SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                       -----------------------------------

                                   FORM 10-KSB

                       -----------------------------------


|X|  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                   For the Fiscal year ended December 31, 2003

                         Commission file number:

                              Twin Ventures, Ltd.
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                       87-0700927
(State or Other Jurisdiction of                        (I.R.S.Employer
Incorporation of Organization)                        Identification No.)


       6418 NE Agate Beach Lane, Bainbridge Island, Washington 98110-1000
                    (Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code (206)842-2026
                                                   --------------


Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange
Title of each class                             on which registered

--------------------                             -------------------

--------------------                             -------------------

--------------------                             -------------------

Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
------------------------------------------------------------------------
                                (Title of class)

------------------------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X|_ No |_|



<PAGE>


Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. (X)

Revenues for year ended December 31, 2003: $0

The aggregate market value of the voting stock held by non-affiliates of the
registrant is $-0-.

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.001 par value                          27,257,000
-------------------------------                        ----------
      (Title of Class)                           (Shares outstanding at
                                                    March 10, 2004)

<PAGE>


                               Twin Ventures, Ltd.
                                   FORM 10-KSB
                      FOR THE YEAR ENDED December 31, 2003

                                      INDEX

PART I
------

Item 1              Description of Business

Item 2              Description of Properties

Item 3              Legal Proceedings

Item 4              Submission of Matters to a Vote of
                    Security Holders

PART II
-------

Item 5              Market for the Registrant's Securities
                    and Related Stockholder Matters

Item 6              Management's Discussion and Analysis
                    Or Plan of Operation

Item 7              Financial Statements

Item 8              Changes in and Disagreements with Accountants on
                       Accounting and Financial Disclosure

Item 8A             Controls and Procedures

PART III
--------

Item 9              Directors, Executive Officers, Promoters and
                    Control Persons; Compliance with Section 16(a)
                    Of the Exchange Act

Item 10             Executive Compensation

Item 11             Security Ownership of Certain Beneficial
                    Owners and Management

Item 12             Certain Relationships and Related
                    Transactions

Item 13             Exhibits and Reports on Form 8-K

Item 14             Principal Accountant Fees and Services

Signatures

<PAGE>

PART 1

Item 1. Business

BUSINESS - OUR COMPANY

About Our Company/Objectives

Organization

We were organized as a Delaware corporation in November 2002 for the purpose of
acquiring and exploring mineral properties.

We are an exploration stage company that was formed in November 2002. After
careful research for local potential for Copper-Nickel-Palladium-Platinum
deposits, we focused on a belt of intrusive ultramafic rocks, which are rocks
composed of predominantly ninety (90%) percent dark minerals, extending
northwest from just north of Hope, British Columbia. Currently, there is no
assurance that commercially minable deposit or reserve exists within our claims,
until further exploration is performed and comprehensive evaluation based upon
the exploration supports a different conclusion.

Based on the recommendation of our geologist, Laurie Stephenson, P.E., in
November of 2002, the claims were staked and sold to us. In April 2003, we
assigned such claims to New Heights Capital Corporation, our wholly owned
subsidiary, which then registered the claims. David Deering, our President
commissioned a report to evaluate the area of claims and to recommend an
exploration program to explore mineral prospects and to be filed with the
appropriate regulatory bodies. The report includes the initial prospecting and
preliminary geological work completed by Laurie Stephenson, P. E., on the claims
and surrounding property. It represents the first known compilation of data for
the area. Ms. Stephenson has been involved in the area since March 2000
assessing the prospective geological potential, access, and general conditions.
It should be noted that in 2001 the British Columbia government completed an
aggressive program in the Harrison Lake-British Columbia Pacific Nickel Mine
area of detailed cross-sectional geological mapping, sampling and age dating to
foster further exploration along the belt and area activity has increased
considerably on much of the southern portion of the belt. Notwithstanding such
increased activity and the program undertaken by the British Columbia
government, there is still no conclusive evidence that commercially minable
deposit or reserve exists in such area.

We have completed phase one of a four step plan to evaluate our initial minerals
prospect for exploration. Phase one consisted of identifying an area with
promising geological properties, purchasing the initial 60 units of the Ritz
property, securing a geological report on the property and completing the
initial rock and silt samples on the prospect. As of December 31, 2003, we had
approximately $76 in cash and a total of $76 in assets. As of December 31, 2003,
our liabilities were $21,625. The planned exploration expenditures of phase two
and three are estimated to cost $8,200, an additional $2,500 payment is due on
the Lake Lillooet Property pursuant to the Mineral Claims Agreement during the
next 12 months, and our general and administrative is expected to average $200
per month for the next 12 months. We will need to raise additional capital to
continue or operations past 12 months, and there is no assurance we will be
successful in raising the needed capital. At this time, we do not have any lines
of credit available to us.

Our Business

We are engaged in the acquisition and exploration of mineral properties. Our
first acquisition was mineral claims described below, which are known as the
"Ritz Claims". We intend to conduct exploration work on this property in order
to ascertain whether it possesses commercially developable quantities of
platinum and/or palladium, referred to as platinum group metals or "PGM". We are
an exploration stage company and there is no assurance that a commercially
viable mineral deposit exists on any of our property. The property is without
any known reserves and the proposed program are exploratory in nature. There can
be no assurance that a commercially viable mineral deposit, or reserve, exists
on the Ritz claims until appropriate exploratory work is completed and a
comprehensive evaluation based on such work concludes economic feasibility.

                                       1
<PAGE>

Mineral Property Agreement

We purchased the property containing mineral claims from Garth Barton in
November, 2002. The property consists of 20 unpatented two post mineral claims
and one unpatented four post mineral claim representing 40 units that have been
staked and recorded and occur in the Lillooet mining division. The claims are
contiguous. In April 2003, the "Ritz Claim" was transferred to of New Heights
Capital Corporation in exchange for New Heights Capital Corporation's one
outstanding common share of stock. Pursuant to same, New Heights Capital
Corporation became our wholly owned subsidiary. The acquisition of New Heights
Capital Corporation, an inactive Canadian corporation, was undertaken for the
purpose of recording our "Ritz Claim" in a Canadian corporation as required. The
total purchase price of the claim was $33,500, of which $16,000 was paid upon
receipt of such claims in November 2002. Pursuant to the terms of the contract,
advance royalties of $25,000 are to be paid annually commencing 36 months from
the date of signature of the agreement. Such advanced royalties are due in a
timely manner regardless of whether we find or removed mineralized material from
the property. Failure to pay the advance royalties will cause a reversion of the
property within ten days of such failure. Mr. Barton is required to keep the
claims in good standing for at least 18 months from the date of the agreement.
In addition, Mr. Barton is required to provide geological consulting services
for the claims and maintain the claims in good standing for a period of 36
months with fees advanced by us prior to the anniversary dates from signature of
the agreement. Said fees are to be deducted from the total cost.

The total purchase price for these is $33,500, of which $16,000 was paid upon
receipt of such claims in November 2002. Such claims were actually titled in our
subsidiary in May 2003 and therefore this is the date by which all payments
commence. In addition, these claims are subject to a 2.5% Net Smelter Royalty
and a 7.5% Gross Rock Royalty. Garth Barton is the beneficiary of such
royalties. 1 1/2% of the Net Smelter Royalty can be acquired for $1.0 million
within 12 months from the commencement of commercial production. Even if we
acquire this 1 1/2% of the Net Smelter Royalty, Mr. Barton will still be owed
the 1% of the Net Smelter Royalty. Additional payments and obligations to Garth
Barton are as follows:

     O    Payment of $16,000 on transfer of property title (paid).
     O    Payment of $2,500 12 months from transfer of property title (May
          2004).
     O    Payment of $25,00 24 months from transfer of property title (May 2005)
     O    Provide funds to complete assessment work in order to maintain the
          property in good standing. Assessment work has been completed for the
          first year and the cost in future years will be a minimum of $3,900
          per year. The initial payment of $16,000 plus the $2,500 payment
          referred to above are credited towards assessment work obligations.
     O    $12,500 at 36 months from transfer of property title (May 2006).

In order to maintain the property in good standing all claims staked in British
Columbia require $65 worth of assessment work to be undertaken in Year 1,
followed by $130 per claim per year thereafter.

To date we have incurred expenditures of approximately $2,500 on the property
for the preliminary exploration work on the claims in 2002. This work included
the collection and analysis of 17 rock samples.

Our expected source of funds to meet upcoming obligations are private placement
of debt or equity and/or loans from management or shareholders. There is no
guarantee that we will be able to secure such funds.

                                       2
<PAGE>

Definitions

Gross Rock Revenue means, for any period, the gross proceeds received by Garth
Barton in that period from the sale of unrefined rock or gravel removed from the
leased property less any treatment, beneficiation or other changes or penalties
deducted by the purchaser to whom such Rock is shipped, less:

(a)  all costs of Garth Barton associated with such sales involving handling,
     weighing, sampling, determination of water content, insuring, packaging and
     transporting Rock;

(b)  the costs of marketing, including rebates or allowances made or given; and

(c)  any sales, severance, gross production, privilege or similar taxes (other
     than income taxes or mining taxes based on income). Minerals means the ores
     or concentrates of minerals, as that term is defined in the Mineral Tenure
     Act (British Columbia), and the rock that is part of such ores and
     concentrates sold by Garth Barton.

Therefore if we have $100,000 in Gross Rock Revenue from these claims, Mr.
Barton will be entitled to 7.5% of such revenues or $7,500. This percentage that
we pay to Mr. Barton will have an impact on our operating margin but we will
only have to pay same once revenues are recognized from the sale of the gross
rock. Such percentages are on par with the royalties based on the average
industry standards.

Net Smelter Return means, for any period the difference between:

(a) the sum of:

     (i)       the gross proceeds received by Garth Barton in that period from
               the sale of refined minerals such as platinum, palladium, gold,
               and silver produced from the property to a party that is arm's
               length to Garth Barton, or that would have been received by Garth
               Barton if the purchase of the Minerals were at arm's length to
               Garth Barton; and

     (ii)      in the case of the sale of Minerals that are ores that have not
               been processed in a Mill, the estimated cost that would have been
               incurred in crushing and beneficiating such Minerals in a Mill as
               agreed by the parties or otherwise determined by a competent
               mining or metallurgical engineer; and

(b) the sum of:

     (i)       All amounts paid on account of Advance Royalty Payments;

     (ii)      any insurance costs in connection with shipping such Minerals;

     (iii)     any costs of transport;

     (iv)      All costs of Garth Barton associated with such sales involving
               handling, weighing, sampling, determination of water content,
               insuring and packaging;

     (v)       the costs of marketing, adjusted for rebates or allowance made or
               given;

     (vi)      any sales, severance, gross production, privilege or similar
               taxes (other than income taxes or mining taxes based on income)
               assessed on or in connection with the Minerals or the value
               thereof; and

     (vii)     any treatment, beneficiation or other charges or penalties
               deducted by any smelter or refinery to which such Minerals are
               shipped that have not been previously deducted in the computation
               of gross proceeds.

                                       3
<PAGE>

Therefore if we have $100,000 in Net Smelter Revenue (the sale of refined
minerals) from these claims, Mr. Barton will be entitled to 2.5% of such
revenues or $2,500. This percentage that we pay to Mr. Barton will an impact on
our operating margin but we will only have to pay same once revenues are
recognized from the sale of the of the refined minerals. Such percentages are on
par with the royalties based on the average industry standards.

Location and Land Status

The property is located about 3 hours from Vancouver British Columbia, Canada
via the Sea-to-Sky Highway 99 (approximately 115 km NNE of Vancouver): north
along Howe Sound from Vancouver's North Shore to Squamish, and then through the
winter resort town of Whistler to Pemberton. Access to the property is from a
well maintained logging road just off the Duffey Lake paved highway immediately
northeast of the bend in Lillooet Lake, less than 25 km south east of the town
of Pemberton. The Property consists of 20 unpatented two post mineral claims and
one unpatented four post mineral claim representing 40 units that have been
staked and recorded and occur in the Lillooet mining division. By staked, we
mean that a stake has been placed in the ground on each claim and we have
applied to the government for the right to these mineral rights. The claims are
contiguous. The complete list of claims held by us is as follows:


Table 1.  Lillooet Lake RITZ Claims
<TABLE>
<CAPTION>
Claim Name      Units      Record #       Expiry Date       Map Sheet         Locator        Agent for *
--------------- ---------- -------------- ----------------- ----------------- -------------- ----------------
<S>             <C>        <C>            <C>               <C>               <C>            <C>
Ritz            20         398116         Nov. 3, 2003      M092J01W          G. Barton      Self
                                                            & M092J08W

Ritz 1          11         398117         Nov. 3, 2003      M092J08W          G. Barton      Self

Ritz 2          1          398118         Nov. 3, 2003      M092J08W          G. Barton      Self

Ritz 3          1          398119         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 4          1          398120         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 5          1          398121         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 6          1          398122         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 7          1          398123         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 8          1          398124         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 9          1          398125         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 10         1          398126         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 11         1          398127         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 12         1          398128         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 13         1          398129         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 14         1          398130         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 15         1          398131         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 16         1          398132         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 17         1          398133         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 18         1          398134         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 19         1          398135         Nov. 4, 2003      M092J08W          G. Barton      Self

Ritz 20         1          398136         Nov. 4, 2003      M092J08W          G. Barton      Self
--------------- ---------- -------------- ----------------- ----------------- -------------- ----------------
TOTAL          40          UNITS
</TABLE>

                                       4
<PAGE>

History

The Ritz claims were staked following initial field investigations of several
unexplained Nickel-Copper regional geochemical survey (RGS) stream sediment
anomalies in the area. Extensive research uncovered that although the areas has
had prospectors passing through it, no previous detailed work had been done in
the immediate area of the claims.

As well there are no recorded mineral occurrences or reports of assessment work
in the streams and rivers draining the area from which the anomalous samples
were collected. The nearest property that has filed an annual government
mandated Assessment Report (1984) is from about 3-5 km north of the belt, where
RGS samples have dissimilar signatures. The work described was minor, and
mentions an occurrence of anomalous Copper and Gold in a shear zone.

The Twin Ventures Ltd. Ritz mineral claims situated on the east side of Lillooet
Lake in South-western British Columbia are located centrally in a geologically
diverse, well mineralized belt of rocks that not only has numerous mineralized
showings of various metals (nickel, copper, zinc, gold, platinum, palladium,
silver, cobalt, chromium) but also has seen several profitable mines in
production.

The claims are located in an area that has rocks that are considered the
northern extension of the Harrison Nickel belt. This belt is a structurally
controlled intrusive related mafic-ultramafic sequence of the over 65 million
year old Cretaceous intrusive rocks intruding an earlier older (between 65
million and 600 million years old) Palaeozoic sequence of metamorphosed
-sedimentary and metamorphosed volcanic rock. These volcanic rocks were
originally deposited as sediments and/or volcanic lavas and have subsequently
been subjected to heat from the intrusives and pressure and from burial and or
the moving continents which have changed their chemical composition. All of the
potential ground has recently been staked for over 60 kilometres along strike.

The area was prospected in the early days of gold rush by prospector's heading
to the Fraser River gold rush in the late 1840s. All along the east side of
Lillooet Lake there are historic reports of placer platinum showings including
Twin One and Twin Two Creeks included within the Ritz claims of Twin Ventures.
(Placer deposits are sands deposited by active streams and rivers that may or
may not contain economic metals - usually gold, but in this case platinum,
because the gold and platinum are heavier they collect in these areas of sand)
In summary, the Ritz mineral claims owned by Twin Ventures Ltd. are centrally
located within a geological belt that has witnessed many producing mines and has
variety of other advanced showings of differing commodities.

Recent Work

Six man days of initial reconnaissance surveys, prospecting and geological
traverses were undertaken along the roads and drainages within the claims and
immediately surrounding terrain. A total of 17 rock samples were collected and
submitted for geochemical analysis at Acme Analytical Labs in Vancouver, BC.
Following receipt of favorable results, three man days of helicopter support
follow-up boulder prospecting on the Twin One logging road system confirmed that
the lower slopes above Lillooet Lake may have as their predominant rock type
forming the ground around them, at least in part, to be sulphide-bearing
mafic-ultramafic rocks. Several of the boulders contain abundant sulphides,
mainly pyrrhotite, local chalcopyrite, pyrite, and contain anomalous values in
Ni, Cu, Co, Cr, Pt, Pd and Au. It should be noted that although the grades are
sub-economic, the results are encouraging.

                                       5
<PAGE>

Geology of the Ritz Claims

The regional and property geology of the Ritz claims is summarized in the
Geology Report which was authored by Laurie Stephenson, P. E., a geologist
who is independent from us.

There is tremendous similarity and coincident features in the rock types and
geophysical imprint between the geology of the Pacific Nickel Mine area and the
ultramafic belt extending to the northwest.

Although the Pacific Nickel Mine area lies more than 50 km to the SSE along the
regional structural trend from the Ritz claims, recent regional geologic mapping
suggests a correlation. The lack of exploration in this area makes it a unique,
underdeveloped mineral belt requiring a concerted exploration program. The
report indicates that prospectively there may be a discovery of platinum group
metals on the Ritz claims. However, there is no assurance that there will be
sufficient quantities of these or other minerals on the property to justify
commercial mining.

Conclusions and Recommendations of the Geology Report

Our Geology Report was prepared by Laurie Stephenson a qualified engineer who
has no relationship with us except for acting as our independent geologist. The
Geology Report concludes that the Ritz claims provides an attractive exploration
prospect for platinum group and nickel/copper mineralization. Initial work
conducted on the Ritz claims shows that the recently taken 17 rock samples
revealed elevated anomalous values for copper, nickel and chromium.

The Geology Report recommended a three phase program of work. The Phase I budget
will cover initial geological mapping; silt (soil if necessary) geochemical
sampling of defined drainages; and prospecting. The Geology Report Phase II work
consists of follow-up geochemical sampling and detailed geological mapping.
Following successful geological mapping, sampling and prospecting of Phase I and
II, it is recommended that a Phase III exploration program be undertaken
utilizing a helicopter equipped, deep penetrating airborne ElectroMagnetic
system (such as AeroTem) to conduct a detailed geophysical survey of the target
areas to further refine the targets. These systems work on the principal that an
"Electro" electric current will generate a "Magnetic" field which will interact
with minerals in the ground to create a secondary, measurable "Magnetic" field
to produce an "anomalous" response.

The recommendations of the qualified engineer Laurie Stephenson are:

"The Ritz property is at an early stage of exploration. Access is
straightforward and the lower parts of the property can be worked for much of
the year. A staged series of shorter programs is most likely the approach to
take. After each of these programs, the approach should be evaluated and a new
set of recommendations put forward. Initially, the property requires
reconnaissance geology and prospecting to better establish the presence and
position of the rocks of exploration interest.

If cover prevents this, it may be worthwhile to consider flying an airborne
geophysical survey, with (magnetics, EM, and perhaps radiometrics), to help
determine and guide any recommended follow-up work. If the geochemistry is
correct, and the belt of potential host rocks is as long as 10 or 15 km, strong
consideration should be given to staking more claims early in the initial
program.

The initial phase of exploration for the claims will consist of detailed
geological mapping of all roads within and buttressing the claims and silt
sampling of every drainage or draw (soil sampling if necessary). This work is
important in establishing the base and anomalous geochemical values and the
structural implication of the drainages as faults or contacts."

                                       6
<PAGE>

Proposed Budget

Approximate costs for the recommended three-phase program are as follows:

The Phase II budget will cover initial geological mapping; silt (soil if
necessary) geochemical sampling of defined drainages and prospecting. It is
estimated to cost $3,200 as described below. All figures in US dollars.

              Phase II: Geological Traverses

              Senior Geologist 3 day @ $300 per day                $900.00
              Filing Fee                                           $300.00
              1 Geo-technician 3 days at $150.00                   $450.00
              Equipment Rental 4 wheel drive @ $50.00 per day      $150.00
              Assays 60 @ $10.00 each                              $600.00
              Food, Fuel etc                                       $200.00
              Report                                               $600.00
                   TOTAL                                         $3,200.00

              Phase III

              Follow-up Geochemical sampling and detailed        $5,000.00
              geological mapping
                   TOTAL                                         $5,000.00

              Phase IV Airborne EM Survey Following successful geological
              mapping, sampling and prospecting of Phase I and II, it is
              recommended that a Phase III exploration program be undertaken
              utilizing a helicopter equipped, deep penetrating airborne EM
              systems (such as AeroTem) to conduct a detailed geophysical survey
              of the target areas to further refine the targets. Detailed grid
              establishment followed by geological mapping and geochemical
              surveying would be conducted prior to diamond drilling (Phase
              III).

              Airborne EM Survey 100 line kilometers @ $150     $15,000.00
              per km
              Follow-up geological surveys                      $25,000.00
                   TOTAL                                        $40,000.00

Even if we complete all four phases, all we can hope to have accomplished is to
be able to identify targets for further exploration, which will consist of
trenching, drilling and feasibility studies which will be the most expensive
parts of the exploration process.

Offices

Our corporate offices are located at 6418 NE Agate Beach Lane, Bainbridge
Island, Washington 98110-1000. Our telephone number is (206)842-2026.

Employees

We currently have no employees. We have one person in management and two
part-time directors. We plan to employ people as we continue to implement our
plan of operation and exploration of the Ritz property.

                                       7
<PAGE>

Item 2. Properties
------------------

We currently use approximately 400 square feet of leased office space in the
historic 6418 NE Agate Beach Lane, Bainbridge Island Washington. We lease such
space from David Deering, our President for $200 month which covers the use of
the telephone, office equipment and furniture.

The Twin Ventures Ltd. Ritz mineral claims situated on the east side of Lillooet
Lake in South-western British Columbia are located centrally in a geologically
diverse, well mineralized belt of rocks that not only has numerous mineralized
showings of various metals (nickel, copper, zinc, gold, platinum, palladium,
silver, cobalt, chromium) but also has seen several profitable mines in
production. The claims occur at the northern extension of the Harrison Nickel
belt, a structurally controlled intrusive related mafic-ultramafic sequence of
Cretaceous intrusive rocks age intruding an earlier Palaeozoic sequence of
meta-sedimentary and metavolcanic rock. All of the potential ground has recently
been staked for over 60 kilometres along strike. A copy of the map of the
property is included with this prospectus.

Item 3. Legal Proceedings
-------------------------

To the best of our knowledge, there are no known or pending litigation
proceedings against us.

Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------

None

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
        Matters
---------------------------------------------------------------------

There is no established public trading market for our Common Stock.

Number of Shareholders as of March 11, 2004 - 47

There are currently no outstanding options, warrants or other securities
convertible into our common equity. All outstanding warrants have been cancelled
by agreements with the warrant holders. There are no other shares outstanding
which have registration rights.

Rule 144 Shares

As of March 11, 2004, a total of 27,257,000 shares of our common stock are
outstanding. Our common stock became available for resale to the public after
November 2003 with respect to 20,000,000 of these shares owned by David Deering
and with respect to 2,000,000 of these shares owned by Brian Bisset and with
respect to 2,000,000 of these shares owned by Andrew Norins, after December 2004
with respect to 3,200,000 of these shares and after March 2004 with respect to
57,000 of these shares, in accordance with the volume and trading limitations of
Rule 144 of the Act.

In general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed the
greater of:

1.    1% of the number of shares of the company's common stock then outstanding
      which, in our case, would equal approximately 280,380 shares as of the
      date of this prospectus; or

2.    The average weekly trading volume of the company's common stock during the
      four calendar weeks preceding the filing of a notice on form 144 with
      respect to the sale.

                                       8
<PAGE>

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.

Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

Dividends

To date, we have not declared or paid any dividends on our common stock. We
currently do not anticipate paying any cash dividends in the foreseeable future
on our common stock, when issued pursuant to this offering. Although we intend
to retain our earnings, if any, to finance the exploration and growth of our
business, our Board of Directors will have the discretion to declare and pay
dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital
requirements, and other factors, which our Board of Directors may deem relevant.

Item 6. Management's Discussion and Analysis or Plan of Operation
-----------------------------------------------------------------

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in conjunction
with our financial statements and notes thereto appearing in this prospectus.

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has experienced losses from inception. The
Company's financial position and operating results raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. Our actual results may differ significantly
from the results, expectations and plans discussed in these forward-looking
statements.

Overview

Since our inception, our operations have been devoted primarily to identifying,
purchasing and completing the initial exploration work on a mineral property. We
intend to grow through exploration and of the Lillooet Lake property and the
identification and acquisition of other properties with mineral exploration.

This property does not have any known reserves and our proposed program is
exploratory in nature. Because of uncertainties surrounding our exploration, we
anticipate incurring exploration stage losses in the foreseeable future. Our
ability to achieve our business objectives is contingent upon our success in
raising additional capital until adequate revenues are realized from operations.
We are an exploration stage company and there is no assurance that a
commercially viable mineral deposit exists on any of our property. The property
is without any known reserves and the proposed program is exploratory in nature
and therefore further exploration will be required before a final evaluation as
to the economic and legal feasibility is determined. Reserves are measurable
zones of minerals over a certain area and mineral deposits are reserves that can
be economically exploited.

Exploration stage expenses from inception through December 31, 2003, were
$33,500 general exploration costs related to the mineral rights of the
exploration property and $7,879 of general and administrative expenses, and
total accumulated deficit of 7,879 as captioned in the financial statement's
statement of operations. These fees were in furtherance of Phase I to purchase
and evaluate a property. Fees were incurred in the start-up costs of our company
as well as the fees to prepare our audited financial statements and this
registration statement These fees were included in the general and
administrative expense as discussed earlier in this paragraph.

                                       9
<PAGE>

Plan of Operation

We have completed phase one of a four step plan to evaluate our initial minerals
prospect for exploration. Even if we complete all four phases, all we can hope
to have accomplished is to be able to identify targets for further exploration
which will consist of trenching, drilling and feasibility studies which will be
the most expensive parts of the exploration process. Phase one consisted of
identifying an area with promising geological properties, purchasing the initial
60 units of the Ritz property, securing a geological report on the property and
completing the initial rock and silt samples on the prospect. We plan to
complete phase two and three during the next 12 months. If we get positive
results in phase two and three we will be required to seek additional capital as
recommended by the consultant's report. We will attempt to raise capital from
sale of our common stock, loans from investors, shareholders or management,
and/or joint venture partners. However, there are no negotiations or
arrangements for future financing at this time. Management will use its best
efforts to raise the additional funds to carry out the planned exploration
program but there is significant risk that we may not secure the necessary
funding. The following table details the remaining 3 steps to our initial
exploration of the Ritz property:

              Phase II: Geological Traverses

              Senior Geologist 3 day @ $300 per day                $900.00
              Filing Fee                                           $300.00
              1 Geo-technician 3 days at $150.00                   $450.00
              (a Geo-technician is a person trained in the
              methods and procedures to collect geological,
              geochemical and geophysical data under the
              supervision of a qualified degree accredited
              geologist)
              Equipment Rental 4 wheel drive @ $50.00 per day      $150.00
              Assays 60 @ $10.00 each                              $600.00
              Food, Fuel etc                                       $200.00
              Report                                               $600.00
                   TOTAL                                         $3,200.00


              Phase III

              Follow-up Geochemical sampling and detailed        $5,000.00
              geological mapping
                   TOTAL                                         $5,000.00

              Phase IV Airborne EM Survey

              Airborne EM Survey 100 line kilometers @ $150     $15,000.00
              per km
              Follow-up geological surveys                      $25,000.00
                   TOTAL                                        $40,000.00

If we are successful in completing the 3 additional steps of exploration,
management will access the results to determine the advisability of exploration
of the property. If management determines the results merit further exploration
the plan is to raise additional capital, and/or seek an industry partner to pay
the further costs of operations. There is no assurance we will be successful in
raising the funds or finding a joint venture partner in order to complete
further exploration. We could be forced to abandon the property or sell it for a
significant loss if we are unable to secure the necessary capital.

If mineralization if not found on the property or if we can not recover the
metals profitably, then we intend to pursue other properties for exploration.
The purchase and explorations of such properties will depend on our ability to
raise additional capital. If we are unable to raise additional capital, then we
may need to cease operations if there is no mineral found on the property or if
the metals can not be recovered profitably.

                                       10
<PAGE>

Capital Resources and Liquidity.

As of December 31, 2003, we had approximately $76 in cash. The planned
exploration expenditures of phase two and three are estimated to cost $8,200, an
additional $2,500 payment is due on the Lake Lillooet Property pursuant to the
Mineral Claims Agreement on May 15, 2004, which is 12 months from the title
registration on such claims. During the next 12 months, and our general and
administrative is expected to average $200 per month for the next 12 months. We
have no plans to pay salaries to our officers or employees during the next 12
months. We do not believe we will have sufficient cash to meet our minimum
exploration, including phase two and phase three, and operating costs for the
next 12 months unless we are successful in raising additional capital. In
addition, we will need to raise additional capital to continue our operations
past 12 months, and there is no assurance we will be successful in raising the
needed capital.



                                       11
<PAGE>

Item 7. Financial Statements
----------------------------

                            TWIN VENTURES LTD.
                     (an exploration stage company)

                           FINANCIAL STATEMENTS

                        As Of December 31, 2003 and 2002




INDEPENDENT AUDITORS REPORT                                     1

BALANCE SHEET                                                   2

STATEMENT OF OPERATIONS                                         3

STATEMENT OF STOCKHOLDERS' EQUITY                               4

STATEMENT OF CASH FLOWS                                         5

FINANCIAL STATEMENT FOOTNOTES                                   6


















<PAGE>


To The Board of Directors
Twin Ventures Ltd.
Bainridge Island, Washington



We have audited the accompanying balance sheet of Twin Ventures Ltd., as of
December 31, 2003 and 2002, and the related statement of operations, equity and
cash flows from inception (November 6, 2002) through December 31, 2003 and 2002.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

 In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Twin Ventures Ltd., as of
December 31, 2003 and 2002, and the results of its operations and its cash flows
for the months then ended in conformity with generally accepted accounting
principles.






                                         Gately & Associates, LLC
                                         Certified Public Accountants
                                         Altamonte Springs, Florida
                                            January 16, 2004


                                      F-1

<PAGE>
                               TWIN VENTURES LTD.
                         (an exploration stage company)
                                  BALANCE SHEET
                        As of December 31, 2003 and 2002
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

CURRENT ASSETS                                                                   12/31/2003     12/31/2002
                                                                              --------------- --------------
<S>                                                                                 <C>            <C>
            Cash                                                                    $     76       $     80
                                                                              --------------- --------------

                        Total Current Assets                                              76             80
                                                                              --------------- --------------

                        TOTAL ASSETS                                                $     76       $     80
                                                                              =============== ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES

            Accounts payable                                                        $  1,800       $    500
            Accrued expenses & short term contract payable                             4,825         12,500
                                                                              --------------- --------------

                        Total Current Liabilities                                      6,625         13,000

LONG-TERM LIABILITIES

            Contract payable - the "Ritz Claim"                                       15,000         17,500
                                                                              --------------- --------------

            TOTAL LIABILITIES                                                         21,625         30,500
                                                                              --------------- --------------

STOCKHOLDERS' EQUITY

            Common Stock, $.0001 par value
                Authorized: 50,000,000
                Issued: 27,200,000 and 27,257,000, respectively                        2,726          2,720
            Additional paid in capital                                               129,524        115,280
            Preferred stock, $.0001 par value
                Authorized: 10,000,000    Issued: none                                     -              -
            Stock subscription receivable                                                  -         (2,500)
            Accumulated defecit during exploration stage                            (153,799)      (145,920)
                                                                              --------------- --------------

                        Total Stockholders' Equity                                   (21,549)       (30,420)
                                                                              --------------- --------------

                        TOTAL LIABILITIES AND EQUITY                                $     76       $     80
                                                                              =============== ==============

</TABLE>






   The accompanying notes are an integral part of these financial statements.

                                      F-2


<PAGE>

                               TWIN VENTURES LTD.
                         (an exploration stage company)
                             STATEMENT OF OPERATIONS
                 For the twelve months ending December 31, 2003,
                   The two months ended December 31, 2002 and
           from inception (November 6, 2002) through December 31, 2003

<TABLE>
<CAPTION>
                                                                                                  FROM
                                                                12/31/2003     12/31/2002      INCEPTION
                                                              --------------- -------------- ---------------
<S>                                                              <C>            <C>              <C>
REVENUE                                                          $         -    $         -      $        -
-------

COST OF SERVICES                                                           -              -               -
----------------
                                                              --------------- -------------- ---------------

GROSS PROFIT OR (LOSS)                                                     -              -               -
----------------------

GENERAL AND ADMINISTRATIVE EXPENSES                                    7,879        112,420         120,299
-----------------------------------

GENERAL EXPLORATION                                                        -         33,500          33,500
-------------------
                                                              --------------- -------------- ---------------

OPERATING INCOME                                                      (7,879)      (145,920)       (153,799)
----------------
                                                              --------------- -------------- ---------------

ACCUMMULATED DEFICIT                                             $    (7,879)   $  (145,920)     $ (153,799)
--------------------
                                                              =============== ============== ===============


Earnings (loss) per share, basic and diluted                     $        (0)   $        (0)
--------------------------------------------

Waighted average number of common shares                          27,242,750     27,200,000
----------------------------------------

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-3

<PAGE>


                               TWIN VENTURES LTD.
                         (an exploration stage company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                        As of December 31, 2003 and 2002

<TABLE>
<CAPTION>

                                                                      ADDITIONAL
                                            COMMON         PAR         PAID IN         ACCUM.          TOTAL
                                            STOCK         VALUE        CAPITAL         DEFICIT         EQUITY
                                        --------------------------------------------------------------------------
<S>                                         <C>             <C>           <C>          <C>              <C>
Incorporation, October 6, 2002                       -      $     -       $      -     $        -       $       -

Common stock subscribed for cash             3,200,000          320         15,680                         16,000
    during December 2002 at $0.005
    per share on private placement

Stock subscription receivable                                                                              (2,500)
    on December 2002 private
    placement

Stock issued for services                   24,000,000        2,400         99,600                        102,000
    for the fair value of the
    services to be provided
    at a per share price of $0.003

Net income (loss)                                                                        (145,920)       (145,920)
                                        --------------------------------------------------------------------------

Balance, December 31, 2002                  27,200,000      $ 2,720       $115,280     $ (145,920)      $ (30,420)

Common stock issued for cash                    57,000            6         14,244                         14,250
    during March 2003 at $0.25
    per share on private placement

Stock subscription received                                                                                 2,500

Net income (loss)                                                                          (7,879)         (7,879)
                                        --------------------------------------------------------------------------

Balance, December 31, 2003                  27,257,000      $ 2,726       $129,524     $ (153,799)      $ (21,549)
                                        ==========================================================================

</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                      F-4


<PAGE>

                               TWIN VENTURES LTD.
                         (an exploration stage company)
                            STATEMENTS OF CASH FLOWS
                 For the twelve months ending December 31, 2003,
                   The two months ended December 31, 2002 and
           from inception (November 6, 2002) through December 31, 2003

<TABLE>
<CAPTION>

                                                                                                                  FROM
CASH FLOWS FROM OPERATING ACTIVITIES                                            12/31/2003     12/31/2002      INCEPTION
------------------------------------
                                                                              --------------- -------------- ---------------
<S>                                                                                 <C>          <C>             <C>
            Net income (loss)                                                       $ (7,879)    $ (145,920)     $ (153,799)
                                                                              --------------- -------------- ---------------

            Adjustments to reconcile net income to net cash
              provided by (used in) operating activities:

            Depreciation                                                                 744              -             744
            Compensation in the form of stock                                              -        102,000         102,000
            Mineral rights expensed                                                    2,500         13,500          16,000
            Increase (Decrease) in accounts payable                                    1,300            500           1,800
            Increase (Decrease) in accrued expenses                                   (7,675)        12,500           4,825
            Increase (Decrease) in contract payable                                   (2,500)        17,500          15,000
                                                                              --------------- -------------- ---------------

                        Total adjustments to net income                               (5,631)       146,000         140,369
                                                                              --------------- -------------- ---------------

            Net cash provided by (used in) operating activities                      (13,510)            80         (13,430)
                                                                              --------------- -------------- ---------------

CASH FLOWS FROM INVESTING ACTIVITIES

            Cash paid for web site design                                               (744)             -            (744)
            Cash paid for mineral rights                                              (2,500)       (13,500)        (16,000)
                                                                              --------------- -------------- ---------------

            Net cash flows provided by (used in) investing activites                  (3,244)       (13,500)        (16,744)
                                                                              --------------- -------------- ---------------


CASH FLOWS FROM FINANCING ACTIVITIES

            Proceeds from stock issuance                                              16,750         13,500          30,250
                                                                              --------------- -------------- ---------------

            Net cash provided by (used in) financing activities                       16,750         13,500          30,250
                                                                              --------------- -------------- ---------------

CASH RECONCILIATION

            Net increase (decrease) in cash                                               (4)            80              76
            Cash - beginning balance                                                      80              -               -
                                                                              --------------- -------------- ---------------

CASH BALANCE END OF PERIOD                                                          $     76     $       80      $       76
                                                                              =============== ============== ===============

</TABLE>










   The accompanying notes are an integral part of these financial statements.


                                      F-5


<PAGE>

NOTE  1  -  OPERATIONS  AND  BASIS  OF  PRESENTATION
            ----------------------------------------

Twin Ventures Ltd. (the Company), a exploration stage company, was incorporated
on November 6, 2002 in the State of Delaware and is headquartered in Bainridge
Island, Washington. The Company is an exploration stage mining and mineral
company. On November 21, 2002 the Company became actively engaged in acquiring
mineral properties, raising capital, and preparing properties for production.
The Company did not have any significant mining operations or activities from
inception; accordingly, the Company is deemed to be in the exploration stage.
For purposes of recording the Company's mineral claims in Canada, the Company
acquired New Heights Capital Corporation (a Canadian corporation) and
transferred the claims listed in the following paragraph into the subsidiary in
exchange for 100% of the subsidiary's outstanding stock.

On November 21, 2002, the Company acquired mineral claims (the "Ritz Claims")
located in the Lillooet Lake Region of Southwest British Columbia, Canada. The
property consists twenty unpatented two post mineral claims and one unpatented
four post mineral claim representing forty units that have been staked and
recorded in the Lillooet mining division. The Company has not commenced economic
production and is therefore still considered to be in the exploration stage.

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of the mineral properties and
other assets and the satisfaction of liabilities in the normal course of
business. The Company has incurred losses of from inception to March 31, 2003.
The Company has not realized economic production from its mineral properties as
of March 31, 2003. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management continues to actively seek
additional sources of capital to fund current and future operations. There is no
assurance that the Company will be successful in continuing to raise additional
capital, establishing probable or proven reserves, or determining if the mineral
properties can be mined economically. These financial statements do not include
any adjustments that might result from the outcome of these uncertainties.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
            ----------------------------------------------

Revenue and Cost Recognition
----------------------------

The Company uses the accrual basis of accounting for financial statement
reporting. Revenues and expenses are recognized in accordance with Generally
Accepted Accounting Principles for the industry. Certain period expenses are
recorded when obligations are incurred.

Use  of  Estimates
------------------

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities, and
disclosure of contingent liabilities at the date of the financial statements,
and the reported amount of revenues and expenses during the reporting period.
Actual results could differ from those results.

Accounts Receivable, deposits, Accounts Payable and accrued Expenses
--------------------------------------------------------------------

Accounts receivable have historically been immaterial and therefore no allowance
for doubtful accounts has been established. Normal operating refundable Company
deposits are listed as Other Assets. Accounts payable and accrued expenses
consist of trade payables created from the normal course of business.

                                       F-6

<PAGE>

Mineral  Properties  and  Mining  Equipment
-------------------------------------------

Mineral properties and mining equipment include land and mining equipment
carried at cost. Mining equipment including mill facilities is depreciated using
the straight-line method over estimated useful lives of 5 to 15 years, or the
units-of-production method based on estimated tons of ore reserves if the
equipment is located at a producing property with a shorter economic life.
Mining equipment not in service is not depreciated.

During 1997, the Securities and Exchange Commission (SEC) staff reconsidered
existing accounting practices for mineral expenditures by United States junior
mining companies. They now interpret generally accepted accounting policy for
junior mining companies to permit capitalization of acquisition and exploration
costs only after persuasive engineering evidence is obtained to support
recoverability of these costs (ideally upon determination of proven and/or
probable reserves based upon dense drilling samples and feasibility studies by a
recognized independent engineer). Although the Company has obtained samples, and
an independent engineer has deemed the properties may contain platinum group
metals, management has chosen to follow the more conservative method of
accounting by expending all mineral costs, for which there is no feasibility
study.

Land  Options
-------------

As noted above, since the Company interprets generally accepted accounting
policies to permit capitalization of acquisition costs including leases and land
options only after persuasive engineering evidence has been obtained to support
recoverability of these costs, these costs will be expensed.

Non-mining Property and Equipment
---------------------------------

Property and equipment purchased by the Company are recorded at cost.
Depreciation is computed by the straight-line method based upon the estimated
useful lives of the respective assets. Expenditures for repairs and maintenance
are charged to expense as incurred as are any items purchased which are below
the Company's capitalization threshold of $1,000.

For assets sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from accounts, and any related gain or loss is
reflected in income for the period.

Reclamation and Environmental Costs
-----------------------------------

Reclamation costs and related accruals are based on the Company's interpretation
of environmental and regulatory requirements. Minimum standards for mine
reclamation have been established by various governmental agencies. Reclamation,
site restoration, and closure costs for each producing mine are accrued over the
life of the mine using the units-of-production method. Ongoing reclamation
activities are expensed in the period incurred.

Income  Taxes
-------------

The Company accounts for income taxes using the liability method which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Deferred tax assets and liabilities are determined based on the
difference between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

                                       F-7

<PAGE>

The Company's management determines if a valuation allowance is necessary to
reduce any tax benefits when the available benefits are more likely than not to
expire before they can be used.

Inventory
---------

Inventory is stated at net realizable value.

Stock  Based  Compensation
--------------------------

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (SFAS 123), which is effective for periods beginning after
December 15, 1995. SFAS 123 requires that companies either recognize
compensation expense for grants of stock, stock options, and other equity
instruments based on fair value or provide pro-forma disclosure of the effect on
net income and earnings per share in the Notes to the Financial Statements. The
Company has adopted SFAS 123 in accounting for stock-based compensation.

Cash  and  Cash  Equivalents, and Credit Risk
---------------------------------------------

For purposes of reporting cash flows, the Company considers all cash accounts
with maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.

The portion of deposits in a financial institution that insures its deposits
with the FDIC up to $100,000 per depositor in excess of such insured amounts are
not subject to insurance and represent a credit risk to the Company.

Foreign Currency Translation and Transactions
---------------------------------------------

The Company's functional currency is the US dollar. No material translations or
transactions have occurred. Upon the occurrence of such material transactions or
the need for translation adjustments, the Company will adopt Financial
Accounting Standard No. 52 and other methods in conformity with Generally
Accepted Accounting Principles.

Earnings Per Share
--------------------

In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per
Share". SFAS 128 replaces the presentation of primary earnings per share with a
presentation of basic earnings per share based upon the weighted average number
of common shares for the period.

Leases
------

The Company accounts for leases in accordance with Generally Accepted Accounting
Principles which require operating leases to be expensed and capital leases to
be capitalized and amortized over the lease term. Leased mining properties under
capital leases are expensed until such time that an engineering study has been
completed showing proven mining reserves.

                                       F-8

<PAGE>

NOTE  3  -  AFFILIATES  AND  RELATED  PARTIES
            ---------------------------------

Significant relationships with (1) companies affiliated through common ownership
and/or management, and (2) other related parties are as follows:

The Company has ownership of the "Ritz Claims" which was purchased from a
director of the Company. The purchase requires services to the Company from the
Director per the purchase agreement dated November 21, 2002. See Footnote #5 for
a description of this Project.

The Company has an informal month-to-month operating lease for office space with
the Company's President in the amount of $200 per month. The lease covers the
use of phone, space, office equipment and furniture.

The Company has stock-based compensation agreements with an officer and 2
directors of the Company as disclosed in Footnote No. 7.

NOTE  4  -  MINERAL  PROPERTIES  AND  MINING  EQUIPMENT
            -------------------------------------------

The Company's net investment in mineral properties and mining equipment includes
the "Ritz Claim" as described in footnote #1. All costs related to the claim
have been expended in accordance with Generally Accepted Accounting Principles
for the industry.

NOTE  5 -  INCOME  TAXES
           -------------

The Company has available net operating loss carryforwards for financial
statement and federal income tax purposes for the years ending December 31, 2002
and 2003. These loss carryforwards expire if not used by the year 2022 and 2023.
The Company's management has decided a valuation allowance is necessary to
reduce any tax benefits because the available benefits are more likely than not
to expire before they can be used. The value of these tax benefits is $29,184
and $1,576, repectively.

NOTE 6 - LONG-TERM DEBT
         --------------

On November 21, 2002, the Company entered into an agreement with Mr. Garth
Barton for the purchase of mining property, the "Ritz Claim", located in the
Lillooet Lake Region of Southwest British Columbia, Canada. The "Ritz Claim" is
title to forty (40) mineral claim units that are unpatented. The total purchase
price of the claim is $33,500 due per terms of the contract with advance
royalties of $25,000 to be paid annually commencing 36 months from the date of
signature of the agreement. The property is subject to a royalty agreement.

The contract payment schedule calls for $13,500 to be paid upon delivery of a
summary geological report and transfer of property title. The $13,500 was paid
per the contract. On February 28, 2003 a payment of $2,500 was made per contract
schedule. Twelve months from the date of title registration, $2,500 becomes due
with another $2,500 due twenty four months from such date. No later than thirty
six months from the date of signature on the contract, the balance of payment is
due for a total purchase price of $33,500.

NOTE  7 -  SHAREHOLDERS'  EQUITY
           ---------------------

Preferred Stock
---------------

The Company has authorized ten million (10,000,000) shares of preferred stock
with a par value of $.0001, none of which have been issued.

                                       F-9

<PAGE>

Common Stock
------------

The Company has authorized fifty million (50,000,000) shares of common stock
with a par value of $.0001.

Sale Restrictions on Common Stock
---------------------------------

As of March 31, 2003, a total of 27,257,000 shares of common stock are
outstanding. Sales of these shares of stock are restricted under Rule 144 of the
Securities Act of 1933. Our common stock will be available for resale to the
public after November 2003 with respect to 20,000,000 of these shares owned by
David Deering and with respect to 2,000,000 of these shares owned by Brian
Bisset and with respect to 2,000,000 of these shares owned by Andrew Norins,
after December 2004 with respect to 3,200,000 of these shares and after March
2004 with respect to 57,000 of these shares, in accordance with the volume and
trading limitations of Rule 144 of the Act.

Common Stock Subscribed and Issued for Cash
-------------------------------------------

During December, 2002, the Company undertook an offering exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 to raise
$16,000 in the issuance of 3,200,000 shares of common stock for the purpose of
the acquisition and exploration of mining properties. The Company's management
considers this offering to be exempt under the Securities Act of 1933. A
receivable for stock subscribed was recorded in the equity section of the
financial statements at December 31, 2002 for cash amounts that had not yet been
received by the Company. During the first quarter of 2003 the cash outstanding
from stock subscribed was received and the stock subscribed was converted by
memo to common stock and the stock certificates issued.

During March 2003, the Company undertook a Regulation D Rule 506 private
placement offering to raise $14,250 for the issuance of 57,000 shares of common
stock for the purpose of mineral exploration. The Company's management considers
this offering to be exempt under the Securities Act of 1933.

Common Stock Recorded as Compensation
----------------------------------------------

The Company does not have an employee stock compensation package set up at this
time. The stock compensation that has been granted falls under Rule 144.
Compliance with Rule 144 is discussed in the following paragraph.

In general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed the
greater of:

1.    1% of the number of shares of the company's common stock then outstanding
      which, in our case, would equal approximately 280,380 shares as of the
      date of this prospectus; or

2.    The average weekly trading volume of the company's common stock during the
      four calendar weeks preceding the filing of a notice on form 144 with
      respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.

                                      F-10

<PAGE>


The Company records stock issued for services and future services at the fair
value of the stock issued, if known, or the fair value of the services if the
fair value of the stock is not determined and no value is contemplated in the
contract. The stock is recorded as issued in the equity section of the financial
statements when a contract for services is entered into for stock compensation.

On November 8, 2002, the Company entered into a service agreement with Mr. David
Deering, the President of the Company, for a 12 month term which is renewable by
both parties after the twelve month term. The agreement called for the issuance
of twenty million (20,000,000) common shares of stock for the value of such
services, $85,000. The value of the shares was established by the fair value of
the services to be provided as a fair trading value of the stock had not been
established. The number of shares issued was based on the price the shares were
sold in the Company's first private placement with a 15% discount since such
shares were restricted in accordance with Rule 144 of the Securities Act of
1933. Due to the uncertainty of the Company's ability to continue as a going
concern, the amounts were recorded as an expense when the shares were issued.

On November 8, 2002, the Company entered into a service agreement with Mr. Brian
Bisset, a Director of the Company, for a 12 month term which is renewable by
both parties after the twelve month term. The agreement called for the issuance
of two million (2,000,000) common shares of stock for the value of such
services, $8,500. The value of the shares was established by the fair value of
the services to be provided as a fair trading value of the stock had not been
established. The number of shares issued was based on the price the shares were
sold in the Company's first private placement with a 15% discount since such
shares were restricted in accordance with Rule 144 of the Securities Act of
1933. Due to the uncertainty of the Company's ability to continue as a going
concern, the amounts were recorded as an expense when the shares were issued.

On November 8, 2002, the Company entered into a service agreement with Mr.
Andrew Norins, a Director of the Company, for a 12 month term which is renewable
by both parties after the twelve month term. The agreement called for the
issuance of two million (2,000,000) common shares of stock for the value of such
services, $8,500. The number of shares issued was based on the price the shares
were sold in the Company's first private placement with a 15% discount since
such shares were restricted in accordance with Rule 144 of the Securities Act of
1933. Due to the uncertainty of the Company's ability to continue as a going
concern, the amounts were recorded as an expense when the shares were issued.

The value of the shares was established by the fair value of the services to be
provided as a fair trading value of the stock had not been established.

NOTE 8 - ACQUISITIONS
         ------------

On November 21, 2002, the Company entered into an agreement with Mr. Garth
Barton for the purchase of mining property, the "Ritz Claim", located in the
Lillooet Lake Region of Southwest British Columbia, Canada. The "Ritz Claim" is
title to forty (40) mineral claim units that are unpatented. The total purchase
price of the claim is $33,500 due per terms of the contract with advance
royalties of $25,000 to be paid annually commencing 36 months from the date of
signature of the agreement. Failure to pay the advance royalties will cause a
reversion of the property within 10 days of such failure. The property is
subject to a 2 1/2% Net Smelter Royalty (NSR) and a 7 1/2% Gross Rock Royalty
(GRR). 1 1/2% of the NSR can be acquired for $1.0 million within 12 months from
the commencement of commercial production. Mr. Barton is required to keep the
claims in good standing for at least 18 months from the date of the agreement.
In addition, Mr. Barton will provide geological consulting services for the
claims and will maintain the claims in good standing for a period of 36 months
with fees advanced by the Company prior to the anniversary dates from signature
of the agreement. Said fees are to be deducted from the total cost.

                                      F-11

<PAGE>

On April 22, 2003, the Company acquired the outstanding common share (one common
share) of New Heights Capital Corporation, an inactive Canadian corporation, for
the purpose of recording the Company's Canadian "Ritz Claim" in a Canadian
corporation as required. The "Ritz Claim" was transferred to the subsidiary in
exchange for the subsidiary's outstanding common share of stock. New Heights
Capital Corporation is a wholly owned Canadian subsidiary of the Company.

NOTE  9 -  COMMITMENTS  AND  CONTINGENCIES
           -------------------------------

The Company's "Ritz Claims" will revert back to the seller within no less than a
10 day period if the Company fails to make the $25,000 annual advance royalty
payments per the sales contract commencing 36 months from the date of the
contract.

Management is not aware of any contingent matters that could have a material
adverse effect on the Company's financial condition, results of operations, or
liquidity.

NOTE  10 -  LITIGATION, CLAIMS AND ASSESSMENTS
            ----------------------------------

From time to time in the normal course of business the Company will be involved
in litigation. The Company's management has determined any asserted or
unasserted claims to be immaterial to the financial statements.


NOTE  11 - GOING CONCERN
           -------------

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has experienced losses from inception. The
Company's financial position and operating results raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

We Lack an Operating History and Have Losses Which We Expect to Continue into
The Future.

We were incorporated in November 2002 and we have not started our proposed
business operations or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
since inception is $153,799. Our ability to achieve and maintain profitability
and positive cash flow is dependent upon:

     -    our ability to locate a profitable mineral property
     -    our ability to generate revenues
     -    our ability to raise the capital necessary to continue exploration of
          the property.

Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
exploration of our mineral properties. We cannot guarantee that we will be
successful in generating revenues in the future. Failure to generate revenues
may cause us to go out of business.

The company intends to generate additional capital from the public markets to
increase its ability to locate profitable mineral property and generate
revenues. In the past, the Company has been successful with raising minimum cash
flows through private placement. The Company may also consider public or private
debt transactions and/or further private placement, but has no such actions in
place at this time.


                                      F-12

<PAGE>

Item 8A Controls and Procedures
-------------------------------

Evaluation of disclosure controls and procedures

Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.
Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.

Changes in internal controls

We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
        With Section 16(A) of the Exchange Act
--------------------------------------------------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information about our executive officers and
directors.

         NAME       AGE      POSITION
         ----       ---      --------

     David Deering  55       CEO/President
                              Secretary/Treasurer/
                             Director

     Brian Bisset   42       Director

     Andrew Norins  33       Director

David Deering, P. Eng. is our founder, Chief Executive Officer, President,
Secretary, Treasurer, and Director. Since 2000, Mr. Deering has been the
President of Garex International Exploration Corp. In such capacity he has
managed all aspects of an exploration management company. He has also been
responsible for the financial management, supervision of technical consultants
and public relations. From 1981 to 2000, as an independent engineer, he has been
evaluating mineral exploration/mining projects and technology for public
companies world wide; personnel management, property assessment, property
negotiations, data presentation and promotion.

                                       12
<PAGE>

From 1981 to 1983 he was Project Manager of Energex Minerals Ltd. where he
directed gold exploration efforts in western USA and completed a pre-feasibility
study of the Toodogogone Gold Project, B.C. where evaluation of geological
information and confirmation drilling resulted in a mine reserve study; bulk
sample extraction and design, construction and on- site operation of a
gravity-flotation pilot plant. From 1979 to 1981, he was Area Sales Manager,
Vancouver, B.C. for Jarvis Clark Ltd., North Bay, Ontario, a manufacturer of
underground mining machinery where he was responsible for all aspects of sales
and service of drills, LHD, trucks and other general mine equipment in western
Canada. From 1972 to 1979 he acted in various capacities from Product Specialist
to Sales Manager - Hard Rock Mining Division, Joy Manufacturing Company, Denver,
CO. In such capacity he directed the sales and service of underground and
surface mining equipment to mining operations.

In his capacity as founder and President, Mr. Deering oversees our day-to-day
operations, and manages our long-term strategic exploration. Oversight of our
operations involves financial and information systems management and
exploration.

Brian Bisset has been on our Board of Directors since November, 2002. Mr. Bisset
was the Director of Corporate Development for Accsys International Inc. from
1993 -1995. Accsys International Inc. developed a points card program to enhance
retailers relations with their customers. The points card program that Accsys
International, Inc. developed was a customer loyalty card which enabled retail
customers to earn points based on their purchases which could be redeemed for
merchandise or a discount on future purchases. Accsys International Inc.'s
points card program was modeled after the airmiles card which allows customers
to earn points for making purchases which can be redeemed for air travel. Brian
worked for Mosquito Creek Mining Inc. from 1995 - 1997 as their Corporate
Communications Representative. In 1997 Brian and two partners formed Corpfinance
Advisors Ltd. Corpfinance Advisors Ltd. was established to help junior companies
raise capital and assist in getting companies to the public markets in Canada.
Corpfinance Advisors Ltd. has been successful in raising over CDN$8.0M in
capital for emerging companies including CDN$2.5M for the Palcan Fuel Cell Co
Inc. which is now listed on the TSX exchange in Canada (TSX:PC) and US$3.25M for
the MDM Group Inc. which is researching cancer treatments.

Andrew Norins has been on our Board of Directors since November, 2002. Mr.
Norins has been the operations Manager for Chopper Logistics in Montville, New
Jersey since November 2001. In such capacity he has supervised dispatching and
deliveries and has been the payroll controller. He also assisted the company in
customer relations and scheduling. From January 2000 to November 2001, Mr.
Norins owned and managed Westridge Enterprises in Greensboro North Carolina. As
the manager of this bar/lounge Mr. Norins supervised all of the day to day
operations of this company and handled the payroll and bookkeeping. Prior to
that, he was employed as Logistics Center Supervisor at Penske Logistics in
Garfield, New Jersey from June 1994. His responsibilities in such position
included the handling of customer relations, payroll manager and supervising
dispatchers, clerks and drivers. Mr. Norins received a Bachelor of Science from
the University of Delaware in 1992 with a Minor in Business Administration.

All officers and directors listed above will remain in office until the next
annual meeting of our stockholders, and until their successors have been duly
elected and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Board of Directors appoint Officers annually and each
Executive Officer serves at the discretion of our Board of Directors.

Mr. Deering serves as our sole officer and is expected to spend approximately
eighty (80) hours per month on our business. However, Mr. Deering may spend
additional time as needed if we are successful in obtaining additional funding.
All remaining directors will spend no more than five (5) hours per month on our
business.

None of our Officers and/or Directors have filed any bankruptcy petition, been
convicted of or been the subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation of any state or federal
securities laws within the past five (5) years.

                                       13
<PAGE>

BOARD OF DIRECTORS

The board of directors consists of three directors.

BOARD COMMITTEES

In November 2002, our Board of Directors created the Compensation Committee,
which is comprised of David Deering, Brian Bisset and Andrew Norins. The
Compensation Committee has the authority to review all compensation matters
relating to us. The Compensation Committee has not yet formulated compensation
policies for senior management and executive officers. However, it is
anticipated that the Compensation Committee will develop a company-wide program
covering all employees and that the goals of such program will be to attract,
maintain, and motivate our employees.

It is further anticipated that one of the aspects of the program will be to link
an employee's compensation to his or her performance, and that the grant of
stock options or other awards related to the price of the Common Shares will be
used in order to make an employee's compensation consistent with shareholders'
gains.

It is expected that salaries will be set competitively relative to the mineral
exploration industry and that individual experience and performance will be
considered in setting salaries.

In November 2002, our Board of Directors created an Audit Committee, which is
comprised of David Deering, Brian Bisset and Andrew Norins. The Audit Committee
is charged with reviewing the following matters and advising and consulting with
the entire Board of Directors with respect thereto: (i) the preparation of our
annual financial statements in collaboration with our independent accountants;
(ii) annual review of our financial statements and annual report; and (iii) all
contracts between us and our officers, directors and other affiliates. The Audit
Committee, like most independent committees of public companies, does not have
explicit authority to veto any actions of the entire Board of Directors relating
to the foregoing or other matters; however, our senior management, recognizing
their own fiduciary duty to us and our stockholders, is committed not to take
any action contrary to the recommendation of the Audit Committee in any matter
within the scope of its review.

Item 10. Executive compensation
-------------------------------

David Deering has been our President and Secretary since inception and received
no compensation for services performed during the 2002 and 2003 fiscal year,
other than the 20,000,00 restricted shares issued to him for services in 2002.
The following table sets forth information concerning annual and long-term
compensation, on an annualized basis for the 2003 fiscal year, for our Chief
Executive Officer and for each of our other directors whose compensation on an
annualized basis exceeded $100,000 during fiscal 2003.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
            ANNUAL COMPENSATION                              LONG TERM COMPENSATION
  NAME AND                                      RESTRICTED        SECURITIES     OPTIONS
  PRINCIPAL   FISCAL    CASH      ANNUAL          STOCK           UNDERLYING     (NO. OF       ALL OTHER
  POSITION     YEAR     SALARY     BONUS       COMPENSATION         AWARDS       SHARES)     COMPENSATION
  --------     ----     ------     -----       ------------         ------       -------     ------------

David Deering
President and
<S>            <C>     <C>           <C>           <C>                     <C>      <C>            <C>
Secretary      2003    $60,000       0             (1)                     0        0              0
</TABLE>

(1) Mr. Deering received 20,000,000 founders shares for services rendered to us.
He will not receive such compensation in the future.

                                       14
<PAGE>

We do not have written employment agreements with David Deering, our sole
officer or Brian Bisset and Andrew Norins, the other members of our Board of
Directors. We have agreed to pay an annual salary of $60,000 per year to our Mr.
Deering for his first year as our officer. In addition, we have agreed to pay
Mr. Bisset and Mr. Norins, our other directors, an annual fee of $6,000 for
serving on our Board of Directors. In the future, we will determine on an annual
basis how much compensation our officers and director will receive.

                                  STOCK OPTIONS

We did not grant stock options in 2003.

The following table sets forth information with respect to stock options granted
to the Named Executive Officers during fiscal year 2003:

                          OPTION GRANTS IN FISCAL 2000
                             (INDIVIDUAL GRANTS)(1)

                                   PERCENT OF
          NUMBER OF                TOTAL OPTIONS
NAME      SECURITIES UNDERLYING    GRANTED TO EMPLOYEES  EXERCISE  EXPIRATION
          OPTIONS GRANTED           IN FISCAL 2001        PRICE    DATE


None


No Executive Officer held options during the 2003 fiscal year. The following
table sets forth information as to the number of shares of common stock
underlying unexercised stock options and the value of unexercised in-the-money
stock options projected at the 2003 fiscal year end:

None

Item 11. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------

                             PRINCIPAL STOCKHOLDERS

The following table sets forth, as of March 11, 2004, certain information with
respect to the beneficial ownership of the common stock by (1) each person known
by us to beneficially own more than 5% of our outstanding shares, (2) each of
our directors, (3) each Named Executive Officer and (4) all of our executive
officers and directors as a group. Except as otherwise indicated, each person
listed below has sole voting and investment power with respect to the shares of
common stock set forth opposite such person's name.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF                 AMOUNT AND NATURE OF      PERCENT OF
BENEFICIAL OWNER (1)                BENEFICIAL OWNERSHIP      OUTSTANDING SHARES
--------------------                --------------------      ------------------

5% STOCKHOLDERS, DIRECTORS
AND NAMED EXECUTIVE OFFICERS
<S>                                      <C>                     <C>
David Deering                            20,000,000              73.38%
6418 NE Agate Beach Lane
Bainbridge Island, Washington 98110

Brian Bisset                              2,000,000               7.34%
6418 NE. Agate Beach Lane
Bainbridge Island, Washington 98110

Andrew Norins                             2,000,000               7.34%
6418 NE. Agate Beach Lane
Bainbridge Island, Washington 98110


Officers and Directors                   24,000,000              87.10%
as a Group
</TABLE>

                                       15
<PAGE>

(1) Under the rules of the SEC, a person is deemed to be the beneficial owner of
a security if such person has or shares the power to vote or direct the voting
of such security or the power to dispose or direct the disposition of such
security. A person is also deemed to be a beneficial owner of any securities if
that person has the right to acquire beneficial ownership within 60 days of the
date hereof. Unless otherwise indicated by footnote, the named entities or
individuals have sole voting and investment power with respect to the shares of
common stock beneficially owned.

(2) This table is based upon information obtained from our stock records. Unless
otherwise indicated in the footnotes to the above table and subject to community
property laws where applicable, we believe that each shareholder named in the
above table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned.

Item 12. Certain Relationships and Related Transactions
-------------------------------------------------------

We currently use approximately 400 square feet of leased office space in the
historic 6418 NE Agate Beach Lane, Bainbridge Island Washington. We lease such
space from David Deering, our President for $200 month which covers the use of
the telephone, office equipment and furniture.


Item 13. Exhibits and Reports on Form 8-K
-----------------------------------------

(a)  The following documents are filed as part of this report:

1.   Financial statements; see index to financial statement and schedules in
     Item 7 herein.

2.   Financial statement schedules; see index to financial statements and
     schedules in Item 7 herein.

3.   Exhibits: None

(b)  Reports on Form 8-K. None


Item 14.  Principal Accountant Fees and Services
--------  --------------------------------------

Audit Fees

For the Company's fiscal year ended December 31, 2003, we were billed
approximately $500 for professional services rendered for the audit of our
financial statements. We also were billed approximately $300 for the review of
financial statements included in our periodic and other reports filed with the
Securities and Exchange Commission for our year ended December 31, 2003,
respectively.

Tax Fees

For the Company's fiscal year ended December 31, 2003, we were billed
approximately $275.00, for professional services rendered for tax compliance,
tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2003.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                       16
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                              Twin Ventures, Ltd.
                              (Registrant)

                              By: /s/ David Deering
                                ------------------------------
                                David Deering, President,
                                Chief Executive Officer
                                and Secretary


Date:  March 17, 2004


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicates.


                              Twin Ventures, Ltd.
                              (Registrant)

                              By: /s/ David Deering
                                ------------------------------
                                David Deering, President,
                                Chief Executive Officer
                                and Secretary

Date:   March 17, 2004



                                       17