U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB



(Mark One)



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

1934



OR



(x ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934 For the transition period from
July 1, 2003 to December 31, 2003



Commission file number 0-29463



Ballistic Ventures, Inc.

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

(Exact name of small business issuer as specified in its charter)



Delaware                                51-0392750

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

(State or other jurisdiction            (IRS Employer Identification No.)

of incorporation or organization)



100 Adelaide Street West #1302, Toronto  Canada            M5H 1S3

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

(Address of principal executive offices)

(Zip Code)



416-366-2856

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

(Issuer's telephone number)



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

None



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

Common Stock, $.001 par value



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 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 the registrants 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.





Revenues for the most recent fiscal year: $0. Aggregate market value of the voting common stock held by
non-affiliates:$6,079,575 as of March 31, 2004

As of
March 31, 2004 the registrant had issued and outstanding 6,106,455 shares of common stock.



DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (check one);

Yes ( ) No (x)











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PART I



Item 1.  DESCRIPTION OF BUSINESS



BRIEF OVERVIEW



We are a development stage Internet company which had developed and was in the process of refining a network of regional search engine Internet portals to provide the users access to more localized, relevant, and interest-specific information than they presently could obtain from the more established, large Internet search engine portals and to provide local businesses an opportunity to target these local users.



As of May 2000, it became apparent to management the Company would be unable to continue the original business plan path, which it had intended to pursue, and the Company would have to change its focus in order to maximize the value of the common stock and ultimately maximize shareholder value.  The Company was unable to generate enough revenue to meet our day-to-day operating expenses and could not foresee doing so it could become a viable operation.  The Company's working capital was limited and it could not raise further financing.



Because of these circumstances, the Company's business was discontinued and it disposed of certain assets.  The Company's plan is to acquire a new viable business.





OUR HISTORY



On July 17, 2000, whOOdoo.com Inc. changed its name to Ballistic Ventures, Inc.

The Company was incorporated in Florida on June 17, 1997, as Permastoprust International, Inc., and changed its name to Greystone Credit Inc.("Greystone") in June of 1999. On August 4, 1999 Greystone acquired whOOdoo.com, Inc.("whOOdoo Florida"), a Florida corporation, incorporated on April 9, 1999, in a share exchange. The exchange ratio in the whOOdoo (FL)-whOOdoo exchange was a one for one ratio, and the percentage of ownership that was acquired in the share exchange, by the whOOdoo Florida shareholders, was 59.4%.  At the same time, Greystone changed its state of incorporation to Delaware and its name to whOOdoo.com, Inc.  At the time of the acquisition of whOOdoo Florida, Greystone had no operations or liabilities.  The merger and recapitalization was accounted for as a reverse merger. As a result, the Company's financial statements of the Company, prior to June 1, 2000 are those of whOOdoo Florida.  Collectively Ballistic Ventures, Inc., Greystone Credit, Inc. and whOOdoo.com, Inc., are known as "We", "Us", "Our" Or "Company".



Effective May 31, 2000, the Company ceased all activities and operations and became an inactive company.  On that date, Ballistic Ventures, K2 Ventures, Inc. (the "Purchaser"), the former president, and former vice president and certain other stockholders (the "Other Stockholders") entered into an Escrow Agreement (the "Escrow Agreement").  K2 Ventures, Inc. was established to purchase 11,235,700 shares of common stock, from the former president, the former vice president and the other shareholders of the company.  The purchaser, K2 Ventures, Inc., was incorrectly documented in the prior Escrow Agreement dated May 31, 2000, Preliminary Information Statement dated November 26, 2001 and other company filings such as Form 10KSB and 10QSB.  The correct name of the purchaser is K2 Ventures Ltd., also referenced as K2 Ventures Limited.



The Escrow Agreement provided that the former president would purchase some of our assets from us for $1.00, the former vice president would release the parties to the Escrow Agreement from any liability or claim he may have against such parties for past or future actions in exchange for our rights known as "Post Offer", and the purchaser would purchase 11,235,700 shares of common stock from the former president, the former vice president and the other shareholders, and assume liabilities totaling approximately $89,000.



The total consideration that K2 Ventures Ltd. provided for the purchase of the 11,235,700 shares of common stock was the assumption of $89,000 in liabilities.

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The Escrow Agreement was consummated in 2002 following the filing of a Form 14C with the Securities and Exchange Commission, and distribution of the Form 14C to the Company's shareholders.



Upon finalizing the Escrow Agreement and after the 4-to-1 reverse stock split on January 21, 2003, K2 Ventures, Inc. was issued a Ballistic Ventures stock Certificate for 2,808,925 shares (11,235,700 shares pre-reverse stock split).  On June 2, 2003, K2 Ventures had the K2 Ventures, Inc. stock certificate cancelled and reissued to K2 Ventures, Ltd.  On September 12, 2003, K2 Ventures Ltd. transferred its holdings of 2,808,925 shares of common stock of Ballistic Ventures, Inc. to Kashmir Overseas Holdings, Ltd. (1,404,463 shares) and Monashee Limited (1,404,462 shares).  As the transfers were to entities with the same beneficial ownership as K2 Ventures Ltd. and without consideration, they were not deemed to be sales.





BUSINESS DEVELOPMENT



On November 10, 2003, the Company entered into a letter of agreement with River Capital Limited, a Bermuda corporation, providing for the acquisition of River Capital by the Company by the issuance of the Company's shares to the shareholders of River Capital.  River Capital, with headquarters in Bermuda, has substantial contacts and experience in the reinsurance industry.  A Bermuda subsidiary of the Company will seek registration as a Class 3 insurance company with the Bermuda insurance authorities.  Upon obtaining this authority, the Company shall complete its acquisition of River Capital and the subsidiary shall commence operations as a provider of insurance and reinsurance products and services.



Should the Company not complete its intended acquisition of River Capital, the Company will be required to rely on management's skill, experience and judgment, both in regard to selectivity, and in any final decision to pursue another business venture, as well as the form of business combination, should an agreement be reached at some point to acquire or combine.



There would be no particular type of business or industry that the Company would be concentrating on at this time.  The management would look at any potential acquisition that would best serve the interests and maximize shareholder value in the future.  The Company would not confine its search for any particular business or business venture to any geographical area.



Members of the Company's management, through their various business contacts, would search for potential business partners whom they feel are deemed to be likely targets for a business combination with the Company.



Material factors that management would consider before acquiring a business or entering into a business venture would be the strength of the management team of the new business and its corporate governance procedures and policies.  The potential transaction would be evaluated with the intent of maximizing shareholder value in the future.  Any acquisition would likely be financed by the issuance of the Company's stock to the owners of the acquired entity.





OUR OPERATIONS



The Company currently operates out of 130 King Street West, Suite 3680, Toronto, Ontario, Canada.  There are currently no full-time employees, nor are there plans to hire any.





ITEM 2.  DESCRIPTION OF PROPERTY



The Company has no property and enjoys the non-exclusive use of office and telephone services of its Secretary.  The registrant neither owns nor leases any real or personal property.  Office services are currently provided without charge.  Such costs are immaterial.

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ITEM 3.  LEGAL PROCEEDINGS



None





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



None





PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



MARKET PRICES OF SECURITIES



Our common stock was approved for trading on the "pink sheets" on December 3, 1999 under the symbol "WHOO".  The symbol was changed to "BLLV", after the Company changed its name to Ballistic Ventures, Inc., on July 14, 2000.  As the result of a 4-to-1 reverse stock split that was effective on January 21, 2003, the Company's symbol was changed to "BLTV".  The following table sets forth the prices as reported to the Company by the "pink sheets" trading information.  The prices reflected are the High and Low closing bids, for each period as shown below.





HIGH             LOW



-----            -----



Year 2002 January   1 - March 31             $0.20            $0.20

Year 2002 April     1 - June 30              $0.20            $0.20

Year 2002 July      1 - September 30         $0.76            $0.20

Year 2002 October   1 - December 31          $1.20            $0.60

Year 2003 January   1 - March 31             $0.68            $0.15

Year 2003 April     1 - June 30              $0.15            $0.15

Year 2003 July      1 - September 30         $0.15            $0.15

Year 2003 October   1 - December 31          $0.15            $3.25

Year 2004 January   1
- March 31             $3.25            $1.25









As of March 31, 2004 there were approximately 525 beneficial holders of our common stock.



The Company has not paid dividends on our stock and it does not anticipate paying any dividends thereon in the foreseeable future.





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



The following Management's Discussion and Analysis or Plan of Operation is qualified by reference to and should be read in conjunction with, our Financial Statements and the Notes thereto as set forth beginning on page F-1.



FORWARD-LOOKING STATEMENTS



The Company is including the following cautionary statement in this Form 10-KSB for any forward-looking statements made by, or on behalf of, the Company.  Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result or be achieved or accomplished.

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INTRODUCTION



For the six months ended December 31, 2003, the Company's auditors, in Note 3 of the Financial Statements, have noted that there is substantial doubt about the Company's ability to continue as a going concern.  The Company's existence is dependent upon management funding operations, locating and merging the Company into a viable operating company and raising sufficient capital. At this point in time it is impossible to state an amount of additional funding which we believe would remove the going concern opinion, as the Company is inactive at this time.



The Company does not have any business operations.  The Company has neither a history of earnings nor has it paid dividends. The Company is unlikely to realize earnings or pay dividends in the immediate or foreseeable future.



There is no assurance that the Company will be able to complete an acquisition which will be profitable.  The Company has entered into a letter of agreement for the acquisition of River Capital  Limited, but that acquisition is contingent, among other things, upon a Bermuda subsidiary obtaining registration as a Class 3 insurance company with the Bermuda insurance authorities.  Even if such registration is obtained, the Company may not be able to finance the acquisition and additional needs for working capital and operations.



The Company has changed its fiscal year end from June 30 to December 31, accordingly, the following discussion provides information with respect to our results of operations, liquidity, and capital resources on a comparative basis for the six months ended December 31, 2003 as compared to six months ended December 31, 2002 and for the years ended June 30, 2003 and 2002 and should be read in conjunction with the Financial Statements and related notes appearing elsewhere in this report.





SIX MONTHS ENDED DECEMBER 31, 2003 COMPARED TO THE SIX MONTHS ENDED DECEMBER 31, 2002



The Company is inactive at this time. Operational expenses during the six months ended December 31, 2003 and 2002 of $91,490 and $3,863, respectively, consisted primarily of professional fees necessary to complete certain corporate filings with the SEC. For the six months ended December 31, 2003, the operational expenses also included a $31,667
charge related to
the Company's agreement to satisfy all reasonable expenses incurred to effect
the proposed acquisition of River Capital.  Accordingly, the Company incurred losses of $92,070 and $5,213 for the six months ended December 31, 2003 and 2002, respectively.



YEAR ENDED JUNE 30, 2003 COMPARED TO THE YEAR ENDED JUNE 30, 2002



The Company is inactive at this time. Operational expenses during the years ended June 30, 2003 and 2002 of $33,455 and $33,423, respectively, consisted primarily of professional fees necessary to complete certain corporate filings with the SEC.  Accordingly, the Company incurred losses of $40,161 and $39,118 for the years ended June 30, 2003 and 2002, respectively.





PLAN OF OPERATION



The Company intends to fund operations by funds obtained through the private placement of its securities.





LIQUIDITY AND CAPITAL RESOURCES



Since we are inactive, we have minimal operating expenses and limited liabilities.



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Net cash used in operating activities was $17,284 for the six months ended December 31, 2003, as compared to $13,890 for the same period ended December 31, 2002.  The primary use of cash from operations in 2002 was to fund operations.  We partially
offset the net loss by increases in accounts payable.



Net cash provided by financing activities was $381,782 for the six months ended December 31, 2003, as compared to $13,890 in 2002.  In November and December 2003, we sold 760,000 shares of our common stock at $0.50 per share in a private placement.  From January 2004 to March 2004, an additional 270,000 shares were sold for gross proceeds of $135,000.



On November 10, 2003, the Company entered into a letter of agreement with River Capital Limited, a Bermuda corporation, providing for the acquisition of River Capital by the Company by the issuance of the Company's shares to the shareholders of River Capital.  River Capital, with headquarters in Bermuda, has substantial contacts and experience in the reinsurance industry.  A Bermuda subsidiary of the Company will seek registration as a Class 3 insurance company with the
Bermuda insurance authorities.  Upon obtaining this authority and raising at least $1.5 million for the proposed operations, we will complete the acquisition of River Capital Limited. Our present intentions are to sell debt or equity securities.



At June 30, 2002, we owed $94,853 to Lines Overseas Management Limited for amounts advanced to us to pay our operating expenses.  As of July 1, 2002, Lines Overseas Management Limited elected to contribute this amount to capital.  Lines Overseas Management also contributed to capital advances of $3,048 that were made during the six months ended December 31, 2003 and $33,488 that were made during the fiscal year ended June 30, 2003.  Accordingly,
as a result of the receipt of private placement proceeds and this capital
contribution, at December 31, 2003, our working capital was $296,560.



We
were also informed that Lines Overseas Management would be withdrawing its undertaking, guarantees and commitments.  Accordingly,
as a result of the receipt of private placement proceeds and this capital
contribution, we expect that we will have to raise additional funds
to cover our operating expenses.  There is no guarantee we can raise additional funds in the future.





CRITICAL ACCOUNTING POLICIES



Our accounting policies are fully described in Note 2 of the Notes to the Financial Statements.  As discussed in Note 2, the preparation of financial statements in conformity with accounting principles generally accepted in the United States. requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.  Future events and their effects cannot be determined with absolute certainty.  Therefore, the determination of estimates requires the exercise of judgment.  Actual results inevitably will differ from those estimates, and such difference may be material to our financial statements. We believe that the following discussion addresses our Critical Accounting Policies.



Accounting for Contingencies - We accrue for contingencies in accordance with Statement of Accounting Standards ("SFAS") No. 5, "Accounting for Contingencies," when it is probable that a liability or loss has been incurred and the amount can be reasonably estimated.  Contingencies by their nature relate to uncertainties that require our exercise of judgment both in assessing whether or not a liability or loss has been incurred and estimating the amount of probable loss.



We account for income taxes in accordance with SFAS No.109.  Since we are in the development stage our deferred tax assets are not expected to be utilized in the future.  We have provided a full valuation allowance against the assets.



Since the Company is in the development stage and is pursuing a merger with an operating entity, it is unknown what accounting policies it will need to apply.

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RECENT ACCOUNTING PRONOUNCEMENTS

In April 2002, the FASB issued SFAS No. 145,
"Rescission of FAS Nos. 4, 44, and 64, Amendment of FAS No. 13, and Technical Corrections" ("SFAS 145"). Among other things, SFAS 145 rescinds various pronouncements regarding early extinguishment of debt and allows extraordinary accounting treatment for early extinguishment only when the provisions of APB Opinion No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" ("APB 30") are met.

In June 2002, the FASB issued SFAS No. 146,
"Accounting for Exit or Disposal Activities" ("SFAS 146"). SFAS 146 addresses the recognition, measurement and reporting of costs associated with exit and disposal activities, including restructuring activities that are currently accounted for pursuant to the guidance set forth in Emerging Issues Task Force ("EITF") Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." The scope of SFAS 146 includes costs related to terminating a contract that is not a capital lease, costs to consolidate facilities or relocate employees, and certain termination benefits provided to employees who are involuntarily terminated. SFAS 146 is effective for exit or disposal activities initiated after December 31, 2002. The Company does not expect the adoption of SFAS 146 will have a significant impact on the financial statements.



In October 2002, the FASB issued SFAS No. 147
"Acquisitions of Certain Financial Institutions" - an amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9. FASB Statement No. 72,
"Accounting for Certain Acquisitions of Banking or Thrift Institutions", and FASB Interpretation No. 9,
"Applying APB Opinions No. 16 and 17 When a Savings and Loan Association or a Similar Institution Is Acquired in a Business Combination Accounted for by the Purchase Method", provided interpretive guidance on the application of the purchase method to acquisitions of financial institutions. Except for transactions between two or more mutual enterprises, this Statement removes acquisitions of financial institutions from the scope of both Statement 72 and Interpretation 9 and requires that those transactions be accounted for in accordance with FASB Statements No. 141,
"Business Combinations", and No. 142, "Goodwill and Other Intangible Assets". Thus, the requirement in paragraph 5 of Statement 72 to recognize (and subsequently amortize) any excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired as an unidentifiable intangible asset no longer applies to acquisitions within the scope of this Statement. In addition, this Statement amends FASB Statement No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor- and borrower-relationship intangible assets and credit cardholder intangible assets. Consequently, those intangible assets are subject to the same undiscounted cash flow recoverability test and impairment loss recognition and measurement provisions that Statement 144 requires for other long-lived assets that are held and used.

In November 2002, the FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that a liability be recorded in the guarantor's balance sheet upon issuance of a guarantee. In addition, FIN 45 requires disclosures about the guarantees that an entity has issued.

In December 2002, the FASB issued SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FAS 123" ("SFAS 148"). SFAS 148 provides additional transition guidance for those entities that elect to voluntarily adopt the accounting provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123").

In January 2003, the FASB issued FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003.

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On April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS 149"). SFAS 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133. The new guidance amends SFAS 133 for decisions made: (a) as part of the Derivatives Implementation Group process that effectively required amendments to SFAS 133, (b) in connection with other Board projects dealing with financial instruments, and (c) regarding implementation issues raised in relation to the application of the definition of a derivative, particularly regarding the meaning of "underlying" and the characteristics of a derivative that contains financing components. The amendments set forth in SFAS 149 improve financial reporting by requiring that contracts with comparable characteristics be accounted for similarly. SFAS 149 is generally effective for contracts entered into or modified after June 30, 2003 (with a few exceptions) and for hedging relationships designated after June 30, 2003.



In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150"). SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in certain circumstances). Many of these instruments were previously classified as equity. Although some of the provisions of this statement are consistent with the current definition of liabilities in FASB Concepts Statement No. 6, "Elements of Financial Statements", the remainder are consistent with FASB's intention to revise that definition to encompass certain obligations that a reporting entity can or must settle by issuing its own shares. This statement is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company does not expect the application of SFAS 150 to have a material effect on its condensed financial statements.





ITEM 7.

FINANCIAL STATEMENTS



The financial statements required in this Form 10-KSB are set forth beginning on page F-1





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

DISCLOSURE



None





ITEM 8A. CONTROLS AND PROCEDURES



The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2003 (the
"Evaluation Date"). Such evaluation was conducted under the supervision and with the participation of the Company's Chief Executive Officer ("CEO") and its Chief Financial Officer ("CFO"). Based upon such evaluation, the Company's CEO and CFO have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were effective. There have been no significant changes in the Company's internal controls over financial reporting that occurred during the Company's most recent fiscal quarter, that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.





PART III



ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE

WITH SECTION 16(a) OF THE EXCHANGE ACT



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DIRECTORS AND EXECUTIVE OFFICERS



The following table provides important information concerning our directors, executive officers, and key employees as of
December 31, 2003.





NAME                 AGE    POSITION

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



Richard King

41

Chairman



William P. Dickie    61     Chief Financial Officer, Director, Secretary



Eric Pinkney         41     Director



Richard King joined the Company's Board of Directors in August 2002.  Since March 1998, Mr. King has been employed by Gosling Brother's Ltd., a wine and spirit merchant in Bermuda.  Prior to joining the Goslings Brother's, Mr. King was in the shipping industry as a ships agent with John S. Darrell & Co. Ltd.



William P. Dickie has been a director of the Company since August 1999.  On September 3, 2003, Mr. Dickie was appointed the secretary and Chief Financial Officer of Ballistic Ventures, Inc.  Since 1983, Mr. Dickie has been vice president of Mid-North Engineering Services, Ltd., a company that provides administrative and consulting services to junior public and private companies ranging from accounting, corporate secretarial and office accommodations to financing, proposals and restructuring.



Eric Pinkney joined our board of director's in May 2000.  Since July 2000, Mr. Pinkney has been providing consulting services to troubled companies, and has worked in Asia, United States and Canada.   From 1994 to July 2000, Mr. Pinkney had been the Chief Financial Officer of FMC Software Inc. (formerly SRG Software Inc.), of Toronto, Canada, a Software Engineering Company, which provided quality systems analysis, design and programming to primarily Fortune 1000 companies. Mr. Pinkney and his partners sold FMC Software to Financial Models Corporation, of Mississauga, Ontario, a publicly traded company listed on the Toronto Stock Exchange in March 1999. Mr. Pinkney holds a B.A. degree from the University of Guelph, majoring in Marketing, and has substantially completed his courses towards The Certified General Accountants program in Ontario.  Mr. Pinkney holds an MBA from Lansbridge University, New Brunswick, Canada and a Masters of Management Degree from The American Graduate School of Management, Nashville, Tennessee. Mr. Pinkney has served on the Board of Directors of several publicly listed companies and currently is a director of Ballistic Ventures, Inc.  In April 2002, Mr. Pinkney stepped down from the position of President and Secretary but remains a director of the Company.





CODE OF ETHICS



We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, since we have been focusing our efforts on obtaining financing for the company.  We expect to adopt a code by June 30, 2004.





SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



Upon our registration under the Securities Exchange Act of 1934 on April 11, 2000, our officers and directors, and persons who own more than 10% of a registered class of our equity securities, were required to file reports of ownership and changes in ownership with the Securities and Exchange Commission pursuant to Section 16(a) of that Act.  The following table sets forth filing activity during the six months ended December 31, 2003:



|REPORTING PERSON | DATE REPORT DUE     | DATE REPORT FILED
|---------------- | ------------------- | -----------------
|Eric Pinkney     | Form 4 due 09/19/03 | 10/21/03         

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ITEM 10.  EXECUTIVE COMPENSATION



There is no present program of executive, or director compensation, and no plan of compensation is expected to be adopted or authorized until a suitable project is located and operations are launched, and revenues are achieved.





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

STOCKHOLDER MATTERS



The following table provides certain information as of March 31, 2004 concerning the beneficial ownership of the Company's common stock held by each director; each person known by us to be the beneficial owner of at least 5% of the Company's voting stock; and all executive officers and directors as a group.

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



NAME AND ADDRESS

NUMBER OF COMMON        PERCENTAGE

OF BENEFICIAL OWNER

SHARES

OF OWNERSHIP

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



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

Kashmir Overseas Holdings, Ltd. (1)        1,404,463

23.0%

C/O LOM Securities (Bahamas) Limited

Millennium House

East Mall Drive

P.O. Box F 42498-350

Freeport, Grand Bahama



Monashee Limited (2)

1,404,462         23.0%

C/O Waterstreet Corporate Services Limited

27 Reid Street

1st Floor

P.O. Box HM 3051

Hamilton, HM NX

Bermuda



Largo Flight Limited (3)                     
644,625

10.6%

C/O LOM Securities (Cayman) Limited

Buckingham Square

West Bay Road

P.O. Box 30997 SMB

Grand Cayman

Cayman Islands



Eric Pinkney

196,075

3.2%

1283 Crossfield Bend

Mississauga, Ontario

L5G 3P5



William P. Dickie                             
25,000

0.4%

100 Adelaide Street West

Suite 1302

Toronto, Ontario

Canada M5H 1S3



Richard King

Nil

0%

13 Pinetree Lane

Sandy's MA 02

Bermuda



All directors and executive officers

of the Company as a group (3 persons)

Represent less than 5% voting power           
221,075         3.6%



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1)Directors of Kashmir Overseas Holdings, Ltd. are Craig Lines and Scott Lines.

2)Directors of Monashee Limited are Brian Lines and Scott Lines.

3)Directors of Largo Flight Limited are Brian Lines and Scott Lines.



At December 31, 2003, we did not have any equity compensation plans.





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





The Company had received advances from an overdraft demand loan from Lines Overseas Management Limited which had a balance of $94,853 as of June 30, 2002.  As of July 1, 2002 Lines Overseas Management Limited contributed the unpaid principal and interest of $94,853 to capital.  In addition, the advances during the six months ended December 31, 2003 of $3,048 and advances during the year ended June 30, 2003 of $33,488 were also contributed to capital. Theses advances were used to pay the operating expenses of the Company.  At December 31, 2003, the Company owed $8,124 to Lines Overseas Management Limited.



Pursuant to the letter of intent relating to the River Capital merger transaction, the funds raised in the Company's 2003 private placement shall be at the disposal of River Capital to satisfy all reasonable expenditures pursuant to the merger. The Company is providing $20,000 per month to cover such expenses. For the year ended December 31, 2003 a total of $40,000 has been expensed.



On August 12, 2002, Ballistic Ventures' Board of Directors approved of engaging LOM Capital Limited to reorganize the company and provide corporate finance services as directed by the Board of Directors.  To-date, LOM Capital Limited has not charged Ballistic Ventures for services provided. LOM Capital Limited is an entity affiliated with the majority shareholders of the Company.



Mr. Pinkney had entered into a verbal agreement with K2 Ventures, that in return for no direct executive compensation, he was allowed to purchase from K2 Ventures 200,000 (pre-reverse stock split) common shares of the company at a future point in time at $0.15 per share.  This verbal agreement was terminated on April 28, 2003 whereby Ballistic Ventures, Inc. granted Mr. Pinkney the right to acquire up to 50,000 Ballistic common shares exercisable only if Ballistic Ventures, Inc. issues new shares via a financing offering, with an exercise price of US$0.40 per share.  However on September 17, 2003, Mr. Pinkney surrendered and terminated the options per the April 28, 2003 agreement and any other compensation agreed upon or inferred.  Also the Board of Directors of Ballistic Ventures, Inc. acknowledged and accepted that a major shareholder of Ballistic Ventures, Inc. has granted 186,075 Ballistic Ventures common shares to Mr. Pinkney as a gift to compensate for the renouncement of the above-mentioned options.



On September 12, 2003, K2 Ventures Ltd. transferred its holdings of 2,808,925 shares of common stock of Ballistic Ventures, Inc. to Kashmir Overseas Holdings, Ltd. (1,404,463 shares) and Monashee Limited (1,404,462 shares).  As the transfers were to entities with the same beneficial ownership as K2 Ventures Ltd. and without consideration, they were not deemed to be sales.





ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K



EXHIBITS



The following are exhibits to this report:



Number

Description

------

-----------

2.1            Form of Certificate Incorporation of Ballistic Ventures, Inc.*

21             Subsidiaries*

31.1



Rule 13a-14(a) Certification of Principal Executive Officer

31.2

Rule 13a-14(a) Certification of Chief Financial Officer

32.1

Section 1350 Certification of Principal Executive Officer

32.2

Section 1350 Certification of Chief Financial Officer



*Previously filed.

11



---



REPORTS ON FORM 8-K



During the last quarter of the period covered by this transition report the following reports on Form 8-K were filed:





On November 19, 2003, the registrant filed a current report dated November 14, 2003 disclosing under Item 5 the signing of its agreement with River Capital Limited.  No financial statements were required to be filed.







ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



AUDIT FEES



For the six months ended December 31, 2003 our principal accountant billed $11,483 for the audit of our annual financial statements and review of financial statements included in our Form 10-QSB filings.



For the fiscal years ended June 30, 2003 and 2002, our principal accountant

billed $8,181 and $12,906, respectively, for the audit of our annual financial

statements and review of financial statements included in our Form 10-QSB

filings.



AUDIT-RELATED FEES



There were no fees billed for services reasonably related to the performance of the audit or review of our financial statements outside of those fees disclosed above under
"Audit Fees" for the six months ended December 31, 2003 and the fiscal years ended June 30, 2003 and 2002.



TAX FEES



For the fiscal years ended December 31, 2003 and 2002, our principal accountant did not render any services for tax compliance, tax advice, and tax planning work.



ALL OTHER FEES



There were no other fees billed by our principal accountants other than those disclosed above for the six months ended December 31, 2003 or the fiscal years ended June 30, 2003 and 2002.



PRE-APPROVAL POLICIES AND PROCEDURES



Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed.   All of the services described above were approved by the board of directors in accordance with its procedures.





12





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.





April 28, 2004

Ballistic Ventures, Inc.







By: /s/ William Dickie

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



William
Dickie, Secretary and

Chief Financial Officer



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.



|Name                                     | Position                                                                                     | Date          
|---------------------------------------- | -------------------------------------------------------------------------------------------- | --------------
|/s/ Richard King

Richard King           | Chairman (Principal Executive
Officer)                                                       | April 28, 2004
|/s/ William P. Dickie

William P. Dickie | Chief Financial Officer, Director and Secretary (Principal Financial and Accounting Officer) | April 28, 2004
|/s/ Eric Pinkney

Eric Pinkney           | Director                                                                                     | April 28, 2004











13







REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To
the Board of Directors and

Stockholders

Ballistic
Ventures, Inc.







We
have audited the accompanying balance sheet of Ballistic Ventures, Inc., (a
development stage company) as of December 31, 2003 and June 30, 2003, and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the six months ended December 31, 2003 and for the years ended June 30, 2003
and 2002 and for the period June 1, 2000 (inception) to December 31, 2003. 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 audits.



We
conducted our audits in accordance with auditing standards generally accepted in
the United States of America. Those standards require that we plan and perform
the audits 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 audits provide a reasonable basis
for our opinions.



In
our opinion, the financial statements referred to above present fairly,in all
material respects, the financial position of Ballistic Ventures, Inc., as of
December 31, 2003 and June 30, 2003, and the results of its operations and cash
flows for the six months ended December 31, 2003 and the years ended June 30,
2003 and 2002 and the period from June 1, 2000 (inception) to December 31, 2003,
in conformity with accounting principles generally accepted in the United States
of America.



The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has suffered significant losses during the development
stage that raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





Sweeney,
Gates & Co.





Fort
Lauderdale, Florida

April
28, 2004







---















BALLISTIC
VENTURES, INC.

(a
development stage company)

BALANCE
SHEET



| |                                                                                                                                | December 31, 2003 |         | June 30, 2003
| | ------------------------------------------------------------------------------------------------------------------------------ | ----------------- | ------- | -------------
| | ASSETS                                                                                                                         |                   |         |              
| |                                                                                                                                |                   |         |              
| | Cash                                                                                                                           | $                 | 364,498 |              
| |                                                                                                                                |                   |         |              
| |                                                                                                                                |                   |         |              
| | Total current assets                                                                                                           |                   | 364,498 |              
| |                                                                                                                                |                   |         |              
| |                                                                                                                                |                   |         |              
| | Total assets                                                                                                                   | $                 | 364,498 |              
| |                                                                                                                                |                   |         |              
| | LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                                                           |                  
| |                                                                                                                                |                   |         |              
| | Accounts payable                                                                                                               | $                 | 59,814  |              
| | Loan from related party                                                                                                        |                   | 8,124   |              
| |                                                                                                                                |                   |         |              
| |                                                                                                                                |                   |         |              
| | Total current
      liabilities                                                                                                |                   | 67,938  |              
| |                                                                                                                                |                   |         |              
| | Stockholders' equity (deficit):                                                                                                |                   |         |              
| |                                                                                                                                |                   |         |              
| | Common stock, $.001
      par value, 50,000,000 shares authorized: 5,836,455 and 5,076,455 shares
      issued and outstanding | 5,836             |         |              
| | Additional paid-in capital                                                                                                     |                   | 606,451 |              
| | Stock subscription receivable                                                                                                  |                   | (9,390) |              
| | Deficit accumulated
      during development stage                                                                             | (306,337)         |         |              
| |                                                                                                                                |                   |         |              
| |                                                                                                                                |                   |         |              
| | Total stockholders' equity (deficit)                                                                                           |                   | 296,560 |              
| |                                                                                                                                |                   |         |              
| |                                                                                                                                |                   |         |              
| | Total liablities and
      stockholders' equity (deficit)                                                                      | $                 | 364,498 |              

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

F-2





---



BALLISTIC
VENTURES, INC.

(a
development stage company)

STATEMENTS
OF OPERATIONS



|                                             | For
      the six  |           | For
      the year |          | For
      the year |       | June
      1, 2000 |                     
|-------------------------------------------- | ------------------ | --------- | ------------------ | -------- | ------------------ | ----- | ------------------ | --------------------
|                                             | months
      ended |           | ended              |          |                    | ended |                    | (inception)
      to
|                                             | December
      31, |           |                    | June 30, |                    |       | June 30,           |                     
|                                             | 2003               |           |                    | 2003     |                    |       | 2002               |                     
|                                             |                    |           |                    |          |                    |       |                    |                     
|                                             |                    |           |                    |          |                    |       |                    |                     
|Revenue                                      | $                  | -         |                    | $        | -                  |       | $                  | -                   
|                                             |                    |           |                    |          |                    |       |                    |                     
|Total
      revenue                          |                    | -         |                    |          | -                  |       |                    | -                   
|                                             |                    |           |                    |          |                    |       |                    |                     
|Expenses:                                    |                    |           |                    |          |                    |       |                    |                     
|Selling
      general and administrative     |                    | 91,490    |                    |          | 33,455             |       |                    | 33,423              
|Impairment
      of goodwill                 |                    | -         |                    |          | -                  |       |                    | -                   
|                                             |                    |           |                    |          |                    |       |                    |                     
|Total
      operating expenses               |                    | 91,490    |                    |          | 33,455             |       |                    | 33,423              
|                                             |                    |           |                    |          |                    |       |                    |                     
|Total
      operating loss                   |                    | (91,490)  |                    |          | (33,455)           |       |                    | (33,423)            
|                                             |                    |           |                    |          |                    |       |                    |                     
|Other income
      (expense):                |                    |           |                    |          |                    |       |                    |                     
|Miscellaneous
      income                   |                    | -         |                    |          | -                  |       |                    | -                   
|Interest
      expense                       |                    | (580)     |                    |          | (6,706)            |       |                    | (5,695)             
|                                             |                    |           |                    |          |                    |       |                    |                     
|Total
      other income (expense)           |                    | (580)     |                    |          | (6,706)            |       |                    | (5,695)             
|                                             |                    |           |                    |          |                    |       |                    |                     
|                                             |                    |           |                    |          |                    |       |                    |                     
|Net loss                                     | $                  | (92,070)  |                    | $        | (40,161)           |       | $                  | (39,118)            
|Net loss per share - basic and
      diluted | $                  | (0.02)    |                    | $        | (0.01)             |       | $                  | (0.01)              
|Weighted average shares
      outstanding    |                    | 5,101,318 |                    |          | 5,076,455          |       |                    | 5,076,455           

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

F-3

---





|BALLISTIC
      VENTURES, INC.
      (a
      development stage company)
      STATEMENT
      OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
|-------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                           
|Balance June 1, 2000                                                                                                                       
|                                                                                                                                           
|Exercise of warrants                                                                                                                       
|                                                                                                                                           
|Net loss                                                                                                                                   
|                                                                                                                                           
|                                                                                                                                           
|Balance, June 30, 2000                                                                                                                     
|                                                                                                                                           
|Net loss                                                                                                                                   
|                                                                                                                                           
|                                                                                                                                           
|Balance, July 1, 2001                                                                                                                      
|                                                                                                                                           
|Net loss for the
      year ended June 30, 2002                                                                                            
|                                                                                                                                           
|                                                                                                                                           
|Balance, June 30, 2002                                                                                                                     
|                                                                                                                                           
|Contribution of
      related party note payable                                                                                           
|                                                                                                                                           
|Net loss for the
      year ended June 30, 2003                                                                                            
|                                                                                                                                           
|                                                                                                                                           
|Balance, June 30, 2003                                                                                                                     
|                                                                                                                                           
|Contribution of
      related party note payable                                                                                           
|                                                                                                                                           
|Stock given for compenstation                                                                                                              
|                                                                                                                                           
|Net loss for the
      period ended December 31, 2003                                                                                      
|                                                                                                                                           
|Issuance of common stock                                                                                                                   
|                                                                                                                                           
|                                                                                                                                           
|Balance, December 31, 2003                                                                                                                 

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

F-4

---



BALLISTIC
VENTURES, INC

(a
develpment stage company)

STATEMENTS
OF CASH FLOWS





|                                                                                                   | For
      the six  |          | For
      the year |          | For
      the year |                | June
      1, 2000 |                     
|-------------------------------------------------------------------------------------------------- | ------------------ | -------- | ------------------ | -------- | ------------------ | -------------- | ------------------ | --------------------
|                                                                                                   | months
      ended |          | ended              |          |                    | ended          |                    | (inception)
      to
|                                                                                                   | December
      31, |          |                    | June 30, |                    | June
      30, |                    | December
      31,  
|                                                                                                   | 2003               |          |                    | 2003     |                    | 2002           |                    | 2003                
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|Cash flows from operating
      activities:                                                        |                    |          |                    |          |                    |                |                    |                     
|Net loss                                                                                           | $                  | (92,070) |                    | $        | (40,161)           |                | $                  | (39,118)            
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|Adjustments
      to reconcile net loss to net cash
      provided (used) by operating activities: |                    |          |                    |          |                    |                |                    |                     
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|Impairment
      loss on goodwill                                                                  |                    | -        |                    |          | -                  |                |                    | -                   
|Stock
      given for compenstation                                                                |                    | 28,000   |                    |          | -                  |                |                    | -                   
|Changes
      in operating assets and liabilities:                                                 |                    |          |                    |          |                    |                |                    |                     
|Increase)
      decrease in accounts receivable                                                    |                    | -        |                    |          | -                  |                |                    | -                   
|(Increase)
      decrease in prepaid expenses                                                      |                    | -        |                    |          | 2,500              |                |                    | -                   
|Increase
      (decrease) in accounts payable                                                      |                    | 46,786   |                    |          | 4,173              |                |                    | 6,831               
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|Total
      adjustments                                                                            |                    | 74,786   |                    |          | 6,673              |                |                    | 6,831               
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|Net
      cash used by operations                                                                  |                    | (17,284) |                    |          | (33,488)           |                |                    | (32,287)            
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|Cash flows from financing
      activities:                                                        |                    |          |                    |          |                    |                |                    |                     
|Sale
      of common stock                                                                         |                    | 380,000  |                    |          | -                  |                |                    | -                   
|(Increase)in subscription receivable                                                               |                    | (9,390)  |                    |          | -                  |                |                    | -                   
|Proceeds
      from loan payable                                                                   |                    | 11,172   |                    |          | 33,488             |                |                    | 32,129              
|Payment
      of loan payable                                                                      |                    | -        |                    |          | -                  |                |                    | -                   
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|Net
      cash provided by financing activities                                                    |                    | 381,782  |                    |          | 33,488             |                |                    | 32,129              
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|Net
      increase (decrease) in cash                                                              |                    | 364,498  |                    |          | -                  |                |                    | (158)               
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|Cash
      at beginning of period                                                                  |                    | -        |                    |          | -                  |                |                    | 158                 
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|Cash
      at end of period                                                                        | $                  | 364,498  |                    | $        | -                  |                | $                  | -                   
|Supplemental disclosure of cash
      flow information:                                            |                    |          |                    |          |                    |                |                    |                     
|Cash
      paid during the period for:                                                             |                    |          |                    |          |                    |                |                    |                     
|Interest                                                                                           | $                  | 580      |                    | $        | -                  |                | $                  | -                   
|Income
      taxes                                                                                 | $                  | -        |                    | $        | -                  |                | $                  | -                   
|                                                                                                   |                    |          |                    |          |                    |                |                    |                     
|Supplemental non-cash financing
      transactions:                                                |                    |          |                    |          |                    |                |                    |                     
|Contribution
      of loan to equity                                                               | $                  | 3,048    |                    | $        | 128,341            |                | $                  | -                   

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

F-5

---



---



BALLISTIC
VENTURES, Inc.

(a
development stage company)

NOTES
TO FINANCIAL STATEMENTS



1.
BUSINESS AND BASIS OF PRESENTATION



Ballistic
Ventures, Inc. (the "Company") was incorporated in Florida on June 17,
1997 as Greystone Credit, Inc. and merged into whOOdoo.com, Inc. a Delaware
corporation and was subsequently renamed Ballistic Ventures, Inc.
  After ceasing active operations on June 1, 2000, the Company
re-entered into the development stage and now operates with the purpose of
merging with another company. Goodwill associated with the prior operations of
$97,997 was written off on June 1, 2000.



2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



CASH
AND CASH EQUIVALENTS - The Company considers all unrestricted deposits and
highly liquid investments, readily convertible to known amounts, with an
original maturity of three months or less, to be cash equivalents.



IMPAIRMENT
OF LONG-LIVED ASSETS-The Company evaluates the recoverability of
its property and equipment and other assets in accordance with Statement of
Financial Accounting Standards Board No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets".  SFAS 144 requires recognition of
impairment of long-lived assets in the event the net book value of such assets
exceeds the estimated future undiscounted cash flows attributable to such assets
or the business to which such assets relate. SFAS 144 excludes goodwill and
intangible assets.  When an asset exceeds its expected operating cash flow,
it is considered to be impaired and is written down to fair value, which is
determined based on either discounted future cash flows or appraised values. As
a result of a sale in 2000, an impairment expense was recognized during the 2000
year and goodwill relating to the impaired asset was written off.



INCOME
TAX - Income tax assets and liabilities are computed annually for temporary
differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future,
based upon enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. A valuation allowance is
recognized if, based on the weight of available evidence, it is more likely than
not that some portion or all of the deferred tax asset will not be realized.
Income tax expense is the tax payable or refundable for the period, plus or

minus
the change during the period in deferred tax assets and liabilities.



USE
OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures 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.



FAIR
VALUE OF FINANCIAL INSTRUMENTS-The fair value of the Company's
financial instruments such as accounts payable and loans payable approximates
their carrying value.



INCOME
(LOSS) PER SHARE - The Company accounts for earnings per share according

to
SFAS No. 128, "Earnings per Share" . SFAS 128 requires presentation of
basic and diluted earnings or loss per share. Earnings or loss per share is
computed by dividing net income or loss by the weighted average number of shares
outstanding during the period. For all periods presented, warrants and options
were excluded from the computation of net loss per share because inclusion would
be anti-dilutive.

F-6

---



RECENT
ACCOUNTING PRONOUNCEMENTS -

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FAS Nos. 4, 44, and
64, Amendment of FAS No. 13, and Technical Corrections" ("SFAS 145").
Among other things, SFAS 145 rescinds various pronouncements regarding early
extinguishment of debt and allows extraordinary accounting treatment for early
extinguishment only when the provisions of APB Opinion No. 30, "Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" ("APB 30") are met. The Company adopted SFAS 145 for the six
months beginning July 1, 2003.



In
June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal
Activities" ("SFAS 146"). SFAS 146 addresses the recognition, measurement
and reporting of costs associated with exit and disposal activities, including
restructuring activities that are currently accounted for pursuant to the
guidance set forth in Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)."
The scope of SFAS 146 includes costs related to terminating a contract that is
not a capital lease, costs to consolidate facilities or relocate employees, and
certain termination benefits provided to employees who are involuntarily
terminated. SFAS 146 is effective for exit or disposal activities initiated
after December 31, 2002. The Company does not expect the adoption of SFAS 146 to
have a significant impact on the financial statements.



In
November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that a
liability be recorded in the guarantor's balance sheet upon issuance of a
guarantee. In addition, FIN 45 requires disclosures about the guarantees that an
entity has issued.  The accounting

requirements
of FIN No. 45 are effective for guarantees issued or modified after December 31,
2002, and the disclosure requirements are effective for financial statements of
interim or annual periods ending after December 15, 2002. The adoption of FIN
No. 45 did not have any impact on the Company's financial position or results
of operations.



In
December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an Amendment of FAS 123" ("SFAS
148"). SFAS 148 provides additional transition guidance for those entities
that elect to voluntarily adopt the accounting provisions of SFAS No. 123, "Accounting
for Stock-Based Compensation" ("SFAS 123"). SFAS No. 148 is effective for
fiscal years ending after December 15, 2002. The adoption of SFAS No. 148 did
not have any impact on the Company's financial position or results of
operations.



In
January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46").
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective immediately for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired prior
to February 1, 2003, the provisions of FIN 46 must be applied for the first
interim or annual period beginning after June 15, 2003. The adoption of FASB
Interpretation No. 46 did not have any impact on the Company's financial
position or results of operations.





In
May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity" ("SFAS
150"). SFAS 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in certain circumstances). Many of
these instruments

F-7

---



were
previously classified as equity. Although some of the provisions of this
statement are consistent with the current definition of liabilities in FASB
Concepts Statement No. 6, "Elements of Financial Statements", the
remainder are consistent with FASB's intention to revise that definition to
encompass certain obligations that a reporting entity can or must settle by
issuing its own shares. This statement is effective for financial instruments
entered into or modified after May 31, 2003 and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. The Company
does not expect the application of SFAS 150 to have a material effect on its
condensed financial statements. The adoption of SFAS No. 150 did not have any
impact on the Company's financial position or results of operations.





3.
GOING CONCERN



The
Company was a development stage entity through December 31, 2003. The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of all
liabilities in the normal course of business.



On
May 31, 2000, the Company discontinued all operations and is presently an
inactive company. As of December 31, 2003, the Company had a deficit accumulated
during the development stage of $306,337. During the six months ended December
31, 2003 the company suffered a loss of $92,070. During the year ended June 30,
2003, and the period ended June 1, 2000 (inception) to December 31, 2003, the
Company suffered losses of $40,161 and $306,337, respectively. These factors
raise substantial doubt about the Company's ability to continue as a going
concern.



Management's
plan to alleviate this going concern issue is to raise capital and merge with a
viable operating company. The Company's continued existence is dependent upon
management funding operations, locating and merging the Company into a viable
operating company and raising sufficient capital. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.



4.
CHANGE IN FISCAL YEAR



Effective
December 31, 2003 the Company changed its fiscal year from June 30 to December
31.  The unaudited information for the prior comparable period for the six
months ended December 31, 2002 is as follows:





Net sales
      $   
-Costs and
        expenses
      (3,863)Operating
        loss
      (3,863)Other
        expense
      (1,350)Net loss
      (5,213)Basic and
        diluted lossper share:
      $
(.00)




5.
DUE TO RELATED PARTY



The
Company received advances from an overdraft demand loan from Lines Overseas
Management Limited, a related party, which had a balance of $94,853 as of June
30, 2002. During the six months ended December 31, 2003 and the year ended June
30, 2003, Lines Overseas Management Limited advanced an additional $3,048 and
$33,488, respectively. The advances were used to pay the operating expenses of
the Company.



At
July 1, 2003, Lines Overseas Management Limited elected to contribute the unpaid
principal and interest of loans totaling $131,389 to capital.



At
December 31, 2003 the Company owed Lines Overseas Management Limited $8,124.

F-8

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6.
STOCKHOLDERS' EQUITY



On
June 2, 2000, 132,813 warrants for common stock were exercised and the Company
received proceeds of $53,125.



On
January 21, 2003, the Company declared a 4-to-1 reverse stock split. The
number of shares issued after the split was 5,076,455 (20,305,398 before the
split). The effect of the split has been retroactively reflected in prior years.
All references to the number of shares outstanding and the per share amounts in
the financial statements and related notes have been restated to reflect the
split for all periods presented.



On
April 28, 2003 the Company granted to a former officer and present director the
right to acquire up to 50,000 Ballistic common shares exercisable only if the
Company issued new shares via a financing offering, with an exercise price of
$0.40 per share.  On September 17, 2003, the former officer surrendered and
terminated the options. The Company's Board of Directors acknowledged and
accepted that a major shareholder of the Company granted 187,000 Ballistic
Ventures common shares to the former officer as a gift to compensate for the
renouncement of the above-mentioned options, valued at $28,000.



In
November and December of 2003, the Company sold in a private placement 760,000
shares of common stock for $.50 per share.

F-9



---





7.
INCOME TAXES



The
Company had available at December 31, 2003 net operating loss carryforwards for
federal and state tax purposes of approximately $300,000, which could be applied
against taxable income in subsequent years through 2024. The deferred tax asset
for net operating losses was approximately $113,000 and $81,000 as of December
31, 2003 and June 30, 2003, respectively, and a full valuation allowance was
recorded since realization is uncertain.
Reconciliation of the differences between income taxes computed at the federal
and state statutory tax rates and the provision for income taxes for the six
months ended December 31, 2003 and the year ended June 30, 2003 are
approximately as follows:





|                                                  | Six months ended | Year ended | Year ended  
|------------------------------------------------- | ---------------- | ---------- | ------------
|                                                  | December 31,2003 |            | June 30,2003
|Income tax loss at federal statutory tax rate     | (34.00)%         |            | (34.00)%    
|State tax, net of federal benefits                | (3.63)%          |            | (3.63)%     
|Valuation allowance                               | 37.63%           |            | 37.63 %     
|                                                  |                  |            |             
|Provisions for taxes                              | -                |            | -           
|                                                  |                  |            |             
|The Company's deferred tax assets are as follows: |                  |            |             
|                                                  |                  |            |             
|                                                  | December 31,     |            | June 30,    
|                                                  | 2003             |            | 2003        
|                                                  |                  |            |             
|Net operating loss                                | $ 113,000        |            | $           
|                                                  |                  |            |             
|Valuation allowance                               | (113,000)        |            | (81,000)    
|                                                  |                  |            |             
|Net deferred tax asset                            | $                | -          |             
|                                                  |                  |            |             





8.PENDING
TRANSACTION



On
November 10, 2003, the Company entered into a letter of agreement with River
Capital Limited, whereby it will be acquired by the Company by issuance of
5,076,455 new common shares of the Company to the stockholders of River Capital.
 This acquisition will be accounted for as a purchase transaction. River
Capital, with headquarters in Bermuda, has substantial contacts and experience
in the reinsurance industry.



As
part of the proposed business plan, River Capital will seek registration as a
Class 3 insurance company with the Bermuda insurance regulators. Upon obtaining
this authority, River Capital will merge with the Company and will commence
operations as a provider of insurance and reinsurance products and services.



Pursuant
to the letter of intent relating to this transaction, the funds raised in the
private placement will be at the disposal of River Capital to satisfy all
reasonable expenditures in
connection with its obtaining Bermuda Class 3 insurance company registration. The common stock issued in connection with
the private placement will be deducted from the
River Capital shares upon the closing of the merger transaction. The Company is providing $20,000 a month
to cover these expenses. For the six months ended
 December
 31, 2003
 a
 total of $31,677 has been expensed.



F-10

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Exhibit 31.1



RULE 13a-14(a) CERTIFICATION



I, Richard King, certify that:

1.

I have reviewed this annual report on Form 10-KSB of Ballistic Ventures, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.

The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.

The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date:

April 28, 2004

/s/ Richard King



Richard King

Chairman (Principal Executive

Officer)





---

Exhibit 31.2



RULE 13a-14(a) CERTIFICATION



I, William Dickie, certify that:

1.

I have reviewed this annual report on Form 10-KSB of Ballistic Ventures, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.

The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.

The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date:

April 28, 2004

/s/ William Dickie



William Dickie

Chief Financial Officer







Exhibit 32.1



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Ballistic Ventures, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Richard King, Chairman (Chief Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





/s/ Richard King



Richard King

Chairman (Chief Executive Officer)





---

Exhibit 32.2



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Ballistic Ventures, Inc. (the
"Company") on Form 10-KSB for the period ending December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, William Dickie, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





/s/ William Dickie



William Dickie

Chief Financial Officer