SB-2/A

                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                                FORM SB-2
                      SEC File Number:  333-119715
                           Amendment Number 2


        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          QUORUM VENTURES, INC.
                       ---------------------------
             (Name of small business issuer in its charter)

   NEVADA                 1000                   Applied For
- -------------   ---------------------------   ----------------
(State or       (Primary Standard Industrial  (I.R.S. Employer
jurisdiction of Classification Code Number)   Identification No.)
incorporation or
organization)

                              Quorum Ventures, Inc.
                            Steven Bolton, President
                             2640 Tempe Knoll Drive
                        North Vancouver, British Columbia
                                 Canada V7N 4K6
                            Telephone: (604) 908-0233
                            Facsimile: (604) 986-4733
         --------------------------------------------------------------
         (Address and telephone number of principal executive offices)

                            Val-u-corp Services, Inc.
                         1802 N Carson Street, Suite 212
                           Carson City, Nevada, 89701
                             Telephone: 775-887-8853
         --------------------------------------------------------------
            (Name, address and telephone number of agent for service)

Approximate date of
proposed sale to the public:               as soon as practicable after
                                           the effective date of this
                                           Registration Statement.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please
check the  following  box and list the  Securities  Act  registration  statement
number of the earlier  effective  registration  statement for the same offering.
|__|

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |__|

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |__|

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. |__|





                  CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
TITLE OF EACH                   PROPOSED      PROPOSED
CLASS OF                        MAXIMUM       MAXIMUM
SECURITIES     DOLLAR           OFFERING      AGGREGATE    AMOUNT OF
TO BE          AMOUNT TO BE     PRICE PER     OFFERING     REGISTRATION
REGISTERED     REGISTERED       SHARE (1)     PRICE (2)    FEE (2)
- -----------------------------------------------------------------------
Common Stock    $205,000         $0.10          $205,000     $25.97
- -----------------------------------------------------------------------

(1) Based on the last sales price on April 2, 2004
(2) Estimated solely for the purpose of calculating the registration
    fee in accordance with Rule 457(o) under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(a) OF THE
SECURITIES  ACT OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE  COMMISSION,  ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.


          SUBJECT TO COMPLETION, Dated November 7, 2005




                                   PROSPECTUS
                              QUORUM VENTURES,INC.
                                2,050,000 SHARES
                                  COMMON STOCK
                                ----------------
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.

Our common stock is presently not traded on any market or securities exchange.
                              ----------------

The purchase of the securities offered through this prospectus involves  a high
degree of risk.  SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 6-10

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.

The  selling  shareholders  will sell our  shares  at $0.10 per share  until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately  negotiated prices. There is no guarantee when, if ever, our
shares will trade on the OTC Bulletin  Board.  We determined this offering price
based upon the price of the last sale of our common stock to investors.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

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

           The Date Of This Prospectus Is: November 7, 2005





                                Table Of Contents

                                                                            PAGE
Summary ....................................................................   5
Risk Factors ...............................................................   6
  -  If we do not obtain additional financing, we will be unable
     to finance exploration and our business will fail......................   6
  -  Because we have only recently commenced business operations,
     it is doubtful that we will ever achieve profitable operations,
     which may result in a loss of your entire investment...................   7
  -   Because of the speculative nature of exploration of mining
     properties, there is substantial risk that we will not
     discover any economic mineralization on the Upper Ross Lake
     property and our business will fail....................................   7
  -  We need to continue as a going concern if our business is
     to succeed.  Our independent auditor has raised doubt about
     our ability to continue as a going concern.............................   8
  -  Because of the inherent dangers involved in mineral
     exploration, there is a risk that we may incur liability or
     damages as we conduct our business and that we will become
     insolvent as a result..................................................   8
  -  Even if we discover commercial reserves of precious metals
     on the Upper Ross Lake Property, we may not be able to
     successfully obtain commercial production and will therefore
     never achieve profitability............................................   8
  -  If we become subject to burdensome government regulation
     or other legal uncertainties, our costs of operations will
     increase and our business will be negatively affected..................   8
  -  Because our  directors  own 70.92% of our  outstanding
     stock,  they could control and make corporate  decisions
     that may be disadvantageous to other minority stockholders ............   9
  -  Because our president has other business interests,
     he may not be able or willing to devote a sufficient
     amount of time to our business operations, causing our
     business to fail ......................................................   9
  -  Because management has no technical experience in mineral
     exploration, our business has a high risk of failure due to
     potential poor business decisions......................................   9
  -  Shareholders will suffer dilution if we sell additional
     shares of our common stock in order to raise additional
     funds..................................................................   9
  -  If a market for our common stock does not develop,
     shareholders may be unable to sell their shares .......................  10
  -  A purchaser is purchasing penny stock which limits the
     ability to sell stock .................................................  10
Use of Proceeds ............................................................  10
Determination of Offering Price ............................................  10
Dilution ...................................................................  11
Selling Securityholders ....................................................  11
Plan of Distribution .......................................................  14
Legal Proceedings ..........................................................  16
Directors, Executive Officers, Promoters and Control Persons................  16
Security Ownership of Certain Beneficial Owners and Management                18
Description of Securities ..................................................  18
Interest of Named Experts and Counsel ......................................  20
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities .................................................  20
Organization Within Last Five Years ........................................  20
Description of Business ....................................................  20
Plan of Operations .........................................................  27
Description of Property ....................................................  30
Certain Relationships and Related Transactions .............................  30
Market for Common Equity and Related Stockholder Matters ...................  30
Executive Compensation .....................................................  31
Financial Statements .......................................................  32
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.........................................  55

                                      -4-


                                     Summary

Prospective investors are urged to read this prospectus in its entirety.

We (Quorum  Ventures  Inc.)  intend to be in the  business  of mineral  property
exploration.  To date, we have not conducted any exploration on our sole mineral
property,  the Upper Ross Lake  property  located  near  Yellowknife,  Northwest
Territories,  Canada.  We  own  a 90%  interest  in  the  three  mineral  claims
comprising the Upper Ross Lake property. We purchased these claims, subject to a
2% net smelter  returns  royalty,  from Mr. Glen Macdonald of Vancouver  British
Columbia for a cash payment of $7,500.

Our  objective is to conduct  mineral  exploration  activities on the Upper Ross
Lake  property  in order to assess  whether it  possesses  economic  reserves of
silver and gold. We have not yet identified any economic  mineralization  on the
property. Our proposed exploration program is designed to search for an economic
mineral deposit.

We were incorporated on February 2, 2004, under the laws of the state of Nevada.
Our principal offices are located at 50 Fell Avenue, Suite 101, North Vancouver,
British Columbia, Canada. Our telephone number is (604)908-0233.

The Offering:

Securities Being Offered Up to 2,050,000 shares of common stock.

Offering Price               The selling shareholders will  sell  our shares  at
                             $0.10 per share until our shares  are quoted on the
                             OTC Bulletin Board, and  thereafter  at  prevailing
                             market prices or privately negotiated prices. There
                             is no  guarantee  when, if  ever,  our  shares will
                             trade on the OTC Bulletin Board. We determined this
                             offering price based upon  the  price  of  the last
                             sale of our common stock to investors.

Terms of the Offering        The  selling  shareholders  will determine when and
                             how they will  sell  the  common  stock  offered in
                             this prospectus.

Termination of the Offering  The  offering  will  conclude  when   all   of  the
                             2,050,000   shares  of common stock have been sold,
                             the shares  no  longer  need to be registered to be
                             sold  due  to  the  operation  of Rule 144(k) or we
                             decide to terminate the  registration of the shares
                             at the discretion of our directors.

Securities Issued
And                          to be Issued  7,050,000  shares of our common stock
                             are issued and  outstanding  as of the date of this
                             prospectus.  All of the  common  stock  to be  sold
                             under  this  prospectus  will be  sold by  existing
                             shareholders.

                                      -5-



Use                          of Proceeds We will not receive any  proceeds  from
                             the  sale  of  the  common  stock  by  the  selling
                             shareholders.

Summary Financial Information

Balance Sheet                 August 31, 2005      May 31, 2005
                                (unaudited)          (audited)

Cash                              $15,624             $15,624
Total Assets                      $15,624             $15,642
Liabilities                       $17,670             $15,742
Total Stockholders' Equity       ($ 2,046)           ($   100)


Statement of Loss and Deficit


                  From Incorporation on
             February 2, 2004 to August 31, 2005
                        (unaudited)

Revenue                   $     0
Net Loss and Deficit     ($32,046)

                          Risk Factors

An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the risks described below and the other  information in this
prospectus  before  investing in our common stock. If any of the following risks
occur,  our  business,  operating  results  and  financial  condition  could  be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

IF  WE  DO  NOT  OBTAIN  ADDITIONAL  FINANCING,  WE  WILL  BE  UNABLE TO FINANCE
EXPLORATION AND OUR BUSINESS WILL FAIL.

Our current  operating  funds are less than  necessary  to complete all intended
exploration  of the Upper  Ross Lake  property,  and  therefore  we will need to
obtain  additional  financing  in order to complete  our  business  plan.  As of
November 7, 2005, we had cash in the amount of $7,026.  We currently do not have
any  operations  and we have no income.  As well,  we will not receive any funds
from this registration.

Our  business  plan  calls  for  significant  expenses  in  connection  with the
exploration of the Upper Ross Lake property.  While we have sufficient  funds to
conduct  initial  exploration  on  the  property,  we  will  require  additional
financing  in  order  to  determine   whether  the  property  contains  economic
mineralization and to cover our anticipated  administrative  costs. We will also
require  additional  financing if the costs of the exploration of the Upper Ross
Lake property are greater than  anticipated.  Even after completing all proposed
exploration, we will not know if we have a commercially viable mineral deposit.

We will require  additional  financing to sustain our business  operations if we
are not successful in earning revenues once  exploration is complete.  We do not
currently have any  arrangements  for financing and may not be able to find such
financing  if required.  Obtaining  additional  financing  would be subject to a
number of factors,  including the market price for copper, zinc, silver and gold
investor acceptance of our property and general market conditions. These factors
may  make the  timing,  amount,  terms or  conditions  of  additional  financing
unavailable to us.

                                      -6-



The most likely source of future funds presently  available to us is through the
sale of equity capital. The only other anticipated alternative for the financing
of further exploration would be our sale of a partial interest in the Upper Ross
Lake property to a third party in exchange for cash or exploration expenditures,
which is not presently contemplated.

BECAUSE  WE HAVE  ONLY RECENTLY  COMMENCES  BUSINESS  OPERATIONS, IT IS DOUBTFUL
THAT WE WILL EVER ACHIEVE PROFITABLE OPERATIONS, WHICH  MAY  RESULT IN A LOSS OF
YOUR ENTIRE INVESTMENT.

We have only recently  commenced  exploration  on the Upper Ross Lake  property.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful.  We were  incorporated  on  February  2,  2004 and to date have been
involved  primarily in  organizational  activities  and the  acquisition  of our
mineral  property.  We have  not  earned  any  revenues  as of the  date of this
prospectus.  Potential  investors should be aware of the  difficulties  normally
encountered by new mineral exploration companies and the high rate of failure of
such  enterprises.  The likelihood of success must be considered in light of the
problems,  expenses,  difficulties,  complications  and  delays  encountered  in
connection  with  the  exploration  of the  mineral  properties  that we plan to
undertake.  These  potential  problems are  unanticipated  problems  relating to
exploration (such as unusual rock formations), weather conditions,  availability
of labor  and  consultants,  unforeseen  equipment  costs  (such  as drill  bits
breaking) and equipment  transportation delays and additional costs and expenses
that may exceed current estimates.

Prior to completion of our  exploration  stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate  significant  revenues from development of the Upper Ross
Lake property and the  production  of minerals  from the claims,  we will not be
able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood  that
we will prove successful, and it is doubtful that we will generate any operating
revenues  or ever  achieve  profitable  operations.  If we are  unsuccessful  in
addressing these risks, our business will most likely fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES,  THERE IS
A SUBSTANTIAL RISK THAT WE WILL NOT DISCOVER ANY ECONOMIC MINERALIZATION ON THE
UPPER ROSS LAKE PROPERTY AND OUR BUSINESS WILL FAIL.


                                      -7-



The  search  for  valuable  minerals  as  a  business  is  extremely  risky. The
likelihood of our mineral claims containing economic  mineralization or reserves
of copper is extremely remote. Exploration for minerals is a speculative venture
necessarily involving substantial risk. In all probability,  the Upper Ross Lake
property  does not contain any reserves  and funds that we spend on  exploration
will be lost. As well,  problems such as unusual or  unexpected  formations  and
other  conditions  are  involved  in  mineral  exploration  and often  result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.


WE NEED TO  CONTINUE  AS A GOING  CONCERN IF OUR  BUSINESS  IS TO  SUCCEED.  OUR
INDEPENDENT  AUDITOR  HAS RAISED  DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

The Report of  Independent  Registered  Public  Accounting  Firm to our  audited
financial  statements  for the  periods  ended May 31,  2004 and August 31, 2004
indicate that there are a number of factors that raise  substantial  doubt about
our ability to continue  as a going  concern.  Such  factors  identified  in the
reports are that we have no source of revenue and our dependence  upon obtaining
adequate  financing.  If we are not able to continue as a going  concern,  it is
likely investors will lose all of their investment.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS AND THAT WE
WILL BECOME INSOLVENT AS A RESULT.

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

EVEN IF WE DISCOVER  COMMERCIAL  RESERVES  OF PRECIOUS  METALS ON THE UPPER ROSS
LAKE  PROPERTY,   WE  MAY  NOT  BE  ABLE  TO  SUCCESSFULLY  COMMENCE  COMMERCIAL
PRODUCTION AND WILL THEREFORE NEVER ACHIEVE PROFITABILITY.

The  Upper  Ross  Lake   property   does  not  contain   any  known   bodies  of
mineralization.  If our  exploration  programs are  successful  in  establishing
copper of  commercial  tonnage and grade,  we will require  additional  funds in
order to place the property into  commercial  production.  We may not be able to
obtain such financing.

IF WE  BECOME  SUBJECT  TO  BURDENSOME  GOVERNMENT  REGULATION  OR  OTHER  LEGAL
UNCERTAINTIES, OUR  COST  OF  OPERATIONS  WILL  INCREASE  OUR  BUSINESS  WILL BE
NEGATIVELY AFFECTED.

There are several  governmental  regulations  that materially  restrict  mineral
property  exploration and  development.  Under Canadian mining law, to engage in
certain types of  exploration  will require work permits,  the posting of bonds,
and the  performance  of  remediation  work for any physical  disturbance to the
land. While these current laws will not affect our current exploration plans, if
we proceed to commence drilling  operations on the Upper Ross Lake property,  we
will incur modest regulatory compliance costs.

                                      -8-



In  addition,  the  legal  and  regulatory  environment  that  pertains  to  the
exploration of ore is uncertain and may change.  Uncertainty and new regulations
could increase our costs of doing business and prevent us from exploring for ore
deposits.  The growth of demand for ore may also be significantly  slowed.  This
could  delay  growth in  potential  demand for and limit our ability to generate
revenues.  In addition to new laws and regulations being adopted,  existing laws
may be applied to mining that have not as yet been  applied.  These new laws may
increase our cost of doing business with the result that our financial condition
and operating results may be harmed.

BECAUSE OUR DIRECTORS OWN 70.9% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE
AND CONTROL CORPORATE  DECISIONS THAT MAY BE  DISADVANTAGEOUS  TO OTHER MINORITY
SHAREHOLDERS.

Our directors own  approximately  70.9% of the outstanding  shares of our common
stock.  Accordingly,  they will have a significant  influence in determining the
outcome of all  corporate  transactions  or other  matters,  including  mergers,
consolidations,  and the sale of all or  substantially  all of our assets.  They
will also have the power to prevent or cause a change in control.  The interests
of our  directors may differ from the  interests of the other  stockholders  and
thus  result  in  corporate   decisions  that  are   disadvantageous   to  other
shareholders.

BECAUSE  OUR  PRESIDENT  HAS  OTHER  BUSINESS  INTERESTS,  HE MAY NOT BE ABLE OR
WILLING  TO  DEVOTE A  SUFFICIENT  AMOUNT  OF TIME TO OUR  BUSINESS  OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our president,  Mr. Steven Bolton only spends  approximately 15% of his business
time providing his services to us. While Mr. Bolton presently possesses adequate
time to attend to our  interests,  it is possible that the demands on Mr. Bolton
from his other  obligations  could  increase  with the  result  that he would no
longer be able to devote sufficient time to the management of our business.

BECAUSE  MANAGEMENT  HAS NO TECHNICAL  EXPERIENCE  IN MINERAL  EXPLORATION,  OUR
BUSINESS HAS A HIGHER RISK OF FAILURE DUE TO POTENTIAL POOR BUSINESS DECISIONS.

None of our  directors  has any  technical  training in the field of geology and
specifically in the areas of exploring for,  starting and operating a mine. As a
result,  we may  not be  able to  recognize  and  take  advantage  of  potential
acquisition  and  exploration  opportunities  in the sector  without  the aid of
qualified  geological   consultants.   As  well,  with  no  direct  training  or
experience,  our management may not be fully aware of the specific  requirements
related to working in this industry. Their decisions and choices may not be well
thought out and our  operations,  earnings  and ultimate  financial  success may
suffer irreparable harm as a result.

SHAREHOLDERS  WILL  SUFFER  DILUTION  IF WE SELL ADDITIONAL SHARES OF OUR COMMON
STOCK IN ORDER TO RAISE ADDITIONAL FUNDS


                                      -9-



The most likely source of additional  capital for funding our business plan will
be the sale of additional  shares of our common stock. Any sale of share capital
will result in dilution to existing shareholders. Such dilution will result in a
decrease in the value of each of our shares.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP,  SHREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is currently no market for our common stock and no certainty that a market
will develop.  We currently plan to apply for listing of our common stock on the
over the  counter  bulletin  board upon the  effectiveness  of the  registration
statement,  of which this prospectus forms a part. Our shares may never trade on
the bulletin  board.  If no market is ever developed for our shares,  it will be
difficult for shareholders to sell their stock. In such a case, shareholders may
find that they are unable to achieve benefits from their investment.

A PURCHASER IS PURCHASING  PENNY  STOCK  WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.

The shares offered by this prospectus  constitute penny stock under the Exchange
Act.  The  shares  will  remain  penny  stock for the  foreseeable  future.  The
classification  of penny stock makes it more  difficult for a  broker-dealer  to
sell the stock into a secondary market, thus limiting investment liquidity.  Any
broker-dealer  engaged by the  purchaser  for the  purpose of selling his or her
shares in our  company  will be subject  to rules  15g-1  through  15g-10 of the
Exchange  Act.  Rather  than  creating a need to comply with those  rules,  some
broker-dealers will refuse to attempt to sell penny stock.

Please  refer  to  the  "Plan  of  Distribution"  section  for a  more  detailed
discussion of penny stock and related broker-dealer restrictions.

Forward-Looking Statements

This  prospectus  contains  forward-looking  statements  that involve  risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual  results  may  differ   materially   from  those   anticipated  in  these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in the "Risk Factors" section and elsewhere in this prospectus.

                         Use Of Proceeds

We will not  receive  any  proceeds  from the sale of the common  stock  offered
through this prospectus by the selling shareholders.

                  Determination Of Offering Price

The  selling  shareholders  will sell our  shares  at $0.10 per share  until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. There is no guarantee when, if ever, that
our shares will trade on the OTC Bulletin  Board.  We  determined  this offering
price, based upon the price of the last sale of our common stock to investors.


                                      -10-



                               Dilution

The common stock to be sold by the selling  shareholders is common stock that is
currently issued and outstanding.  Accordingly, there will be no dilution to our
existing shareholders.

                          Selling Securityholders

The  selling  securityolders  named  in  this  prospectus  are  offering  all of
the 2,050,000  shares of common stock  offered  through this  prospectus.  These
shares  were  acquired  from us in  private  placements  that were  exempt  from
registration  under  Regulation  S of the  Securities  Act of 1933.  The  shares
include the following:

1.    2,000,000  shares  of  our  common  stock  that  the selling  shareholders
      acquired from us in an offering  that was  exempt from  registration under
      Regulation S of the Securities Act of 1933 and  was completed on March 23,
      2004; and

2.    50,000 shares of our common stock that the selling  shareholders  acquired
      from us in an offering that was exempt from registration  under Regulation
      S of the Securities Act of 1933 and was completed on April 2, 2004.

The  following  table  provides as of the date of this  prospectus,  information
regarding  the  beneficial  ownership  of our  common  stock held by each of the
selling shareholders, including:

  1.  the number of shares owned by each prior to this offering;
  2.  the total number of shares that are to be offered for each;
  3.  the total number of shares that will be owned by each upon
      completion of the offering; and
  4.  the percentage owned by each upon completion of the offering.


                                     Total Number
                                     Of Shares To     Total Shares   Percent
                                     Be Offered For   Owned Upon     Owned Upon
Name Of               Shares Owned   Selling          Completion     Completion
Selling               Prior To This  Shareholders Of  This           Of This
Stockholder           Offering       Account          Offering       Offering
- --------------------------------------------------------------------------------

Matthew Hubbert       50,000         50,000           Nil            Nil
1125 West 10th Avenue
Vancouver, B.C.

Sarah Dougan          50,000         50,000           Nil            Nil
3053 Brookridge Drive
North Vancouver, B.C.

Catherine Lules       50,000         50,000           Nil            Nil
884 Bute Street
Suite 101
Vancouver, B.C.

                                      -11-





Andrea Franicevic      100,000       100,000          Nil            Nil
1295 Richards Street
Suite 1605
Vancouver, B.C.

Lukas Giniotis         100,000       100,000          Nil            Nil
884 Bute Street
Suite 101
Vancouver, B.C.

Niall McClelland       100,000       100,000          Nil            Nil
884 Bute Street
Suite 101
Vancouver, B.C.

Vijay A. Kumar         100,000       100,000          Nil            Nil
1344 Coleman Street
North Vancouver,B.C.

Vijai L. Kumar         100,000       100,000          Nil            Nil
1344 Coleman Street
North Vancouver, B.C.

Candice Joiner          50,000        50,000          Nil            Nil
1143 Haro Street
Vancouver, B.C.

Richard M. Dutt Sharma 100,000       100,000          Nil            Nil
3012 Maplebrook Place
Coquitlam, B.C.

Shankar Dutt Sharma    100,000       100,000          Nil            Nil
7711 147A Street
Surrey, B.C.


                                     Total Number
                                     Of Shares To     Total Shares   Percent
                                     Be Offered For   Owned Upon     Owned Upon
Name Of                Shares Owned  Selling          Completion     Completion
Selling                Prior To This Shareholders     Of This        Of This
Stockholder            Offering      Account          Offering       Offering
- --------------------------------------------------------------------------


Sukender Datt-Sharma   100,000       100,000          Nil            Nil
7505 145A Street
Surrey,B.C.

Maria S. Orosa         100,000       100,000          Nil            Nil
1446 Esquimalt Avenue
West Vancouver,B.C.

Hjalmar Vlasveld       100,000       100,000          Nil            Nil
933 Seymour Street,
Suite 1012
Vancouver, B.C.

                                      -12-





Anil Rawal            100,000        100,000          Nil            Nil
5574 Westhaven Road
West Vancouver, B.C.

Manjula Chaube        100,000        100,000          Nil            Nil
4853 Colbrook Court
Burnaby, B.C.

Sunita Narayan        100,000        100,000          Nil            Nil
3545 Wellington Avenue
Vancouver, B.C.

Ashok Chaube          100,000        100,000          Nil            Nil
4853 Colbook Court
Burnaby, B.C.

Tristan Orchard       100,000        100,000          Nil            Nil
1143 Haro Street
Bsmt Ste
Vancouver, B.C.

Dara Fahy             100,000        100,000          Nil            Nil
1446 Esquimalt Avenue
West Vancouver, B.C.

Sarah Needham         100,000        100,000          Nil            Nil
2557 Derbyshire Way
North Vancouver, B.C.

Jason Fawcus          100,000        100,000          Nil            Nil
1295 Richards Steet
Suite 1605
Vancouver, B.C.

                                     Total Number
                                     Of Shares To     Total Shares   Percent
                                     Be Offered For   Owned Upon     Owned Upon
Name Of               Shares Owned   Selling          Completion     Completion
Selling               Prior To This  Shareholders     Of This        Of This
Stockholder           Offering       Account          Offering       Offering
- --------------------------------------------------------------------------------

Brendan Orchard        10,000         10,000          Nil            Nil
1143 Haro Street
Bsmt Ste
Vancouver, B.C.

Morgan Bexson          10,000         10,000          Nil            Nil
1414 Haro Street
Suite 909
Vancouver, B.C.

Ashika Narayan         10,000         10,000          Nil            Nil
3545 Wellington Avenue
Vancouver, B.C.



                                      -13-



Jason Sulyma          10,000         10,000           Nil            Nil
1345 Davie Street
Suite 34
Vancouver, B.C.

Sarita Nair           10,000         10,000           Nil            Nil
4911 Payne Street
Vancouver, B.C.

The named party  beneficially  owns and has sole voting and investment  over all
shares or rights to these shares.  The numbers in this table assume that none of
the selling  shareholders sells shares of common stock not being offered in this
prospectus or purchases  additional shares of common stock, and assumes that all
shares offered are sold. The percentages are based on 7,050,000 shares of common
stock outstanding on the date of this prospectus.

None of the selling shareholders:

    (1)  has had a material relationship with us other than as a
         shareholder at any time within the past three years; or

    (2)  has ever been one of our officers or directors.

None of the selling  shareholders  is a  broker-dealer  or affiliate of a broker
dealer.

The following familial relationships exist between the selling shareholders:

1.  Vijay A. Kumar and Vijai L. Kumar are husband and wife.

2.  Richard Dutt Sharma and Sukender Datt Sharma are brothers.

3.  Shankar Dutt Sharma is the cousin of Richard Dutt Sharma and Sukender
    Datt Sharma.


                        Plan Of Distribution

The selling  shareholders  may sell some or all of their  common stock in one or
more transactions, including block transactions.


The selling  shareholders  may also sell their shares  directly to market makers
acting as  principals,  brokers or dealers,  who may act as agent or acquire the
common  stock  as  principal.   Any  broker  or  dealer  participating  in  such
transactions  as agent may receive a commission  from the selling  shareholders,
or, if they act as agent  for the  purchaser  of such  common  stock,  from such
purchaser.  The selling  shareholders  will  likely pay the usual and  customary
brokerage fees for such services.  Brokers or dealers may agree with the selling
shareholders  to sell a  specified  number of shares at a  stipulated  price per
share and, to the extent  such broker or dealer is unable to do so while  acting


                                      -14-


as agent for the selling  shareholders,  to purchase,  as principal,  any unsold
shares at the price  required  to fulfill  the  respective  broker's or dealer's
commitment to the selling shareholders. The selling shareholders do not have any
arrangements or agreements  with any  broker-dealers  or  underwriting  firms to
resell on behalf of the selling shareholders.

Brokers or dealers who acquire shares as principals  may thereafter  resell such
shares  from  time to time in  transactions  in a market or on an  exchange,  in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale or at negotiated  prices,  and in connection  with such re-sales may pay or
receive commissions to or from the purchasers of such shares. These transactions
may involve cross and block  transactions  that may involve sales to and through
other brokers or dealers. If applicable, the selling shareholders may distribute
shares  to one or more of their  partners  who are  unaffiliated  with us.  Such
partners may, in turn, distribute such shares as described above. We can provide
no  assurance  that all or any of the common  stock  offered will be sold by the
selling  shareholders.  There are no  agreements or  understandings  between the
selling  shareholders  and any third parties with respect to the distribution of
their shares.

We are bearing all costs relating to the registration of the common stock. These
are estimated to be $12,500.  The selling  shareholders,  however,  will pay any
commissions  or other fees payable to brokers or dealers in connection  with any
sale of the common stock.


The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock.  In  particular,
during such times as the selling  shareholders  may be deemed to be engaged in a
distribution  of  the  common  stock,  and  therefore  be  considered  to  be an
underwriter, they must comply with applicable law and may, among other things:

  1.  Not engage in any stabilization activities in  connection with  our common
      stock;

  2.  Furnish each broker or dealer  through  which common stock may be offered,
      such copies of this  prospectus,  as amended from time to time,  as may be
      required by such broker or dealer; and

  3.  Not bid for or  purchase  any of our  securities  or attempt to induce any
      person to purchase any of our securities other than as permitted under the
      Exchange Act.

The  Securities  Exchange  Commission  has  also  adopted  rules  that  regulate
broker-dealer  practices in connection with transactions in penny stocks.  Penny
stocks are generally  equity  securities  with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq  system,  provided  that current  price and volume  information  with
respect to  transactions  in such  securities  is  provided  by the  exchange or
system).

                                      -15-



The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from  those  rules,  deliver a  standardized  risk
disclosure document prepared by the Commission, which:

  *  contains  a  description  of the nature and level of risk in the market for
     penny stocks in both public offerings and secondary trading;
  *  contains a description  of the broker's or dealer's  duties to the customer
     and of the rights and remedies  available to the customer with respect to a
     violation of such duties;
  *  contains  a  brief,  clear,  narrative  description  of  a  dealer  market,
     including  "bid" and "ask" prices for penny stocks and the  significance of
     the spread between the bid and ask price;
  *  contains  a  toll-free  telephone  number  for  inquiries  on  disciplinary
     actions;
  *  defines significant terms in the disclosure  document or in the  conduct of
     trading penny stocks; and
  *  contains such other  information  and is in such form (including  language,
     type,  size,  and  format)  as  the  Commission  shall  require  by rule or
     regulation;

The broker-dealer also must provide, prior to proceeding with any transaction in
a penny stock, the customer:

  *  with bid and offer quotations for the penny stock;
  *  details of the compensation of the broker-dealer and its salesperson in the
     transaction;
  *  the  number of  shares to which  such bid and ask  prices  apply,  or other
     comparable  information  relating to the depth and  liquidity of the market
     for such stock; and
  *  monthly  account  statements  showing the market  value of each penny stock
     held in the customer's account.

In  addition,  the penny stock rules  require that prior to a  transaction  in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written  acknowledgment of the receipt
of a risk disclosure  statement,  a written agreement to transactions  involving
penny stocks,  and a signed and dated copy of a written  suitability  statement.
These  disclosure  requirements  will have the effect of  reducing  the  trading
activity  in the  secondary  market for our stock  because it will be subject to
these penny stock rules.  Therefore,  stockholders  may have difficulty  selling
those securities.

Legal Proceedings

We are not currently a party to any legal  proceedings.  Our address for service
of process in Nevada is 1802 N. Carson Street,  Suite 212, Carson City,  Nevada,
89701.

Directors, Executive Officers, Promoters And Control Persons

Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:

                                      -16-



Directors:

Name of Director                 Age

Steven Bolton                    36
Bryan Markert                    37

Executive Officers:

Name of Officer                  Age             Office
- ---------------------           -----           -------

Steven Bolton                    36             President, Chief
                                                Executive Officer and
                                                promoter

Bryan Markert                    37             Secretary and Treasurer

Biographical Information

Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.

Mr. Steven Bolton has acted as our President,  chief executive officer, and as a
director since our  incorporation  on February 2, 2004. Mr. Bolton is a graduate
of the  University of British  Columbia  where he earned his Bachelor of Science
degree in  Zoology in 1990.  From 1992 to  present,  he has been the  manager of
Speedy  Printing  Centers,  a  commercial  printing  company  located  in  North
Vancouver,  British  Columbia,  and has  been  involved  in all  aspects  of its
business operations.

Mr. Bolton does not have any professional training or  technical  credentials in
the exploration, development and operation of mines.

Mr. Bolton  intends  to  devote  approximately  15% of his business  time to our
affairs.

Mr. Bryan Markert has acted as our secretary,  treasurer and as a director since
our incorporation on February 2, 2004. Mr. Markert is a graduate of Simon Fraser
University located in Burnaby,  British Columbia where he earned his Bachelor of
Arts degree in 1992,  majoring  in Urban  Planning.  From 1999 to  present,  Mr.
Markert has been  employed by a major  software  company where he is a technical
engineer  operating as the conduit between the company's custom software and its
end users.

Mr. Markert does not have any professional training or technical  credentials in
the exploration, development and operation of mines.

Mr. Markert  intends  to devote  approximately 10%  of his  business time to our
affairs.

Conflicts of Interest

Because  neither of our  directors  has any other  business  involvement  in the
mineral  exploration  sector,  we do not  anticipate  any  conflict  of interest
developing between our directors and us with respect to our operations.


                                      -17-


However,  if such a conflict  arises,  our bylaws  provide that each officer who
holds  another  office  or  possesses  property  whereby,  whether  directly  or
indirectly,  duties or interests might be created in conflict with his duties or
interests as our officer shall,  in writing,  disclose to the president the fact
and the nature,  character  and extent of the  conflict  and abstain from voting
with respect to any resolution in which the officer has a personal interest.

Term of Office

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

Significant Employees

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

Security Ownership Of Certain Beneficial Owners And Management

The following  table provides the names and addresses of each person known to us
to own more than 5% of our outstanding  common stock as of November 7, 2005, and
by the officers and directors,  individually and as a group. Except as otherwise
indicated, all shares are owned directly.

                                                Amount of
Title of      Name and address                  beneficial     Percent
Class         of beneficial owner               ownership      of class
- --------------------------------------------------------------------------------

Common         Steven Bolton                     2,500,000      35.46%
Stock          President, Chief
               Executive Officer
               and a Director
               2118 Eastern Avenue, Suite 5,
               North Vancouver, B.C., Canada

Common         Bryan Markert                     2,500,000      35.46%
Stock          Secretary, Treasurer
               and Director
               722 East 6th Street,
               North Vancouver B.C., Canada

Common         All officers and directors        5,000,000      70.92%
Stock          as a group that consists of         shares
               two people


The percent of class is based on  7,050,000  shares of common  stock  issued and
outstanding as of the date of this prospectus.

                         Description Of Securities

                                      -18-



General

Our authorized  capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.

Common Stock

As of November 7, 2005,  there were 7,050,000  shares of our common stock issued

and  outstanding  that are held by 29  stockholders  of  record.  Holders of our
common stock are entitled to one vote for each share on all matters submitted to
a  stockholder  vote.  Holders  of common  stock do not have  cumulative  voting
rights.  Therefore,  holders of a majority of the shares of common  stock voting
for the  election  of  directors  can elect all of the  directors.  Two  persons
present and being,  or  representing  by proxy,  shareholders  are  necessary to
constitute a quorum at any meeting of our stockholders. A vote by the holders of
a  majority  of  our  outstanding  shares  is  required  to  effectuate  certain
fundamental corporate changes such as liquidation, merger or an amendment to our
articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of
directors,  in its  discretion,  declares from legally  available  funds. In the
event of a  liquidation,  dissolution  or winding  up,  each  outstanding  share
entitles  its holder to  participate  pro rata in all assets that  remain  after
payment of  liabilities  and after  providing  for each class of stock,  if any,
having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have  never  declared  or paid any cash  dividends  on our common  stock.  We
currently intend to retain future earnings,  if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

Share Purchase Warrants

We have not issued and do not have  outstanding  any warrants to purchase shares
of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

Convertible Securities

We have not issued and do not have  outstanding any securities  convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

                                      -19-



                 Interests Of Named Experts And Counsel

No expert or counsel named in this  prospectus  as having  prepared or certified
any part of this  prospectus or having given an opinion upon the validity of the
securities  being  registered or upon other legal matters in connection with the
registration  or offering  of the common  stock was  employed  on a  contingency
basis, or had, or is to receive, in connection with the offering,  a substantial
interest,  direct  or  indirect,  in the  registrant.  Nor was any  such  person
connected with the registrant as a promoter,  managing or principal underwriter,
voting trustee, director, officer, or employee.

The  financial  statements  included  in this  prospectus  and the  registration
statement  have been audited by Dale  Matheson  Carr-Hilton  LaBonte,  Chartered
Accountants,  to the  extent  and for the  periods  set  forth in  their  report
appearing  elsewhere in this document and in the  registration  statement  filed
with the SEC,  and are  included  in reliance  upon such  report  given upon the
authority of said firm as experts in auditing and accounting.


      Disclosure Of Commission Position Of Indemnification For
                   Securities Act Liabilities

Our directors  and officers are  indemnified  as provided by the Nevada  Revised
Statutes and our Bylaws.  These  provisions  provide  that we shall  indemnify a
director or former  director  against all expenses  incurred by him by reason of
him acting in that  position.  The  directors  may also cause us to indemnify an
officer, employee or agent in the same fashion.

We have  been  advised  that  in the  opinion  of the  Securities  and  Exchange
Commission  indemnification  for liabilities arising under the Securities Act is
against  public policy as expressed in the  Securities  Act, and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  is  asserted  by one of our  directors,  officers,  or  controlling
persons in connection with the securities being  registered,  we will, unless in
the  opinion of our legal  counsel  the matter has been  settled by  controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate  jurisdiction.  We will then be governed by the
court's decision.

                   Organization Within Last Five Years

We were incorporated on February 2, 2004, under the laws of the state of Nevada.
On that date,  Steven Bolton and Bryan Markert were  appointed as our directors.
As well, Mr. Bolton was appointed as our president and chief executive  officer,
while Mr. Markert was appointed as our secretary and treasurer.

                         Description Of Business

In General

We intend to commence  operations as an exploration  stage  company.  We will be
engaged in the acquisition, and exploration of mineral properties with a view to
exploiting  any  mineral   deposits  we  discover  that   demonstrate   economic
feasibility. We own a 90% interest in three mineral claims collectively known as
the Upper Ross Lake property.  There is no assurance that a commercially  viable
mineral  deposit exists on the property.  Further  exploration  will be required
before  a  final  evaluation  as  to  the  economic  and  legal  feasibility  is
determined.

                                      -20-




Our plan of  operation  is to  conduct  exploration  work on the Upper Ross Lake
property in order to ascertain whether it possesses economic  quantities of gold
and  silver.  There  can be no  assurance  that  economic  mineral  deposits  or
reserves,  exist on the Upper Ross Lake property until  appropriate  exploration
work is done and an  economic  evaluation  based  on such  work  concludes  that
production of minerals from the property is economically  feasible. The types of
minerals  that we encounter on the Upper Ross Lake  property  will not result in
changes to our proposed exploration programs or methods.


Even if we complete  our  proposed  exploration  programs on the Upper Ross Lake
property and they are successful in identifying a mineral deposit,  we will have
to spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit.

Upper Ross Lake Property Purchase Agreement


On April 1, 2004,  we entered  into an  agreement  with Mr.  Glen  Macdonald  of
Vancouver,  British  Columbia,  whereby he agreed to sell to us a total of three
mineral claims located  approximately  44 miles  east-northeast  of Yellowknife,
Northwest  Territories  that  have the  potential  to  contain  gold and  silver
mineralization or deposits.  Neither we nor our management have any relationship
or affiliation with Mr. Macdonald.

In order to acquire a 90% interest in these claims,  subject to a 2% net smelter
returns  royalty,  we paid $7,500 to Mr.  Macdonald  from our cash on hand.  Mr.
Macdonald  wished to retain a 10% interest in the claims.  A net smelter returns
royalty is the  percentage  of money that the royalty  holder would receive from
the sale of minerals from the property to a smelter,  less refining charges, ore
treatment charges, penalties and transportation costs.

Description, Location and Access

The Upper Ross Lake Property is located along the west shore of Upper Ross Lake,
approximately  44 miles  east-northeast  of Back Bay at  Yellowknife.  The three
claims are:

                   IDA 1 -- Grant #F81805;
                   IDA 2 -- Grant #F81806; and
                   IDA 3,-- Grant #F81807.

The property may be accessed by  float-equipped  charter  aircraft or helicopter
from  Yellowknife.  The claims are 17 land miles  beyond the  Cameron  Lake Road
(Highway 4).

                                      -21-



A single high ridge  dominates  the  property,  peaking at 298  meters,  some 42
meters above the surface  level of Upper Ross Lake.  Only one other ridge in the
general area exceeds it in height. A precipitous slope falls northward away from
this crown and more gentle slopes radiate from it east, south and westward.

Over much of the  property,  good rock exposure  exists.  Where  depressions  do
occur,  they are  usually  infilled  by  glacial  debris.  Along the west  claim
boundary,  a sizeable  bog occurs and upon the  peninsula,  a drier upland swamp
masks much of the area.  Stunted  Banksian pine grows almost  exclusively upon a
significant  portion of the area  infilled  by glacial  debris,  while white and
black spruce  blanket  other  depressions  and swamps.  A few birch and tamarack
trees are scattered on the property as well.

Title to the Upper Ross Lake Property


The Upper Ross Lake property consists of three mineral claims.  These claims are
registered in the name of Glen  Macdonald and are in good standing until May 27,
2006.  This lapse date can be  extended  for up to ten years,  provided  that we
spend at least $2.00 per acre of land.  The total acreage of the Upper Ross Lake
claims is 1,394.55 acres. After the ten year period has elapsed, the claims must
be legally surveyed and taken to lease, or the rights are forfeited.

A "mineral claim" refers to a specific section of land over which a title holder
owns rights to exploration to ground.  Such rights may be transferred or held in
trust.  Mr.  Macdonald holds the three mineral claims  comprising the Upper Ross
Lake property in trust for us. It is a common procedure to have such claims held
in trust given the  expense  that we would  incur in  registering  as a recorded
claim  holder in the  Northwest  Territories.  We can request that the claims be
registered in our name at any time.

The  registration of the claims in the name of a trustee does not impact a third
party's  ability to commence an action against us respecting the Upper Ross Lake
property or to seize the claims after obtaining judgment.

The fee simple owner of the real  property  underlying  the claims that comprise
the Upper Ross Lake property is the government of Canada. The government has the
right to sell  title to this land to a third  party,  but is  unlikely  to do so
given the remote location of the property.

We have the right to explore the  property  for  mineralization,  provided  such
exploration  does not  unreasonably  disturb  the fee simple  owner's use of the
land. Because the property is undeveloped,  the government's  rights to the land
use will not be impacted  and it will not have any  obligations  respecting  the
land.


Rock Formation and Mineralization

The Upper Ross Lake property has  undergone  extensive  alteration  and tectonic
fracturing during different stages of its history. Alteration is any physical or
chemical  change in the rock that occurs  subsequent to its formation.  Tectonic
fracturing  is the  occurrence of breaks or cracks in rock caused by movement of
the earth's plates. The openings in the rock permit  mineral-bearing molten rock
to move from the earth's core to the surface and harden.

                                      -22-



An intensely  altered and fractured  zone some 60 meters wide near the west side
of the property extends for a length of over 260 meters.  Within this area, gold
and silver mineralization  occurs in quartz veins,  regularly shaped and lengthy
occurrences  of  mineralization,  along  with  pyrrhotite,  galena,  sphalerite,
chalcopyrite  and  arsenopyrite.  Pyrrhotite is a brownish iron sulfide  mineral
having  weak  magnetic  properties.  Galena is mineral  containing  mainly  lead
sulfide that is blue-gray in color. Sphalerite is an ore that is mainly a source
of zinc  sulfide  in  crystalline  form and  contains  some  iron  and  calcium.
Chalcopyrite  is  a  yellow  rock  consisting  of  copper,   iron  and  sulphur.
Arsenopyrite,  a combination of iron,  sulphur and arsenic,  is often associated
with gold mineralization.

Exploration History

Prospectors working for what is now known as Teck-Cominco  originally discovered
gold mineralization on the Upper Ross Lake property during the 1940's.

Local prospectors selectively mined narrow, high-grade gold-bearing veins on the
claims until the mid-1950's.  Production  records were not maintained,  but five
open pits are present on the  property  which have had several  hundred  tons of
material removed. Limited work and no drilling have been undertaken since.


In 1994, Ishtar Explorations Ltd., a private company, gathered grab  samples the
mineralized surface rock that extends in a southerly  direction from the old pit
areas.

Mr. Glen Macdonald, a professional  geologist familiar  with the region,  staked
the Upper  Ross  Lake  claims in 2003.  We acquired our interest in the property
from him.


The claims comprising the Upper Ross Lake property are free of mineral workings,
equipment  and  other  infrastructure  facilities.  We have  not  completed  any
exploration  work on the property and there is no  exploration  currently  being
conducted  on the  claims,  although  we have  funded  $5,000  for the phase one
exploration  program  that will  commence  in November  2005.  There is no power
source on the Upper Ross Lake property.  We will need to use portable generators
if we require a power source for future exploration.

The Upper Ross Lake property is without known reserves. Our proposed exploration
programs are exploratory in nature.

Competition

While the  mineral  property  exploration  business  is  competitive,  we do not
anticipate  having any  difficulties  retaining  qualified  personnel to conduct
exploration on the Upper Ross Lake property.

Despite competition amongst silver and gold producers,  there is a strong market
for any silver or gold that is removed from the Upper Ross Lake property.  While
it is unlikely  that we will discover a mineral  deposit on the property,  if we
do, the value of the property will be influenced by the market prices for silver
and gold. These prices,  to some degree,  are influenced by the amount of silver
and gold sold by advanced stage production companies.


                                      -23-



There are a large number of mineral  exploration  companies such as us that look
to acquire  interests in properties and conduct  exploration on them.  Given the
large  number  of  unexplored  or under  explored  mineral  properties  that are
currently  available for  acquisition,  we do not expect  competition  to have a
material impact on our business operations.

In the mineral  exploration  sector, our competitive  position is insignificant.
There are numerous mineral exploration companies with substantially more capital
and resources  that are able to secure  ownership of mineral  properties  with a
greater potential to host economic  mineralization.  We are not able to complete
with such  companies.  Instead,  we will attempt to acquire  properties  without
proven mineral deposits that may have the potential to contain mineral deposits.


Geological Assessment Report: Upper Ross Lake Property


We  retained  Mr.  William  G.  Timmins,  a  geological  engineer,  to prepare a
geological  summary  report on the Upper Ross Lake  property.  Mr.  Timmins is a
graduate of the Provincial  Institute of Mining  located in Haileybury,  Ontario
(1956) and attended Michigan  Technological  University from 1962 t0 1965, where
he studied geology. He was licensed by the Professional Engineers Association of
British Columbia in 1969 in the geological discipline. Mr. Timmins has practiced
as  geologist  for  over  45  years,  having  been  engaged  in the  evaluation,
exploration and development of mineral  properties in Canada, the United States,
Latin and South America, Australia and New Zealand.

Mr.  Timmins  concludes  that the Upper  Ross  Lake  property  warrants  further
exploration,  given the  previous  discovery of  significant  grades of gold and
silver  mineralization.  Mineral grades are  considered  significant if they are
higher than would be typically  found on any given  property and if they suggest
that the property thereby has the potential to become a mine.

Mr. Timmins also notes that there has never been a systematic  sampling  program
on the property and that no modern exploration  technology has ever been applied
to the  prospect.  He  recommends  a  two-phase  exploration  program to further
evaluate the Upper Ross Lake Property.


Phase I would consist of compiling past  exploration  data and sampling areas of
the property that were previously  explored.  Sampling  consists of a consulting
geologist  gathering  soil or  pieces of rock that  appear to  contain  precious
metals  such  as  gold  and  silver.  All  samples  gathered  will  be sent to a
laboratory where they are crushed and analysed for metal content.

Phase II would  consist of  geological  mapping and  geophysical  test  surveys.
Geological  mapping involves plotting previous  exploration data relating to the
Upper  Ross  Lake  Property  on a map in order to  determine  the best  property
locations to conduct subsequent exploration work.

                                      -24-



Geophysical  surveying  is the search for  mineral  deposits  by  measuring  the
physical  property of  near-surface  rocks,  and  looking for unusual  responses
caused by the presence of mineralization.  Electrical, magnetic,  gravitational,
seismic and radioactive properties are the ones most commonly measured.

Proposed Budget

Approximate costs for the recommended two phase program are as following:


Phase One:  Data Acquisition

Resampling of old workings:                      $5,000.00
                                                 ---------


Total Phase I Costs:                             $5,000.00
                                                 =========

Phase Two:  Geological Survey and
            Geophysical Survey

Mapping:                                        $ 2,000.00
Analytical:                                     $ 2,000.00
Geophysical test surveys:                       $ 6,000.00
                                                ----------


Total Phase II Costs:                           $10,000.00
                                                ----------

Total Program Costs:                            $15,000.00
                                                ==========


We have funded the phase one  exploration  costs from our cash on hand.  We also
anticipate that we will be able to fund most or all of the phase two exploration
program  from our  current  cash on hand.  In order to fund  future  operations,
including  administrative costs relating to our reporting  obligations,  we will
have to raise additional  capital.  We anticipate raising funds through the sale
of additional shares of our common stock or through director loans, though we do
not have any commitments in this regard.

If we are unable to raise  sufficient  capital,  we may also consider  selling a
portion of the Upper Ross Lake  property to a third  party in exchange  for that
party  paying  us cash  and/or  committing  to  complete  a  certain  amount  of
exploration on the property.  We have not contacted any third parties  regarding
such an arrangement.

Compliance with Government Regulation

We will be required  to comply with all  regulations,  rules and  directives  of
governmental  authorities and agencies applicable to the exploration of minerals
in Canada generally, and in the Northwest Territories specifically.

We will have to sustain the cost of reclamation and environmental  mediation for
all exploration and development  work  undertaken.  The amount of these costs is
not known at this time as we do not know the extent of the  exploration  program
that  will  be  undertaken  beyond  completion  of the  currently  planned  work
programs.  Because  there is presently no  information  on the size,  tenor,  or
quality of any resource or reserve at this time,  it is impossible to assess the
impact of any capital  expenditures on earnings or our  competitive  position in
the event a potentially economic deposit is discovered.

                                      -25-



If we enter into  production,  the cost of complying  with permit and regulatory
environment  laws will be greater  than in the  exploration  phases  because the
impact on the project area is greater.  Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment.  Examples of regulatory requirements
include:

         -        Water discharge will have to meet water standards;

         -        Dust  generation  will  have   to  be  minimal  or   otherwise
                  re-mediated;

         -        Dumping   of  material  on  the  surface  will   have   to  be
                  re-contoured and re-vegetated;

         -        An assessment of all material to be  left on the  surface will
                  need to be environmentally benign;

         -        Ground  water  will  have  to  be  monitored for any potential
                  contaminants;

         -        The  socio-economic  impact  of  the project  will  have to be
                  evaluated and if deemed negative, will have to be re-mediated;
                  and
         -        There will  have  to be an  impact  report  of the work on the
                  local fauna and flora.



We will  not  incur  any  government  compliance  costs in  connection  with the
proposed phase one and two exploration programs on the Upper Ross Lake property.
However,  when we conduct  advanced  exploration on the claims that includes the
disturbance of surface soil, as would happen during a drilling program, we would
anticipate  incurring  costs of around  $10,000 in  complying  with  remediation
requirements. Remediation involves putting the property surface back in the same
state as we initially  found it. These steps usually  include earth  movement to
fill any holes we create during exploration and tree planting.

Also,  to  operate  a  working  mine  in  the  jurisdiction,  the  Environmental
Assessment  Act  may  require  an  environmental  review  process.  The  cost of
complying with these  regulations may cost as much as $100,000 during the course
of exploration  that will be necessary to determine  whether the Upper Ross Lake
property contains economic mineralization.

In order to fund the above costs, we will have to raise additional  capital.  We
anticipate  raising funds  through the sale of  additional  shares of our common
stock, though we do not have any commitments in this regard.


Employees

                                      -26-



We have no  employees  as of the  date of this  prospectus  other  than  our two
directors.

Research and Development Expenditures

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

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Reports to Security Holders

Although  we are not  required  to  deliver a copy of our  annual  report to our
security  holders,  we  will  voluntarily  send a copy  of  our  annual  report,
including  audited  financial  statements,  to any  registered  shareholder  who
requests it. We will not be a reporting  issuer with the Securities and Exchange
Commission until our registration statement on Form SB-2 is declared effective.

We have filed a registration statement on Form SB-2, under the Securities Act of
1933, with the Securities and Exchange  Commission with respect to the shares of
our common stock offered through this prospectus.  This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the  registration  statement and exhibits.  Statements  made in the
registration  statement  are summaries of the material  terms of the  referenced
contracts,  agreements  or  documents  of  the  company.  We  refer  you  to our
registration  statement  and each  exhibit  attached  to it for a more  detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials.  You may inspect the registration  statement,  exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's  principal
office  in  Washington,  D.C.  Copies  of all or any  part  of the  registration
statement may be obtained from the Public  Reference  Section of the  Securities
and Exchange Commission, 450 Fifth Street, N.W., Washington,  D.C. 20549. Please
call the Commission at 1-800-SEC-0330  for further  information on the operation
of the public  reference  rooms.  The  Securities and Exchange  Commission  also
maintains  a  web  site  at  http://www.sec.gov  that  contains  reports,  proxy
statements and information  regarding  registrants that file electronically with
the Commission.  Our registration statement and the referenced exhibits can also
be found on this site.


                        Plan Of Operations

                                      -27-





Our  plan  of  operation  for  the  twelve  months  following  the  date of this
prospectus is to complete the recommended phase one and two exploration programs
on the Upper Ross Lake  property  consisting  of  re-sampling  of old  workings,
geologic mapping,  analytical and test surveys. We anticipate that the phase one
program will cost  approximately  $5,000,  while the phase two program will cost
approximately  $10,000. To date, we have not commenced  exploration on the Upper
Ross Lake property, although we have funded the phase one exploration program.

We plan to  commence  the phase one  exploration  program on the Upper Ross Lake
property in November 2005. The program  should take  approximately  one month to
complete.  Phase  one will  consist  of a  consulting  geologist  reviewing  and
compiling  information  regarding  previous  exploration on the property and the
re-sampling of property that are known to contain gold. The re-sampling  will be
conducted by a geologist and his helper.  They will gather rock and soil samples
from various  property  locations  and then ship them to a laboratory  that will
analyze them for mineral content. The geologist will then analyze the laboratory
results in order to determine  which  directions,  if any,  that  mineralization
trends  on  the  property  and  to  choose  property  areas  upon  which  future
exploration should focus. Our directors,  Steven Bolton and Bryan Markert,  will
not be involved in exploration work on the property.

The  objective  of the phase one  exploration  program  will be to  confirm  the
presence of gold in  previously  sampled areas and to gain an  understanding  of
where additional mineralization may be discovered on the property.

We will then  undertake  the phase two work  program  during the spring of 2006.
This program will also take approximately one month to complete. It will consist
of mapping and  reviewing the results of the phase one  exploration  program and
performing geophysical test surveys on the claims.

Mapping involves plotting previous  exploration data relating to a property on a
map in order to determine  the best  property  locations  to conduct  subsequent
exploration work.

Geophysical  surveying  is the search for  mineral  deposits  by  measuring  the
physical  property of  near-surface  rocks,  and  looking for unusual  responses
caused by the presence of mineralization.  Electrical, magnetic,  gravitational,
seismic and  radioactive  properties  are the ones most commonly  measured.  The
geologist   overseeing  the  phase  two  exploration  program  will  choose  the
appropriate  geophysical survey or surveys based on the results of the phase one
program.

The budget for the phase two program is as follows:

Mapping:                                        $ 2,000.00
Analytical:                                     $ 2,000.00
Geophysical test surveys:                       $ 6,000.00
                                                ----------

Total Phase II Costs:                           $10,000.00

We intend to retain Mr. William Timmins, a geological engineer, to undertake the
proposed  exploration on the Upper Ross Lake property given his familiarity with
the property area. Mr. Timmins has worked on other mineral exploration  projects
in the region of the Upper Ross Lake  claims and  visited  the  property  during
April  2004.  Mr.  Timmins has never had and does not have any  relationship  or
affiliation with us or our management.

                                      -28-



We do not have any verbal or written  agreement  regarding  the retention of Mr.
Timmins for this  exploration  program,  though he has indicated that he will be
available to provide his services.  We have not executed a formal agreement with
Mr. Timmins because that is not the typical practice in the mineral  exploration
sector.  The costs of Mr.  Timmins's  services are included in his phase one and
phase two budgets.

As well, we  anticipate  spending an additional  $15,000 on  professional  fees,
including  fees  payable  in  connection  with the  filing of this  registration
statement and complying with reporting  obligations,  and general administrative
costs.

Total expenditures over the next 12 months are therefore expected to be $30,000.
We will not realize any revenue from our  operations in the next 12 months.  Our
current cash on hand as of November 7, 2005 is $7,026.

Our  cash  reserves  are not  sufficient  to meet our  obligations  for the next
twelve-month period. As a result, we will need to seek additional funding in the
near future. We currently do not have a specific plan of how we will obtain such
funding;  however,  we anticipate that additional funding will be in the form of
equity  financing from the sale of our common stock.  We may also seek to obtain
short-term loans from our directors, although no such arrangement has been made.
At this time, we cannot  provide  investors  with any assurance  that we will be
able to raise sufficient  funding from the sale of our common stock or through a
loan from our directors to meet our obligations over the next twelve months.  We
do not have any  arrangements  in place for any  future  equity  financing.  Our
directors  have  indicated  that they are  prepared to loan us up to $50,000 for
operations,  though they have no obligations in this regard. Such loans would be
unsecured, non-interest bearing loans with no fixed terms of repayment.

If we are unable to raise  sufficient  capital,  we may also consider  selling a
portion of the Upper Ross Lake  property to a third  party in exchange  for that
party  paying  us cash  and/or  committing  to  complete  a  certain  amount  of
exploration on the property.  We have not contacted any third parties  regarding
such an arrangement.

Results Of Operations For The Period From Inception Through August 31, 2005

We have not earned any revenues  from our  incorporation  on February 2, 2004 to
August 31, 2005.  We do not  anticipate  earning  revenues  unless we enter into
commercial  production on the Upper Ross Lake  property,  which is doubtful.  We
have not  commenced  the  exploration  stage of our  business and can provide no
assurance that we will discover economic  mineralization on the property,  or if
such minerals are discovered, that we will enter into commercial production.

We incurred  operating expenses in the amount of $32,046 for the period from our
inception on February 2, 2004 to August 31, 2005. These operating  expenses were
comprised of accounting and audit fees of $14,476,  $12,500 in mineral  property
costs, $4,000 in legal fees, $858 in filing fees and $212 in bank charges.


                                      -29-



We have not attained  profitable  operations  and are dependent  upon  obtaining
financing  to pursue  exploration  activities.  For these  reasons our  auditors
believe  that there is  substantial  doubt that we will be able to continue as a
going concern.

                       Description Of Property

We own a 90% interest,  subject to a 2% net smelter returns  interest,  in three
mineral claims  comprising the Upper Ross Lake property.  We do not own or lease
any property  other than the Upper Ross Lake  property.  Our  president,  Steven
Bolton, provides home office space to us free of charge.


            Certain Relationships And Related Transactions

None of the  following  parties has,  since our date of  incorporation,  had any
material  interest,  direct or indirect,  in any  transaction  with us or in any
presently proposed transaction that has or will materially affect us:

  *  Any of our directors or officers;
  *  Any person  proposed as a nominee for  election as a director;
  *  Any person who beneficially owns, directly or  indirectly, shares  carrying
     more than 10% of the voting rights attached to our  outstanding  shares  of
     common stock;
  *  Our sole promoter, Steven Bolton;
  *  Any member of the immediate family of any of the foregoing persons.

Our sole promoter,  Steven  Bolton, has  not received anything of value from us,
directly or indirectly, since our inception. We  have  not  acquired  any assets
from Mr. Bolton.

     Market For Common Equity And Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter  bulletin board upon the
effectiveness  of the  registration  statement of which this prospectus  forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As  of  the  date  of  this  registration   statement,  we  have  29  registered
shareholders.

                                      -30-



Rule 144 Shares

A total of 5,000,000 shares of our common stock are available for  resale to the
public  after  February  25, 2005  in  accordance  with the volume  and  trading
limitations of Rule 144 of the Act. In general, under  Rule 144 as  currently in
effect, a person who has  beneficially  owned shares of a company's common stock
for at least one year is entitled to sell within any three month period a number
of shares that does not exceed the greater of:

1. 1% of  the number  of shares  of the  company's common stock then outstanding
   which,  in  our  case,  will  equal  70,050  shares  as  of  the date of this
   prospectus; or

2. the average weekly  trading  volume of the company's  common stock during the
   four calendar weeks preceding the filing of a notice on Form 144 with respect
   to the sale.

Sales under Rule 144 are also  subject to manner of sale  provisions  and notice
requirements  and to the  availability of current public  information  about the
company.

Under Rule 144(k),  a person who is not one of the  company's  affiliates at any
time during the three months  preceding a sale, and who has  beneficially  owned
the shares  proposed  to be sold for at least two  years,  is  entitled  to sell
shares without  complying with the manner of sale,  public  information,  volume
limitation or notice provisions of Rule 144.

As of the date of this  prospectus,  persons who are our affiliates  hold all of
the 5,000,000 shares that may be sold pursuant to Rule 144.

Registration Rights

We have not granted  registration  rights to the selling  shareholders or to any
other persons.

Dividends

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

1.  we would not be able to pay our debts as they become due in the usual course
    of business; or

2.  our total  assets would be less than the sum of our total  liabilities  plus
    the amount  that would be needed to satisfy the rights of  shareholders  who
    have preferential rights superior to those receiving the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.

                        Executive Compensation

Summary Compensation Table

                                      -31-




The table below summarizes all compensation awarded to, earned by, or
paid to our  executive  officers by any person for all services  rendered in all
capacities  to us for the  fiscal  years  ended  May 31,  2005  and 2004 and the
subsequent period to the date of this prospectus.

                         Annual Compensation

                                 Other Restricted  Options/ LTIP    Other
                                        Stock *     SARs    payouts Comp
Name    Title  Year Salary Bonus Comp. Awarded      (#)      ($)
- --------------------------------------------------------------------------------

Steven  Pres. 2005   $0     0      0      0        0       0    0
Bolton  CEO & 2004   $0     0      0      0        0       0    0
        Dir.

Bryan    Sec. 2005   $0     0      0      0        0       0    0
Markert   &   2004   $0     0      0      0        0       0    0
        Treas.



Stock Option Grants

We have not  granted  any stock  options  to the  executive  officers  since our
inception.

Consulting Agreements

We do  not  have any  employment or  consulting  agreement  with  Mr. Bolton  or
Mr. Markert. We do not pay them any amount for acting as a director.

Financial Statements

Index to Financial Statements:

1. Report of Independent Registered Public Accounting Firm;

2. Audited financial statements for the period ending May 31, 2005, including:

  a. Report of Independent Registered Public Accounting Firm;

  b. Balance Sheet;

  c. Statement of Operations

  d. Statement of Cash Flows; and

  e. Statement of Stockholders' Equity;

  f. Notes to Financial Statements

3. Audited  financial  statements  for  the  period   ending  August  31,  2005,
   including:

  a. Report of Independent Registered Public Accounting Firm;

  b. Balance Sheet;

  c. Statement of Operations

  d. Statement of Cash Flows; and

  e. Statement of Stockholders' Equity;

  f. Notes to Financial Statements

                                      -32-





                              QUORUM VENTURES, INC.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                                  May 31, 2005




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

STATEMENT OF STOCKHOLDERS' EQUITY

NOTES TO THE FINANCIAL STATEMENTS

                                      -33-



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


                                                                     
[DALE MATHESON           Partnership of:           Robert J Burkart, Inc.     James F Carr-Hilton, Ltd.
[CARR-HILTON LABONTE     Alvin F Dale, Ltd.        Peter J Donaldson, Inc.    R.J. LaBonte, Ltd.
- -------------------      Robert J Matheson, Inc.   Fraser G Ross, Ltd.
[CHARTERED ACCOUNTANTS LOGO]




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors of Quorum Ventures, Inc.

We have audited the balance sheet of Quorum Ventures, Inc. (an exploration stage
company)  as of May 31, 2005 and the  statements  of  operations,  stockholders'
equity and cash flows for the year then ended.  These  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these  financial  statements  based on our  audit.  The  Company's
financial  statements  as at May 31, 2004,  and for the period from  February 2,
2004  (inception)  to May 31, 2004 were audited by other  auditors  whose report
dated October 12, 2004 included an explanatory paragraph regarding the Company's
ability to continue as a going concern.  The financial statements for the period
from  February 2, 2004 (date of inception) to May 31, 2004 reflect a net loss of
$14,547 of the related cumulative total net loss. The other auditors' report has
been furnished to us, and our opinion, insofar as it relates to amounts included
for such prior periods, is based solely on the report of such other auditor.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  whether  the  financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  based on our audit and the report of the other  auditor,  these
financial  statements  present fairly, in all material  respects,  the financial
position  of Quorum  Ventures,  Inc.  as of May 31,  2005 and the results of its
operations  and its cash flows and the changes in  stockholders'  equity for the
year then ended and for the period from  February 2, 2004 (date of inception) to
May 31, 2005 in accordance  with United  States  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company is in the exploration stage and has incurred
losses  since  inception  and has  limited  working  capital  available  raising
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.
..

                                        /s/ Dale Matheson Carr-Hilton LaBonte

                                            CHARTERED ACCOUNTANTS
September 21, 2005 Vancouver, B.C.


 A MEMBER OF MMGI INTERNATIONAL, A WORLDWIDE NETWORK OF INDEPENDENT ACCOUNTANTS
                             AND BUSINESS ADVISORS




                                                                                                    
Vancouver Offices:  Suite 1700-1140 West Pender Street, Vancouver, B.C., Canada V6E 4G1  Tel: 604 687 4747  Fax: 604 687 4216
                    Suite 610-938 Howe Street, Vancouver, B.C., Canada V6Z 1N9           Tel: 604 682 2778  Fax: 604 689 2778
Surrey Office       Suite 303-7337 -137th Street, Surrey, B.C., Canada V3W 1A4           Tel: 604 572 4586  Fax: 604 572 4587


                                      -34-





                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                                 BALANCE SHEETS





                                                                             May 31, 2005         May 31,
                                                                                                    2004
                                                                                       
                                     ASSETS

Current Assets
   Cash                                                                    $         15,642  $         22,503
                                                                           ----------------  ----------------
Total assets                                                               $         15,642  $         22,503
                                                                           ================  ================

                                   LIABILITIES
Current Liabilities
   Accounts payable and accrued liabilities                                $         15,742  $          7,050
                                                                           ----------------  ----------------

                        STOCKHOLDERS' EQUITY (DEFICIENCY)

Common stock (Note 4)
   75,000,000 shares authorized, $0.001 par value,
   7,050,000 shares outstanding                                                       7,050             7,050
Additional paid in capital                                                           22,950            22,950
Deficit accumulated during the exploration stage                              (      30,100)    (      14,547)
                                                                           ----------------  -----------------
                                                                               (        100)           15,453
                                                                           ----------------  -----------------
Total liabilities and stockholders' equity (deficiency)                    $         15,642  $         22,503
                                                                           ================  =================


Nature And Continuance of Operations (Note 1)


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

                                      -35-





                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                            STATEMENTS OF OPERATIONS




                                                                                February 2, 2004     February 2, 2004
                                                              Year ended       (Inception) to May   (Inception) to May
                                                                May 31,               31,                  31,
                                                                 2005                 2004                 2005
                                                                 ----                 ----                 ----
                                                                                           
Expenses
   Accounting and audit                                   $          7,048     $          5,500     $         12,548
   Bank charges                                                        147                   47                  194
   Filing                                                              858                    -                  858
   Legal                                                             2,500                1,500                4,000
   Mineral property costs                                            5,000                7,500               12,500
                                                         -----------------     ----------------     ----------------
Loss before income taxes                                           (15,553)             (14,547)             (30,100)

Provision for income taxes                                               -                    -                    -
                                                         -----------------     ----------------     -----------------
Net loss for the period                                   $        (15,553)    $        (14,547)    $        (30,100)
                                                         =================     ================     =================
Net loss per share, basic and diluted                     $          (0.00)    $          (0.00)
                                                         =================     =================
Weighted average number of shares outstanding                    7,050,000            5,322,266
                                                         =================     =================



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

                                      -36-



                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                             STATEMENT OF CASH FLOWS




                                                                                      February 2, 2004     February 2, 2004
                                                                    Year ended       (Inception) to May   (Inception) to May
                                                                      May 31,               31,                   31,
                                                                       2005                 2004                 2005
                                                                       ----                 ----                 ----
                                                                                                 
Cash Flows From Operating Activities
   Net loss for the period                                      $  (       15,553)   $  (       14,547)   $  (       30,100)
   Change in liabilities
     Accounts payable and accrued liabilities                               8,692                7,050               15,742
                                                                -----------------    -----------------    ------------------
Net cash used in operating activities                              (        6,861)      (        7,497)      (       14,358)
                                                                -----------------    -----------------    ------------------

Cash Flows From Financing Activities
   Proceeds from sale and issuance of common stock                              -               30,000               30,000
                                                                -----------------    -----------------    ------------------
Net cash from financing activities                                              -               30,000               30,000
                                                                -----------------    -----------------    ------------------
Increase (decrease) in cash during the period                      (        6,861)              22,503               15,642

Cash, beginning of the period                                              22,503                    -                    -
                                                                -----------------    -----------------    ------------------

Cash, end of the period                                         $          15,642    $          22,503    $          15,642
                                                                =================    =================    ==================
Cash paid during the period for:
   Interest                                                     $               -    $               -    $               -
   Income taxes                                                                 -                    -                    -
                                                                =================    =================    ==================



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

                                      -37-


                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                    STATEMENT OF STOCKHOLDERS' EQUITY for the
               period February 2, 2004 (Inception) to May 31, 2005




                                                                                                     Deficit
                                                                                                   Accumulated
                                                                                   Additional      During the
                                                        Common Shares                Paid-in       Exploration
                                              -----------------------------------
                                                   Number            Amount          Capital          Stage           Total
                                                   ------            ------          -------          -----           -----
                                                                                                  
Common stock issued for cash
 - at $0.001 per share, February 2004              5,000,000    $        5,000   $            -  $            -  $        5,000
 - at $0.01 per share, March 2004                  2,000,000             2,000           18,000               -          20,000
 - at $0.10 per share, April 2004                     50,000                50            4,950               -           5,000
Net loss for the period                                    -                 -                -      (   14,547)    (    14,547)
                                                  -----------   --------------   --------------  --------------- ---------------
Balance, May 31, 2004                              7,050,000    $        7,050   $       22,950  $   (   14,547) $       15,453

Net loss for the year                                      -                 -                -      (   15,553)    (    15,553)
                                                  -----------   --------------   --------------  --------------- ---------------
Balance, May 31, 2005                              7,050,000    $        7,050   $       22,950  $   (   30,100) $   (      100)
                                                  ===========   ==============   ==============  =============== ===============



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

                                      -38-



                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2005


Note 1        Nature and Continuance of Operations
              ------------------------------------
              Organization

              The Company was incorporated in the State of Nevada on February 2,
              2004. The Company's fiscal year end is May 31.

              Exploration Stage Activities

              The Company has been in the exploration  stage since its formation
              and has not yet realized any revenues from its planned operations.
              It is primarily  engaged in the  acquisition  and  exploration  of
              mining properties.

              The  Company  has  acquired  a  mineral  property  located  in the
              Province of British  Columbia,  Canada and has not yet  determined
              whether this  property  contains  reserves  that are  economically
              recoverable.  The recoverability of amounts from the property will
              be  dependent  upon  the  discovery  of  economically  recoverable
              reserves, confirmation of the Company's interest in the underlying
              property, the ability of the Company to obtain necessary financing
              to  satisfy  the  expenditure   requirements  under  the  property
              agreement and to complete the development of the property and upon
              future profitable production or proceeds for the sale thereof.

              Going concern

              These  financial  statements have been prepared in conformity with
              generally accepted  accounting  principles in the United States of
              America with the on-going assumption that the Company will be able
              to realize its assets and discharge its  liabilities in the normal
              course  of  business.   The  Company  has  incurred  losses  since
              inception resulting in an accumulated deficit of $30,100 as of May
              31, 2005 and further losses are  anticipated in the development of
              its business raising substantial doubt about the Company's ability
              to continue as a going concern.  These financial statements do not
              include any  adjustments  to the amounts  and  classifications  of
              assets and liabilities  that might be necessary should the Company
              be unable to continue as a going  concern.  Management  intends to
              address  the going  concern  issue by  funding  future  operations
              through  the sale of equity  capital  and by  director  loans,  if
              needed.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------
              Basis of Presentation
              ---------------------
              The  financial  statements  of the  Company  are  presented  in US
              dollars and have been  prepared in  accordance  with United States
              generally accepted accounting principles.

                                      -39-



                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2005


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Mineral Property
              ----------------
              The Company has been in the exploration  stage since its formation
              on February 2, 2004 and has not  realized  any  revenues  from its
              planned operations. It is primarily engaged in the acquisition and
              exploration of mining properties. Mineral property acquisition and
              exploration  costs are charged to operations as incurred.  When it
              has been  determined  that a mineral  property can be economically
              developed  as  a  result  of  establishing   proven  and  probable
              reserves,   the  costs  incurred  to  develop  such  property  are
              capitalized.    Such   costs   will   be   amortized   using   the
              units-of-production method over the estimated life of the probable
              reserve.

              Use of Estimates and Assumptions
              --------------------------------
              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles in the United States of
              America requires management to make estimates and assumptions that
              affect  the  reported   amounts  of  assets  and  liabilities  and
              disclosure of contingent assets and liabilities at the date of the
              financial  statements  and the  reported  amounts of revenues  and
              expenses during the period. Actual results could differ from those
              estimates.

              Foreign Currency Translation
              ----------------------------
              The financial  statements are presented in United States  dollars.
              In  accordance  with  Statement of Financial  Accounting  Standard
              ("SFAS")  No.  52,   "Foreign   Currency   Translation",   foreign
              denominated  monetary  assets and  liabilities  are  translated to
              their United States  dollar  equivalents  using  foreign  exchange
              rates  which  prevailed  at the balance  sheet  date.  Revenue and
              expenses are  translated at average  rates of exchange  during the
              period. Certain translation adjustments are reported as a separate
              component  of  stockholders'  equity,   whereas  gains  or  losses
              resulting  from  foreign  currency  transactions  are  included in
              results of operations.

              Income Taxes
              ------------
              A deferred tax asset or  liability  is recorded for all  temporary
              differences  between financial and tax reporting and net operating
              loss  carryforwards.  Deferred tax expenses (recovery) result from
              the net  change  during  the  period of  deferred  tax  assets and
              liabilities.

              Deferred tax assets are reduced by a valuation  allowance when, in
              the  opinion of  management,  it is more likely than not that some
              portion or all of the  deferred  tax assets will not be  realized.
              Deferred tax assets and  liabilities  are adjusted for the effects
              of changes in tax laws and rates on the date of enactment.

                                      -40-



                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2005


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Stock-based Compensation
              ------------------------
              In  December  2002,  the  Financial   Accounting  Standards  Board
              ("FASB")   issued  SFAS  No.  148,   "Accounting  for  Stock-Based
              Compensation  -  Transition  and  Disclosure",   an  amendment  of
              Financial  Accounting Standard No. 123 "Accounting for Stock-Based
              Compensation" ("SFAS No. 123"). The purpose of SFAS No. 148 is to:
              (1) provide  alternative  methods of transition for an entity that
              voluntarily  changes to the fair value based method of  accounting
              for stock-based  employee  compensation,  (2) amend the disclosure
              provisions to require  prominent  disclosure  about the effects on
              reported  net income of an entity's  accounting  policy  decisions
              with  respect to  stock-based  employee  compensation,  and (3) to
              require   disclosure  of  those   effects  in  interim   financial
              information.  As the Company has not granted any stock  options no
              pro-forma disclosure has been provided.

              The Company has  elected to account for stock  options  granted to
              employees and officers  using the intrinsic  value based method in
              accordance  with the  provisions  of Accounting  Principles  Board
              Opinion No. 25, "Accounting for Stock Issued to Employees",  ("APB
              No. 25") and comply with the disclosure provisions of SFAS No. 123
              as amended by SFAS No. 148 as described  above.  Under APB No. 25,
              compensation  expense is recognized  based on the  difference,  if
              any, on the date of grant between the estimated  fair value of the
              Company's stock and the amount an employee must pay to acquire the
              stock.  Compensation  expense is recognized  immediately  for past
              services and pro-rata for future services over the  option-vesting
              period.  In  addition,  with respect to stock  options  granted to
              employees,  the Company provides pro-forma information as required
              by SFAS No. 123 showing  the  results of  applying  the fair value
              method using the Black-Scholes option pricing model. In accordance
              with SFAS No. 123, the Company applies the fair value method using
              the Black-Scholes  option-pricing  model in accounting for options
              granted to consultants.

              The Company accounts for equity instruments issued in exchange for
              the  receipt of goods or  services  from other than  employees  in
              accordance  with SFAS No. 123 and the  conclusions  reached by the
              Emerging  Issues  Task Force in Issue No.  96-18  ("EITF  96-18").
              Costs are  measured  at the  estimated  fair  market  value of the
              consideration  received or the estimated  fair value of the equity
              instruments  issued,  whichever is more reliably  measurable.  The
              value of equity  instruments  issued for consideration  other than
              employee  services is  determined on the earliest of a performance
              commitment or completion of  performance  by the provider of goods
              or services as defined by EITF 96-18.

              The Company has also adopted the provisions of FASB Interpretation
              No.44,   Accounting  for  Certain  Transactions   Involving  Stock
              Compensation - An Interpretation of APB Opinion No. 25 ("FIN 44"),
              which provides guidance as to certain applications of APB 25.

              The  Company  has not  adopted  a stock  option  plan  and has not
              granted   any   stock   options.   Accordingly,   no   stock-based
              compensation has been recorded to date.

                                      -41-



                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2005

Note 2         Summary of Significant Accounting Policies - (cont'd)
               ------------------------------------------

              Net Loss Per Share
              ------------------
              Basic  net  loss  per  share  is  computed  by  dividing  net loss
              attributable to common stockholders by the weighted average number
              of shares of common stock outstanding  during the period.  Diluted
              net loss per share takes into consideration shares of common stock
              outstanding  (computed under basic loss per share) and potentially
              dilutive shares of common stock.

              Recent Accounting Pronouncements
              --------------------------------
              In March  2004,  the FASB  issued  EITF No.  03-1,  The Meaning of
              Other-Than-Temporary  Impairment  and Its  Application  to Certain
              Investments  ("EITF  03-1").  The  objective  of  EITF  03-1 is to
              provide guidance for identifying impaired  investments.  EITF 03-1
              also provides new disclosure requirements for investments that are
              deemed to be  temporarily  impaired.  In  October  2004,  the FASB
              delayed the recognition  and  measurement  provisions of EITF 03-1
              until   implementation   guidance   is  issued.   The   disclosure
              requirements  are effective for annual  periods  ending after June
              15,  2004,  and remain in  effect.  Management  believes  that the
              adoption  of EITF  03-1  will not have a  material  impact  on the
              Company's financial condition or results of operations.

              In December  2004,  the FASB issued SFAS No. 123  (Revised  2004),
              Share-Based   Payment   ("SFAS   123(R)"),   which   requires  the
              compensation cost related to share-based  payments,  such as stock
              options and employee  stock purchase  plans,  be recognized in the
              financial  statements  based on the  grant-date  fair value of the
              award.  SFAS 123(R) is effective for all interim periods beginning
              after  December 15, 2005.  Management is currently  evaluating the
              impact  which  the  adoption  of this  standard  will  have on the
              Company's financial condition or results of operations, should the
              Company grant stock options in the future.

              In December  2004,  the FASB issued  SFAS No. 153,  Exchanges  of
              Non-monetary   Assets,   an  amendment  of  APB  Opinion  No.  29,
              Accounting  for  Non-monetary  Transactions  ("SFAS 153") SFAS 153
              requires that exchanges of non-monetary  assets are to be measured
              based on fair value and  eliminates the exception for exchanges of
              non-monetary, similar productive assets, and adds an exemption for
              non-monetary exchanges that do not have commercial substance. SFAS
              153 will be effective for fiscal periods  beginning after June 15,
              2005.  Management  does  not  believe  that the  adoption  of this
              standard will have a material  impact on the  Company's  financial
              condition or results of operations.

                                      -42-




                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2005


Note 3        Mineral Property
              ----------------

              By a mineral property purchase agreement dated April 21, 2004, the
              Company acquired a 90% undivided right,  title and interest in and
              to three mineral  claims in  Yellowknife,  Northwest  Territories,
              Canada by the payment of $7,500.  The claims are held in trust for
              the Company by the property vendor. The 90% right,  interest,  and
              title in and to the claims is  transferable  to the company at any
              time upon  request,  and is  subject  to a 2% net  smelter  return
              royalty.  As at May 31, 2005 one of the claims had lapsed  leaving
              two claims in good standing.

Note 4        Common Stock
              ------------
              The common  shares of the Company  are all of the same class,  are
              voting,  and  entitle  stockholders  to  receive  dividends.  Upon
              liquidation or wind-up,  stockholders  are entitled to participate
              equally  with  respect  to any  distribution  of net assets or any
              dividends with may be declared.

              The excess of proceeds  received  for shares of common  stock over
              their par value of $0.001,  less share issue costs, is credited to
              additional paid-in capital.

              At May 31,  2005,  there  were no  outstanding  stock  options  or
              warrants.

Note 5        Income Taxes
              ------------
              A  reconciliation  of income  taxes at  statutory  rates  with the
              reported taxes as follows:



                                                                                     2005             2004
                                                                                     ----             ----
                                                                                           
             Loss before income taxes                                           $     (15,553)   $     (14,547)
                                                                                =============    ==============
             Expected income tax recovery
             Unrecognized benefit of operation loss carryforwards               $         5,288  $       4,946
                                                                                        ( 5,288)       ( 4,946)
                                                                                ---------------  ---------------
             Income tax benefit                                                 $             -  $           -
                                                                                ===============  ===============


              Significant  components of the Company's deferred tax assets based
              on statutory tax rates are as follows:



                                                                                     2005             2004
                                                                                     -----            ----
                                                                                           
             Deferred tax assets:
                Operating loss carryforwards                                    $         5,288  $         4,946
                 Valuation allowance                                                    ( 5,288)         ( 4,946)
                                                                                ---------------  ---------------
             Net deferred tax assets                                            $             -  $             -
                                                                                ===============  ===============


              The  Company  has   approximately   $30,100  of   operating   loss
              carryforwards which expire over 20 years beginning in 2024.

                                      -43-



                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  May 31, 2005


              The  Company  has  provided  a  valuation  allowance  against  its
              deferred tax assets given that it is in the development  stage and
              there is substantial  uncertainty  as to the Company's  ability to
              realize future benefits.

Note 6        Financial Instruments
              ---------------------

              Financial  instruments include cash, accounts payables and accrued
              liabilities. These amounts are short-term in nature and management
              has  determined  the recorded  carrying  value  approximates  fair
              value.  The  Company  does  not  use  any  derivative  or  hedging
              instruments.

              Net  smelter   royalties  and  similar  future   entitlements   or
              commitments are not considered to have measurable value until such
              time as the mineral  interests  to which they relate have  reached
              the development or mining feasibility stage.


Note 7        Segment Information
              -------------------

              The Company currently conducts all of its operations in Canada.


                                      -44-





                              QUORUM VENTURES, INC.

                         (An Exploration Stage Company)

                              FINANCIAL STATEMENTS

                                 August 31, 2005

                                   (Unaudited)




BALANCE SHEETS

INTERIM STATEMENTS OF OPERATIONS

INTERIM STATEMENTS OF CASH FLOWS

INTERIM STATEMENT OF STOCKHOLDERS' EQUITY

NOTES TO THE FINANCIAL STATEMENTS

                                      -45-





                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                                 BALANCE SHEETS




                                                                              August 31,          May 31,
                                                                                 2005               2005
                                                                                 ----               ----
                                                                             (Unaudited)
                                                                                       
                                     ASSETS

Current Assets
   Cash                                                                    $         15,624  $         15,642
                                                                           ----------------  ----------------
Total assets                                                               $         15,624  $         15,642
                                                                           ================  ================

                                   LIABILITIES
Current Liabilities
   Accounts payable and accrued liabilities                                $         17,670  $         15,742
                                                                           ----------------  ----------------


                        STOCKHOLDERS' EQUITY (DEFICIENCY)

Common stock (Note 4)
   75,000,000 shares authorized, $0.001 par value,
   7,050,000 shares outstanding                                                       7,050             7,050
Additional paid in capital                                                           22,950            22,950
Deficit accumulated during the exploration stage                              (      32,046)    (      30,100)
                                                                           ----------------  ----------------
                                                                              (        2,046)   (        100)
                                                                           ----------------  ----------------
Total liabilities and stockholders' equity (deficiency)                    $         15,624  $         15,642
                                                                           ================  ================


Nature And Continuance of Operations (Note 1)



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

                                      -46-




                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
                                   (Unaudited)




                                                             Three months         Three months       February 2, 2004
                                                                ended                ended            (Inception) to
                                                              August 31,           August 31,           August 31,
                                                                 2005                 2004                 2005
                                                                 ----                 ----                 ----
                                                                                           
Expenses
   Accounting and audit                                   $          1,928     $          4,356     $         14,476
   Bank charges                                                         18                   43                  212
   Filing                                                                -                    -                  858
   Legal                                                                 -                  500                4,000
   Mineral property costs                                                -                    -               12,500
                                                          ----------------     ----------------     -----------------
Loss before income taxes                                            (1,946)              (4,899)             (32,046)

Provision for income taxes                                               -                    -                    -
                                                          ----------------     ----------------     -----------------
Net loss for the period                                   $         (1,946)    $         (4,899)    $        (32,046)
                                                          ================     ================     =================

Net loss per share, basic and diluted                     $          (0.00)    $          (0.00)
                                                          ================     ================
Weighted average number of shares outstanding                    7,050,000            7,050,000
                                                          ================     ================




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

                                      -47-


                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                         INTERIM STATEMENT OF CASH FLOWS
                                   (Unaudited)



                                                                   Three months         Three months       February 2, 2004
                                                                      ended                ended            (Inception) to
                                                                    August 31,           August 31,           August 31,
                                                                       2005                 2004                 2005
                                                                       ----                 ----                 ----
                                                                                                 
Cash Flows From Operating Activities
   Net loss for the period                                      $  (        1,946)   $  (        4,899)   $  (       32,046)
   Change in liabilities
     Accounts payable and accrued liabilities                               1,928                4,321               17,670
                                                                -----------------    -----------------    ------------------
Net cash used in operating activities                              (           18)      (          578)      (       14,376)
                                                                -----------------    -----------------    ------------------

Cash Flows From Financing Activities
   Proceeds from sale and issuance of common stock                              -                    -               30,000
                                                                -----------------    -----------------    ------------------
Net cash from financing activities                                              -                    -               30,000
                                                                -----------------    -----------------    ------------------
Increase in cash during the period                                 (           18)  (              578)              15,624

Cash, beginning of the period                                              15,642               22,503                    -
                                                                -----------------    -----------------    ------------------
Cash, end of the period                                         $          15,624    $          21,925    $          15,624
                                                                =================    =================    ==================
Cash paid during the period for:
   Interest                                                     $               -    $               -    $               -
   Income taxes                                                                 -                    -                    -
                                                                =================    =================    ==================



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

                                      -48-


                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                  INTERIM STATEMENT OF STOCKHOLDERS' EQUITY for
              the period February 2, 2004 (Inception) to August 31,
                                      2005
                                   (Unaudited)




                                                                                                     Deficit
                                                                                                   Accumulated
                                                                                   Additional      During the
                                                        Common Shares                Paid-in       Exploration
                                              -----------------------------------
                                                   Number            Amount          Capital          Stage           Total
                                                   ------            ------          -------          -----           -----
                                                                                                  
Common stock issued for cash
 - at $0.001 per share, February 2004              5,000,000    $        5,000   $            -  $            -  $        5,000
 - at $0.01 per share, March 2004                  2,000,000             2,000           18,000               -          20,000
 - at $0.10 per share, April 2004                     50,000                50            4,950               -           5,000
Net loss for the period                                    -                 -                -      (   14,547)    (    14,547)
                                                   ----------   --------------   --------------  --------------- ---------------
Balance, May 31, 2004                              7,050,000    $        7,050   $       22,950  $   (   14,547) $       15,453

Net loss for the year                                      -                 -                -      (   15,553)    (    15,553)
                                                   ----------   --------------   --------------  --------------- ---------------
Balance, May 31, 2005                              7,050,000    $        7,050   $       22,950  $   (   30,100) $   (      100)
Net loss for the period                                    -                 -                -      (    1,946)     (    1,946)
                                                   ----------   --------------   --------------  --------------- ---------------
Balance, August 31, 2005                           7,050,000    $        7,050   $       22,950  $   (   32,046) $ (      2,046)
                                                   ==========   ==============   ==============  =============== ===============



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

                                      -49-




                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                 August 31, 2005
                                   (Unaudited)


Note 1        Nature and Continuance of Operations
              ------------------------------------
              Organization

              The Company was incorporated in the State of Nevada on February 2,
              2004. The Company's fiscal year end is May 31.

              Exploration Stage Activities

              The Company has been in the exploration  stage since its formation
              and has not yet realized any revenues from its planned operations.
              It is primarily  engaged in the  acquisition  and  exploration  of
              mining properties.

              The  Company  has  acquired  a  mineral  property  located  in the
              Province of British  Columbia,  Canada and has not yet  determined
              whether this  property  contains  reserves  that are  economically
              recoverable.  The recoverability of amounts from the property will
              be  dependent  upon  the  discovery  of  economically  recoverable
              reserves, confirmation of the Company's interest in the underlying
              property, the ability of the Company to obtain necessary financing
              to  satisfy  the  expenditure   requirements  under  the  property
              agreement and to complete the development of the property and upon
              future profitable production or proceeds for the sale thereof.

              Going concern

              These  financial  statements have been prepared on a going concern
              basis which  assumes  that the Company will be able to realize its
              assets and  discharge  its  liabilities  in the  normal  course of
              business.   The  Company  has  incurred   losses  since  inception
              resulting  in an  accumulated  deficit of $32,046 as of August 31,
              2005 and further losses are  anticipated in the development of its
              business raising  substantial doubt about the Company's ability to
              continue as a going  concern.  These  financial  statements do not
              include any  adjustments  to the amounts  and  classifications  of
              assets and liabilities  that might be necessary should the Company
              be unable to continue as a going  concern.  Management  intends to
              address  the going  concern  issue by  funding  future  operations
              through  the sale of equity  capital  and by  director  loans,  if
              needed.

              Unaudited Interim Financial Statements
              --------------------------------------
              The accompanying  unaudited interim financial statements have been
              prepared  in  accordance   with  generally   accepted   accounting
              principles  for  interim   financial   information  and  with  the
              instructions  to Form  10-QSB  of  Regulation  S-B.  They  may not
              include  all  information  and  footnotes  required  by  generally
              accepted accounting  principles for complete financial statements.
              However, except as disclosed herein, there have been

                                      -50-




                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                 August 31, 2005
                                   (Unaudited)

Note 1        Nature and Continuance of Operations - Cont'd
              ---------------------------------------------

              Unaudited Interim Financial Statements - Cont'd
              -----------------------------------------------

              no material  changes in the information  disclosed in the notes to
              the  financial  statements  for the  period  ended  May  31,  2005
              included in the Company's  SB-2 with the  Securities  and Exchange
              Commission.  The interim unaudited financial  statements should be
              read in conjunction  with those financial  statements  included in
              the Form SB-2.  In the  opinion  of  Management,  all  adjustments
              considered necessary for a fair presentation, consisting solely of
              normal recurring  adjustments,  have been made.  Operating results
              for the three  months  ended  August 31, 2005 are not  necessarily
              indicative of the results that may be expected for the year ending
              May 31, 2006.


Note 2        Summary of Significant Accounting Policies
              ------------------------------------------
              Basis of Presentation
              ---------------------
              The  financial  statements  of the  Company  are  presented  in US
              dollars and have been  prepared in  accordance  with United States
              generally accepted accounting principles.

              Mineral Property
              ----------------
              The Company has been in the exploration  stage since its formation
              on February 2, 2004 and has not  realized  any  revenues  from its
              planned operations. It is primarily engaged in the acquisition and
              exploration of mining properties. Mineral property acquisition and
              exploration  costs are charged to operations as incurred.  When it
              has been  determined  that a mineral  property can be economically
              developed  as  a  result  of  establishing   proven  and  probable
              reserves,   the  costs  incurred  to  develop  such  property  are
              capitalized.    Such   costs   will   be   amortized   using   the
              units-of-production method over the estimated life of the probable
              reserve.

              Use of Estimates and Assumptions
              --------------------------------
              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles in the United States of
              America requires management to make estimates and assumptions that
              affect  the  reported   amounts  of  assets  and  liabilities  and
              disclosure of contingent assets and liabilities at the date of the
              financial  statements  and the  reported  amounts of revenues  and
              expenses during the period. Actual results could differ from those
              estimates.

                                      -51-




                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                 August 31, 2005
                                   (Unaudited)


Note 2        Summary of Significant Accounting Policies - Cont'd
              ---------------------------------------------------
              Foreign Currency Translation
              ----------------------------
              The financial  statements are presented in United States  dollars.
              In  accordance  with  Statement of Financial  Accounting  Standard
              ("SFAS")  No.  52,   "Foreign   Currency   Translation",   foreign
              denominated  monetary  assets and  liabilities  are  translated to
              their United States  dollar  equivalents  using  foreign  exchange
              rates  which  prevailed  at the balance  sheet  date.  Revenue and
              expenses are  translated at average  rates of exchange  during the
              period. Certain translation adjustments are reported as a separate
              component  of  stockholders'  equity,   whereas  gains  or  losses
              resulting  from  foreign  currency  transactions  are  included in
              results of operations.

              Income Taxes
              ------------
              A deferred tax asset or  liability  is recorded for all  temporary
              differences  between financial and tax reporting and net operating
              loss  carryforwards.  Deferred tax expenses  (benefit) result from
              the net  change  during  the  period of  deferred  tax  assets and
              liabilities.

              Deferred tax assets are reduced by a valuation  allowance when, in
              the  opinion of  management,  it is more likely than not that some
              portion or all of the  deferred  tax assets will not be  realized.
              Deferred tax assets and  liabilities  are adjusted for the effects
              of changes in tax laws and rates on the date of enactment.

              Net Loss Per Share
              ------------------
              Basic  net  loss  per  share  is  computed  by  dividing  net loss
              attributable to common stockholders by the weighted average number
              of shares of common stock outstanding  during the period.  Diluted
              net loss per share takes into consideration shares of common stock
              outstanding  (computed under basic loss per share) and potentially
              dilutive shares of common stock.

              Stock-based Compensation
              ------------------------
              In  December  2002,  the  Financial   Accounting  Standards  Board
              ("FASB")   issued  SFAS  No.  148,   "Accounting  for  Stock-Based
              Compensation  -  Transition  and  Disclosure",   an  amendment  of
              Financial  Accounting Standard No. 123 "Accounting for Stock-Based
              Compensation" ("SFAS No. 123"). The purpose of SFAS No. 148 is to:
              (1) provide  alternative  methods of transition for an entity that
              voluntarily  changes to the fair value based method of  accounting
              for stock-based  employee  compensation,  (2) amend the disclosure
              provisions to require  prominent  disclosure  about the effects on
              reported  net income of an entity's  accounting  policy  decisions
              with  respect to  stock-based  employee  compensation,  and (3) to
              require   disclosure  of  those   effects  in  interim   financial
              information.  As the Company has not granted any stock  options no
              pro-forma disclosure has been provided.

                                      -52-




                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                 August 31, 2005
                                   (Unaudited)


Note 2        Summary of Significant Accounting Policies - Cont'd
              ---------------------------------------------------
              Stock-based Compensation - Cont'd
              ---------------------------------
              The Company has  elected to account for stock  options  granted to
              employees and officers  using the intrinsic  value based method in
              accordance  with the  provisions  of Accounting  Principles  Board
              Opinion No. 25, "Accounting for Stock Issued to Employees",  ("APB
              No. 25") and comply with the disclosure provisions of SFAS No. 123
              as amended by SFAS No. 148 as described  above.  Under APB No. 25,
              compensation  expense is recognized  based on the  difference,  if
              any, on the date of grant between the estimated  fair value of the
              Company's stock and the amount an employee must pay to acquire the
              stock.  Compensation  expense is recognized  immediately  for past
              services and pro-rata for future services over the  option-vesting
              period.  In  addition,  with respect to stock  options  granted to
              employees,  the Company provides pro-forma information as required
              by SFAS No. 123 showing  the  results of  applying  the fair value
              method using the Black-Scholes option pricing model. In accordance
              with SFAS No. 123, the Company applies the fair value method using
              the Black-Scholes  option-pricing  model in accounting for options
              granted to consultants.

              The Company accounts for equity instruments issued in exchange for
              the  receipt of goods or  services  from other than  employees  in
              accordance  with SFAS No. 123 and the  conclusions  reached by the
              Emerging  Issues  Task Force in Issue No.  96-18  ("EITF  96-18").
              Costs are  measured  at the  estimated  fair  market  value of the
              consideration  received or the estimated  fair value of the equity
              instruments  issued,  whichever is more reliably  measurable.  The
              value of equity  instruments  issued for consideration  other than
              employee  services is  determined on the earliest of a performance
              commitment or completion of  performance  by the provider of goods
              or services as defined by EITF 96-18.

              The Company has also adopted the provisions of FASB Interpretation
              No.44,   Accounting  for  Certain  Transactions   Involving  Stock
              Compensation - An Interpretation of APB Opinion No. 25 ("FIN 44"),
              which provides guidance as to certain applications of APB 25.

              The  Company  has not  adopted  a stock  option  plan  and has not
              granted   any   stock   options.   Accordingly,   no   stock-based
              compensation has been recorded to date.

              Recent Accounting Pronouncements
              --------------------------------
              In March  2004,  the FASB  issued  EITF No.  03-1,  The Meaning of
              Other-Than-Temporary  Impairment  and Its  Application  to Certain
              Investments  ("EITF  03-1").  The  objective  of  EITF  03-1 is to
              provide guidance for identifying impaired  investments.  EITF 03-1
              also provides new disclosure requirements for investments that are
              deemed to be  temporarily  impaired.  In  October  2004,  the FASB
              delayed the recognition  and  measurement  provisions of EITF 03-1
              until   implementation   guidance   is  issued.   The   disclosure
              requirements  are effective for annual  periods  ending after June
              15,  2004,  and remain in  effect.  Management  believes  that the
              adoption  of EITF  03-1  will not have a  material  impact  on the
              Company's financial condition or results of operations.

                                      -53-




                              QUORUM VENTURES, INC.
                         (An Exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                 August 31, 2005
                                   (Unaudited)


Note 2         Summary of Significant Accounting Policies - (cont'd)
               ------------------------------------------

              Recent Accounting Pronouncements (cont'd)
              -----------------------------------------
              In December  2004,  the FASB issued SFAS No. 123  (Revised  2004),
              Share-Based   Payment   ("SFAS   123(R)"),   which   requires  the
              compensation cost related to share-based  payments,  such as stock
              options and employee  stock purchase  plans,  be recognized in the
              financial  statements  based on the  grant-date  fair value of the
              award.  SFAS 123(R) is effective for all interim periods beginning
              after  December 15, 2005.  Management is currently  evaluating the
              impact  which  the  adoption  of this  standard  will  have on the
              Company's financial condition or results of operations, should the
              Company grant stock options in the future.

               In December  2004,  the FASB issued  SFAS No. 153,  Exchanges  of
              Non-monetary   Assets,   an  amendment  of  APB  Opinion  No.  29,
              Accounting  for  Non-monetary  Transactions  ("SFAS 153") SFAS 153
              requires that exchanges of non-monetary  assets are to be measured
              based on fair value and  eliminates the exception for exchanges of
              non-monetary, similar productive assets, and adds an exemption for
              non-monetary exchanges that do not have commercial substance. SFAS
              153 will be effective for fiscal periods  beginning after June 15,
              2005.  Management  does  not  believe  that the  adoption  of this
              standard will have a material  impact on the  Company's  financial
              condition or results of operations.

Note 3        Mineral Property
              ----------------

              By a mineral property purchase agreement dated April 21, 2004, the
              Company acquired a 90% undivided right,  title and interest in and
              to two  mineral  claims  in  Yellowknife,  Northwest  Territories,
              Canada by the payment of $7,500.  The claims are held in trust for
              the Company by the property vendor. The 90% right,  interest,  and
              title in and to the claims is  transferable  to the company at any
              time upon  request,  and is  subject  to a 2% net  smelter  return
              royalty.

Note 4        Common Stock
              ------------
              The common  shares of the Company  are all of the same class,  are
              voting,  and  entitle  stockholders  to  receive  dividends.  Upon
              liquidation or wind-up,  stockholders  are entitled to participate
              equally  with  respect  to any  distribution  of net assets or any
              dividends with may be declared.

              The excess of proceeds  received  for shares of common  stock over
              their par value of $0.001,  less share issue costs, is credited to
              additional paid-in capital.

              At August 31, 2005,  there were no  outstanding  stock  options or
              warrants.

Note 5        Financial Instruments
              ---------------------
              Financial  instruments include cash, accounts payables and accrued
              liabilities. These amounts are short-term in nature and management
              has  determined  the recorded  carrying  value  approximates  fair
              value.  The  Company  does  not  use  any  derivative  or  hedging
              instruments.

              Net  smelter   royalties  and  similar  future   entitlements   or
              commitments are not considered to have measurable value until such
              time as the mineral  interests  to which they relate have  reached
              the development or mining feasibility stage.

Note 6        Segment Information
              -------------------
              The Company currently conducts all of its operations in Canada.

                                      -54-



                Changes In And Disagreements With Accountants on
                       Accounting and Financial Disclosure


On September 15, 2005, we dismissed Dohan and Company, CPA's, as our independent
accountant.  Dohan & Company's audit report on our financial  statements for the
period  from our  incorporation  on February  2, 2004 to May 31,  2004,  did not
contain an adverse  opinion or disclaimer of opinion,  nor was it modified as to
uncertainty, audit scope, or accounting principles.

There were no  disagreements  with Dohan and Company on any matter of accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedure,  which if not resolved to its  satisfaction,  would have caused it to
make reference to the subject matter of the  disagreement in connection with its
report.

We engaged Dale Matheson  Carr-Hilton  LaBonte,  Chartered  Accountants,  as our
independent  accountant  on  September  15,  2005.  We did not consult with Dale
Matheson  Carr-Hilton  LaBonte,  Chartered  Accountants,  prior  to the  date of
engagement regarding the application of accounting principles, the type of audit
opinion that might be rendered by it any other similar matter.

Until  ______________,  all dealers that effect transactions in these securities
whether or not  participating  in this  offering,  may be  required to deliver a
prospectus.  This  is in  addition  to the  dealer's  obligation  to  deliver  a
prospectus  when  acting  as  underwriters  and with  respect  to  their  unsold
allotments or subscriptions.


                                Part II

                Information Not Required In The Prospectus

Indemnification Of Directors And Officers

Our officers and directors  are  indemnified  as provided by the Nevada  Revised
Statutes (the "NRS") and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's  articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:

         (1)      a willful failure  to deal  fairly  with the  company  or  its
                  shareholders in connection with a matter in which the director
                  has a material conflict of interest;

         (2)      a  violation   of  criminal   law  (unless  the  director  had
                  reasonable cause to believe that his or her conduct was lawful
                  or no reasonable  cause to believe that his or her conduct was
                  unlawful);

         (3)      a transaction  from  which  the  director  derived an improper
                  personal profit; and

         (4)      willful misconduct.

Our bylaws  provide that we will  indemnify  our  directors  and officers to the
fullest  extent not  prohibited by Nevada law;  provided,  however,  that we may
modify the  extent of such  indemnification  by  individual  contracts  with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in  connection  with any  proceeding  (or part
thereof) initiated by such person unless:

         (1)      such indemnification is expressly required to be made  by law;

         (2)      the proceeding was authorized by our Board of Directors;

         (3)      such indemnification is provided by us,in our sole discretion,
                  pursuant to the powers vested us under Nevada law; or

         (4)      such indemnification is  required to be made  pursuant  to the
                  bylaws.

                                      -55-



Our bylaws provide that we will advance all expenses  incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or  investigative,  by  reason  of the  factthat  he is or was our  director  or
officer,  or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding,  promptly  following  request.  This
advanced  of  expenses  is to be made upon  receipt of an  undertaking  by or on
behalf of such person to repay said amounts  should it be ultimately  determined
that  the  person  was not  entitled  to be  indemnified  under  our  bylaws  or
otherwise.

Our bylaws also  provide  that no advance  shall be made by us to any officer in
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  if a  determination  is reasonably and promptly made: (a) by the
board of directors by a majority  vote of a quorum  consisting  of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even  if  obtainable,  a  quorum  of  disinterested  directors  so  directs,  by
independent  legal  counsel in a written  opinion,  that the facts  known to the
decision-  making  party  at the time  such  determination  is made  demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.

Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee         $     25.97
Transfer Agent fees                                         $  1,200.00
Accounting and auditing fees and expenses                   $  4,000.00
Legal fees and expenses                                     $  5,000.00
Edgar filing fees                                           $  1,700.00

Printing                                                    $    500.00
                                                            -----------
Total                                                       $ 12,425.97
                                                            ===========


All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the  offering  listed  above.  No portion of these
expenses will be borne by the selling  shareholders.  The selling  shareholders,
however,  will pay any other  expenses  incurred in selling  their common stock,
including any brokerage commissions or costs of sale.


Recent Sales Of Unregistered Securities

We completed  an offering of 5,000,000  shares of our common stock at a price of
$0.001 per share to a total of two  purchasers  on February 25, 2004.  The total
amount received from this offering was $5,000.  Of these shares,  2,500,000 were
sold to Mr.  Steven  Bolton and 2,500,000  were sold to Mr. Bryan  Markert.  Mr.
Bolton is our president,  chief executive officer and a director. Mr. Markert is

                                      -56-



our secretary,  treasurer and a director.  These shares were issued  pursuant to
Regulation S of the Securities Act. We completed an offering of 2,000,000 shares
of our common stock at a price of $0.01 per share to a total of 22 purchasers on
March 23, 2004.  The total amount  received from this  offering was $20,000.  We
completed  this  offering  pursuant to Regulation S of the  Securities  Act. The
purchasers in this offering were as follows:

      Name of Subscriber                   Number of Shares
      ------------------                   ----------------
      Matthew Hubbert                          50,000
      Sarah Dougan                             50,000
      Catherine Lules                          50,000
      Tristan Orchard                         100,000
      Lukas Giniotis                          100,000
      Niall McClelland                        100,000
      Vijay A. Kumar                          100,000
      Vijai L. Kumar                          100,000
      Dara Fahy                               100,000
      Candice Joiner                           50,000
      Ashok Chaube                            100,000
      Sarah Needham                           100,000
      Jason Fawcus                            100,000
      Hjalmar Vlasveld                        100,000
      Manjula Chaube                          100,000
      Andrea Franicevic                       100,000
      Maria S. Orosa                          100,000
      Anil Rawal                              100,000
      Shankar Dutt Sharma                     100,000
      Sunita Narayan                          100,000
      Richard M. Dutt Sharma                  100,000
      Sukender Datt-Sharma                    100,000

We  completed  an  offering of 50,000  shares of our common  stock at a price of
$0.10 per share to a total of five purchasers on April 2, 2004. The total amount
received from this offering was $5,000.  We completed this offering  pursuant to
Regulation S of the  Securities  Act. The  purchasers  in this  offering were as
follows:

      Name of Subscriber                   Number of Shares
      ------------------                   ----------------
      Brendan Orchard                          10,000
      Morgan Bexson                            10,000
      Ashika Narayan                           10,000
      Jason Sulyma                             10,000
      Sarita Nair                              10,000

Regulation S Compliance

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;

                                      -57-



Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the  account  or  benefit of a
U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;

Each  purchaser  of the  securities  agreed to resell  such  securities  only in
accordance with the provisions of Regulation S, pursuant to  registration  under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in  hedging  transactions  with  regard to such  securities  unless in
compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited except
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration; and that
hedging  transactions  involving those securities may not be conducted unless in
compliance with the Act; and

We are  required,  either by contract or a  provision  in its bylaws,  articles,
charter or  comparable  document,  to refuse to  register  any  transfer  of the
securities  not made in accordance  with the provisions of Regulation S pursuant
to  registration  under the Act,  or  pursuant to an  available  exemption  from
registration;  provided,  however,  that  if any  law of any  Canadian  province
prevents us from refusing to register  securities  transfers,  other  reasonable
procedures,  such  as a  legend  described  in  paragraph  (b)(3)(iii)(B)(3)  of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.


                             Exhibits
Exhibit
Number             Description


  3.1*             Articles of Incorporation
  3.2*             Bylaws
  5.1              Legal opinion to be provided prior to effective date
 10.1*             Mineral Property Purchase Agreement dated
                   April 1, 2004
 23.1              Consent of Dale Matheson Carr-Hilton LaBonte,
                   Chartered Accountants
 99.1              Location map
 99.2              Claim registration documentation

  *    filed as exhibits to our SB-2 registration statement dated
       October 13, 2004

The undersigned registrant hereby undertakes:

1.     To file, during any period in which it offers or sells
       securities, a post-effective amendment to this registration
       statement to:

      (a)  include any prospectus required by Section 10(a)(3) of the Securities
           Act of 1933;

                                      -58-



      (b)  reflect in the prospectus any facts or events which,  individually or
           together, represent a fundamental change in the information set forth
           in this registration statement; and notwithstanding the forgoing, any
           increase or decrease  in volume of  securities  offered (if the total
           dollar value of  securities  offered  would not exceed that which was
           registered)  and  any  deviation  from  the  low or  high  end of the
           estimated  maximum  offering  range may be  reflected  in the form of
           prospectus  filed with the commission  pursuant to Rule 424(b) if, in
           the aggregate,  the changes in the volume and price represent no more
           than a 20% change in the maximum  aggregate  offering price set forth
           in the  "Calculation  of  Registration  Fee"  table in the  effective
           registration Statement; and
      (c)  include any additional or changed material information on the plan of
           distribution.

2.     That, for the purpose of determining  any liability  under the Securities
       Act,  each  such  post-effective  amendment  shall be  deemed to be a new
       registration statement relating to the securities offered herein, and the
       offering  of such  securities  at that  time  shall be  deemed  to be the
       initial bona fide offering thereof.

3.     To remove from registration by means of a post-effective amendment any of
       the  securities  being  registered  hereby  which  remain  unsold  at the
       termination of the offering.

Insofar as indemnification for liabilities arising under the
Securities  Act may be permitted  to our  directors,  officers  and  controlling
persons  pursuant to the provisions  above,  or otherwise,  we have been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable.

In the event that a claim for  indemnification  against such liabilities,  other
than the  payment by us of expenses  incurred  or paid by one of our  directors,
officers,  or controlling  persons in the successful defense of any action, suit
or  proceeding,  is asserted by one of our directors,  officers,  or controlling
person sin connection with the securities being  registered,  we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

                                      -59-



                                   Signatures

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing on Form SB-2 and authorized  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of

Vancouver, Province of British Columbia on November 7, 2005.

                            Quorum Ventures, Inc.

                              By:/s/ Steven Bolton
                              ------------------------------
                              Steven Bolton
                              President, Chief Executive Officer,
                              and Director


In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
registration statement was signed by the following persons in the capacities and
on the dates stated:

SIGNATURE               CAPACITY IN WHICH SIGNED              DATE


/s/ Steven Bolton        President, Chief Executive      November 7, 2005
- -----------------------  Officer, and Director
Steven Bolton

/s/ Bryan Markert        Secretary, Treasurer
- -----------------------  principal accounting            November 7, 2005
Bryan Markert            officer, principal financial
                         officer and director



                                      -60-

EX-23.1

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


                                                                     
[DALE MATHESON           Partnership of:           Robert J Burkart, Inc.     James F Carr-Hilton, Ltd.
[CARR-HILTON LABONTE     Alvin F Dale, Ltd.        Peter J Donaldson, Inc.    R.J. LaBonte, Ltd.
- -------------------      Robert J Matheson, Inc.   Fraser G Ross, Ltd.
[CHARTERED ACCOUNTANTS LOGO]






November 7, 2005


U.S. Securities and Exchange Commission
Division of Corporation Finance 100 F Street, N.E.,
Washington  DC  20549


Re: Quorum Ventures, Inc. -Form SB-2/A Registration Statement


Dear Sirs:

As independent registered public accountants, we hereby consent to the inclusion
or incorporation by reference in this Form SB-2/A  Registration  Statement dated
November 7, 2005, of the following:

o    Our report to the  Stockholders  and Board of Directors of Quorum Ventures,
     Inc. dated September 21, 2005 on the financial statements of the Company as
     at May 31, 2005 and the statements of operations,  changes in stockholders'
     equity and cash flows for the year then ended.

In addition,  we also consent to the  reference to our firm  included  under the
heading "Experts" in this Registration Statement.


Yours truly,


/s/ Dale Matheson Carr-Hilton LaBonte


Dale Matheson Carr-Hilton LaBonte
Chartered Accountants
Vancouver, British Columbia







 A MEMBER OF MMGI INTERNATIONAL, A WORLDWIDE NETWORK OF INDEPENDENT ACCOUNTANTS
                             AND BUSINESS ADVISORS




                                                                                                    
Vancouver Offices:  Suite 1700-1140 West Pender Street, Vancouver, B.C., Canada V6E 4G1  Tel: 604 687 4747  Fax: 604 687 4216
                    Suite 610-938 Howe Street, Vancouver, B.C., Canada V6Z 1N9           Tel: 604 682 2778  Fax: 604 689 2778
Surrey Office       Suite 303-7337 -137th Street, Surrey, B.C., Canada V3W 1A4           Tel: 604 572 4586  Fax: 604 572 4587

EX-99.1

================================================================================
Exhibit 99.1

Location Map
- ------------------------


[see pdf graphic]

EX-99.2

================================================================================

                                     084889
STATEMENT OF REPRESENTATION WORK                                    [Stamp]
                                                             Department Use Only
                                                               Northern Affairs
                                                                AUG 26 2005
                                                               MINING RECORDER
                                                             YELLOWKNIFE, N.W.T.
Form 9

I have done, or caused to be done, work on the following mineral claim(s):
- --------------------------------------------------------------------------------
Amount of fees                           Receipt no.
61.98                                    M080671
- --------------------------------------------------------------------------------
Name of claim holder(s)                                    Telephone no.
GLEN MACDONALD                                             604-719-8129
- --------------------------------------------------------------------------------
Licence no. (valid licence required)         Mining District            NTS
N31261                                       NWT                        85I11
- --------------------------------------------------------------------------------
Work performed on mineral claim(s)
IDA2F81806               IDAF81807
- --------------------------------------------------------------------------------
Type of work performed                          Work performed on following days
SAMPLING & GEOLOGY                              7 SEPT 2003
- --------------------------------------------------------------------------------
Work done by                                    Address
G. MACDONALD, D. STRICKUTHA  M. BRANDEN         VANCOUVER & YELLOWKNIFE
- --------------------------------------------------------------------------------
Group certificate no.                           Total value of work performed
                                                4497.20
- --------------------------------------------------------------------------------
 The above work is to be applied to renew the following claim(s) in the amounts
- --------------------------------------------------------------------------------


                                             Cost Distribution
Claim no.     Claim name    Acreage      New work      Existing excess credit     Next due date      Excess Credit
- ------------------------------------------------------------------------------------------------------------------
                                                                                   
F81806        IDA2          309.90       2248.60                                  2007-05-27         389.20
F81807        IDA3          309.90       2248.60                                  2007-05-27         389.20
- ------------------------------------------------------------------------------------------------------------------

I hereby certify that
1) I have personal and intimate knowledge of the above noted facts  and 2) these
facts are true:
- --------------------------------------------------------------------------------
Claim holder or agents signature          Certificate               Date
                                                                    26 Aug 2005
- --------------------------------------------------------------------------------
                                Department Use Only
- --------------------------------------------------------------------------------
This statement is approved as is     Mining Recorder Signature     Approved date
or is approved to the value of:
$
- --------------------------------------------------------------------------------

CORRESP

                              QUORUM VENTURES, INC.
                            50 Fell Avenue, Suite 101
                        North Vancouver, British Columbia
                                     Canada


November 7, 2005

U.S. Securities & Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0511

Attention:  Jay Ingram

Dear Sirs:

Re: Amendment #2 to Registration Statement on Form SB-2 - File Number 333-119715

Further  to your  letter  dated  January  10,  2005,  we provide  the  following
responses:

General
- -------

1.       Please provide the staff with any graphics or artwork you will
         use in the prospectus. For additional information regarding the staff's
         views on graphics,  please refer to the  Division's  March 2001 Current
         Issues Outline. We may have comments.

         We have filed a small scale  location map of our property as an exhibit
         to our amended registration  statement.  Otherwise, we are not included
         any graphics or artwork in our prospectus.

Prospectus Cover Page
- ---------------------

2.       In the fee  calculation  table,  provide the provision of Rule 457 upon
         which you are relying in order to calculate your  registration fee.

         We have  indicated  that we are  relying  on Rule  457(o)  in  order to
         calculate our registration fee.

3.       We note that the legend  following the  cross-reference  to the
         risk factors  section is in all capital  letters.  All capital  letters
         impede  the  readability  of the  disclosure.  Instead  of all  capital
         letters, use bold face or italics to highlight the information.  Revise
         throughout the prospectus as appropriate.

         We  have  replaced  all  capital  letters  with  type  in  italics,  as
         requested.

Summary
- -------
4.       In the initial paragraph, please identify the reference to "we" and
         their relationship to the    company.  If the  term  is  meant  to
         refer to Quorum Ventures, please disclose.

         We have clarified that "we" refers to Quorum Ventures Inc.

5.       Please clarify here, and elsewhere as  appropriate,  that there
         is no  assurance of when,  if ever,  to be shares will be quoted on the
         OTC Bulletin Board.





         We  have  clarified  in the  "Summary"  section  and  elsewhere  in our
         prospectus that there is no assurance of when, if ever, our shares will
         be quoted on the OTC Bulletin Board.

Termination of the Offering
- ---------------------------

6.       With a  view  toward  disclosure  supplementally  explain  the
         disclosure indicating that the offering will terminate when "the shares
         no longer need to be  registered  to be sold or we decide to  terminate
         the registration of shares."

         We have revised this disclosure as follows:

         "The offering will conclude when all of the 2,050,000  shares of common
         stock have been sold,  the shares no longer need to be registered to be
         sold due to the  operation of Rule 144(k) or we decide to terminate the
         registration of the shares at the discretion of our directors."

Risk Factors
- ------------

7.       Please do not bundle risk factors.  The final  paragraph of the
         first risk factor  addresses the risks  associated with the issuance of
         additional   equity  capital.   Please  consider  devoting  a  separate
         discussion to this specific risk.

         We have devoted a separate risk factor to the risk of dilution.

8.       We refer you to the second risk factor.  The statement,  "[t]he
         likelihood  of success must also be  considered in light of the ongoing
         problems, expenses, difficulties, complications, and delays encountered
         in connection  with the  exploration of the mineral  properties that we
         plan to undertake." Revise to highlight each specific risk your company
         will encounter in a separate factor as a development stage company that
         has not commenced business operations. We may have further comment.

         We have  revised  the  noted  risk  factor  to  specifically  state the
         exploration risks that we could encounter.

 9.      To the extent possible, avoid the generic conclusion you make in
         the introductory  paragraph and most of your risk factors that the risk
         discussed  would have a material  adverse  or  negative  affect on your
         business financial  condition,  and/or results of operations,  Instead,
         replace this language with  specific  disclosure of how your  business,
         financial condition, and/or results of operations would be affected.

         We have revised generic risk factor headings by disclosing specifically
         how our  business,  financial  condition  and/or  results of operations
         would be affected.

10.      Revise  your  risk  factor  subheadings  to  ensure  that  your
         subheadings   clearly  reflect  the  material  risk  disclosed  in  the
         narrative.  For example, the subheading for risk factor 2 merely states
         a fact  about  your  business  that  "because  you have  not  commenced
         operations," you "face a high risk of business  failure." Please revise
         your  subheading  for  risk  factors  5 and 6 so that  they  adequately
         describe the specific risk that results from the stated fact. To assist
         you in this regard,  we refer you to "A Plain English Handbook - How to
         Create  Clear  SEC  Disclosure  Documents,"  issued  by the  Office  of
         Investor Education and Assistance, which is available on our website at
         www.sec.gov,  and the updated  version of Staff Legal  Bulletin  No. 7.
         dated June 7, 1999.

         We have  revised  our risk  factor  subheading  to clearly  reflect the
         material risk disclosed in the narrative.



Selling Shareholders
- --------------------

11.     Please disclose any familiar relationships between selling shareholders.

        We have  disclosed the  following  familial  relationships  between the
        selling shareholders:

        Vijay A. Kumar and Vijai L. Kumar are husband and wife.

        Richard Dutt Sharma and Sukender Datt Sharma are brothers.

        Shankar Dutt Sharma is the cousin of Richard Dutt Sharma and Sukender
        Datt Sharma.

Plan of Distribution
- --------------------

 12.     In  the  fourth   paragraph,   we  note  the  statement  that  "selling
         shareholders may distribute shares to one or more of their partners who
         are unaffiliated  with us." If these shares being registered for resale
         are  transferred  from  the  named  selling  shareholders  and  the new
         shareholders  wish to rely on the  prospectus  to resell these  shares,
         then a  prospectus  supplement  would  need to be  filed  naming  these
         individuals  as selling  shareholders  and  providing  the  information
         required by Item 507 of Regulation S-B.

         We confirm  the  requirement  to file a  prospectus  supplement  if the
         selling  shareholders  transfer  their shares and the new  shareholders
         wish to rely on the prospectus to resell the shares.

 13.     Disclose whether or not there is any agreement or understanding between
         the  selling  shareholders,  and  the  partners  with  respect  to  the
         distribution  of those  shares.  To this  extent,  please  identify the
         parties and describe the agreements or understandings.  If none, please
         disclose.

         There  are  no  agreements  or   understandings   between  the  selling
         shareholders  and any third parties with respect to the distribution of
         their shares.

14.      Please disclose whether or not the selling shareholders have any
         arrangements  or agreements  with any  broker-dea1ers  or  underwriting
         firms  to  resell  on  behalf  of the  selling  shareholders.  Any such
         agreements should be filed as an exhibit to the registration  statement
         as required by Item 601(b) of Regulation S-B.

         The selling  shareholders  do not have any  arrangements  or agreements
         with any  broker-dealers  or underwriting  firms to resell on behalf of
         the selling shareholders.

Directors, Executive Officers, Promoters and Control Persons
- ------------------------------------------------------------

15.      Please name all promoters of the company. Refer to the definition of
         "promoter' in Rule 405 of Regulation C.

         We have disclosed Steven Bolton as our sole promoter.

16.      Disclose the discipline/major in which Mr. Bolton received his Bachelor
         of Science degree from the University of British Columbia.

         We have  disclosed  that Mr.  Bolton  received  his Bachelor of Science
         degree in Zoology.





17.      Considering the other activities and responsibilities of Messrs.
         Bolton and Markert,  please address the potential conflicts of interest
         that may arise between those other activities and  responsibilities and
         the activities and responsibilities of this company. Also, disclose the
         steps  management  intends  to  take  to  minimize  such  conflicts  of
         interests.

         We have added the following  disclosure under the heading "Conflicts of
         Interest":

         "Because neither of our directors has any other business involvement in
         the mineral  exploration  sector,  we do not anticipate any conflict of
         interest  developing  between our  directors and us with respect to our
         operations.

         However,  if such a  conflict  arises,  our  bylaws  provide  that each
         officer who holds another office or possesses property whereby, whether
         directly  or  indirectly,  duties  or  interests  might be  created  in
         conflict with his duties or interests as our officer shall, in writing,
         disclose to the president the fact and the nature, character and extent
         of the conflict and abstain from voting with respect to any  resolution
         in which the officer has a personal interest. "

Security Ownership of Certain Beneficial Owners
- -----------------------------------------------

18.      Please disclose the date of the information presented in the table.

         We have disclosed the date of the information presented in the table.

Description of Business
- -----------------------

19.      Please file the documents evidencing the claims as exhibits to the
         registration statement.

         We have filed documentation  evidencing the claims as an exhibit to our
         amendment registration statement.

20.      Clarify whether or not Mr. McDonald had or has any  relationship
         or  affiliation  with the  company or its  management.  Also,  disclose
         whether Mr.  McDonald has sold his  interests in mining claims to other
         companies who have  similarly  sought to register  either a transaction
         under the  Securities  Act of 1933 or a class of  securities  under the
         Exchange Act and who have, subsequent to effectiveness,  become subject
         to the reporting requirements of the Exchange Act.

         We have disclosed that neither we nor our management has any
         relationship or affiliation with Mr. Macdonald.

         Our search of filings made with the  Commission  reveals that Mr.
         Macdonald  has sold  interests in mineral  claims to the  following
         companies that have filed registration statements:  Douglas Lake
         Minerals Inc., Texada Ventures Inc. and Normark Ventures Corp.

21.      Disclose the source of the $7,500.00 paid to Mr. McDonald for the 90%
         interest in the   claims.

         We have disclosed that we paid $7,500 to Mr. Macdonald from our cash on
         hand.

22.      Please explain why the company does not own a 100% interest in the
         claims. We may have  further comment.

         We have  disclosed  that Mr.  Macdonald  wished  to  retain a  minority
         interest in the claims.

23.      Please provide the disclosure required by Item 101(b)(4) of
         Regulation S-B.





         We have added the following section to our disclosure:

         "Competition

         While the mineral property exploration  business is competitive,  we do
         not anticipate having any difficulties retaining qualified personnel to
         conduct exploration on the Upper Ross Lake property.

         Despite  competition  amongst  silver  and gold  producers,  there is a
         strong  market for any  silver or gold that is  removed  from the Upper
         Ross  Lake  property.  While it is  unlikely  that we will  discover  a
         mineral  deposit on the  property,  if we do, the value of the property
         will be  influenced  by the market  prices  for silver and gold.  These
         prices, to some degree, are influenced by the amount of silver and gold
         sold by advanced stage production companies.

         There are a large number of mineral  exploration  companies  such as us
         that look to acquire interests in properties and conduct exploration on
         them.  Given the large number of unexplored or under  explored  mineral
         properties  that are  currently  available for  acquisition,  we do not
         expect   competition  to  have  a  material   impact  on  our  business
         operations.

         In  the  mineral  exploration  sector,  our  competitive   position  is
         insignificant.  There are numerous mineral  exploration  companies with
         substantially  more  capital  and  resources  that are  able to  secure
         ownership  of  mineral  properties  with a  greater  potential  to host
         economic  mineralization.  We  are  not  able  to  complete  with  such
         companies.  Instead,  we will  attempt  to acquire  properties  without
         proven mineral  deposits that may have the potential to contain mineral
         deposits."

24.      Please disclose how or whether your exploration program will vary based
         on the types of minerals  that  appear to be  present in commercially
         exploitable quantities.

         The types of minerals that we encounter on the Upper Ross Lake property
         will not result in  changes to our  proposed  exploration  programs  or
         methods.

Title to the Upper Ross Lake Property
- -------------------------------------

25.      We note  that "Mr.  MacDonald  holds  the three  mineral  claims
         comprising  the Upper  Ross  Lake  property  in trust  for us."  Please
         disclose  the reasons why Mr.  MacDonald  holds the claims in trust and
         what are the  consequences  to the company and its  shareholders of the
         claims being held in such a manner.

         We have disclosed the following:

         "Mr. Macdonald holds the three mineral claims comprising the Upper Ross
         Lake  property in trust for us. It is a common  procedure  to have such
         claims  held in  trust  given  the  expense  that  we  would  incur  in
         registering as a recorded claim holder in the Northwest Territories. We
         can request that the claims be registered in our name at any time.

         The registration of the claims in the name of a trustee does not impact
         a third party's ability to commence an action against us respecting the
         Upper  Ross  Lake  property  or to seize  the  claims  after  obtaining
         judgment.

         The fee simple owner of the real  property  underlying  the claims that
         comprise the Upper Ross Lake property is the government of Canada.  The
         government  has the right to sell title to this land to a third  party,
         but is unlikely to do so given the remote location of the property."

Exploration History
- -------------------
26.  Please  provide  the staff with  copies of the  statistics  cited the third
paragraph regarding the samples grabbed by Ishtar Explorations.





         In  response  to  engineering  comment 49 below,  we have  removed  the
         reference to the Ishtar Explorations grab samples. These sample results
         were taken from Mr. Timmins's  geological report on the Upper Ross Lake
         property.

Geologic Assessment Report: Upper Ross Lake Property
- ----------------------------------------------------

27.      Please  file  the  geologist's  consent  as an  exhibit  to the
         registration statement.  The consent should indicate that the geologist
         consents to the summary of the report  disclosed in this subsection and
         that he consents to being named as an expert in the prospectus.

         Mr. Timmins will review our registration statement and provide his
         consent for the next amendment.

28.      Please summarize all of the material findings in Mr. Timmins' report
         and disclose Mr.   Timmins' credentials as a geological engineer.

         We have  disclosed  the material  findings of Mr.  Timmins's  report as
         follows:

         "Mr.  Timmins  concludes  that the Upper  Ross Lake  property  warrants
         further exploration, given the previous discovery of significant grades
         of gold and silver  mineralization.  He also notes that there has never
         been a systematic  sampling  program on the property and that no modern
         exploration  technology  has ever  been  applied  to the  prospect.  He
         recommends  a two-phase  exploration  program to further  evaluate  the
         Upper Ross Lake Property."

         We have also disclosed Mr. Timmins's credentials.

29.      Clarify  your use of the term  "significant  grades of gold and
         silver mineralization." Currently, the disclosure could be confusing to
         a   potential   investor   unfamiliar   with  mining   operations   and
         mineralization  characteristics of properties.  What precisely, does it
         mean when a property possesses  "significant  grades of gold and silver
         mineralization."

         We have clarified  that mineral  grades are  considered  significant if
         they are higher than would be typically found on any given property and
         if they suggest that the property thereby has the potential to become a
         mine.

Proposed Budget
- ---------------

30.      Please  disclose  the  source of  financing  for the  company's
         anticipated  budget.  Also, please disclose the impact on the Company's
         operations  should it not be able to fund the activities  identified in
         the company's two-phase program,  particularly Phase I. Will operations
         cease? If so, disclose management's intention for Quorum Ventures, Inc.
         Your discussion should include disclosure of how the company intends to
         manage its reporting  obligations under the federal  securities laws in
         the event the company's  registration  statement is declared effective.
         Will the company have the funds  required to file  current,  quarterly,
         and  annual  reports?  If  operations  cease  due  to a  dire  lack  of
         financing,  does the company  anticipate  commencing  negotiations with
         potential acquisition candidates?

         We have disclosed the following:

         "We have funded the phase one exploration  costs from our cash on hand.
         We also  anticipate  that  we  will be able to fund  most or all of the
         phase two  exploration  program from our current cash on hand. In order
         to fund future operations,  including  administrative costs relating to
         our reporting obligations, we will have to raise additional capital. We
         anticipate  raising funds through the sale of additional  shares of our
         common  stock or  through  director  loans,  though  we do not have any
         commitments in this regard.





         If we are  unable to raise  sufficient  capital,  we may also  consider
         selling a portion of the Upper Ross Lake  property  to a third party in
         exchange for that party paying us cash and/or  committing to complete a
         certain amount of  exploration  on the property.  We have not contacted
         any third parties regarding such an arrangement."

Compliance with Government Regulation
- -------------------------------------

31.      Discuss the anticipated costs of compliance with government
         regulations.  Also, disclose the source of funds for such compliance.
         Do not limit your discussion to the initial phases of exploration.

         We have disclosed the following:

         "We will not incur any government  compliance  costs in connection with
         the proposed phase one and two  exploration  programs on the Upper Ross
         Lake property.  However,  when we conduct  advanced  exploration on the
         claims that includes the  disturbance  of surface soil, as would happen
         during a  drilling  program,  we would  anticipate  incurring  costs of
         around $10,000 in complying with remediation requirements.  Remediation
         involves  putting  the  property  surface  back in the same state as we
         initially  found it. These steps usually include earth movement to fill
         any holes we create during exploration and tree planting.

         Also, to operate a working mine in the jurisdiction,  the Environmental
         Assessment Act may require an environmental review process. The cost of
         complying with these  regulations  may cost as much as $100,000  during
         the course of exploration  that will be necessary to determine  whether
         the Upper Ross Lake property contains economic mineralization.

         In order to fund the  above  costs,  we will  have to raise  additional
         capital.  We  anticipate  raising  funds through the sale of additional
         shares of our common stock,  though we do not have any  commitments  in
         this regard."

Plan of Operations
- ------------------
32.      Update the company's cash balance as of the most recent practicable
         date.

         We  have  provided  our  cash balance as of the most recent practicable
         date.

33.      Please describe the first stage of your exploration  program in greater
         detail.  For instance,  describe Messrs.  Bolton and Markert's
         involvement in the initial stage.

         We have disclosed the following:

         "Phase  one  will  consist  of a  consulting  geologist  reviewing  and
         compiling  information  regarding previous  exploration on the property
         and the  re-sampling  of property  that are know to contain  gold.  The
         re-sampling  will be  conducted  by a  geologist  and his  helper.  Our
         directors,  Steven  Bolton and Bryan  Markert,  will not be involved in
         exploration work on the property."

34.      C1arify whether or not Mr. Timmins had or has any relationship or
         affiliation with the  company or its management.

         Mr. Timmins has never had and does not have any relationship or
         affiliation with us or our management.





35.      Please expand on Mr. Timmins' "familiarity with the property area."

         Mr.  Timmins has worked on other  mineral  exploration  projects in the
         region of the Upper Ross Lake claims and visited the  property
         during April 2004.

36.      Please  explain  why the  company  has not  entered  into a format
         agreement  with Mr.  Timmins.  When  does the  company  anticipate
         formalizing  its retainer  agreement with him? Also tell us the
         anticipated  costs  associated with retaining Mr. Timmins and how the
         company intends to pay for his services.  If the company has not
         reached an agreement with him by a date certain,  disclose the impact
         this will have on the company's operations.

         We have not executed a formal  agreement with Mr. Timmins  because that
         is not the  typical  practice in the mineral  exploration  sector.  The
         costs of Mr. Timmins's services are included in his phase one and phase
         two budgets.

37.      Please provide a detailed plan of operations as required by Item
         303(a) of Regulation S-B.  Substantially revise this section to discuss
         with greater specificity the steps you intend to take in furtherance of
         your plan of  operation.  Please  provide  a  potential  investor  with
         comprehensive  disclosure  of the  direction  in which you plan to take
         your company in the next twelve months of  operation.  You should focus
         your  discussion  in monthly or  quarterly  increments  and discuss the
         steps necessary for the costs associated with and projected  timeframes
         for achieving sustained first revenues.  Currently, you do not identify
         any specific milestones nor do you discuss the ways in which you intend
         to achieve your company's  objectives.  We may have additional comments
         after reviewing your revised disclosure.

         We have revised our plan of operations disclosed. It contains the steps
         we  intend  to take in  furtherance  of our  business  over the next 12
         months, as well as timeframes,  costs and milestones. We have indicated
         that we will not earn any revenues during the next 12 months.

38.      Please disclose how the company intends to pay for  professional
         fees which it estimates to be approximately  $15,000.  Given that there
         are  no  assurances  that  the  company  will   successfully   complete
         subsequent  rounds of equity  financing  through the sale of its common
         stock, disclose the alternatives that management currently has in place
         to continue  with its proposed  operations  in the event that it is not
         able to raise the  necessary  capital.  If  operations  will cease,  so
         disclose.

         We have disclosed the following:

         "Our cash reserves are not sufficient to meet our  obligations  for the
         next twelve-month  period. As a result, we will need to seek additional
         funding in the near future. We currently do not have a specific plan of
         how we will obtain such funding; however, we anticipate that additional
         funding  will be in the form of equity  financing  from the sale of our
         common  stock.  We may also seek to obtain  short-term  loans  from our
         directors, although no such arrangement has been made. At this time, we
         cannot  provide  investors  with any assurance  that we will be able to
         raise sufficient funding from the sale of our common stock or through a
         loan from our  directors to meet our  obligations  over the next twelve
         months.  We do not have any arrangements in place for any future equity
         financing.  Our directors have indicated that they are prepared to loan
         us up to $50,000 for  operations,  though they have no  obligations  in
         this regard. Such loans would be unsecured,  non-interest bearing loans
         with no fixed terms of repayment.

         If we are  unable to raise  sufficient  capital,  we may also  consider
         selling a portion of the Upper Ross Lake  property  to a third party in
         exchange for that party paying us cash and/or  committing to complete a
         certain amount of  exploration  on the property.  We have not contacted
         any third parties regarding such an arrangement."





39.      We  note  that  you  may  obtain  short-term  loans  from  your
         directors.  Please disclose how much management will be willing to loan
         the company in order to sustain  operations.  Also, please disclose the
         terms under which management will loan cash to the company.

         Our directors  have  indicated  that they are prepared to loan us up to
         $50,000 for operations, though they have no obligations in this regard.
         Such loans would be unsecured, non-interest bearing loans with no fixed
         terms of repayment.

40.      The  disclosure  in the sixth and seventh  paragraphs is largely
         repetitive.   Revise  your   disclosure   to  remove  all   repetitious
         information since it does note enhance the quality of your disclosure.

         We have removed the repetitive disclosure.

Description of Property
- -----------------------

41.      Please  disclose  whether  the  company  maintains  an  office.
         According to the facing page of the registration statement,  the office
         is located in North Vancouver.  Please provide the information required
         by Item 102 of Regulation S-B for the company's  office. If this is the
         home of Steven Bolton, please disclose.

         We have  disclosed that our  president,  Steven  Bolton,  provides home
         office space to us free of charge.

Certain Relationships and Related Transactions
- ----------------------------------------------

42.      Please  provide  the  disclosure  required by Item 404(d) of Regu1ation
         S-B.

         We have disclosed the following:

         Our sole promoter,  Steven Bolton,  has not received anything of value
         from us, directly or indirectly,  since our inception.  We have
         not acquired any assets from Mr. Bolton.


Part 11- Information Not Required in Prospectus
- -----------------------------------------------

Exhibits
- --------

43.      Please file the legality opinion with the next amendment.

         We will file the legality opinion with the next amendment.

Other Expenses of Issuance and Distribution
- -------------------------------------------

44.      Please explain why the company has not included printing fees as one of
         the expenses of issuance and distribution.

         We have included printing fees of $500 in our expense table.

                              ENGINEERING COMMENTS
                              --------------------

45.      Please include page numbers with this filing to expedite communications
         and editing requests.

         We have included page numbers with our amended filing.

46.      For your property, provide the disclosures required by Industry
         Guide, 7 (b). In particular, provide:

         . The location and means of access to the property.

         The Upper Ross Lake  Property is located  along the west shore of Upper
         Ross  Lake,  approximately  44  miles  east-northeast  of  Back  Bay at
         Yellowknife.  The  property may be accessed by  float-equipped  charter
         aircraft or helicopter from  Yellowknife.  The claims are 17 land miles
         beyond the Cameron Lake Road (Highway 4).

         . Any conditions  that you must meet in order to obtain or retain title
           to the property.

         The Upper Ross Lake property  consists of three mineral  claims.  These
         claims are  registered  in the name of Glen  Macdonald  and are in good
         standing until May 27, 2006.  This lapse date can be extended for up to
         ten years,  provided that we spend at least $2.00 per acre of land. The
         total  acreage of the Upper Ross Lake claims is 1,394.55  acres.  After
         the ten year period has  elapsed,  the claims must be legally  surveyed
         and taken to lease, or the rights are forfeited.

         . A brief  description  of the rock  formation  and  mineralization  of
           existing or potential economic significance on the property.

         We  have  included  a  brief  description  of the  rock  formation  and
         mineralization  on  the  property  in  the  subsection  entitled  "Rock
         Formation and Mineralization".

         . A description of the present condition of the property.

         The property is free of mineral workings.





         . A description of any work completed on the property.

         We have not completed any exploration work on the property.

         . A description of equipment and other infrastructure facilities.

         There is no equipment or other infrastructure facilities located on the
         property.

         . The current state of exploration of the property.

         There is no exploration  currently being conducted on the property.  We
         expect to commence  an initial  phase of  exploration  on the claims in
         November 2005.

         . The total cost of your property  incurred to date and planned  future
           costs.

         We have not incurred  any  exploration  expenditures  on the Upper Ross
         Lake property to date,  along we have funded $5,000 for the exploration
         program that will commence in November  2005.  The planned future costs
         are detailed in the section  entitled  "Geological  Assessment  Report:
         Upper Ross Lake Property".

         . The source of power that can be utilized at the property.

         There is no power source  located on the property.  We will need to use
         portable generators if we require a power source for exploration of the
         property.

         . If applicable, provide a clear statement that the property is without
         known reserves and the proposed program is exploratory in nature.

         We have stated the following:

         "The Upper Ross Lake property is without known  reserves.  Our proposed
         programs are exploratory in nature."

47.      Insert a small-scale map showing the location and access to your
         property.  This map  should  locate  your  property  in  relation  to a
         political  boundary  such as a country,  state or  province.  Note that
         SEC's EDGAR program now accepts  digita1 maps, so please  include these
         in any future  amendments  that are uploaded to EDGAR. It is relatively
         easy to include automatic links at the appropriate locations within the
         document  to GIF or JPEG  files,  which will allow the  figures  and/or
         diagrams to appear in the right location when the document is viewed on
         the Internet. Otherwise, provide the map to the staff for our review.

         We have filed a  small-scale  location map as an exhibit to our amended
         registration statement.

48.      Add a risk factor that  addresses the fact that your property has not
         been  examined  in the field by a  professional  geologist  or mining
         engineer and detail the risks to investors.

         Mr. Timmins, the author of our geological report on the Upper Ross Lake
         property, did examine the Upper Ross Lake property.




Exploration History
- -------------------
49.      The third  paragraph  of this  section  refers to grab  samples
         ranging  from trace  amounts  to 1.6 ounces per ton gold.  As a general
         checklist,   when  reporting  the  results  of  sampling  and  chemical
         analyses:

- -    Disclose only weighed-average sample analyses associated with a measured
     length or a substantial volume.
- -    Eliminate all analyses from "grab" or "dump" samples, unless the sample is
     of a substantial and disclosed weight.
- -    Eliminate all disclosure of the highest values or grades of sample sets.
- -    Eliminate grades disclosed as "up to" or "as high as."
- -    Eliminate statements containing grade and/or sample-width ranges.
- -    Aggregated sample values from related locations should be aggregated based
     on a weighted average of 1engths of the samples.
- -    Generally, use tables to improve readabi1ity of sample and drilling data.
- -    Soil samples may be disclosed as a weighted average value over some area.
- -    Refrain from reporting single soil sample values.
- -    Convert all ppb quantities to ppm quantities for disclosure.

Revise  your  text accordingly.

         We have removed the noted grab sample  results in accordance  with your
         checklist.

                               Accounting Comments
                               -------------------

Prospectus Summary - Summary Financial Information

50.      Please revise the date of the balance sheet data to August 31, 2004 and
         update as necessary.

         We have filed audited financial statements for the fiscal periods ended
         May 31, 2004 and 2005, as well as interim financial  statements for the
         interim  period  ended  August 31, 2005 with our  amended  registration
         statement.

Risk factors
- ------------

51.      You state  that you have  sufficient  funds to  conduct  initial
         exploration.  In view of your liquidity position, the offering expenses
         payable  and the lack of any  other  committed  source of  funding,  it
         appears  to us  that  you do not  have  sufficient  cash to pay for the
         initial  exploration  program.  P1ease correct your disclosure here and
         elsewhere in the registration statement to clarify or explain to us why
         you  believe  that  you  have  sufficient   funds  to  conduct  initial
         exploration.

         We disclose in our  registration  statement  that we have  provided the
         necessary funds for the initial  exploration  program on the Upper Ross
         Lake  property  and  that we will  need  additional  funds  in order to
         complete the recommended phase two exploration program.

Notes to Consolidated Financial Statements
- ------------------------------------------





Note l - Nature and Continuance of Operations
- ---------------------------------------------

52.      Please disclose the company's year-end.

         We have disclosed that our year-end is May 31.

53.      Please revise to include a description of the nature of the exploration
         stage  activities in which the enterprise is engaged as required by
         SFAS 7.

         We have included a description of the nature of the  exploration  stage
         activities in which we are engaged in Note 1.

Note 2 - Summary of Significant Accounting Policies - foreign currency
translation

54.      It appears that the primary  economic  environment  in which you
         operate  is  Canada.   Please  disclose  the  functional  currency  and
         reporting currency and describe briefly how you apply SFAS 52.

         We have  disclosed our  functional  and reporting  currencies  and have
         described how we apply SFAS 52.

Note 3 - Mineral Property
- -------------------------

55.      The  disclosure in Note 3 that the company  "acquired 90% of the
         rights,   titles  and  interests  in  three  mining   claims"   appears
         inconsistent  with the fact that title to the mining  claims is held in
         trust by Mr. Macdonald, a third party. Please expand Note 3 to disclose
         the exact nature of the company's rights to the mineral properties.  In
         addition,  please revise to disclose when management expects the claims
         to  be  transferred  to  the  company.   Provide  this   disclosure  in
         Management's Discussion and Analysis as well.

         We  have  revised  our  disclosure  to  indicate  that  we do not  hold
         registered title to the Upper Ross Lake property and that Mr. Macdonald
         holds our interest in the mineral claims in trust for us.

General
- -------

56.      Provide a current consent in any amendment and consider the updating
         requirements of Item 310(g) of Regulation S-B.

         We have filed a current  consent from the  independent  accountant  and
         have included financial statements for the period ended August 31, 2005
         which comply with the Item 310(g) updating requirements.

57.      Please note that the interim financial  statements included in the
         Registration  statement may be unaudited.  Refer to Item 310(b) of
         Regulation S-B.

         The interim financial  statements included in our amended  registration
         statement are unaudited.

         Yours truly,

         /s/ Steven Bolton

         Steven Bolton, President
         QUORUM VENTURES, INC.