U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB



(Mark One)



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

1934 For the fiscal year period ended June 30, 2002



OR



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

OF 1934 For the transition period from _____ to ______



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 x

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Revenues for the most recent fiscal year: $0. Aggregate market value of the voting common stock held by non-affiliates:$211,635



As of September 19, 2003 the registrant had issued and outstanding 5,076,455 shares of common stock.  Effective on January 21, 2003, Ballistic Ventures, Inc. transacted a 4-to-1 reverse stock split and as a result the Company's 20,305,398 common shares outstanding became 5,076,455.





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



The Company was 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 that the economic

conditions were such that the Company would be unable to continue down 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 in the long run

so it could in fact become a viable operation. The Company's working capital was limited

and it could not raise any further financing under the market
conditions, which prevailed

at the time.



Because of these circumstances, the Company's business had been discontinued and it

disposed of certain assets. The Company's plan is to acquire a new viable

business which most likely will be via a reverse acquisition.



Reverse Acquisition: A reverse acquisition of a target business or company would

be expected to involve a change of control of the Registrant, and the

designation of new management. The financial statements of this Registrant would

become largely unreflective of the true condition of the Registrant after such

an acquisition. If required, shareholder approval would be solicited, pursuant

to the laws of the State of Delaware, to approve the acquisition, change of

control, and any material corporate changes incidental to the reorganization of

the Registrant. In connection with any required solicitation of shareholder

approval, whether or not proxies are solicited, the Registrant would provide

shareholders with the fullest possible disclosure of all information material to

shareholder consideration, and such disclosures would include audited financial

statements of the target entity, if available.  If shareholder approval is sought

in advance of audited financial statements of an acquisition target, the authority

of management to consummate any transaction may be contingent on a proper audit of

the target meeting the criteria of any un-audited information relied upon by shareholders.



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".



On August 4, 1999, immediately prior to the share exchange described in the

preceding paragraph, whOOdoo Florida purchased all of the operating assets,

prepaid expenses and intangibles, of BGS Southwest, Inc. for $100,000, plus the

assumption of liabilities of $29,382. These assets included software licensing

keys, software, office equipment, computer equipment, operating assets, prepaid

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expenses and intangibles. The assets purchased were recorded at $66,888, which

was the predecessor costs since it was a related party transaction and included

software licensing keys, software, office equipment.   Additionally, prepaid rent

of $2,656 and intellectual property of $59,838 was recorded. WhOOdOO Florida assumed

$11,440 of accounts payable, a note payable of $8,000 and a line-of-credit of $9,942.



BGS, a Florida corporation organized on February 1, 1997, conducted business as

WhOOdoo Studios and was controlled by our former president and chief executive

officer, Mr. Paulo Mylla, and his wife. Based in Naples, Florida, BGS provided

Internet solutions including website design and programming, website hosting and

Internet consulting. BGS, through Whoodoo Studios, developed our initial search

engine and the regional website concept. As part of the transaction on August 4,

1999, BGS sold substantially all of its assets to us, including all intellectual

property regarding the search engines and regional websites.



Due to the change in business focus described above, Mr. Mylla resigned his

position as President, Chief Executive Officer and Director and Mr. Eric Pinkney

assumed the executive position of President and Secretary from Mr. Mylla in May

of 2000.



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 effect the purchase of 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 10KSB.  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 assets that the Company sold to the former president for $1.00, were as

follows:



1) Customers

2) Software Licenses

3) Sites/Source Codes/Software

4) Office Equipment

5) Computer Equipment



The type of past or future action, which the former vice president released

Ballistic Ventures and K2 Ventures from is for wrongful dismissal. The former

vice president had initiated legal action in April 2000, and the proceedings

took place in the Circuit Court, 20th Jud. Circuit, Collier County, FL. Mr.

Leith, the former vice president, sought damages equal to $165,000 (three times

his base salary) and other unquantified damages.



The "rights" were exchanged for the property known as "Post Offer". "Post

Offer" was an auction site, which the former vice president wished to

potentially utilize in his future endeavors. The former vice president helped to

develop this property.



The total consideration that K2 Ventures Ltd. provided for the purchase of

the 11,235,700 shares of common stock is to assume the liabilities of the

company in the amount of $89,000.

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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. whereas 1,404,463 shares were transferred to Kashmir Overseas Holdings, Ltd. and 1,404,462 shares were transferred to Monashee Limited. The transfers were to entities with the same beneficial ownership as K2 Ventures Ltd. and are being transferred without consideration and are accordingly not sales.



BUSINESS DEVELOPMENT



Dependence on Management. Ballistic Ventures is required to rely on management's

skill, experience and judgment, both in regard to selectivity, and in

any final decision to pursue any particular business venture, as well as the

form of business combination, should an agreement be reached at some point to

acquire or combine.



There is no particular type of business or industry that the Company is concentrating

on at this time. The management will look at any potential acquisition that will best

serve the interests and will maximize shareholder value in the future. The Company will

not confine our search for any particular business or business venture to any geographical area.



The Company's management, through their various business contacts, will search for

potential business partners whom they feel are deemed to be likely targets for a

business combination with the company.



A material factor that management will consider before acquiring a business or

entering into a business venture is that the new business must bring good

management and strong corporate governance. The potential transaction must be

evaluated with the intent that shareholder value will be maximized in the future. Any

acquisition will 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 100 Adelaide Street West #1302, Toronto, Canada.

There are currently no full-time employees, nor are there plans to hire any.



ITEM 2.  PROPERTY



The registrant 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.



ITEM 3.  LEGAL PROCEEDINGS



None





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



None



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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 2000 July      1 - September 30         $.015           $ .08

Year 2000 October   1 - December  31         $.08            $ .04

Year 2001 January   1 - March 31             $.05            $ .04

Year 2001 April     1 - June 30              $.00            $ .00

Year 2001 July      1 - September 30         $.00            $ .00

Year 2001 October   1 - December  31         $.05            $ .00

Year 2002 January   1 - March 31             $.05            $ .05

Year 2002 April     1 - June 30              $.05            $ .05



As of September 19, 2003 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 Discussion and Analysis or Plan of Operation



The following Management 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.



Introduction



For the fiscal year ended June 30, 2002, 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.

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The Company does not have any business operations or assets.  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 identify an acquisition which will be profitable.  The Company is actively exploring acquisition opportunities.  Moreover, should the Company identify any assets or businesses and determine that an acquisition is warranted, the Company may not be able to finance the acquisition and additional funds may be required to meet such obligations.



The Company's prospects for the future, rests with the Company's ability to find a viable business venture which can utilize the "shell" company.



The Company is proactive in reviewing potential projects that could potentially be a good fit for it.





YEAR ENDED JUNE 30, 2002 COMPARED TO THE YEAR ENDED JUNE 30, 2001



The Company is inactive at this time. Operational expenses during the years ended June 30, 2002 and 2001 of $33,423 and $30,577 consisted primarily of professional fees necessary to complete certain corporate filings with the SEC.



PLAN OF OPERATION



The Company intends to fund operations by loans or capital contributions from affiliates while locating and merging the Company into a viable operating entity and raising sufficient capital.





LIQUIDITY AND CAPITAL RESOURCES



Since the Company is inactive, it has minimal operating expenses and limited liabilities.  As of June 30, 2002, the Company's largest liability was an overdraft demand loan of $94,852 from Lines Overseas Management Limited that is guaranteed by Largo Flight Limited, related parties.
Lines Overseas Management Limited is a financial institution affiliated with the
majority shareholder of the Company.



The Company does expect that it will have to raise additional funds.  In addition, there is no guarantee the Company can raise additional funds in the future.



The Company does not have any capital commitments.



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.

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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.



Recent Accounting Pronouncements



In June 2001, the FASB issued SFAS No. 141;
"Business Combinations", which establishes standards for reporting business combinations, entered into after June 30, 2001 and supercedes APB Opinion 16,
"Business Combinations" and FASB 38, "Accounting for Reacquisition Contingencies of Purchased Enterprises". SFAS requires that all business combinations be accounted for as purchase transactions.



In June 2001, the FASB issued SFAS No. 142,
"Goodwill and Other Intangible Assets" ("FASB 142"), which establishes standards for financial accounting and reporting for intangible assets acquired individually or with a group of other assets and for the reporting of goodwill and other intangible assets acquired in a business acquisition subsequent to initial accounting under FASB 141.



FASB 142 supercedes APB Opinion 17,
"Intangible Assets" and related interpretations. FASB 142 is effective for fiscal years beginning after December 15, 2001.  We will adopt FASB 142 on July 1, 2002, and we believe the effect of adopting this statement will not have a material impact on its financial position, results of operations, or cash flows.



In June 2001, SFAS No. 143,
"Accounting for Asset Retirement Obligations" ("SFAS 143") was issued, which establishes standards for reporting the obligations associated with the retirement of tangible long-lived assets and associated asset retirement costs.  SFAS 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002.  We will adopt SFAS 143 on July 1, 2002, and we have concluded the effect of adopting SFAS 143 will not have any on our 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.



None



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PART III



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



Directors and Executive Officers



The following table provides important information concerning our directors,

executive officers, and key employees as of September
29, 2003.



NAME                    
AGE    POSITION

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



Richard King

41

Chairman



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



Eric Pinkney             
41    Director



Devi Johal

38

Former Secretary



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.



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.



On August 16, 2002, the Company's Board of Directors elected Richard King the Company's Chairman and a Director.  Also, Devi Johal was elected Secretary of the Company.



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.



Devi Johal became the secretary for the Company in August 2002 and served in this role until resigning on July 23, 2003.  For the last three years Ms. Johal has been employed by LOM Securities (Bermuda) Limited as an associate advisor.  Ms. Johal had worked in the financial industry in Canada for 10 years.  Ms. Johal has completed the Canadian Securities course as well as the US Series 6 and 7 courses as well. Ms. Johal is licensed by both jurisdictions.



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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



The following table provides certain information as of September
29, 2003 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.





Number of

Common Shares    
Percentage

Name and Address                           beneficially owned        of Ownership

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



Kashmir Overseas Holdings, Ltd. (1)               1,404,463                  27.7%

C/O LOM Securities (Bahamas) Limited

Millennium House

East Mall Drive

P.O. Box F 42498-350

Freeport, Gand Bahama





Monashee Limited (2)

1,404,462                   27.7%

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 12.7%

C/O LOM Securities (Cayman) Limited

Buckingham Square

West Bay Road

P.O. Box 30997 SMB

Grand Cayman

Cayman Islands



Eric Pinkney (4)                                 187,000

3.7%

1283 Crossfield Bend

Mississauga, Ontario

L5G 3P5





William P. Dickie                                 25,000

0.5%



100 Adelaide Street West

Suite 1302

Toronto, Ontario

Canada M5H 1S3



Richard King

Nil



0%

13 Pinetree Lane

Sandy's MA 02

Bermuda



Devi Johal

Nil

0%

54 Rosemont Ave.

Pembroke HM 06

Bermuda



All directors and executive officers of the Company as a group (4 persons)

Represent less than 5% voting power         
   212,0000                   
4.2%

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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.

4)

Mr. Eric Pinkney has been granted 187,000 Ballistic Ventures, Inc. common shares as a gift from a major shareholder of the Company to compensate for the renouncement of options he was granted per an agreement of April 28, 2003.  At the date of this filing, Mr. Pinkney has not taken possession of the granted 187,000 common shares.  Mr. Pinkney will take possession of these shares in the near future.





Item 12. Certain Relationships and Related Transactions.



The share exchange contemplated in the Escrow Agreement, as described in Item

1,Description of Business, allowed K2 Ventures to acquire 11,235,700 common

shares from Mr. Paulo Mylla, our former president, and certain other shareholders. Mr. Mylla and certain

other shareholders retained 229,300 common shares, while K2 Ventures acquired

11,235,700 common shares. The Escrow Agreement also allowed Mr. Mylla to purchase some of the assets from us for $1.00. The assets are comprised of the following:



1)  Ballistic Ventures clients.

2)  Software license keys.

3)  Software.

4)  Intellectual properties such as code, domain names and trademarks.

5)  Computer equipment.



The intellectual rights that we sold to Mr. Mylla, were comprised of the

following and are all of the intellectual property other than the property known

as "Post Offer":



1) Sites/Source Code/Software for: whoodoo.com, Aqueous.com, whoomail.com and

the Auction site.

2) Domain names: whoodoo.com, whoodoo.net, BGSSWF.net, ICSdev.net, whodo.com,

whodo.net, Aqueous.com.

3) Trademarks: whoodoo.com logo, whoodoo.com name.



All of the proprietary and non-proprietary software and clients were  sold to Mr. Mylla.





The software license keys are for the software that was used in the day-to-day

operations of the company and also used in the development of the company's

proprietary property. This would include, but not limited to, software such as,

Microsoft Visual Studio, Microsoft Windows 98, Adobe Acrobat, Visio 2000 and

other associated software.



Ballistic Ventures and the former President and CEO entered into an Escrow

Agreement on May 31, 2000, with respect to the transactions contemplated. The

Escrow Agreement called for the resignations of all officers and directors of

Ballistic Ventures, and Mr. Mylla, Mr. Leith and Other shareholders had to

deliver to the Escrow Agent certificates representing 10,545,000 shares of

common stock of the seller(Ballistic Ventures) with medallion guaranteed

endorsements and all requisite stock powers, necessary to effectuate the

transfer of the said stock pursuant to the Escrow Agreement.  The transactions were effective 20 days after the filing of an Information Statement on January 14, 2002.



"Post Offer" was an auction site, similar to that of the auction site known as

"e-bay". The former Vice-President, Brian Leith, agreed to release Ballistic

Ventures, Paulo Mylla, and K2 Ventures from past or future action, with regards

to his wrongful dismissal lawsuit. The former vice president initiated this

legal action in April 2000, and the proceedings took place in the Circuit Court,

20th Jud. Circuit, Collier County, FL. Mr. Leith, the former vice president,

sought damages equal to $165,000 (three times his base salary) and other

unquantified damages.



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The table shown below, details the number of shares of Ballistic Ventures, which

each related party to the Escrow Agreement had prior to entering into the escrow

agreement, the number of shares which they have after entering into the escrow

agreement, and the number of shares which were sold to K2 Ventures.



Common shares held by                               Common shares held

related parties before        Number of shares      by related parties

Escrow Agreement              sold to K2 Ventures   after Escrow Agreement

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



Paulo Mylla       
8,595,000            8,423,100                 171,900



Ernest Sittenfield  
200,000              196,000                   4,000



Kevin Casey         
100,000              98,000                   2,000



Sharon Snew         
30,000               29,400                    600



Stephanie Pera      
10,000                9,800                   
200



Brian Leith      
2,530,000            2,479,400                 50,600

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



11,465,000           11,235,700                 229,300



Note: The above shares totals are pre-reverse stock split figures.  Effective on January 21, 2003, the Company transacted a 4-to-1 reverse stock split.



In
regard to the Company's Escrow Agreement of May 31, 2000, whereas the provision
requiring executed resignations of all officers and directors of Seller (WhOOdoo.com, Inc.
the Company's name prior to a name change to Ballistic
Ventures, Inc.), as of October 3, 2003 the Board of Directors of the
Company retroactively waived the provision in the Escrow Agreement of May 31,
2000 requiring William P. Dickie to resign.  The provision waiver applies
only to Mr. Dickie and not to any other Officer or Director of the Seller
referenced in the Escrow Agreement of May 31, 2000.



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 shareholder 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 187,000 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. whereas 1,404,463 shares were transferred to Kashmir Overseas Holdings, Ltd. and 1,404,462 shares were transferred to Monashee Limited. The transfers were to entities with the same beneficial ownership as K2 Ventures Ltd. and are being transferred without consideration and are accordingly not sales.



Item 13. Exhibits and Reports on Form 8-K



(a)  Exhibits.



Item 1. Index to Exhibits.



All exhibits set forth below are provided herewith.



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

2.2              Form of Reorganization Agreement*

21               Subsidiaries*

*Previously filed.



(b) Reports on Form 8-K.



none

Page
11



---



SIGNATURES



In accordance with Section 12 of the Securities Exchange Act of 1934,

the registrant caused this registration statement to be signed on its behalf by

the undersigned, thereunto duly authorized.



September
29, 2003                               Ballistic Ventures, Inc.



By: /s/ William Dickie

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

William Dickie, Secretary and Chief Financial Officer







Page12



---



CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER



I, Richard King, the Chairman of Ballistic Ventures, Inc., a Delaware corporation (the
"Registrant"), certify that:

1.

I have reviewed this
annual report on Form 10-KSB for the fiscal year ended June 30, 2002, of the Registrant (the
"Report").

2.

Based on my knowledge, the 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 the Report.

3.

Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in the Report.



The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:



a)

designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the Report is being prepared.

b)

evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of the Report (the
"Evaluation Date"); and

c)

presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the Audit Committee of the Registrant's Board of Directors:



a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant'' auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control.

The Registrant's other certifying officers and I have indicated in the Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Name:

/s/
Richard King

Name:  
Richard King

Title:  Chairman



Page
13



---

CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER



I, William Dickie, the Chief Financial Officer of the Registrant, certify that:



1.

I have reviewed this
annual report on Form 10-KSB for the fiscal year ended June 30, 2002, of the Registrant (the
"Report").

2.

Based on my knowledge, the 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 the Report.

3.

Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in the Report.

The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:



a)

designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the Report is being prepared.

b)

evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of the Report (the
"Evaluation Date"); and

c)

presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the Audit Committee of the Registrant's Board of Directors:



a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant'' auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control; and

The Registrant's other certifying officers and I have indicated in the Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses







./s/
William Dickie

Name:
William Dickie

Title:  Chief Financial Officer and Secretary

Page
14

---

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 June 30, 2002, and the related statements of
operations, stockholders' deficit and cash flows for the years ended June 30,
2002 and 2001 and for the period June 1, 2000 (inception) to June 30, 2002.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our 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
June 30, 2002, and the results of its operations and cash flows for the years
ended June 30, 2002 and 2001 and the period from June 1, 2000 (inception) to
June 30, 2002, 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.







Sweeney,
Gates & Co.







Fort
Lauderdale, Florida

September
8, 2003



---



|BALLISTIC VENTURES, INC.                                                        
|--------------------------------------------------------------------------------
|(a
      development stage company)                                             
|BALANCE SHEET                                                                   
|JUNE
      30, 2002                                                             
|                                                                                
|                                                                                
|                                                                                
|ASSETS                                                                          
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|LIABILITIES
      AND STOCKHOLDERS' DEFICIT                                     
|                                                                                
|Current
      liabilities:                                                      
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Stockholders'
      deficit:                                                    
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|The
      accompanying notes are an integral part of these financial statements.
|                                                                                



---

|BALLISTIC
      VENTURES, INC.
      (a
      development stage company)
      STATEMENTS
      OF OPERATIONS
|-------------------------------------------------------------------------------------------------------------
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|Revenue                                                                                                      
|                                                                                                             
|                                                                                                             
|                                                                                                             
|Expenses:                                                                                                    
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|Other income
      (expense):                                                                                
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|Net loss                                                                                                     
|                                                                                                             
|Net loss per share -
      basic and diluted                                                                 
|                                                                                                             
|Weighted average shares
      outstanding                                                                    
|                                                                                                             
|                                                                                                             
|The
      accompanying notes are an integral part of these financial statements.                             
|                                                                                                             



---

|BALLISTIC
      VENTURES, INC                                                    |                                               
|-------------------------------------------------------------------------------- | ----------------------------------------------
|(a
      develpment stage company)                                               |                                               
|STATEMENTS
      OF CASH FLOWS                                                   |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|Cash flows from
      operating activities:                                      |                                               
|Net
      loss                                                                   | $(39,118)                                     
|                                                                                 | Adjustments to
      reconcile net loss to net
|cash used by operating
      activities:                                         |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|Cash flows from
      financing activities:                                      |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|Supplemental disclosure
      of cash flow information:                          |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|                                                                                 |                                               
|The
      accompanying notes are an integral part of these financial statements.
|                                                                                 |                                               
|                                                                                
|                                                                                



---

| | BALLISTIC
      VENTURES, INC.                                                  
| | --------------------------------------------------------------------------------
| | (a
      development stage company)                                             
| | STATEMENT
      OF CHANGES IN STOCKHOLDERS' DEFICIT                             
| |                                                                                 
| |                                                                                 
| |                                                                                 
| |                                                                                 
| |                                                                                 
| |                                                                                 
| |                                                                                 
| | Balance June 1, 2000                                                            
| |                                                                                 
| | Exercise of warrants                                                            
| |                                                                                 
| | Net loss                                                                        
| |                                                                                 
| | Balance, June 30, 2000                                                          
| |                                                                                 
| | Net loss                                                                        
| |                                                                                 
| | Balance, June 30, 2001                                                          
| |                                                                                 
| | Net loss                                                                        
| |                                                                                 
| | Balance, June 30, 2002                                                          
| |                                                                                 
| |                                                                                 
| |                                                                                 
| |                                                                                 
| | The
      accompanying notes are an integral part of these financial statements.
| |                                                                                 



---



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.
 After ceasing operations on June 1, 2000, the Company entered 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. The
provisions of SFAS 144 are effective for financial statements issued for fiscal
years beginning after December 15, 2001 with early application encouraged.



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 approximate
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 were excluded
from the computation of net loss per share because inclusion would be anti-dilutive.



RECENT
ACCOUNTING PRONOUNCEMENTS - In June 2001, the FASB issued Statement of
Financial Standards No. 143, "Accounting for Asset Retirement Obligation" ("SFAS
No 143") which establishes standards of accounting for asset retirement
obligations arising from the acquisition, construction, or development and/or
the normal operation of a long-lived asset.  SFAS is effective for fiscal
years beginning after June 15, 2003.  The Company will adopt SFAS 143 on
July 1, 2002.

---



In
April of 2002, Statement of Financial Accounting Standards No. 145 ("SFAS 145")
was issued, which rescinded SFAS Standards No. 4, 44 and 64, amended No. 13 and
contained technical corrections.  As a result of SFAS 145, gains and losses
from extinguishments of debt will be classified as extraordinary items only if
they meet the criteria in APB Opinion No. 30, that they are unusual and
infrequent and not part of an entity's recurring operations.  The Company
will adopt SFAS 145 on July 1, 2002.



In
July 2002, the FASB issued SFAS 146, which addresses significant issues
regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring activities
that are currently accounted for pursuant to the guidance that the Emerging
Issues Task Force ("EITF") has set forth in 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)".  SFAS
146 revises the accounting for certain lease termination costs and employee
termination benefits, which are generally recognized in connection with
restructuring charges.  The provisions of SFAS 146 are effective for exit
or disposal activities that are initiated after December 31, 2002.  The
Company has not determined what impact, if any, will occur once SFAS 146 is
adopted on January 1, 2003.



In
November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
accounting and Disclosure Requirements for Guarantee, Including Indirect
Guarantees of Indebtedness of Other's", which addresses the disclosures to
be made by a guarantor in its interim and annual financial statements about its
obligations under guarantees.  FIN 45 also requires the Recognition of a
liability by a guarantor at the inception of certain guarantees that are entered
into or modified after December 31, 2002.



3.
GOING CONCERN



The
Company was a development stage entity through June 30, 2002. 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 June 30, 2002, the Company had a stockholders' deficit

of
$101,207 and a deficit accumulated during the development stage of $174,106.

During
the year ended June 30, 2002, and the period ended June 1, 2000

(inception)
to June 30, 2002, the Company suffered operating losses of

$39,118
and $174,106, 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 via business venture or operating company. The Company's continued
existence is dependent upon management funding operations, locating and merging
the Company into a via business venture or operating company and raising
sufficient capital. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.





4.

DUE
TO RELATED PARTY



The
Company has received advances from an overdraft demand loan from Lines Overseas
Management Limited with a balance of $94,852 as of June 30, 2002 and the demand
loan is guaranteed by Largo Flight Limited, related parties.  The advances
were used to pay the operating expenses of the Company.  The Company's
accrued interest on the outstanding loan varied from 8.25% to 6.75% for US
dollar funds and 10.75% to 7.25% for Canadian dollar funds during the period
ended June 30, 2002.



---



5.
INCOME TAXES



The Company had
available at June 30, 2002  net operating loss carryforwards for federal
and state tax purposes of approximately $174,000, which could be applied against
taxable income in subsequent years through 2022. The deferred tax asset for net
operating losses was approximately $65,000 and $51,000 as of June 30, 2002 and
2001, 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 years
ended June 30, 2002 and 2001 are approximately as follows:

2002
              2001
                                                                     
 ----
              ----
  Income tax loss at federal statutory tax rate
                       (34.00)%
         (34.00)%
    
   State tax carryforward, 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:
                                                                   June
30,           June 30,
                                                                     2002
              2001
                                                                     ----
              ----
  Net operating loss carryforward
                               $
    65,000       $
    51,000
                                                                       
   Valuation allowance
                                                (65,000)
          (51,000)
                                                                 ------------
      ------------
  Net deferred tax asset
                                        $
         -
      $
         -
                                                                                                              
  ============
               
  ============