U.S. Securities and
Exchange Commission

Washington, D.C. 20549



Form 10-QSB

[x] QUARTERLY REPORT UNDER SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarter ended September 30, 2004




[ ] TRANSITION REPORT UNDER SECTION
13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to



Commission File No. 1-32032



WANNIGAN VENTURES INC


(Name of Small Business Issuer in its
Charter



|NEVADA                                                         | 83-0375241                    
|-------------------------------------------------------------- | ------------------------------
|---------------                                                | --------------------          
|(State or Other Jurisdiction of incorporation or organization) | (I.R.S.
    Employer I.D. No.)



1109 7th
Court

Fox Island, WA 98333

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

(Address of Principle
Executive Offices)



Issuer's Telephone
Number: (253) 549-4336



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 Company was
required to file such reports). And (2) has been subject to such filing
requirements for the past 90 days.

> (1) Yes X No (2) Yes X No
>   ----    
>   ----         ----    
>   ----







---







(APPLICABLE ONLY TO
CORPORATE ISSUERS)



State the number of shares
outstanding of each Issuer's classes of common equity, as of the latest
practicable date:



September 30, 2004:
Common Stock - 49,000



DOCUMENTS INCORPORATED
BY REFERENCE



A description of any
"Documents Incorporated by Reference" is contained in Item 6 of this report.



Transitional Small
Business Issuer Format Yes         No X

-----      -----







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WANNIGAN VENTURES INC



TABLE OF CONTENTS



|PART I. FINANCIAL
    INFORMATION                                       | PAGE 
|----------------------------------------------------------------------- | -----
|                                                                        |      
|Item 1. Financial
    Statements:                                      
|                                                                        |      
|Balance Sheets as
    of September 30, 2004 and December 31, 2003       | 4    
|                                                                       
|Statements of
    Operations for the three months and nine months ended
|September 30, 2004
    and from August 15, 2003 (date of inception)    
|through September
    30, 2004                                          | 5    
|                                                                       
|Statements of Cash
    Flow for the nine months ended                  
|September 30, 2004
    and from August 15, 2003 (date of inception)    
|through September
    30, 2004                                          | 6    
|                                                                       
|Notes to Financial
    Statements                                       | 7    
|                                                                       
|                                                                        |      
|Item 2.
    Management's Plan of Operations                             | 7-9  
|                                                                        |      
|Item 3. Controls
    and Procedures                                     | 9    
|                                                                       
|PART II. OTHER
    INFORMATION                                         
|                                                                        |      
|Item 1. Legal
    Proceedings                                           | 9    
|                                                                        |      
|Item 2. Changes in
    Securities                                       | 9    
|                                                                        |      
|Item 3. Defaults
    upon Senior Securities                             | 10   
|                                                                        |      
|Item 4. Submission
    of Matters to a Vote of Securities Holders       | 10   
|                                                                        |      
|Item 5. Other
    Information                                           | 10   
|                                                                        |      
|Item 6. Exhibits
    and Reports on Form 8 - K                          | 10   
|                                                                        |      
|Signatures                                                              | 10   
|                                                                        |      
|Certifications                                                          | 11-12





3

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PART I - FINANCIAL INFORMATION



Item 1. Financial Statements



The Financial Statements of the
Company required to be filed with this 10-QSB Quarterly Report were prepared by
management and commence on the following page, together with related Notes. In
the opinion of management, these Financial Statements fairly present the
financial condition of the Company, but should be read in conjunction with the
Financial Statements of the Company for the period ended December 31, 2003
previously filed in a Form 10SB with the Securities and Exchange Commission.



|Wannigan Ventures,
    Inc.                         
|----------------------------------------------------
|(A Development
    Stage Company)                   
|CONDENSED BALANCE
    SHEETS                        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|ASSETS                                              
|                                                    
|Current Assets:                                     
|Cash                                                
|                                                    
|Total Assets                                        
|                                                    
|Liabilities And Stockholders'
    (Deficit)         
|                                                    
|Long-Term Liabilities:                              
|Notes payable -
    related party                   
|                                                    
|Total
    Liabilities                               
|                                                    
|Stockholders' (Deficit):                            
|Common stock;
    $.001 par value, 25,000,000 shares
|authorized,
    49,000 shares issued and outstanding
|Additional
    paid-in-capital                      
|Deficit
    accumulated during the development stage
|                                                    
|Total
    Stockholders' (Deficit)                   
|                                                    
|Total Liabilities and
    Stockholders' (Deficit)   
|                                                    







4

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|Wannigan Ventures,
    Inc.           
|--------------------------------------
|(A Development
    Stage Company)     
|CONDENSED
    STATEMENTS OF OPERATIONS
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|Revenue                               
|Sales                                 
|Cost of goods
    sold                
|                                      
|Gross profit
    (loss)               
|                                      
|Expenses:                             
|General and
    administrative        
|                                      
|Total Expenses                        
|                                      
|Net Loss From Operations              
|                                      
|Net Loss Before Income Taxes          
|Provision for
    income taxes        
|                                      
|Net Loss                              
|                                      
|Net Loss Per Share                    
|                                      
|Weighted Average Common               
|Shares
    Outstanding                
|                                      







5

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|Wannigan Ventures,
    Inc.                  
|---------------------------------------------
|(A Development
    Stage Company)            
|CONDENSED
    STATEMENTS OF CASH FLOWS       
|(UNAUDITED)                                  
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|Operating Activities                         
|Net loss                                     
|Cash Used in Operating Activities            
|                                             
|Investing Activities                         
|                                             
|Financing Activities                         
|Issuance of
    shares for cash              
|Proceeds from
    related party notes payable
|Cash Provided by Financing
    Activities    
|                                             
|Net Change in Cash                           
|Cash at the Beginning of the
    Period      
|                                             
|Cash at the End of the Period                
|                                             







6

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Wannigan Ventures,
Inc.

(A Development Stage
Company)

Condensed Notes to
Unaudited Interim Financial Statements





Note 1 Condensed Interim Financial
Statements



The accompanying
unaudited condensed financial statements include the accounts of Wannigan
Ventures, Inc. (a development stage company) (the Company). These statements are
condensed and, therefore, do not include all disclosures normally required by
accounting principles generally accepted in the United States of America. These
statements should be read in conjunction with the Company's most recent annual
financial statements for the period from inception, August 15, 2003, through
December 31, 2003, included in registration Form 10-SB filed with the U.S.
Securities and Exchange Commission on March 5, 2004. In the opinion of
management, all adjustments necessary for a fair presentation have been included
in the accompanying condensed financial statements and consist of only normal
recurring adjustments. The results of operations presented in the accompanying
condensed financial statements for the period ended September 30, 2004 are not
necessarily indicative of the operating results that may be expected for the
full year ending December 31, 2004.



Note 2 Organization and Summary of
Significant Accounting Policies





This summary of the
Company's significant accounting policies is presented to assist in
understanding the Company's financial statements. These accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the accompanying financial statements. The Company
has not realized revenues from its planned principal business purpose and,
accordingly, is considered to be in its development stage.





Business activity



Wannigan Ventures,
Inc. is a Nevada corporation located in Washington State. The Company was
organized on August 15, 2003 to function as a holding company for making
business acquisitions in various industries and providing business development
services for those entities.





Income taxes

The Company
recognizes the tax effects of transactions in the year in which such
transactions enter into the determination of net income, regardless of when
reported for tax purposes. Deferred taxes are provided in the financial
statements under Financial Accounting Standards Board Statement No. 109 to give
effect to the resulting temporary differences which may arise from differences
in the bases of fixed assets, depreciation methods, allowances, and start-up
costs based on the income taxes expected to be payable in future years. Minimal
development stage deferred tax assets arising as a result of net operating loss
carry forwards have been offset completely by a valuation allowance due to the
uncertainty of their utilization in future periods. Operating loss carry
forwards generated during the period from August 15, 2003 (date of inception)
through September 30, 2004 of approximately $1,491 will begin to expire in 2023.





Estimates

Preparation of
financial statements in accordance with accounting principles generally accepted
in the United States of America requires the use of estimates. Actual amounts
may differ from those reported.





Cash and Cash Equivalents

For the purpose of
the statements of cash flows, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents. The Company had $99 in cash or cash equivalents at September 30,
2004.





Note 3 Notes Payable-
Related Party

In 2003, the Company
entered into a $500 non-interest bearing note payable with its owner, repayment
of which is due January 1, 2005. The owner retains the option to convert this
loan to 500,000 shares at $.001 per share, the fair market value of which is
negligible at December 31, 2003. In 2004, the Company received a $600
non-interest bearing advance from its owner. The advance is due January 1, 2005
and does not have a conversion option. Interest on the loans has not been
imputed due to the insignificant impact on the financial statements. The funds
were used to pay audit and accounting fees and maintain a Company bank account.

7

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Item 2. Management's Plan of
Operations



Wannigan's plan is to seek
acquisition opportunities, investigate, and if such investigation warrants,
acquire an interest in one or more business opportunities presented to it by
persons or firms desiring the perceived advantages of a publicly held
corporation. At this time, Wannigan has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any specific business or
company, and Wannigan has not identified any specific business or company for
investigation and evaluation. No member of Management or any promoter of
Wannigan, or an affiliate of either, has had any material discussions with any
other company with respect to any acquisition of that company. Wannigan will not
restrict its search to any specific business, industry, or geographical
location, and may participate in business ventures of virtually any kind or
nature. Discussion of the proposed business under this caption and throughout
this Quarterly Statement is purposefully general and is not meant to restrict
Wannigan's virtually unlimited discretion to search for and enter into a
business combination.



Wannigan may seek a combination with
a firm which only recently commenced operations, or a developing company in need
of additional funds to expand into new products or markets or seeking to develop
a new product or service, or an established business which may be experiencing
financial or operating difficulties and needs additional capital which is
perceived to be easier to raise by a public company. In some instances, a
business opportunity may involve acquiring or merging with a corporation which
does not need substantial additional cash but which desires to establish a
public trading market for its common stock. Wannigan may purchase assets and
establish wholly owned subsidiaries in various businesses or purchase existing
businesses as subsidiaries.



Selecting a business opportunity will
be complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries, and shortages of available
capital, management believes that there are numerous firms seeking the benefits
of a publicly-traded corporation. Such perceived benefits of a publicly traded
corporation may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for the principals of a
business, creating a means for providing incentive stock options or similar
benefits to key employees, providing liquidity (subject to restrictions of
applicable statues) for all shareholders, and other items. Potentially available
business opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.



Management believes that Wannigan may
be able to benefit from the use of "leverage" to acquire a target company.
Leveraging a transaction involves acquiring a business while incurring
significant indebtedness for a large percentage of the purchase price of that
business. Through leveraged transactions, Wannigan would be required to use less
of its available funds to acquire a target company and, therefore, could commit
those funds to the operations of the business, to combinations with other target
companies, or to other activities. The borrowing involved in a leveraged
transaction will ordinarily be secured by the assets of the acquired business.
If that business is not able to generate sufficient revenues to make payments on
the debt incurred by Wannigan to acquire that business, the lender would be able
to exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that Wannigan must commit to
acquire a business and may correspondingly increase the risk of loss to
Wannigan. No assurance can be given as to the terms or availability of financing
for any acquisition by Wannigan. During periods when interest rates are
relatively high, the benefits of leveraging are not as great as during periods
of lower interest rates, because the investment in the business held on a
leveraged basis will only be profitable if it generates sufficient revenues to
cover the related debt and other costs of the financing. Lenders from which
Wannigan may obtain funds for purposes of a leveraged buy-out may impose
restrictions on the future borrowing, distribution, and operating policies of
Wannigan. It is not possible at this time to predict the restrictions, if any,
which lenders may impose, or the impact thereof on Wannigan.



Wannigan has insufficient capital
with which to provide the owners of businesses significant cash or other assets.
Management believes Wannigan will offer owners of businesses the opportunity to
acquire a controlling ownership interest in a public company at substantially
less cost than is required to conduct an initial public offering. The owners of
the businesses will, however, incur significant post-merger or acquisition
registration costs in the event they wish to register a portion of their shares
for subsequent sale. Wannigan will also incur significant legal and accounting
costs in connection with the acquisition of a business opportunity, including
the costs of preparing post-effective amendments, Forms 8-K, agreements, and
related reports and documents. Nevertheless, the officers and directors of
Wannigan have not conducted market research and are not aware of statistical
data that would support the perceived benefits of a merger or acquisition
transaction for the owners of a business. Wannigan does not intend to make any
loans to any prospective merger or acquisition candidates or to unaffiliated
third parties.



Wannigan will seek a potential
business opportunity from all known sources, but will rely principally on
personal contacts of its officers and directors as well as indirect associations
between them and other business and professional people. It is not presently
anticipated that Wannigan will engage professional firms specializing in
business acquisitions or reorganizations.



8

---

Management, while not especially
experienced in matters relating to the new business of Wannigan, will rely upon
their own efforts and, to a much lesser extent, the efforts of Wannigan's
shareholders, in accomplishing the business purposes of Wannigan. It is not
anticipated that any outside consultants or advisors, other than Wannigan's
legal counsel and accountants, will be utilized by Wannigan to effectuate its
business purposes described herein. However, if Wannigan does retain such an
outside consultant or advisor, any cash fee earned by such party will need to be
paid by the prospective merger/acquisition candidate, as Wannigan has no cash
assets with which to pay such obligation. There have been no discussions,
understandings, contracts or agreements with any outside consultants and none
are anticipated in the future. In the past, Wannigan's management has never used
outside consultants or advisors in connection with a merger or acquisition.



As is customary in the industry,
Wannigan may pay a finder's fee for locating an acquisition prospect. If any
such fee is paid, it will be approved by Wannigan's Board of Directors and will
be in accordance with the industry standards. Such fees are customarily between
1% and 5% of the size of the transaction, based upon a sliding scale of the
amount involved. Such fees are typically in the range of 5% on a $1,000,000
transaction ratably down to 1% in a $4,000,000 transaction. Management has
adopted a policy that such a finder's fee or real estate brokerage fee could, in
certain circumstances, be paid to any employee, officer, director or 5%
shareholder of Wannigan, if such person plays a material role in bringing a
transaction to Wannigan.



Wannigan will not have sufficient
funds to undertake any significant development, marketing, and manufacturing of
any products that may be acquired. Accordingly, if it acquires the rights to a
product, rather than entering into a merger or acquisition, it most likely would
need to seek debt or equity financing or obtain funding from third parties, in
exchange for which Wannigan would probably be required to give up a substantial
portion of its interest in any acquired product. There is no assurance that
Wannigan will be able either to obtain additional financing or to interest third
parties in providing funding for the further development, marketing and
manufacturing of any products acquired.



Item 3. Controls and Procedures



Evaluation of
Disclosure Controls and Procedures



The Company's chief executive officer
and chief financial officer have evaluated the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in
Exchange Act Rule 13a-14c) as of a date within 90 days of the filing date of
this quarterly report. Based on that evaluation, the chief executive officer and
chief financial officer have concluded that the Company's disclosure controls
and procedures are effective to ensure that material information relating to the
Company is made known to such officers by others within these entities,
particularly during the period this quarterly report was prepared, in order to
allow timely decisions regarding required disclosure.



Changes in
Internal Controls



There have not been any significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.



PART II - OTHER INFORMATION

Item 1. Legal Proceedings.



Wannigan is not a party to any
material pending legal proceedings and, to the best of its knowledge, no such
action by or against Wannigan has been threatened. Wannigan Capital Corp.,
Wannigan's sole shareholder is a party to a S.E.C civil action and there are
material pending legal proceedings and, to the best of its knowledge, no
additional action by or against Wannigan Capital Corp. has been threatened by
other parties.



> Item.2. Changes in Securities and
>   Use of Proceeds.

During the first three quarters of
2004, the Company issued no shares of common stock.



On August 15, 2003 49,000 shares were
issued to Wannigan Capital Corp. under Rule 4(2).



9

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> Item 3. Defaults Upon Senior
>   Securities.

None;

> Item 4. Submission of Matters to a
>   Vote of Security Holders.
>   
>   None;
>   
>   Item 5. Other Information.

There is currently 1 shareholder of
Wannigan. Wannigan Capital Corp. was issued 49,000 shares for providing the
capital to form this corporation.



Wannigan's common stock is not traded
on any exchange or OTC market. Management has not undertaken any discussions,
preliminary or otherwise, with any prospective market maker concerning the
participation of such market maker in the after-market for Wannigan's securities
and management does not intend to initiate any such discussions until such time
as Wannigan has consummated a merger or acquisition. There is no assurance that
a trading market will ever develop or, if such a market does develop, that it
will continue. After a merger or acquisition has been completed, Wannigan's
officer and director will most likely be the person to contact prospective
market makers. It is also possible that persons associated with the entity that
merges with or is acquired by Wannigan will contact prospective market makers.
Wannigan does not intend to use consultants to contact market makers.



> Item 6. Exhibits and Reports on
>   Form 8-K.



> (a) Exhibits



> 31.1 Certification pursuant to Rule
>   13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
>   32.1 Certification pursuant to 18
>   U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
>   Act of 2002.



> (b)    Reports on
>   Form 8-K.

> None
>     
>     None





SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned thereunto duly authorized.

> WANNIGAN VENTURES INC

Date:    
11/12/04            
By: /s/ Kevin M. Murphy

President, CEO, CFO, and Director



10

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