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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-KSB

(Mark One)

x Annual Report Pursuant
  To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934 
  For the fiscal year ended December 31, 2004

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

COMMISSION FILE NUMBER 000-50033

MERRITT VENTURES CORP.(Name of small business issuer in its charter)

|NEVADA                                                         | 91-2147049                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

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

|(360) 332-1752            | 
|------------------------- | 
|Issuer's telephone number | 

|Securities registered under Section 12(b) of the Exchange
      Act: |                                     
|-------------------------------------------------------------------- | ------------------------------------
|Title of each class                                                  | Name of exchange on which registered
|None                                                                 | Not Applicable                      

Securities registered under Section 12(g) of the Exchange Act:Common Stock, Par Value $0.001 Per Share(Title of class)

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

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will be contained, to the best of registrant's knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB.  ̈

State issuer's revenues for its most recent fiscal year $NIL.

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by reference to the price at which
  the common equity was sold, or the average bid and asked price of such common
  equity, as of a specified date within the past 60 days. (See definition of affiliate
  in Rule 12b-2 of the Exchange Act.): $243,750 based on a price of $0.10
  per share, being the last price at which shares of common stock weresold by the issuer.

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

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: As of October
  18, 2005, the issuer had 8,337,500 shares of common stock outstanding.

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

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|MERRITT VENTURES CORP.                     
|-------------------------------------------
|                                           
|ANNUAL REPORT ON FORM 10-KSB               
|FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
|                                           
|INDEX                                      

|         |                                                                                                                              | PAGE
|-------- | ---------------------------------------------------------------------------------------------------------------------------- | ----
|PART I   |                                                                                                                              |     
|         |                                                                                                                              |     
|Item 1.  | Description Of
      Business.                                                                                               | 3   
|Item 2.  | Description Of Property.                                                                                                     | 4   
|Item 3.  | Legal Proceedings.                                                                                                           | 5   
|Item 4.  | Submission Of Matters To A Vote
      Of Security Holders.                                                                   | 5   
|         |                                                                                                                              |     
|PART II  |                                                                                                                              |     
|         |                                                                                                                              |     
|Item 5.  | Market For Common Equity And
      Related Stockholder Matters.                                                              | 6   
|Item 6.  | Management's
      Discussion And Analysis Or Plan Of Operation.                                                             | 6   
|Item 7.  | Financial Statements.                                                                                                        | 11  
|Item 8.  | Changes
      In And Disagreements With Accountants On Accounting And Financial Disclosure.                                  | 12  
|
|Item 8A. | Controls and
      Procedures.                                                                                               | 12  
|Item 8B. | Other Information.                                                                                                           | 12  
|         |                                                                                                                              |     
|PART III |                                                                                                                              |     
|         |                                                                                                                              |     
|Item 9.  | Directors, Executive
      Officers, Promoters And Control Persons; Compliance With Section 16(A) Of
      The Exchange Act. | 13  
|
|Item 10. | Executive Compensation                                                                                                       | 14  
|Item 11. | Security
      Ownership Of Certain Beneficial Owners And Management and Related Stockholder
      Matters.                  | 14  
|
|Item 12. | Certain Relationships
      And Related Transactions                                                                         | 16  
|Item 13. | Exhibits.                                                                                                                    | 16  
|Item 14. | Principal Accountant
      Fees and Services                                                                                 | 17  

2

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FORWARD LOOKING STATEMENTS

Certain statements contained in this Annual Report on Form
10-KSB constitute "forward-looking statements. These statements, identified by
words such as plan, "anticipate," "believe," "estimate," "should," "expect"
and similar expressions include our expectations and objectives regarding our
future financial position, operating results and business strategy. These
statements reflect the current views of management with respect to future events
and are subject to risks, uncertainties and other factors that may cause our
actual results, performance or achievements, or industry results, to be
materially different from those described in the forward-looking statements.
Such risks and uncertainties include those set forth under the caption
"Management's Discussion and Analysis or Plan of Operation" and elsewhere in
this Form 10-KSB. We advise you to carefully review the reports and documents we
file from time to time with the Securities and Exchange Commission (SEC),
particularly our quarterly reports on Form 10-QSB and our current reports on
Form 8-K.

As used in this Annual Report, the terms "we", "us", "our",
the Company and Merritt mean Merritt Ventures Corp. unless otherwise
indicated. All dollar amounts in this Annual Report are in U.S. dollars unless
otherwise stated.

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

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

In May of 2004, we acquired an option to purchase up to a 75%
undivided interest in a mineral property located in the Province of British
Columbia, Canada that we referred to as the Claw Property. During the fourth
quarter of 2004, we allowed this option to expire and we no longer have an
interest in the Claw Property.

In November of 2004, we acquired a 100% interest in a mineral
claim located in the Yellow Pine Mining District in Clark County, Nevada that we
refer to as the Ireland Claim. Our plan of operation for the next twelve months
primarily involves conducting preliminary exploration and development work on
this property in order to ascertain whether it possess commercially exploitable
mineral deposits. To date, no commercially viable mineral deposits have been
identified on the Ireland Claim and there is no assurance that any commercially
viable mineral deposits exist on the property.

COMPETITION

We are a mineral resource exploration and development company.
We compete with other mineral resource exploration and development companies for
financing and for the acquisition of new mineral properties. Many of the mineral
resource exploration and development companies with whom we compete have greater
financial and technical resources than us. Accordingly, these competitors may be
able to spend greater amounts on acquisitions of mineral properties of merit, on
exploration of their mineral properties and on development of their mineral
properties. In addition, they may be able to afford greater geological expertise
in the targeting and exploration of mineral properties. This competition could
result in competitors having mineral properties of greater quality and interest
to prospective investors who may finance additional exploration and development.
This competition could adversely impact our ability to finance further
exploration and to achieve the financing necessary for us to develop our mineral
properties.

EMPLOYEES

We have no employees as of the date of this Annual Report on
Form 10-KSB other than our executive officers. We conduct our business largely
through agreements with consultants and arms-length third parties.

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RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research or development expenditures
since our incorporation.

SUBSIDIARIES

We do not have any subsidiaries.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patent or
trademark.

ITEM 2. DESCRIPTION OF PROPERTY.

THE IRELAND CLAIM

Location and Access to the Ireland Claim

The Ireland Claim consists of one unpatented mineral lode claim
situated in the Yellow Pine Mining District in Clark County, Nevada, Section 24
of Township 25 south, range 58 east. A copy of the Certificate of Location filed
with the Clark County recorder is filed as an exhibit to this Annual Report.

The Ireland Claim is located approximately 30 miles southwest
of Las Vegas, Nevada, and approximately 4 miles south of Goodsprings, Nevada on
the eastern slope of the Spring Mountains. Access to the Ireland Claim may be
obtained by traveling southwest along Interstate Highway No. 15 from Las Vegas
to the town of Jean, Nevada. Goodsprings is accessible from Jean by paved road
at a distance of approximately seven miles to the northeast. The Ireland Claim
is approximately four miles south of Goodsprings and may be accessed from
Goodsprings by gravel road.

Ownership Interest

We acquired ownership of the Ireland Claim from Multi Metal
Mining Corp. effective as of November 30, 2004 in exchange for the sum of
$6,000. The full purchase price has been paid to Multi Metal Mining Corp. and,
as such, we are the sole legal and beneficial owners of the Ireland Claim. A
copy of the purchase agreement is attached as an exhibit to this Annual
Report.

Geology of the Ireland Claim

The regional geography of the Spring Mountain Range consists
primarily of Paleozoic sediments that have undergone intense folding accompanied
by faulting. The Yellow Pine Mining District is underlain by a series of
Carboniferous sediments (i.e. relating to the Carboniferous Period) consisting
of limestone, pure crystalline limestone, and dolomite, with occasional
intercalated beds of fine-grained sandstone. These strata have a general west to
southwest dip from 15 to 45 degrees occasionally disturbed by local folds.
Igneous rocks (i.e. rocks formed by solidified magma) are scarce in this region
and are represented chiefly by quartz-monzonite porphyry dikes and sills.

History and Previous Operations on the Ireland Claim

The Ireland Claim is situated in an area that has historically
been known as a well mineralized region.

The history of the area surrounding the Ireland Claim dates
back to 1856 following the investigation of lead ore by Mormon missionaries. The
first ore was smelted in 1857 and a mill was built north of Goodsprings in 1898.
The completion of the San Pedro, Los Angeles and Salt Lake railroad in 1905 and
the recognition of oxidized zinc minerals in the ore found around this location
stimulated the development of mines in this region. The region was the subject
of intermittent mining activity up to around 1964. The area has remained
primarily dormant since 1964. A report on the area from 1931 indicated that
several cars of copper-bearing

4

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lead ore had been previously mined from the area. To our
knowledge, no recent work has been recorded on the Ireland Claim.

The Yellow Pine Mining District has been mined primarily for
lead, zinc and silver. However, an estimated 91,000 ounces of gold has also been
recovered in the region.

Present Condition and Current State of Exploration on the
Ireland Claim

Our proposed program for the Ireland Claim is exploratory in
nature. No mineral reserves have been identified on the Ireland Claim and there
is no assurance that any such reserves will be identified in the future.

In February, 2005, we obtained an engineers report on the
Ireland Claim. A copy of the report is attached as an exhibit to this Annual
Report. The engineer was retained by us to review the available data on the
Ireland Claim and to provide and assessment of the property and, if warranted,
recommend an exploration program. In his report, the engineer recommended that
we conduct a four-phased exploration program of the Ireland Claim.

Phase I of the exploration program would consist of conducting
a VLF electromagnetic survey that traces geological fracture and breccia zones.
VLF electromagnetic surveying employs electromagnetic waves that are generated
at the surface and directed into the earth. When these waves encounter
electrically conductive mineral formations or ore bodies located underground,
they induce currents in the conducting minerals which generate new
electromagnetic waves that are then detected by instruments located at the
surface. Using this method, we can detect the presence of underground mineral
formations and ore bodies. The estimated cost of completing Phase I is
$5,500.

Phase II of the exploration program would consist of conducting
a trench sampling survey of the Ireland Claim. Trench sampling involves dragging
a shovel along the surface in a single direction to create a channel. Material
for the sample is then taken at regular intervals along the channel. This
procedure is repeated with several other channels in different directions until
a suitable sample size has been procured. The estimated cost of completing Phase
II is $8,500.

Phase III of the exploration program would involve conducting a
detailed geological mapping program of the Ireland Claim. The purpose of this
phase of the exploration program would be to identify the geological environment
underling the mineral claims and to produce a detailed mineralization map. The
estimated cost of completing Phase III is $10,000.

Phase IV of the exploration program would consist of diamond
drilling the Ireland Claim in order to obtain core samples of the underground
mineralization. The estimated cost of completing Phase IV is $91,200.

Based upon the recommendations of the engineers report
obtained by us, we intend to proceed with Phase I of the recommended exploration
program sometime in October or November of 2005. Upon completion of Phase I, our
Board of Directors will make a determination whether to proceed with Phase II of
the exploration program. In completing this determination, our Board of
Directors will make an assessment as to whether the results of Phase I are
sufficiently positive to warrant proceeding with the next phase of the
exploration program.

ITEM 3. LEGAL PROCEEDINGS.

We are not currently a party to any material legal proceedings
and, to our knowledge, no such proceedings are threatened or contemplated.

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

No matters were submitted to a vote of our security holders
during the fourth quarter of 2004 and no matters have been submitted to a vote
of our security holders since the end of our 2004 fiscal year.

5

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PART II

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

There is presently no public trading market for our common
stock and we can provide no assurance that a public trading market for our
shares will materialize.

Registered Holders Of Our Common Stock

As of October 18, 2005, there were approximately 58
stockholders of record of our common stock.

Dividends

No cash dividends have been declared with respect to our common
stock since inception. We are not likely to pay any dividends in the foreseeable
future.

Recent Sales Of Unregistered Securities

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

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

PLAN OF OPERATION

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

As of December 31, 2004, the date of our most recently prepared
audited financial statements, we had cash and current assets in the amount of
$15. As of June 30, 2005, the date of our most recently prepared unaudited
interim financial statements, we had cash in the amount of $2,248. We do not
anticipate earning any revenues in the near future. As such, we will require
additional financing in order to proceed with Phase I of our exploration program
and to fund our plan of operation for the next twelve months. We have approved a
private placement offering of up to 1,750,000 shares of our common stock at a
price of $0.10 per share for total potential proceeds of $175,000 (the
Offering). As of the date of filing of this Annual Report, we had received
gross proceeds pursuant to the Offering of $124,000. The majority of these funds
will be used by us to pay for our exploration programs, and pay down our accrued
liabilities. There is no assurance that we will be able to sell the remaining
number of shares offered.

RESULTS OF OPERATIONS

Summary of Year End Results

|         |           | Year Ended December 31
|-------- | --------- | ----------------------
|         |           |                       
|         | 2004      | 2003                  
|Revenue  | $ Nil     | $ Nil                 
|Expenses | (51,000)  | (32,516)              
|Net Loss | $(51,000) | $(32,516)             

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Revenue

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

Expenses

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

|                                     |         | Year Ended December 31
|------------------------------------ | ------- | ----------------------
|                                     |         |                       
|                                     | 2004    | 2003                  
|Professional Fees                    | $34,776 | $20,921               
|Mineral Property and Option Payments | 6,000   | 1,000                 
|Administrative Fees                  | 6,000   | 6,068                 
|Rent                                 | 3,000   | 3,000                 
|Regulatory Fees                      | 950     | 970                   
|Office and Sundry                    | 274     | 557                   
|Exploration Expenses                 | Nil     | Nil                   
|Total                                | $51,000 | $32,516               

The majority of our expenses for the year ended December 31,
2004 consisted of professional fees incurred by us in meeting our ongoing
reporting obligations under federal securities laws.

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

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |                        |                        |                      
|------------------------- | ---------------------- | ---------------------- | ---------------------
|                          |                        |                        | Percentage           
|                          | At Dec.
      31, 2004 | At Dec.
      31, 2003 | Increase / (Decrease)
|Current Assets            | $15                    | $945                   | (98.4)%              
|Current
      Liabilities | (80,139)               | (30,069)               | 166.5%               
|Working Capital Deficit   | $(80,124)              | $(29,124)              | (175.1)%             

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

|Cash Flows                                         |                    |         
|-------------------------------------------------- | ------------------ | --------
|                                                   | Year Ended Dec. 31
|                                                   | 2004               | 2003    
|Net Cash Used In Operating Activities              | $(930)             | $(1,697)
|Net Cash from
      (used in) Financing Activities | Nil.               | Nil.    
|Net Decrease in Cash During Period                 | $(930)             | $(1,697)

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As we had no revenue and obtained no financing during the
fiscal year ended December 31, 2004, we had negative cash flows for the
year.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

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

RISKS AND UNCERTAINTIES

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

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

Obtaining additional financing would be subject to a number of
factors, the known material factors being market prices for gold and silver,
investor acceptance of our mineral claims, and investor sentiment. These factors
may make the timing, amount, terms or conditions of additional financing
unavailable to us.

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

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

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

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

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

We were incorporated on February 20, 2001 and, to date, have
been involved primarily in organizational activities, the acquisition of mineral
claims and the exploration and development on these claims. We have

8

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not earned any revenues as of the date of this Annual Report.
Potential investors should be aware of the difficulties normally encountered by
new mineral exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

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

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

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

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

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

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

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

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

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

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

9

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

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

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

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

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

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

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

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

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

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

10

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ITEM 7. FINANCIAL STATEMENTS.

Index to Financial Statements:

|1. | Report
        of Independent Registered Public Accounting Firm;                     
|-- | -------------------------------------------------------------------------------------
|   |                                                                                      
|2. | Audited
        Financial Statements for the year ended December 31, 2004, including:
|   |                                                                                      
|   | a.                                                                                   
|   |                                                                                      
|   | b.                                                                                   
|   |                                                                                      
|   | c.                                                                                   
|   |                                                                                      
|   | d.                                                                                   
|   |                                                                                      
|   | e.                                                                                   

11

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MERRITT VENTURES CORP.(An Exploration Stage Company)

Financial Statements 
  (Stated In U.S. Dollars)

December 31, 2004

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of 
  Merritt Ventures Corp.(An Exploration Stage Company)

We have audited the accompanying balance sheet of Merritt
  Ventures Corp. (the Company) (an Exploration Stage Company)
  as at December 31, 2004, the related statements of operations, stockholders
  equity (deficiency) and cash flows for the year ended December 31, 2004 and
  for the period from February 20, 2001 (inception) to December 31, 2004. 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 did not audit the Companys financial statements as of
  and for the year ended December 31, 2003, and the cumulative data from February
  20, 2001 (inception) to December 31, 2003 in the statements of operations, stockholders
  equity (deficiency) and cash flows, which were audited by other auditors whose
  report, dated June 16, 2004, which expressed an unqualified opinion, has been
  furnished to us. Our opinion, insofar as it relates to the amounts included
  for cumulative data from February 20, 2001 (inception) to December 31, 2003,
  is based solely on the report of the other auditors.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform an 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 Merritt Ventures
  Corp. (an Exploration Stage Company) as at December 31, 2004 and the results
  of its operations and its cash flows for the year then ended, and for the period
  from inception from February 20, 2001 (inception) to December 31, 2004 in conformity
  with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 1 to the
  financial statements, the Company has suffered recurring losses and net cash
  outflows from operations since inception. These factors raise substantial doubt
  about the Companys ability to continue as a going concern. Managements
  plans in regard to these matters are also described in Note 1. These financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

"Telford Sadovnick PLLC"
  TELFORD SADOVNICK, P.L.L.C.

CERTIFIED PUBLIC ACCOUNTANTS

Bellingham, Washington 
  May 18, 2005

F-2

---

|MERRITT VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|BALANCE SHEETS                
|(Stated in U.S. Dollars)      

|                                                                     |   | December 31 |  
|-------------------------------------------------------------------- | - | ----------- | -
|                                                                     |   | 2004        |  
|ASSETS                                                               |   |             |  
|                                                                     |   |             |  
|Current                                                              |   |             |  
|Cash                                                                 | $ | 15          |  
|                                                                     |   |             |  
|LIABILITIES                                                          |   |             |  
|                                                                     |   |             |  
|Current                                                              |   |             |  
|Accounts payable
      and accrued liabilities                       | $ | 80,139      |  
|                                                                     |   |             |  
|STOCKHOLDERS DEFICIENCY                                             |   |             |  
|                                                                     |   |             |  
|Share Capital                                                        |   |             |  
|Authorized:                                                          |   |             |  
|100,000,000 common voting stock with a par value of
      $0.001 per |   |             |  
|share                                                                |   |             |  
|                                                                     |   |             |  
|Issued:                                                              |   |             |  
|7,437,500 common stock (7,437,500
      in 2003)                     |   | 7,438       |  
|                                                                     |   |             |  
|Additional paid-in
      capital                                     |   | 61,312      |  
|                                                                     |   |             |  
|Deficit Accumulated During The Exploration
      Stage               |   | (148,874    | )
|                                                                     |   | (80,124     | )
|                                                                     | $ | 15          |  

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

F-3

---

|MERRITT VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|STATEMENTS OF OPERATIONS      
|(Stated in U.S. Dollars)      

|                                           |   |             |  |   |             |  |   |           |  |   | Cumulative  | 
|------------------------------------------ | - | ----------- |  | - | ----------- |  | - | --------- |  | - | ----------- | 
|                                           |   |             |  |   |             |  |   |           |  |   | Period From | 
|                                           |   |             |  |   |             |  |   |           |  |   | February 20 | 
|                                           |   |             |  |   |             |  |   |           |  |   | 2001        | 
|                                           |   |             |  |   |             |  |   |           |  |   | (Inception) | 
|                                           |   | Year Ended  |  |   | To          | 
|                                           |   | December 31 |  |   | December 31 | 
|                                           |   | 2004        |  |   | 2003        |  |   | 2002      |  |   | 2004        | 
|                                           |   |             |  |   |             |  |   |           |  |   |             | 
|Revenue                                    | $ | -           |  | $ | -           |  | $ | -         |  | $ | -           | 
|                                           |   |             |  |   |             |  |   |           |  |   |             | 
|Expenses                                   |   |             |  |   |             |  |   |           |  |   |             | 
|Professional fees                          |   | 34,776      |  |   | 20,921      |  |   | 32,194    |  |   | 97,778      | 
|Mineral property
      and option payments |   | 6,000       |  |   | 1,000       |  |   | -         |  |   | 8,000       | 
|Administrative fees                        |   | 6,000       |  |   | 6,068       |  |   | 6,500     |  |   | 18,568      | 
|Rent                                       |   | 3,000       |  |   | 3,000       |  |   | 2,750     |  |   | 10,150      | 
|Regulatory fees                            |   | 950         |  |   | 970         |  |   | 1,229     |  |   | 3,149       | 
|Office and sundry                          |   | 274         |  |   | 557         |  |   | 1,894     |  |   | 3,373       | 
|Exploration expenses                       |   | -           |  |   | -           |  |   | 4,746     |  |   | 7,856       | 
|                                           |   |             |  |   |             |  |   |           |  |   |             | 
|Net Loss For The
      Period              | $ | 51,000      |  | $ | 32,516      |  | $ | 49,313    |  | $ | 148,874     | 
|                                           |   |             |  |   |             |  |   |           |  |   |             | 
|                                           |   |             |  |   |             |  |   |           |  |   |             | 
|Basic And Diluted Loss Per Share           | $ | 0.01        |  | $ | 0.01        |  | $ | 0.01      |  |   |             | 
|                                           |   |             |  |   |             |  |   |           |  |   |             | 
|                                           |   |             |  |   |             |  |   |           |  |   |             | 
|Weighted Average Number Of Shares          |   |             |  |   |             |  |   |           |  |   |             | 
|Outstanding                                |   | 7,437,500   |  |   | 7,437,500   |  |   | 7,437,500 |  |   |             | 

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

F-4

---

|MERRITT VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|STATEMENTS OF CASH FLOWS      
|(Stated in U.S. Dollars)      

|                                                    |   |             |   |   |             |   |   |         |   |   | Cumulative  |  
|--------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------- | - | - | ----------- | -
|                                                    |   |             |   |   |             |   |   |         |   |   | Period From |  
|                                                    |   |             |   |   |             |   |   |         |   |   | February 20 |  
|                                                    |   |             |   |   |             |   |   |         |   |   | 2001        |  
|                                                    |   |             |   |   |             |   |   |         |   |   | (Inception) |  
|                                                    |   | Year Ended  |   |   | To          |  
|                                                    |   | December 31 |   |   | December 31 |  
|                                                    |   | 2004        |   |   | 2003        |   |   | 2002    |   |   | 2004        |  
|                                                    |   |             |   |   |             |   |   |         |   |   |             |  
|Cash provided by (used in):                         |   |             |   |   |             |   |   |         |   |   |             |  
|Operating Activities                                |   |             |   |   |             |   |   |         |   |   |             |  
|Net loss for the
      period                       | $ | (51,000     | ) | $ | (32,516     | ) | $ | (49,313 | ) | $ | (148,874    | )
|                                                    |   |             |   |   |             |   |   |         |   |   |             |  
|Changes in non-cash
      operating working capital |   |             |   |   |             |   |   |         |   |   |             |  
|items:                                              |   |             |   |   |             |   |   |         |   |   |             |  
|Accounts payable and accrued liabilities            |   | 50,070      |   |   | 30,069      |   |   | (1,500  | ) |   | 80,139      |  
|Change
      in due to shareholder                  |   | -           |   |   | -           |   |   | (1,000  | ) |   | -           |  
|Prepaid expenses                                    |   | -           |   |   | 750         |   |   | (750    | ) |   | -           |  
|                                                    |   |             |   |   |             |   |   |         |   |   |             |  
|                                                    |   | (930        | ) |   | (1,697      | ) |   | (52,563 | ) |   | (68,735     | )
|                                                    |   |             |   |   |             |   |   |         |   |   |             |  
|Financing Activities                                |   |             |   |   |             |   |   |         |   |   |             |  
|Issuance of common stock                            |   | -           |   |   | -           |   |   | -       |   |   | 68,750      |  
|                                                    |   |             |   |   |             |   |   |         |   |   |             |  
|(Decrease) Increase In Cash                         |   | (930        | ) |   | (1,697      | ) |   | (52,563 | ) |   | 15          |  
|                                                    |   |             |   |   |             |   |   |         |   |   |             |  
|Cash, Beginning
      Of Period                     |   | 945         |   |   | 2,642       |   |   | 55,205  |   |   | -           |  
|                                                    |   |             |   |   |             |   |   |         |   |   |             |  
|Cash, End Of Period                                 | $ | 15          |   | $ | 945         |   | $ | 2,642   |   | $ | 15          |  
|                                                    |   |             |   |   |             |   |   |         |   |   |             |  
|                                                    |   |             |   |   |             |   |   |         |   |   |             |  
|Supplemental Disclosure Of Cash Flow Information    |   |             |   |   |             |   |   |         |   |   |             |  
|Cash paid during the period for:                    |   |             |   |   |             |   |   |         |   |   |             |  
|Interest paid                                       | $ | -           |   | $ | -           |   | $ | -       |   | $ | -           |  
|Income taxes paid                                   |   | -           |   |   | -           |   |   | -       |   |   | -           |  

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

F-5

---

|MERRITT VENTURES CORP.                                              
|--------------------------------------------------------------------
|(An Exploration Stage Company)                                      
|                                                                    
|STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)                      
|(Stated in U.S. Dollars)                                            
|                                                                    
|PERIOD FROM FEBRUARY 20, 2001 (INCEPTION) TO DECEMBER
      31, 2004

|                                 |  |              |  |   |             |  |   |            |  |   | Deficit     |   |   |         |  
|-------------------------------- |  | ------------ |  | - | ----------- |  | - | ---------- |  | - | ----------- | - | - | ------- | -
|                                 |  | Common Stock |  |   | Accumulated |  |   |            | 
|                                 |  |              |  |   |             |  |   | Additional |  |   | During The  |   |   |         |  
|                                 |  |              |  |   |             |  |   | Paid-In    |  |   | Exploration |   |   |         |  
|                                 |  | Shares       |  |   | Amount      |  |   | Capital    |  |   | Stage       |   |   | Total   |  
|                                 |  |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Stock issued for cash at $0.001  |  | 5,000,000    |  | $ | 5,000       |  | $ | -          |  | $ | -           |   | $ | 5,000   |  
|Stock issued for cash at $0.01   |  | 2,000,000    |  |   | 2,000       |  |   | 18,000     |  |   | -           |   |   | 20,000  |  
|Stock issued for cash at $0.10   |  | 437,500      |  |   | 438         |  |   | 43,312     |  |   | -           |   |   | 43,750  |  
|Net loss                         |  | -            |  |   | -           |  |   | -          |  |   | (16,045     | ) |   | (16,045 | )
|                                 |  |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, December 31, 2001       |  | 7,437,500    |  |   | 7,438       |  |   | 61,312     |  |   | (16,045     | ) |   | 52,705  |  
|                                 |  |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss                         |  | -            |  |   | -           |  |   | -          |  |   | (49,313     | ) |   | (49,313 | )
|                                 |  |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, December 31, 2002       |  | 7,437,500    |  |   | 7,438       |  |   | 61,312     |  |   | (65,358     | ) |   | 3,392   |  
|                                 |  |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss                         |  | -            |  |   | -           |  |   | -          |  |   | (32,516     | ) |   | (32,516 | )
|                                 |  |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, December 31, 2003       |  | 7,437,500    |  |   | 7,438       |  |   | 61,312     |  |   | (97,874     | ) |   | (29,124 | )
|                                 |  |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss                         |  | -            |  |   | -           |  |   | -          |  |   | (51,000     | ) |   | (51,000 | )
|                                 |  |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, December
      31, 2004 |  | 7,437,500    |  | $ | 7,438       |  | $ | 61,312     |  | $ | (148,874    | ) | $ | (80,124 | )

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

F-6

---

|MERRITT VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|(Stated in U.S. Dollars)      
|                              
|DECEMBER 31, 2004             

|1. | OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Merritt Ventures Corp. (the Company) was
        incorporated in the State of Nevada, U.S.A., on February 20, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company has been in the exploration stage since
        its formation and has not yet realized any revenues from its planned operations.
        It is primarily engaged in the acquisition and exploration of mining properties.
        Upon location of a commercial minable reserve, the Company expects to
        actively prepare the site for its extraction and enter a development stage.                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The accompanying financial statements have been prepared
        assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | As shown in the accompanying financial statements, the
        Company has incurred a net loss of $148,874 for the period from February
        20, 2001 (inception) to December 31, 2004, and has no sales. The future
        of the Company is dependent upon its ability to obtain financing and upon
        future profitable operations from the development of its mineral properties.
        Management has plans to seek additional capital through a private placement
        and public offering of its common stock. The financial statements do not
        include any adjustments relating to the recoverability and classification
        of recorded assets, or the amounts of and classification of liabilities
        that might be necessary in the event the Company cannot continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The financial statements of the Company have been prepared
        in accordance with generally accepted accounting principles in the United
        States. Because a precise determination of many assets and liabilities
        is dependent upon future events, the preparation of financial statements
        for a period necessarily involves the use of estimates which have been
        made using careful judgement.                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Exploration Stage Enterprise                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Companys financial statements are prepared
        using the accrual method of accounting and according to the provisions
        of Statement of Financial Accounting Standards No. 7 (SFAS 7),
        Accounting and Reporting for Development Stage Enterprises,
        as it devotes substantially all of its efforts to acquiring and exploring
        mineral properties. Until such properties are acquired and developed,
        the Company will continue to prepare its financial statements and related
        disclosures in accordance with entities in the exploration stage.                                                                                                                                                                                                                   

F-7

---

|MERRITT VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|(Stated in U.S. Dollars)      
|                              
|DECEMBER 31, 2004             

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Mineral Property Option Payments and Exploration
        Expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company follows a policy of expensing exploration
        expenditures until a production decision is made in respect of the project
        and the Company is reasonably assured that it will receive regulatory
        approval to permit mining operations which may include the receipt of
        a legally binding project approval certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Management periodically reviews the carrying value of
        its investments in mineral leases and claims with internal and external
        mining related professionals. A decision to abandon, reduce or expand
        a specific project is based upon many factors including general and specific
        assessments of mineral deposits, anticipated future mineral prices, anticipated
        future costs of exploring, developing and operating a production mine,
        the expiration term and ongoing expenses of maintaining mineral properties
        and the general likelihood that the Company will continue exploration
        on such project. The Company does not set a pre-determined holding period
        for properties with unproven deposits, however, properties which have
        not demonstrated suitable metal concentrations at the conclusion of each
        phase of an exploration program are re-evaluated to determine if future
        exploration is warranted, whether there has been any impairment in value
        and that their carrying values are appropriate.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | If an area of interest is abandoned or it is determined
        that its carrying value cannot be supported by future production or sale,
        the related costs are charged against operations in the year of abandonment
        or determination of value. The amounts recorded as mineral leases and
        claims represent costs to date and do not necessarily reflect present
        or future values.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Companys exploration activities and proposed
        mine development are subject to various laws and regulations governing
        the protection of the environment. These laws are continually changing,
        generally becoming more restrictive. The Company has made, and expects
        to make in the future, expenditures to comply with such laws and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The accumulated costs of properties that are developed
        on the stage of commercial production will be amortized to operations
        through unit-of-production depletion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Regulatory Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company and its mineral property interest is subject
        to a variety of federal and state regulations governing land use, health,
        safety and environmental matters. The Companys management believes
        it has been in substantial compliance with all such regulations, and is
        unaware of any pending action or proceeding relating to regulatory matters
        that would affect the financial position of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Impaired Asset Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company periodically reviews its long-lived assets
        when applicable to determine if any events or changes in circumstances
        have transpired which indicate that the carrying value of its assets may
        not be recoverable, pursuant to guidance established in Statement of Financial
        Accounting Standards No. 144 (SFAS 144), Accounting
        for the Impairment or Disposal of Long-lived Assets. The Company
        determines impairment by comparing the undiscounted future cash flows
        estimated to be generated by its assets to their respective carrying amounts.
        If impairment is deemed to exist, the assets will be written down to fair
        value.                                                                                                                                                                                                                                                                                                                                                                                               

F-8

---

|MERRITT VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|(Stated in U.S. Dollars)      
|                              
|DECEMBER 31, 2004             

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Cash consists of cash on deposit with high
        quality major financial institutions, and to date has not experienced
        losses on any of its balances. The carrying amounts approximated fair
        market value due to the liquidity of these deposits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The preparation of financial statements in
        conformity with generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities, and disclosure of contingent assets and liabilities
        at the date of the financial statements, and the reported amounts of revenues
        and expenses for the reporting period. Actual results could differ from
        these estimates.                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Companys functional currency is
        the U.S. dollar. Transactions in foreign currency are translated into
        U.S. dollars as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company has adopted Statement of Financial
        Accounting Standards No. 109 (SFAS 109), Accounting
        for Income Taxes. This standard requires the use of an asset and
        liability approach for financial accounting, and reporting on income taxes.
        If it is more likely than not that some portion or all of a deferred tax
        asset will not be realized, a valuation allowance is recognized.                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Basic and Diluted Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In accordance with Financial Accounting Standards
        Board (FASB) Statement of Financial Accounting Standard No.
        128 (SFAS 128), Earnings Per Share, the basic
        loss per common share is computed by dividing net loss available to common
        stockholders by the weighted average number of common shares outstanding.
        Diluted loss per common share is computed similar to basic loss per common
        share except that the denominator is increased to include the number of
        additional common shares that would have been outstanding if the potential
        common shares had been issued and if the additional common shares were
        dilutive. At December 31, 2004, the Company has no stock equivalents that
        were anti-dilutive and excluded in the earnings per share computation.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Revenue from the sale of minerals is recognized
        when the risks and rewards of ownership pass to the purchaser, including
        delivery of the product the selling price is fixed or determinable and
        collectibility is reasonably assured. Settlement adjustments, if any,
        are reflected in revenue when the amounts are known.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-9

---

|MERRITT VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|(Stated in U.S. Dollars)      
|                              
|DECEMBER 31, 2004             

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company accounts for employee stock-based compensation
        using the intrinsic value method prescribed in Accounting Principles Board
        Opinion (APB) No. 25 (APB 25), Accounting
        for Stock Issued to Employees, and related interpretations. Accordingly,
        compensation cost for stock options is measured as the excess, if any,
        of the fair value of the Companys common stock at the date of the
        grant over the amount an employee must pay to acquire the common stock.
        Non-employee stock- based compensation is accounted for using the fair
        value method in accordance with Statement of Financial Accounting Standard
        No. 123 (SFAS 123), Accounting for Stock-based Compensation.                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Companys financial instruments consist of
        cash on deposit and accounts payable and accrued liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Management of the Company does not believe that the
        Company is subject to significant interest, currency or credit risks arising
        from these financial instruments. The respective carrying values of financial
        instruments approximate their fair values. Fair values were assumed to
        approximate carrying values since they are short-term in nature or they
        are receivable or payable on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company has adopted Statement of Financial Accounting
        Standards No. 130 (SFAS 130), Reporting Comprehensive
        Income, which establishes standards for reporting and display of
        comprehensive income, its components and accumulated balances. When applicable,
        the Company would disclose this information on its Statement of Stockholders
        Equity. Comprehensive income comprises equity except those resulting from
        investments by owners and distributions to owners. The Company has not
        had any significant transactions that are required to be reported in other
        comprehensive income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company has adopted Statement of Financial Accounting
        Standards No. 143 (SFAS 143), Accounting for Asset Retirement
        Obligations, which requires that an asset retirement obligation
        (ARO) associated with the retirement of a tangible long-lived
        asset be recognized as a liability in the period in which it is incurred
        and becomes determinable, with an offsetting increase in the carrying
        amount of the associated asset. The cost of the tangible asset, including
        the initially recognized ARO, is depleted, such that the cost of the ARO
        is recognized over the useful life of the asset. The ARO is recorded at
        fair value, and accretion expense is recognized over time as the discounted
        liability is accreted to its expected settlement value. The fair value
        of the ARO is measured using expected future cash flow, discounted at
        the Companys credit-adjusted risk-free interest rate. To date, no
        significant asset retirement obligation exists due to the early stage
        of exploration. Accordingly, no liability has been recorded.

F-10

---

|MERRITT VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|(Stated in U.S. Dollars)      
|                              
|DECEMBER 31, 2004             

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Environmental Protection and Reclamation
        Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The operations of the Company have been, and
        may in the future be affected from time to time in varying degrees by
        changes in environmental regulations, including those for future removal
        and site restorations costs. Both the likelihood of new regulations and
        their overall effect upon the Company may vary from region to region and
        are not predictable.                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Environmental expenditures that relate to
        ongoing environmental and reclamation programs are charged against statements
        of operations as incurred or capitalized and amortized depending upon
        their future economic benefits. The Company does not currently anticipate
        any material capital expenditures for environmental control facilities
        because its property holding is at an early stage of exploration.                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Intangible Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company has adopted Statement of Financial
        Accounting Standards No. 142 (SFAS 142), Goodwill and
        Other Intangible Assets, which requires that goodwill and intangible
        assets with indefinite life are not amortized but rather tested at least
        annually for impairment. Intangible assets with a definite life are required
        to be amortized over their useful life. The Company does not have any
        goodwill nor intangible assets with indefinite or definite life since
        inception.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Advertising Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Advertising costs are expensed as incurred.
        No advertising costs were incurred in fiscal years 2004 or 2003, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | RECENT ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-11

---

|MERRITT VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|(Stated in U.S. Dollars)      
|                              
|DECEMBER 31, 2004             

|3. | RECENT ACCOUNTING PRONOUNCEMENTS(Continued)
|-- | -------------------------------------------
|   |                                            
|   | b)                                         
|   |                                            
|   | c)                                         
|   |                                            
|4. | MINERAL EXPLORATION PROPERTY               
|   |                                            
|   | a)                                         
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            

F-12

---

|MERRITT VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|(Stated in U.S. Dollars)      
|                              
|DECEMBER 31, 2004             

|4. | MINERAL EXPLORATION PROPERTY(Continued)                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                           
|5. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company approved a private placement offering
        of 500,000 shares to be issued at a price of $0.10 for total potential
        proceeds of $50,000 (the Offering). The proceeds of the Offering
        will be used by the Company to fund its mineral acquisitions and work
        programs and for general corporate purposes. This Offering had not closed
        or been completed by December 31, 2004
|   |                                                                                                                                                                                                                                                                                                                                                                                                                           
|6. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                           

| |                                             |   | 2004    |   |   | 2003    |  
| | ------------------------------------------- | - | ------- | - | - | ------- | -
| |                                             |   |         |   |   |         |  
| | Computed expected (benefit of) income taxes | $ | (17,340 | ) | $ | (11,055 | )
| |                                             |   |         |   |   |         |  
| | Increase in valuation allowance             |   | 17,340  |   |   | 11,055  |  
| |                                             | $ | -       |   | $ | -       |  

| | b) | Significant components of the Companys deferred
        income tax assets are as follows:
| | -- | ------------------------------------------------------------------------------------------

| |                                               |   | 2004    |   |   | 2003    |  
| | --------------------------------------------- | - | ------- | - | - | ------- | -
| |                                               |   |         |   |   |         |  
| | Total income tax operating loss carry forward | $ | 148,874 |   | $ | 97,874  |  
| |                                               |   |         |   |   |         |  
| | Statutory tax rate                            |   | 34%     |   |   | 34%     |  
| |                                               |   |         |   |   |         |  
| | Deferred income tax asset                     |   | 50,617  |   |   | 33,277  |  
| |                                               |   |         |   |   |         |  
| | Valuation allowance                           |   | (50,617 | ) |   | (33,277 | )
| |                                               | $ | -       |   | $ | -       |  

F-13

---

|MERRITT VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|(Stated in U.S. Dollars)      
|                              
|DECEMBER 31, 2004             

|6. | INCOME TAXES(Continued)
|-- | -----------------------
|   |                        
|   | c)                     

| |                                                     |   | Income Tax Operating Loss Carry Forward | 
| | --------------------------------------------------- | - | --------------------------------------- | 
| |                                                     |   | Amount                                  | 
| |                                                     |   |                                         | 
| | 2001                                                | $ | 16,045                                  | 
| | 2002                                                |   | 49,313                                  | 
| | 2003                                                |   | 32,516                                  | 
| | 2004                                                |   | 51,000                                  | 
| |                                                     |   |                                         | 
| | Total income tax
      operating loss carry forward | $ | 148,874                                 | 

|7. | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                             
|   | The Company has no significant commitments
        or contractual obligations with any parties respecting executive compensation,
        consulting arrangements or other matters. Rental of premises is on a month-to-month
        basis.
|   |                                                                                                                                                                                                                                             
|8. | SUBSEQUENT EVENTS                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                          

F-14

---

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

None.

ITEM 8A. CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our
management carried out an evaluation, under the supervision and with the
participation of our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the Exchange Act)). Based on this evaluation,
our principal executive officer and principal financial officer have concluded
that our disclosure controls and procedures are, as of the date covered by this
Annual Report, effective to ensure that the information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC
rules and forms.

Changes In Internal Controls Over Financial
Reporting

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

ITEM 8B. OTHER INFORMATION.

Acquisition of Ireland Claim

Effective November 30, 2004, we acquired a 100% interest in the
Ireland Claim from the locator of that claim, Multi Metal Mining Corp., at a
purchase price of $6,000. The Ireland Claim is located in the Yellow Pine Mining
District in Clark County, Nevada. A copy of the purchase agreement is attached
as an exhibit to this Annual Report.

Reports on Form 8-K

The following Current Reports on Form 8-K have been filed by us
since the end of our third quarter for our fiscal year ended December 31, 2004:

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

12

---

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth the names and positions of our
officers and directors as of the date hereof:

|Name                   | Age | Positions                                              
|---------------------- | --- | -------------------------------------------------------
|Lorrie Ann Archibald   | 37  | President, Chief Executive Officer and a
      Director
|Gordon F. Burley       | 67  | Treasurer, Chief Financial Officer and a
      Director
|Christian Adolf Rommel | 38  | Secretary                                              

Lorrie Ann Archibald: Ms. Archibald is our President and
Chief Executive Officer and is a member of our Board of Directors. Ms. Archibald
was appointed to our Board of Directors and as our President and Chief Executive
Officer on February 20, 2001.

Ms. Archibald served as a stockbrokers sales assistant at
Continental Securities (which later became Yorkton Securities) from December of
1988 to September of 1992. From September of 1992 to February of 1999 Ms.
Archibald was a registered representative with Canaccord Capital Corp.
(Investment Dealers). During the period from January 1997 to October 1998 she
was also licensed with First Securities, a member of the NASD. During the period
from December 1998 to her current employment with the Company, she was a
self-employed investor. Since July of 2001 she has served as President and a
Director of Nubio Ventures Inc., a non-reporting mineral exploration company
that trades on the pink sheets. In June of 2001 she obtained a free miners
license in the Province of British Columbia, Canada and since that date has been
involved in the acquisition and disposition of mineral claims in British
Columbia.

Gordon Fredrick Burley: Mr. Burley is our Treasurer and
Chief Financial Officer and is a member of our Board of Directors. Mr. Burley
was appointed to our Board of Directors and as Treasurer and Chief Financial
Officer on February 20, 2001.

From November 1, 1996 to August, 2005, Mr. Burley served as a
purchasing agent for LNS Services Ltd. LNS Services Ltd. is a design engineering
construction company. Mr. Burley retired from his position at LNS Services Ltd.
in August, 2005.

Christian Adolf Rommel: Mr. Rommel was appointed as our
Secretary effective November 17, 2004. Since 1996, Mr. Rommel has owned and
operated Rommel Homes Ltd., a builder of custom residential housing in British
Columbia, Canada on a full-time basis.

TERMS OF OFFICE

Our directors are appointed for a one-year term to hold office
until the next annual general meeting of our shareholders or until removed from
office in accordance with our bylaws. Our officers are appointed by our Board of
Directors and hold office until removed by the Board.

SIGNIFICANT EMPLOYEES

We have no significant employees other than the officers and
directors described above.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more than ten percent
of our equity securities (collectively, Reporting Persons), to file reports of
ownership and changes in ownership with the SEC. Reporting Persons are required
by SEC regulation to furnish us with copies of all Section 16(a) forms they
file. Based on our review of the copies of such forms

13

---

received by us, there were no Reporting Persons who failed to
file on a timely basis, reports required by section 16(a) of the Exchange
Act.

AUDIT COMMITTEE

We are not a listed issuer and as such our board of directors
is not required to maintain a separately-designated standing audit committee. As
a result, our entire Board of Directors acts as our audit committee. Our Board
of Directors has determined that we do not presently have a director who meets
the definition of an audit committee financial expert. We believe that the
cost related to appointing a financial expert to our Board of Directors at this
time is prohibitive

CODE OF ETHICS

We adopted a Code of Ethics applicable to our officers and
directors which is a "code of ethics" as defined by applicable rules of the SEC.
If we make any amendments to our Code of Ethics other than technical,
administrative, or other non-substantive amendments, or grant any waivers,
including implicit waivers, from a provision of our Code of Ethics to our Chief
Executive Officer, Chief Financial Officer, or certain other finance executives,
we will disclose the nature of the amendment or waiver, its effective date and
to whom it applies in a current report on Form 8-K filed with the SEC.

ITEM 10. EXECUTIVE COMPENSATION.

COMPENSATION OF EXECUTIVE OFFICERS

Since our inception on February 20, 2001, no compensation has
been awarded to, earned by or paid to our executive officers by us or any other
persons.

STOCK OPTION GRANTS

Since our inception on February 20, 2001, we have not granted
any stock options or stock appreciation rights to any of our executive
officers.

LONG-TERM INCENTIVE PLANS

We do not have any long-term incentive plans, pension plans, or
similar compensatory plans for our directors or executive officers.

COMPENSATION OF DIRECTORS

We have no arrangements for the compensation of any of our
directors.

EMPLOYMENT CONTRACTS

We have no employment contracts, termination of employment or
change-in-control arrangements with any of our executive officers or
directors.

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

EQUITY COMPENSATION PLANS

We have no equity compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance.

14

---

Equity Compensation Plan Information

Plan Category
    Number of
      Securities to be Issued Upon Exercise of Outstanding Options,
      Warrants and Rights (a)
    Weighted-Average Exercise Price of Outstanding Options,
      Warrants and Rights (b)
    Number of Securities Remaining
      Available for Future Issuance Under Equity Compensation Plans
      (Excluding Securities Reflected in column (a)) (c)Equity Compensation Plans
      Approved By Security Holders
    Not Applicable
    Not Applicable
    Not ApplicableEquity Compensation Plans Not
      Approved By Security Holders
    Not Applicable
    Not Applicable
    Not Applicable


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of October 18,
2005 by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors
and each of our named executive officers, and (iii) officers and directors as a
group. Unless otherwise indicated, the shareholders listed possess sole voting
and investment power with respect to the shares shown.

Title of Class
      Name and Address of
      Beneficial Owner
    Number of Shares of
      Common Stock
    Percentage of Common
      Stock(1)DIRECTORS AND OFFICERSCommon Stock
      Lorrie Ann Archibald 
        Director, President and 
        Chief Executive Officer 
        1745 Larkhall Crescent
        North Vancouver, BC, Canada
        V7H 2Z3
    2,500,000
    30%Common Stock
      Gordon F. Burley 
        Director, Treasurer and 
        Chief Financial Officer 
        #603 - 3600 Windcrest Drive
        North Vancouver, BC, Canada
        V7G 2S5
    2,500,000
    30%Common Stock
      Christian Adolf Rommel 
        Secretary 
        823 East Keith Road
        North Vancouver, BC, Canada
        V7L 1W8
    None
    Nil.Common Stock
      All Officers and Directors as a Group
        
        (3 persons)
    5,000,000
    60%5%
      SHAREHOLDERSCommon Stock
      Lorrie Ann Archibald 
        Director, President and 
        Chief Executive Officer 
        1745 Larkhall Crescent
        North Vancouver, BC, Canada
        V7H 2Z3
    2,500,000
    30%Common Stock
      Gordon F. Burley 
        Director, Treasurer and 
        Chief Financial Officer 
        #603 - 3600 Windcrest Drive
        North Vancouver, BC, Canada
        V7G 2S5
    2,500,000
    30%


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15

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CHANGES IN CONTROL

We are not aware of any arrangement which may result in a
change in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None of the following persons has any direct or indirect
material interest in any transaction to which we were or are a party during the
past two years, or in any proposed transaction to which we propose to be a
party:

|(1) | any director or officer;                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                         
|(2) | any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our common
      stock; or
|    |                                                                                                                                                         
|(3) | any immediate relative or spouse of any of the foregoing
      persons.                                                                                 

|ITEM 13. | EXHIBITS.                                                                                                                                                               
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit  |                                                                                                                                                                         
|Number   | Description of Exhibit                                                                                                                                                  
|3.1      | Articles of Incorporation.(1)                                                                                                                                           
|3.2      | Bylaws.(1)                                                                                                                                                              
|10.1     | Option Agreement between International
      Arimex Resources Inc. and the Company to acquire a 75% undivided interest
      in the Claw Property, dated May 5, 2004.(2)
|
|10.2     | Amendment No. 1 to Option Agreement
      between International Arimex Resources Inc. and the Company, dated August
      18, 2004.(3)                                  
|
|10.3     | Purchase Agreement
      between Multi Metal Mining Corp. and the Company, dated November 30, 2004.                                                                     
|
|14.1     | Code of Ethics.(3)                                                                                                                                                      
|31.1     | Certification
      of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.                                                     
|
|31.2     | Certification
      of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.                                                     
|
|32.1     | Certification
      of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.      
|
|32.2     | Certification
      of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.      
|
|99.1     | Certificate of Location
      for the Ireland Claim.                                                                                                                    
|99.2     | Report on the Ireland
      Property by W.G. Timmins, P.Eng, dated February 1, 2005.                                                                                    

| | (1) | Previously filed as an Exhibit to our Form SB-2
      registration statement originally filed on April 18, 2002, as
    amended.
| | --- | --------------------------------------------------------------------------------------------------------------------------------
| | (2) | Previously filed as an Exhibit to our Current Report on
      Form 8-K filed on May 21, 2004.                                   
| | (3) | Filed as an Exhibit to our Annual Report on Form 10-KSB
      filed with the SEC on September 28, 2004.                         

16

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The aggregate fees billed for the two most recently completed
fiscal years ended December 31, 2004 for professional services rendered by the
principal accountant for the audit of the Corporations annual financial
statements and review of the financial statements included our quarterly reports
on Form 10-QSB and services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods were as follows:

Year Ended December 31, 2004
    Year Ended December 31, 2003Audit Fees
    $11,950
    $2,500Audit Related Fees
    Nil
    NilTax
      Fees
    Nil
    NilAll
      Other Fees
    Nil
    $1,500Total
    $11,950
    $4,000


17

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      | MERRITT VENTURES CORP.               
|----- | -------------------------------------
|      |                                      
|      |                                      
|By:   | /s/ Lorrie Ann
      Archibald       
|      | LORRIE ANN ARCHIBALD                 
|      | Chief Executive Officer and President
|      | (Principal Executive Officer)        
|      |                                      
|Date: | October 18, 2005                     

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

|By:   | /s/ Lorrie Ann
      Archibald       
|----- | -------------------------------------
|      | LORRIE ANN ARCHIBALD                 
|      | President and Chief Executive Officer
|      | (Principal Executive Officer)        
|      |                                      
|Date: | October 18, 2005                     
|      |                                      
|      |                                      
|By:   | /s/ Gordon F.
      Burley           
|      | GORDON F. BURLEY                     
|      | Chief Financial Officer and Treasurer
|      | (Principal Accounting Officer)       
|      |                                      
|Date: | October 18, 2005                     

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