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 ended June 30, 2003



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 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 under Section 12(b) of the Act:

None



Securities registered under 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 registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB



Revenues for the most recent fiscal year: $0. Aggregate market value of the voting common stock held by non-affiliates:$812,233



As of October 31, 2003 the registrant had issued and outstanding 5,076,455 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



The Company was a development stage Internet company. It 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, and the Company would have to change its focus in order to maximize the value of the Company's common stock and ultimately shareholder value. The Company was unable to generate enough revenue to meet its day-to-day operating expenses and could not foresee doing so in the long run. The Company's working capital was limited and it could not raise any further financing under the market conditions that prevailed at the time.



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 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 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 a portion 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 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 were transferred without consideration and were accordingly not sales.





SUBSEQUENT EVENTS AND BUSINESS DEVELOPMENTS



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.  Our proposed Bermuda operation 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 our 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's offices are located at 100 Adelaide Street West #1302, Toronto, 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 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

Year 2002 July      1 - September 30         $.19            $ .05

Year 2002 October   1 - December  31         $.30            $ .15

Year 2002 January   1 - March 31             $.68 *          $ .15 *

Year 2002 April     1 - June 30              $.15 *          $ .15 *



*Reflects effect of 4-to-1 reverse stock split.



As of October 31, 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

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assurance that management's expectations, beliefs or projections will result or be achieved or accomplished.



GOING CONCERN



For the fiscal year ended June 30, 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 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, 2003 COMPARED TO FOR 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 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 2003 and 2002 fiscal years, respectively.





PLAN OF OPERATION



The Company intends to fund operations by loans or capital contributions from affiliates and through the issuance of shares by way of private placement, while locating and merging the Company into a viable operating entity and raising sufficient capital.





LIQUIDITY AND CAPITAL RESOURCES



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



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 $33,488 that were made during the fiscal year ended June 30, 2003.  Accordingly, at June 30, 2003, our working capital deficit was $13,028.



We were also informed that Lines Overseas Management would be withdrawing its guarantees and commitments.  Accordingly, we expect that we will have to raise additional funds to cover our operating expenses.  Thereis no guarantee we can raise additional funds in the future.



While we do not have any capital commitments, we have entered into a letter of intent for the proposed acquisition of River Capital Limited, a Bermuda-based company with substantial contacts and experience in the reinsurance industry.  Aspart of the proposed business plan, our proposed Bermuda operation will seek

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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.



In November and December 2003, we sold 760,000 shares of our common stock at $0.50 per share in a private placement.



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.





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",

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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.



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

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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 June 30, 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



DIRECTORS AND EXECUTIVE OFFICERS



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





NAME                 AGE    POSITION

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



Richard King

41

Chairman and Chief Executive Officer



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.

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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 the end of the current fiscal year.





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 most recently completed fiscal year:



|REPORTING PERSON | DATE REPORT DUE     | DATE REPORT FILED
|---------------- | ------------------- | -----------------
|Eric Pinkney     | Form 4 due 04/30/03 | 10/21/03         
|Eric Pinkney     | Form 4 due 09/19/03 | 10/21/03         





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 October 31, 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.

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



NAME AND ADDRESS

NUMBER OF COMMON        PERCENTAGE

OF BENEFICIAL OWNER

SHARES

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, Grand Bahama

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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

186,075

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



All directors and executive officers

of the Company as a group (3 persons)

Represent less than 5% voting power             211,075             4.2%





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



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 June 30, 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, 2003.  As of July 1, 2002 Lines Overseas Management Limited elected to contribute the unpaid principal and interest of $94,852 to capital. In addition the advances during the year ended June 30, 2003 of $33,488 were also contributed to capital. The advances were used to pay the operating expenses of the Company.



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, no amounts are owed to LOM Capital Limited 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

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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. 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



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.





REPORTS ON FORM 8-K



none





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



AUDIT FEES



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 fiscal years 2003 and 2002.



TAX FEES



For the fiscal years ended June 30, 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 fiscal years 2002 and 2003.

Page
11



---



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.





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.





January 23, 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 and Chief Executive
Officer (Principal Executive
Officer)                           | January 23, 2004
|/s/ William P. Dickie

William P. Dickie | Chief Financial Officer, Director and Secretary (Principal Financial and Accounting Officer) | January 23, 2004
|/s/ Eric Pinkney

Eric Pinkney           | Director                                                                                     | January 23, 2004











Page
12



---

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:

January 23, 2004

/s/ Richard King



Richard King

Chairman and Chief Executive

Officer

Page
13



---

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:

January 23, 2004

/s/ William Dickie



William Dickie

Chief Financial Officer



Page
14



---

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-QSB for the period ending June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Richard King, Chairman andChief 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

Page
15



---

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 June 30, 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

















Page
16





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, 2003, and the related statements of
operations, stockholders' deficit and cash flows for the years ended June 30,
2003 and 2002 and for the period June 1, 2000 (inception) to June 30, 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
June 30, 2003, and the results of its operations and cash flows for the years
ended June 30, 2003 and 2002 and the period from June 1, 2000 (inception) to
June 30, 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.





/s/
Sweeney, Gates & Co.



Sweeney,
Gates & Co.







Fort
Lauderdale, Florida

December
22, 2003







F-1



---



|BALLISTIC
      VENTURES, INC.                                                  
|--------------------------------------------------------------------------------
|(a
      development stage company)                                             
|BALANCE
      SHEET                                                             
|JUNE
      30, 2003                                                             
|                                                                                
|                                                                                
|                                                                                
|ASSETS                                                                          
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|LIABILITIES
      AND STOCKHOLDERS' DEFICIT                                     
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Stockholders'
      deficit:                                                    
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|The
      accompanying notes are an integral part of these financial statements.
|F-2                                                                             





---



|BALLISTIC
      VENTURES, INC.                                                   |                                         
|-------------------------------------------------------------------------------- | ----------------------------------------
|(a
      development stage company)                                              |                                         
|STATEMENTS
      OF OPERATIONS                                                   |                                         
|                                                                                 |                                         
|                                                                                 |                                         
|                                                                                 |                                         
|                                                                                 |                                         
|                                                                                 |                                         
|                                                                                 |                                         
|                                                                                 |                                         
|Revenue                                                                          | $
                           -          
|                                                                                 |                                         
|                                                                                 |                                         
|                                                                                 |                                         
|Expenses:                                                                        |                                         
|                                                                                 | Selling
      general and administrative
|                                                                                 | Impairment
      of goodwill            
|                                                                                 |                                         
|                                                                                 |                                         
|                                                                                 |                                         
|                                                                                 |                                         
|                                                                                 |                                         
|Other
      income (expense):                                                    |                                         
|                                                                                 | Miscellaneous
      income              
|                                                                                 | Interest
      expense                  
|                                                                                 |                                         
|                                                                                 |                                         
|                                                                                 |                                         
|Net
      loss                                                                   | $
                (40,161)              
|                                                                                 |                                         
|Net
      loss per share - basic and diluted                                     | $
                           -          
|                                                                                 |                                         
|Weighted
      average shares outstanding                                        | 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' DEFICIT                             
| |                                                                                 
| |                                                                                 
| |                                                                                 
| |                                                                                 
| |                                                                                 
| |                                                                                 
| |                                                                                 
| | Balance,
      June 1, 2000                                                     
| |                                                                                 
| | Exercise
      of warrants                                                      
| |                                                                                 
| | Net
      loss for the year ended June 30, 2000                                 
| |                                                                                 
| | Balance,
      June 30, 2000                                                    
| |                                                                                 
| | Net
      loss for the year ended June 30, 2001                                 
| |                                                                                 
| | Balance,
      June 30, 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                                                    
| |                                                                                 
| | The
      accompanying notes are an integral part of these financial statements.
| | F-4                                                                             



---

|BALLISTIC
      VENTURES, INC                                                   
|--------------------------------------------------------------------------------
|(a
      develpment stage company)                                              
|STATEMENTS
      OF CASH FLOWS                                                  
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Cash
      flows from operating activities:                                     
|Net
      loss                                                                  
|                                                                                
|cash provided (used) by operating activities:                                   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Cash
      flows from financing activities:                                     
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Supplemental
      disclosure of cash flow information:                         
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Supplemental
      non-cash financing transactions:                             
|                                                                                
|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. The
provisions of SFAS 144 are effective for financial statements issued for fiscal
years beginning after December 15, 2001 with early application encouraged. 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 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.



Page
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.

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.

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.



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.

Page
F-7



---





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.





3.
GOING CONCERN



The
Company was a development stage entity through June 30, 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 June 30, 2003, the Company had a deficit accumulated
during the development stage of $214,267. During the year ended June 30, 2003,
and the period ended June 1, 2000 (inception) to June 30, 2003, the Company
suffered operating losses of $40,161 and $214,267, 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.
DUE
TO RELATED PARTY



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 $33,488 that were
made during the fiscal year ended June 30, 2003. The advances were used to pay
the operating expenses of the Company.



As
of June 30, 2003, Lines Overseas Management Limited elected to contribute the
unpaid principal and interest of all loans totaling $128,431 to capital.





5.
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 giving effect to 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 as appropriate to reflect the effect of the split for all periods
presented.

Page
F-8



---



On
April 28, 2003 the Company granted to a former officer 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 186,075 Ballistic Ventures common
shares to the former officer as a gift to compensate for the renouncement of the
above-mentioned options.



Compensation
cost for the Company's options was determined using the fair value at the
grant date for options consistent with the method of FASB No. 123, which would be zero.
The Company's net income (loss) and net income (loss) per share would not have
been changed, therefore no proforma amounts have been provided.





6.
INCOME TAXES



The
Company had available at June 30, 2003 net operating loss carryforwards for
federal and state tax purposes of approximately $214,000, which could be applied
against taxable income in subsequent years through 2023. The deferred tax asset
for net operating losses was approximately $81,000 and $65,000 as of June 30,
2003 and 2002, 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, 2003 and 2002 are approximately as follows:
                                                              2003
              2002
                                                                        
----
              ----
  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:
                                                                   June
30,           June 30,
                                                                     2003
              2002
                                                                     ----
              ----
  Net operating loss                                     
$
   81,000       $
    65,000
                                                                       
   Valuation allowance
                                                (81,000)
          (65,000)
                                                                 ------------
      ------------
  Net deferred tax asset
                                        $
         -
      $
         -
                                                                 ============
      ============





7.
SUBSEQUENT
EVENTS



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



As
part of the proposed business plan, the Company's Bermuda operations will seek
registration as a Class 3 Insurance Company with the Bermuda insurance
regulators. Upon obtaining this authority, the acquisition by the Company of
River Capital shall be completed and the Company's subsidiary shall commence
operations as a provider of insurance and reinsurance products and services.



The
Company will change its name and corporate structure to reflect the proposed
business plan.



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

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