the period, we received subscriptions for a total of
150,000 shares offered pursuant to the Offering for total gross proceeds of
$15,000. As of the date of filing of this Quarterly Report, we had received
subscriptions for a total of 1,240,000 shares for total gross proceeds of
$124,000.

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.

5

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CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
generally accepted accounting principles requires our management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

Our significant accounting policies are disclosed in Note 2 to
the audited financial statements included in this Quarterly Report.

RISKS AND UNCERTAINTIES

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

Our current operating funds are inadequate to complete our
planned exploration of the Ireland Claim. Our business plan calls for
significant expenses in connection with the exploration and development of those
mineral claims. As a result, we will require additional financing to complete
our exploration and development plans. We will also require additional financing
if the costs of exploration are greater than anticipated and to sustain our
business operations if we are not successful in earning revenues once
exploration is complete.

We currently do not have any arrangements for financing and we
may not be able to obtain financing when required. Obtaining additional
financing would be subject to a number of factors, the known material factors
being market prices for gold and silver, investor acceptance of our mineral
claims, and investor sentiment. These factors may make the timing, amount, terms
or conditions of additional financing unavailable to us.

If we complete a financing through the sale of additional
shares of our common stock, shareholders will experience dilution

The most likely source of future financing presently available
to us is through the issuance of our common stock. Any sale of share capital
will result in dilution to existing shareholders. The only other anticipated
alternative for the financing of further exploration would be the offering by us
of an interest in our properties to be earned by another party or parties
carrying out further exploration thereof, which is not presently
contemplated.

In order to maintain our rights to the Ireland Claim, we
will be required to make annual filings with federal and state regulatory
agencies and/or be required to complete assessment work on the Ireland
Claim

In order to maintain our rights to the Ireland Claim, we will
be required to make annual filings with federal and state regulatory
authorities. Currently the amount of these fees is nominal; however, these
maintenance fees are subject to adjustment. In addition, we may be required by
federal and/or state legislation or regulations to complete minimum annual
amounts of mineral exploration work on the Ireland Claim. A failure by us to
meet the annual maintenance requirements under federal and state laws could
cause our rights to the Ireland Claim to lapse.

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Because we have not commenced business operations, we face a
high risk of business failure

We were incorporated on February 20, 2001 and, to date, have
been involved primarily in organizational activities, the acquisition of mineral
claims and the exploration and development on these claims. We have not earned
any revenues as of the date of this Quarterly Report. Potential investors should
be aware of the difficulties normally encountered by new mineral exploration
companies and the high rate of failure of such enterprises. The likelihood of
success must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of the
mineral properties that we plan to undertake. These potential problems include,
but are not limited to, unanticipated problems relating to exploration, and
additional costs and expenses that may exceed current estimates.

Because we anticipate our operating expenses will increase
prior to our earning revenues, we may never achieve profitability

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

Because of the speculative nature of exploration of mining
properties, there is substantial risk that no commercially exploitable minerals
will be found and our business will fail

The search for valuable minerals as a business is extremely
risky. We may not find commercially exploitable reserves of gold or silver on
our mineral claims. Exploration for minerals is a speculative venture,
necessarily involving substantial risk. The expenditures to be made by us in the
upcoming exploration of the mineral claims may not result in the discovery of
commercial quantities of ore. Problems such as unusual or unexpected formations
and other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages if and when
we conduct mineral exploration activities

The search for valuable minerals involves numerous hazards. As
a result, if and when we conduct exploration activities we may become subject to
liability for such hazards, including pollution, cave-ins and other hazards
against which we cannot insure or against which we may elect not to insure. The
payment of such liabilities may have a material adverse effect on our financial
position.

Even if we discover commercial reserves of precious metals
on our optioned mineral claims, we may not be able to successfully obtain
commercial production

Our optioned mineral claims do not contain any known bodies of
ore. If our exploration programs are successful in discovering ore of commercial
tonnage and grade, we will require additional funds in order to place those
mineral claims into commercial production. At this time, there is a risk that we
will not be able to obtain such financing as and when needed.

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Because we are an exploration stage company, our business
has a high risk of failure

As noted in the financial statements that are included with
this Quarterly Report, we are an exploration stage company that has incurred net
losses since inception, we have not attained profitable operations and we are
dependent upon obtaining adequate financing to complete our exploration
activities. These conditions, as indicated in the audit report of Telford
Sadovnick, PLLC, raise substantial doubt as to our ability to continue as a
going concern. The success of our business operations will depend upon our
ability to obtain further financing to complete our planned exploration program
and to attain profitable operations. If we are not able to complete a successful
exploration program and attain sustainable profitable operations, then our
business will fail.

If we are unable to hire and retain key personnel, we may
not be able to implement our business plan and our business will fail

Our success will largely depend on our ability to hire highly
qualified personnel with experience in geological exploration. These individuals
may be in high demand and we may not be able to attract the staff we need. In
addition, we may not be able to afford the high salaries and fees demanded by
qualified personnel, or may lose such employees after they are hired. Currently,
we have not hired any key personnel. Our failure to hire key personnel when
needed could have a significant negative effect on our business.

Because our executive officers have only agreed to provide
their services on a part-time basis, they may not be able or willing to devote a
sufficient amount of time to our business operations, causing our business to
fail

Our executive officers provide their services on a part-time
basis. Our officers may pursue other business activities, provided that these
other activities do not interfere with their obligations to us. Ms. Archibald,
Mr. Burley and Mr. Rommel devote their full-time attention to other business
pursuits. It is therefore possible that, over time, Ms. Archibald, Mr. Burley
and Mr. Rommel may not be able to devote sufficient time to the management of
our business, as and when needed.

Because our executive officers do not have formal training
specific to the technicalities of mineral exploration, there is a higher risk
our business will fail

Our executive officers and directors do not have formal
training as geologists or in the technical aspects of management of a mineral
exploration company. Accordingly, we will have to rely on the technical services
of others trained in appropriate areas. If we are unable to contract for the
services of such individuals, it will make it difficult and maybe impossible to
pursue our business plan.

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

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

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If we receive positive results from our exploration program
and we decide to pursue commercial production, we may be subject to an
environmental review process that may delay or prohibit commercial production

If the results of our geological exploration program indicate
commercially exploitable reserves, and we decide to pursue commercial production
of our mineral claims, we may be subject to an environmental review process
under environmental assessment legislation. Compliance with an environmental
review process may be costly and may delay commercial production. Furthermore,
there is the possibility that we would not be able to proceed with commercial
production upon completion of the environmental review process if government
authorities did not approve our mine or if the costs of compliance with
government regulation adversely affected the commercial viability of the
proposed mine.

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 principal executive officer and principal 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
Securities Exchange Act of 1934 (the Exchange Act)). Based on this evaluation,
our principal executive officer and principal 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 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
2.           
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

In November of 2004, we approved a private placement offering
of 500,000 shares of our common stock at a price of $0.10 per share (the
Offering). Effective September 15, 2005, we increased the number of shares
offered to 1,000,000 shares of our common stock and effective September 30,
2005, we increased the number of shares offered to 1,750,000 shares of our
common stock. The Offering is being made pursuant to the provisions of
Regulation S promulgated under the Securities Act of 1933 to persons who are not
U.S. persons as defined in Regulation S. Effective September 30, 2005, we have
issued 900,000 shares of our common stock to qualified subscribers for gross
proceeds of $90,000. In addition, we have received subscriptions for an
additional 340,000 shares for gross proceeds of $34,000.

ITEM
5.            OTHER
INFORMATION.

Except as provided below, all information required to be
disclosed in a Current Report on Form 8-K during the period covered by this
Quarterly Report has been previously disclosed by the filing of such reports on
Form 8-K.

Unregistered Sales of Equity Securities and Use of
Proceeds

See Item 2 above.

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, 2004:

|Date of Form 8-K | Date of Filing with the
      SEC | Description of the Form 8-K                                                                                                         
|---------------- | --------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------
|                 |                                   |                                                                                                                                     
|April 16, 2005   | April 18, 2005                    | Item 4.01 
        Change of Certifying Accountant from Morgan & Company, Chartered
        Accountants to Telford Sadovnick, PLLC.
|
|

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ITEM
6.           
EXHIBITS.

|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)                                  
|
|        |                                                                                                                                                                             
|10.3    | Purchase Agreement
        between Multi Metal Mining Corp. and the Company, dated November 30, 2004.(4)                                                                    
|
|        |                                                                                                                                                                             
|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.      
|
|        |                                                                                                                                                                             
|99.1    | Certificate of Location for
        the Ireland Claim.(4)                                                                                                                   
|        |                                                                                                                                                                             
|99.2    | Report on the Ireland Property by W.G. Timmins,
      P.Eng, dated February 1, 2005.(4)                                                                                     

| |     |                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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) | Filed as an Exhibit to our Annual Report on Form
        10-KSB for the year ended December 31, 2003, filed with the SEC on September
        28, 2004.         
| | (4) | Previously filed as an Exhibit to our Annual Report
        on Form 10-KSB for the year ended December 31, 2004, filed with the SEC
        on October 21, 2005.

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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: October 18, 2005 | By: | /s/
      Lorrie Ann Archibald       
|                        |     | Lorrie Ann Archibald                 
|                        |     | President and Chief Executive Officer

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