-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J0CuTQHL9O/cFRHWBNtWTnsruvCoQMiWyC1/o9cRiigA4G9+LQTDjnbS2GVUE6CP hNWjHAYuqX0CDDLUNcZ9pA== 0001213900-03-000029.txt : 20030505 0001213900-03-000029.hdr.sgml : 20030505 20030505153132 ACCESSION NUMBER: 0001213900-03-000029 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20030505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWIN VENTURES LTD CENTRAL INDEX KEY: 0001230795 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105008 FILM NUMBER: 03682074 BUSINESS ADDRESS: STREET 1: 6418 N.E. AGATE BEACH LN CITY: BAINBRIDGE ISLAND STATE: WA ZIP: 98110-1000 BUSINESS PHONE: 6044617155 MAIL ADDRESS: STREET 1: 6418 N.E. AGATE BEACH LN CITY: BAINBRIDGE ISLAND STATE: WA ZIP: 98110-1000 SB-2 1 fsb2_twinventures.txt REGISTRATION STATEMENT FORM SB-2 As filed with the Securities and Exchange Commission on May , 2003. REGISTRATION NO. SECURITIES AND EXCHANGE COMMISSION ---------------------- FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- TWIN VENTURES LTD. (Exact Name of Small Business Issuer in its Charter) DELAWARE ---- (State of Incorporation) (Primary Standard (IRS Employer ID No.) Classification Code) 6418 NE AGATE BEACH LANE BAINRIDGE ISLAND, WASHINGTON 98110-1000 (Address and Telephone Number of Registrant's Principal Executive Offices and Principal Place of Business) DAVID DEERING PRESIDENT TWIN VENTURES LTD. 6418 NE AGATE BEACH LANE BAINRIDGE ISLAND, WASHINGTON 98110-1000 (206)842-2026 (Name, Address and Telephone Number of Agent for Service) Copies of communications to: GREGG E. JACLIN, ESQ. ANSLOW & JACLIN, LLP 4400 ROUTE 9, 2ND FLOOR FREEHOLD, NEW JERSEY TELEPHONE NO.: (732) 409-1212 FACSIMILE NO.: (732) 577-1188 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. 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 of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| -1- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, 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 of 1933, 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, please check the following box. |_| CALCULATION OF REGISTRATION FEE - -------------------------------

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c). Our common stock is not traded and any national exchange and in accordance with Rule 457, the offering price was determined by the price shareholders were sold to Twin Ventures shareholders in a private placement memorandum. The price of $.40 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SHAREHOLDERS 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. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED MAY , 2003 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 SAID SECTION 8(A), MAY DETERMINE. -2- TWIN VENTURES LTD. 3,257,0000 SHARES OF COMMON STOCK Our selling stockholders are offering to sell 3,257,000 shares of our common stock. Currently, our common stock is not trading on any public market. The 3,257,000 shares of our common stock can be sold by selling security holders at a fixed price of $.40 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE 3. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is May , 2003 -3- TABLE OF CONTENTS ----------------- ABOUT OUR COMPANY 4 HOW OUR COMPANY IS ORGANIZED 4 WHERE YOU CAN FIND US 4 SUMMARY FINANCIAL DATA 5 RISK FACTORS 5 SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS 8 USE OF PROCEEDS 8 PENNY STOCK CONSIDERATIONS 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OR OPERATION 9 BUSINESS 10 DESCRIPTION OF PROPERTY 14 MANAGEMENT 14 PRINCIPAL STOCKHOLDERS 18 SELLING STOCKHOLDERS 19 PLAN OF DISTRIBUTION 20 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 21 DESCRIPTION OF SECURITIES 21 DELAWARE BUSINESS COMBINATION PROVISIONS 22 INDEMNIFICATION OF DIRECTORS AND OFFICERS 22 WHERE YOU CAN FIND MORE INFORMATION 23 TRANSFER AGENT 23 LEGAL MATTERS 23 EXPERTS 24 INDEX TO FINANCIAL STATEMENTS f-1 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. -i- ABOUT OUR COMPANY We are an exploration stage company that was formed in November 2002. After careful research for local potential for Copper-Nickel-Palladium-Platinum deposits, we focused on a belt of intrusive ultramafic rocks extending northwest from just north of Hope, British Columbia. Currently, there is no assurance that a commercially minable deposit or reserve exists within our claims, until further exploration is performed and comprehensive evaluation based upon the exploration supports a different conclusion. Based on a consultant's recommendations, in November of 2002, the claims were sold to us. In April 2003, we assigned such claims to New Heights Capital Corporation, which then registered the claims. Garth Barton, the vendor of the property, commissioned a report to evaluate the area of claims and to recommend an exploration program to develop mineral prospects and to be filed with the appropriate regulatory bodies. The report includes the initial prospecting and preliminary geological work completed by Laurie Stephenson, P. Eng., on the claims and surrounding property. It represents the first known compilation of data for the area. The author has been involved in the area since March, 2000 assessing the prospective geological potential, access, and general conditions. It should be noted that in 2001 the British Columbia government completed an aggressive program in the Harrison Lake-British Columbia Pacific Nickel Mine area of detailed cross-sectional geological mapping, sampling and age dating to foster further exploration along the belt and area activity has increased considerably on much of the southern portion of the belt. HOW OUR COMPANY IS ORGANIZED We were incorporated under the name Twin Ventures Ltd. in the State of Delaware on November 6, 2002. Since November 2002, we have not spent any money on the research and exploration of our claims. In April, 2003, we acquired the outstanding common shares (one common share) of New Heights Capital Corporation, an inactive Canadian corporation, in order to record our rights to the "Ritz Claim" in a Canadian corporation as required since we are a United States company which is not registered in the province of British Columbia. In consideration for the purchase of the shares, the "Ritz Claim" was transferred to New Heights Capital Corporation which became our wholly owned subsidiary. We have not been involved in any bankruptcy, receivership or similar proceeding. We have not been involved in any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. WHERE YOU CAN FIND US Our corporate offices are located at 6418 NE Agate Beach Lane, Bainbridge Island, Washington 98110-1000. Our corporate staff consists of one part time officer and two additional part time directors. Our telephone number is (206) 842-2026. SUMMARY FINANCIAL DATA The following summary financial data should be read in conjunction with Management's Discussion and Analysis or Plan of Operation" and the Financial Statements and Notes thereto, included elsewhere in this Prospectus. The following summary financial data should be read in conjunction with Management's Discussion and Analysis or Plan of Operation" and the Financial Statements and Notes thereto, included elsewhere in this Prospectus. The statement of operations data and the balance sheet date for the period from November 6, 2002 (inception) to March 31, 2003 are derived from Twin Ventures' -4- audited Financial Statements. The statement of operations data and the balance sheet data at March 31, 2003 are derived from Twin Ventures' March 31, 2003 financial statements. The operating results for the period ended March 31, 2003 are not necessarily indicative of the results to be expected for the full year or for any future period. Date of (Date of Inception Inception November 6, 2002 to November 6, 2002) December 31, 2002 To March 31,2003 Statement of Expenses Data: Revenue $0 $ 0 Net Losses $55,920 $ 74,600 Total Operating Expenses $55,920 $ 74,600 General Exploration $33,500 $33,500 General and Administrative $22,420 $ 41,100 As of As of December 31, 2003 March 31, 2003 Balance Sheet Data: Cash $80 $3,606 Total Assets $80 $4,350 Total Liabilities $30,500 $ 18,700 Stockholders Equity(deficit) $(30,420) $(14,350) RISK FACTORS You should carefully consider the following risk factors and other information in this prospectus before deciding to become a shareholder of our common stock. Your investment in our common stock is highly speculative and involves a high degree of risk. You should not invest in our common stock unless you can afford to lose your entire investment and you are not dependent on the funds you are investing. Please note that throughout this prospectus, the words "we", "our" or "us" refer to Twin Ventures Inc. and not to the selling stockholders. We Will Require Additional Funds to Achieve Our Current Business Strategy and Our Inability to Obtain Additional Financing Could Have a Material Adverse Effect on Our Ability to Maintain Business Operations. We will need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy of exploration on the property located at Lillooet Lake. This financing may not be available when needed. Even if this financing is available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. Therefore, you may be investing in a company that will not have the funds necessary to commence operations. Our inability to obtain financing would have a material adverse effect on the our ability to implement our exploration strategy, and as a result, could require us to diminish or suspend our exploration strategy and possibly cease our operations. If we are unable to obtain financing on reasonable terms, we could be forced to delay, scale back or eliminate certain product and service exploration programs. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition to such extent that we are forced to restructure, file for bankruptcy, sell assets or cease operations, any of which could put your investment dollars at significant risk. -5- We Lack an Operating History and Have Losses Which We Expect to Continue into The Future. We were incorporated in November 2002 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $74,600. Our ability to achieve and maintain profitability and positive cash flow is dependent upon: - our ability to locate a profitable mineral property - our ability to generate revenues - our ability to raise the capital necessary to continue exploration of the property. Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues may cause us to go out of business. We Have No Known Ore Reserves and We Cannot Guarantee We Will Find Any Platinum Group Metals (Hereinafter Referred to as "Pgm") or Other Minerals; If We Find Pgm or Other Minerals, There Can Be No Guarantee That Production Will Be Profitable. We have no known ore reserves. We have not identified any PGM mineralization on the property and we cannot guarantee we will. Even if we find that there is PGM mineralization on our property, we cannot guarantee that we will be able to recover the metals profitably. Weather Interruptions in the Province of British Columbia May Affect and Delay Our Proposed Exploration Operations. While we plan to conduct our exploration year round, it is possible that snow or rain could cause roads leading to our claims to be impassible. When roads are impassible, we will be unable continue exploration work. We Are Small and Do Not Have Much Capital and Therefore We Must Limit Our Exploration and As A Result We May Not Find Mineralized Material. We are a small operation and do not have much capital. Therefore, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material even though our property may contain mineralized material. If we do not find mineralized material or we cannot remove the mineralized material, because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and you will lose your investment. We May Not Have Access to All of the Supplies and Materials We Need to Begin Exploration Which Could Cause Us to Delay or Suspend Operations. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products, equipment and materials we need, we will have to suspend our exploration plans until we do find the products, equipment and materials we need. -6- David Deering's Control May Prevent You from Causing a Change in the Course of Our Operations and May Affect the Market Price of Our Common Stock. David Deering beneficially owns approximately 73% of our common stock and will control us after the offering. Accordingly, for as long as Mr. Deering continues to own more than 50% of our common stock, he will be able to elect our entire board of directors, control all matters that require a stockholder vote (such as mergers, acquisitions and other business combinations) and exercise a significant amount of influence over our management and operations. Therefore, regardless of the number of our common shares sold, your ability to cause a change in the course of our operations is eliminated. As such, the value attributable to the right to vote is limited. This concentration of ownership could result in a reduction in value to the common shares you own because of the ineffective voting power, and could have the effect of preventing us from undergoing a change of control in the future. There Is No Public Trading Market for Our Common Stock and There Is No Assurance That the Common Stock Will Ever Trade on a Recognized Exchange. There is no established public trading market for our securities. Therefore, there is no central place, such as a stock exchange or electronic trading system, to resell your common shares. If you do want to resell your common shares, you will have to locate a buyer and negotiate your own sale. We currently intend to seek a market maker to apply for a listing on the OTC Electronic Bulletin Board in the United States. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate his investment. Loss of Our Key Management Staff, David Deering, Brian Bisset and Andrew Norins Will Be Detrimental to Our Business. We are presently dependent to a great extent upon the experience, abilities and continued services of David Deering, Brian Bisset and Andrew Norins. The loss of services of David, Brian or Andrew could have a material adverse effect on our business, financial condition or results of operation. Our Sole Officer Has a Conflict of Interest in That He Is an Officer and Director of Another Company Which Will Prevent Him from Devoting Full-time to Our Operations Which May Affect Our Operations. Our sole officer, David Deering has a conflict of interest in that he is an officer and director of another company. David's other activities will prevent him from devoting full-time to our operations. This may slow our operations and may reduce our financial results because of the slow down in operations. "Penny Stock" Rules May Make Buying or Selling Our Common Stock Difficult. -7- Trading in our securities is subject to the "penny stock" rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser's written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker- dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission's regulations concerning the transfer of penny stock. These regulations require broker-dealers to: - Make a suitability determination prior to selling a penny stock to the purchaser; - Receive the purchaser's written consent to the transaction; and - Provide certain written disclosures to the purchaser. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock. We Will Require Additional Management Personnel with Expertise in Mining and Exploration in Order to Achieve Our Business Objectives. We will require additional management, middle management and technical personnel who have previous expertise in mineral exploration in order to achieve our business objectives. We may be unable to attract, assimilate or retain other highly qualified employees. There is significant competition for qualified employees in the exploration industry. If we do not succeed in attracting new personnel or retaining and motivating our current personnel, our business will be adversely affected. We Do Not Expect to Pay Dividends and Investors Should Not Buy Our Common Stock Expecting to Receive Dividends. We have not paid any dividends on our common stock in the past, and do not anticipate that we will declare or pay any dividends in the foreseeable future. Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates. You should not purchase our common stock expecting to receive cash dividends. SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS Some of the statements in this prospectus under "Risk Factors," Plan of Operation," "Business," and elsewhere are forward- looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under "Risk Factors." -8- In some cases, you can identify forward-looking statements by the words "believe," "expect," "anticipate," "intend" and "plan" and similar expressions or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievements. We caution you not to place undue reliance on these forward- looking statements. USE OF PROCEEDS The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders. DETERMINATION OF OFFERING PRICE Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price is not an indication of and is not based upon the actual value of Twin Ventures. The offering price bears no relationship to the book value, assets or earnings of Twin Ventures or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities. PENNY STOCK CONSIDERATIONS Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with our financial statements and notes thereto appearing in this prospectus. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. Overview Since our inception, our operations have been devoted primarily to identifying and purchasing a mineral exploration property. We intend to grow through the exploration and development of the Lillooet Lake property and the identification -9- and acquisition of other mineral exploration properties. Because of uncertainties surrounding our exploration, we anticipate incurring exploration stage losses in the foreseeable future. Our ability to achieve our business objectives is contingent upon our success in raising additional capital until adequate revenues are realized from operations. Exploration stage expenses during from inception through March 31, 2003 were $74,600. The expenses incurred were primarily due to various consulting, managerial and professional services in connection with our development of a business plan and the corporate formation as well as sale of shares of our common stock. Specifically, $2,400 of the exploration stage was the value of the issuance of a total of 24,000,000 shares to our officer and directors from November 2002 to March 2003. $16,000 was spent on the initial payment for the property and no money was spent on further evaluation of the property. These fees were in furtherance of Phase I to purchase and evaluate a property. The additional expenses were $7,500 for legal fees and $2,500 for accounting fee and there was no officer and director compensation fees or general administration costs. These fees were incurred in the start costs of our company as well as the fees to prepare our audited financial statements and this registration statement. Plan of Operation We have completed phase one of a four step plan to evaluate our initial minerals prospect for exploration. Phase one consisted of identifying an area with promising geological properties, purchasing the initial 60 units of the Ritz property, securing a geological report on the property and completing the initial rock and silt samples on the prospect. We plan to complete phase two and three during the next 12 months. If we get positive results in phase two and three we will be required to seek additional capital as recommended by the consultant's report. We will attempt to raise capital from sale of our common stock, loans from investors, shareholders or management, and/or joint venture partners. However, there are currently no negotiations or arrangements for future financing at this point in time. Management will use its best efforts to raise the additional funds to carry out the planned exploration program but there is significant risk that we may not secure the necessary funding. The following table details the remaining 3 steps to our initial exploration of the Ritz property: Phase II: Geological Traverses Senior Geologist 3 day @ $300 per day $900.00 Filing Fee $300.00 1 Geo-technician 3 days at $150.00 $450.00 Equipment Rental 4 wheel drive @ $50.00 per day $150.00 Assays 60 @ $10.00 each $600.00 Food, Fuel etc $200.00 Report $600.00 TOTAL $3,200.00 Phase III Follow-up Geochemical sampling and detailed $5,000.00 geological mapping TOTAL $5,000.00 Phase IV Airborne EM Survey Airborne EM Survey 100 line kilometers @ $150 $15,000.00 per km Follow-up geological surveys $25,000.00 TOTAL $40,000.00 -10- If we are successful in completing the 3 additional steps of exploration, management will access the results to determine the advisability of exploration of the property. If management determines the results merit further exploration the plan is to raise additional capital, and/or seek an industry partner to pay the further costs of operations. There is no assurance we will be successful in raising the funds or finding a joint venture partner in order to complete further exploration. We could be forced to abandon the property of sell it for a significant loss if we are unable to secure the necessary capital. Capital Resources and Liquidity. As of March 31, 2003, we had approximately $3,606 in cash. The planned exploration expenditures of phase two and three are estimated to cost $8,200, an additional $2,500 payment is due on the Lake Lillooet Property pursuant to the Mineral Claims Agreement during the next 12 months, and our general and administrative is expected to average $200 per month for the next 12 months. We have no plans to pay salaries to our officers or employees during the next 12 months. We believe we have sufficient cash to meet our minimum exploration and operating costs for the next 12 months. We will need to raise additional capital to continue or operations past 12 months, and there is no assurance we will be successful in raising the needed capital. BUSINESS - OUR COMPANY Organization We were organized as a Delaware corporation in November 2002 for the purpose of acquiring, exploring and developing mineral properties. Our Business We are engaged in the acquisition and exploration of potential mineral properties. Our first acquisition was mineral claims described below, which are known as the "Ritz Claims". We intend to conduct exploration work on this property in order to ascertain whether it possesses commercially developable quantities of platinum and/or palladium, referred to as platinum group metals or "PGM". There can be no assurance that a commercially viable mineral deposit, or reserve, exists on the Ritz claims until appropriate exploratory work is completed and a comprehensive evaluation based on such work concludes economic feasibility. Mineral Property Agreement We purchased the property containing mineral claims from Garth Barton in November, 2002. The property consists of 20 unpatented two post mineral claims and one unpatented four post mineral claim representing 40 units that have been staked and recorded and occur in the Lillooet mining division. The claims are contiguous. These claims are located east of Lillooet Lake and 25 kilometers southeast of Pemberton in south-western British Columbia, Canada (UTM Zone 10, Map Sheets M092J0 8W, M092J01W). In April 2003, the "Ritz Claim" was transferred to of New Heights Capital Corporation in exchange for New Heights Capital Corporation's one outstanding common share of stock. Pursuant to same, New Heights Capital Corporation became our wholly owned subsidiary. The acquisition of New Heights Capital Corporation, an inactive Canadian corporation, was undertaken for the purpose of recording our "Ritz Claim" in a Canadian corporation as required since we are a United Stated company not registered in the province of British Columbia. The total purchase price for these claims was $33,500, of which $16,000 was paid upon -11- receipt of such claims in November 2002. In addition, these claims are subject to a 2.5% Net Smelter Royalty and a 7.5% Gross Rock Royalty. Garth Barton is the beneficiary of such royalties. Additional payments and obligations to Garth Barton are as follows: O Payment of $16,000 on transfer of property title (paid). O Payment of $2,500 12 months from transfer of property title (April 2004). O Provide funds to complete assessment work in order to maintain the property in good standing. Assessment work has been completed for the first year and the cost in future years will be a minimum of $3,900 per year. The initial payment of $16,000 plus the $2,500 payment referred to above are credited towards assessment work obligations. O $15,000 at 36 months from transfer of property title (April 2007). In order to maintain the property in good standing all claims staked in British Columbia require $65 worth of assessment work to be undertaken in Year 1, followed by $130 per claim per year thereafter. To date we have incurred expenditures of approximately $2,500 on the property for the preliminary exploration work on the claims in 2002. This work included the collection and analysis of 17 rock samples. Our expected source of funds to meet upcoming obligations are private placement of debt or equity and/or loans from management or shareholders. There is no guarantee that we will be able to secure such funds. Definitions Gross Rock Revenue means, for any period, the gross proceeds received by Garth Barton in that period from the sale of unrefined rock or gravel removed from the leased property less any treatment, beneficiation or other changes or penalties deducted by the purchase to whom such Rock is shipped, less: (a) all costs of Garth Barton associated with such sales involving handling, weighing, sampling, determination of water content, insuring, packaging and transporting Rock; (b) the costs of marketing, including rebates or allowances made or given; and (c) any sales, severance, gross production, privilege or similar taxes (other than income taxes or mining taxes based on income). Minerals means the ores or concentrates of minerals, as that term is defined in the Mineral Tenure Act (British Columbia), and the rock that is part of such ores and concentrates sold by Garth Barton. Net Smelter Return means, for any period the difference between: (a) the sum of: (i) the gross proceeds received by Garth Barton in that period from the sale of refined minerals such as platinum, palladium, gold, and silver produced from the property to a party that is arm's length to Garth Barton, or that would have been received by Garth Barton if the purchase of the Minerals were at arm's length to Garth Barton; and (ii) in the case of the sale of Minerals that are ores that have not been processed in a Mill, the estimated cost that would have been incurred in crushing and beneficiating such Minerals in a Mill as agreed by the parties or otherwise determined by a competent mining or metallurgical engineer; and -12- (b) the sum of: (i) All amounts paid on account of Advance Royalty Payments; (ii) any insurance costs in connection with shipping such Minerals; (iii) any costs of transport; (iv) All costs of Garth Barton associated with such sales involving handling, weighing, sampling, determination of water content, insuring and packaging; (v) the costs of marketing, adjusted for rebates or allowance made or given; (vi) any sales, severance, gross production, privilege or similar taxes (other than income taxes or mining taxes based on income) assessed on or in connection with the Minerals or the value thereof; and (vii) any treatment, beneficiation or other charges or penalties deducted by any smelter or refinery to which such Minerals are shipped that have not been previously deducted in the computation of gross proceeds. Location and Land Status The property is located about 3 hours from Vancouver British Columbia, Canada via the Sea-to-Sky Highway 99 (approximately 115 km NNE of Vancouver): north along Howe Sound from Vancouver's North Shore to Squamish, and then through the winter resort town of Whistler to Pemberton. Access from is from well maintained logging road just off the Duffey Lake paved highway immediately northeast of the bend in Lillooet Lake, less than 25 km south east of the town of Pemberton The Property consists of 20 unpatented two post mineral claims and one unpatented four post mineral claim representing 40 units that have been staked and recorded and occur in the Lillooet mining division. The claims are contiguous. History The Ritz claims were staked following initial field investigations of several unexplained Nickel-Copper regional geochemical survey (RGS) stream sediment anomalies in the area. Extensive research uncovered no previous property-scale work that had been done in the immediate area of the claims. As well there are no recorded mineral occurrences or reports of assessment work in the watersheds from which the anomalous samples were collected. The nearest Assessment Report (1984) is from about 3-5 km north of the belt, where RGS samples have dissimilar signatures. The work described was minor, and mentions an occurrence of anomalous Copper and Gold in a shear zone. The Twin Ventures Ltd. Ritz mineral claims situated on the east side of Lillooet Lake in South-western British Columbia are located centrally in a geologically diverse, well mineralized belt of rocks that not only has numerous mineralized showings of various metals (nickel, copper, zinc, gold, platinum, palladium, silver, cobalt, chromium) but also has seen several profitable mines in production. The claims occur at the northern extension of the Harrison Nickel belt, a structurally controlled intrusive related mafic-ultramafic sequence of Cretaceous intrusive rocks age intruding an earlier Palaeozoic sequence of meta-sedimentary and metavolcanic rock. At the southern end of this belt - 137 kilometres south-southeast of the Ritz claims - is the former producing Pacific -13- Nickel Mine (4.2 million tons @ 0.77% Ni, 0.34% Cu, plus platinum, palladium, cobalt, copper, gold, silver) which operated for almost 18 years. All of the potential ground has recently been staked for over 60 kilometres along strike. The area was prospected in the early days of gold rush by prospector's heading to the Fraser River gold rush in the late 1840s. All along the east side of Lillooet Lake there are historic reports of placer platinum showings including Twin One and Twin Two Creeks included within the Ritz claims of Twin Ventures. At the mouth of Lillooet Lake, 25 kilometres south of the Ritz claims. Where the Lillooet River drains into Harrison Lake is a reported placer platinum-palladium-gold-silver deposit estimated at 21.7 million tons from which a mini bulk sample in 1971 yielded grades of 2.17 g/t Pt, 2.77 g/t Pd, plus gold and silver. Significant former producers within the region include the Britannia Mine for a long time the largest copper mine in the Commonwealth - which produced over 50 million tons of rich copper-zinc-gold ore, over almost 80 years situated 85 kilometres south-southwest; the Northair Mine 47 kilometres west-southwest, a significant producer of gold-silver-lead-zinc; and Bralorne 60 kilometres northwest which yielded over 4 million ounces of gold. Immediately east and northeast of the Ritz claims a large amount of money was expended over many years from the 1970s to early 1990s searching for Cypress style copper-molybdenum deposits. Within the region there occurs numerous other showings with tonnage and grade which are still being advanced (Abo-gold; Seneca-massive sulphides - copper, lead, zinc, gold, silver; Bralorne - gold; Fire Lake - gold, silver; Cogburn - magnesium;) In summary, the Ritz mineral claims owned by Twin Ventures Ltd. are centrally located within a geological belt that has witnessed many producing mines and has a variety of other advanced showings of differing commodities. Recent Work Six man days of initial reconnaissance surveys, prospecting and geological traverses were undertaken along the roads and drainages within the claims and immediately surrounding terrain. A total of 17 rock samples were collected and submitted for geochemical analysis at Acme Analytical Labs in Vancouver, BC. Following receipt of favourable results, three man days of helicopter support follow-up boulder prospecting on the Twin One logging road system confirmed that the lower slopes above Lillooet Lake may well be underlain, at least in part, by sulphide-bearing mafic-ultramafic rocks. Several of the boulders contain abundant up to 5% sulphides, mainly pyrrhotite, local chalcopyrite, pyrite, and contain anomalous values in Ni, Cu, Co, Cr, Pt, Pd and Au. It should be noted that although the grades are sub-economic, the results are encouraging. In fact these results would be considered exciting in the much more intensively prospected East Harrison Lake Belt to the south. Geology of the Ritz Claims The regional and property geology of the Ritz claims is summarized in the Geology Report which was authored by a geologist who was independent from us. There is tremendous similarity and coincident features in the rock types and geophysical imprint between the geology of the Pacific Nickel Mine area and the ultramafic belt extending to the northwest. Although the Pacific Nickel Mine area lies more than 50 km to the SSE along the regional structural trend from the Ritz claims, recent regional geologic mapping suggests a correlation. The lack of exploration in this area makes it a unique, underdeveloped mineral belt requiring a concerted exploration program. The report indicates that prospectively there may be a discovery of platinum group metals on the Ritz claims. However, there is no assurance that there will be sufficient quantities of these or other minerals on the property to justify commercial mining. -14- Conclusions and Recommendations of the Geology Report The Geology Report concludes that the Ritz claims provides an attractive exploration prospect for platinum group and nickel/copper mineralization. Initial work conducted on the Ritz claims shows the recently taken 17 rock samples revealed elevated anomalous values for copper, nickel and chromium. The Geology Report recommended a three phase program of work The Phase I budget will cover initial geological mapping; silt (soil if necessary) geochemical sampling of defined drainages; and prospecting. The Geology Report Phase II work consists of follow-up geochemical sampling and detailed geological mapping. Following successful geological mapping, sampling and prospecting of Phase I and II, it is recommended that a Phase III exploration program be undertaken utilizing a helicopter equipped, deep penetrating airborne EM system (such as AeroTem) to conduct a detailed geophysical survey of the target areas to further refine the targets. Proposed Budget Approximate costs for the recommended three-phase program are as follows: Phase II: Geological Traverses Senior Geologist 3 day @ $300 per day $900.00 Filing Fee $300.00 1 Geo-technician 3 days at $150.00 $450.00 Equipment Rental 4 wheel drive @ $50.00 per day $150.00 Assays 60 @ $10.00 each $600.00 Food, Fuel etc $200.00 Report $600.00 TOTAL $3,200.00 Phase III Follow-up Geochemical sampling and detailed $5,000.00 geological mapping TOTAL $5,000.00 Phase IV Airborne EM Survey Airborne EM Survey 100 line kilometers @ $150 $15,000.00 per km Follow-up geological surveys $25,000.00 TOTAL $40,000.00 WEBSITE We currently own our own domain name www.twin-ventures.net. We are currently in the process of constructing a website to provide our shareholders and investors with information relating to the development and exploration of the Ritz claims. We anticipate that our website will be operational by the beginning of June 2003. OFFICES Our corporate offices are located at 6418 NE Agate Beach Lane, Bainbridge Island, Washington 98110-1000. Our telephone number is (206) 842-2026. EMPLOYEES We currently have no employees. We have one person in management and two part-time directors. We plan to employ people as we continue to implement our plan of operation and exploration of the Ritz property. -15- DESCRIPTION OF PROPERTY We currently use approximately 400 square feet of leased office space in the historic 6418 NE Agate Beach Lane, Bainbridge Island Washington. We lease such space from David Deering, our President for $200 month which covers the use of the telephone, office equipment and furniture. The Twin Ventures Ltd. Ritz mineral claims situated on the east side of Lillooet Lake in South-western British Columbia are located centrally in a geologically diverse, well mineralized belt of rocks that not only has numerous mineralized showings of various metals (nickel, copper, zinc, gold, platinum, palladium, silver, cobalt, chromium) but also has seen several profitable mines in production. The claims occur at the northern extension of the Harrison Nickel belt, a structurally controlled intrusive related mafic-ultramafic sequence of Cretaceous intrusive rocks age intruding an earlier Palaeozoic sequence of meta-sedimentary and metavolcanic rock. At the southern end of this belt - 137 kilometres south-southeast of the Ritz claims - is the former producing Pacific Nickel Mine (4.2 million tons @ 0.77% Ni, 0.34% Cu, plus platinum, palladium, cobalt, copper, gold, silver) which operated for almost 18 years. All of the potential ground has recently been staked for over 60 kilometres along strike. The Property consists of 20 unpatented two post mineral claims and one unpatented four post mineral claim representing 40 units that have been staked and recorded and occur in the Lillooet mining division. The Property is located east of Lillooet Lake and 25 kilometres southeast of Pemberton in south-western British Columbia, Canada. The claims are contiguous. The complete list of claims held by us is as follows: Twin Ventures Ltd. Claims Table 1. Lillooet Lake RITZ Claims

LEGAL PROCEEDINGS To the best of our knowledge, there are no known or pending litigation proceedings against us. MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth information about our executive officers and directors. NAME AGE POSITION David Deering 55 CEO/President Secretary/Treasurer/ Director Brian Bisset 42 Director Andrew Norins 33 Director David Deering, P. Eng. is our founder, Chief Executive Officer, President, Secretary, Treasurer, and Director. Since 2000, Mr. Deering has been the President of Garex International Exploration Corp. In such capacity he has managed all aspects of an exploration management company. He has also been responsible for the financial management, supervision of technical consultants and public relations. From 1981 to 2000, as an independent engineer, he has been evaluating mineral exploration/mining projects and technology for public companies world wide; personnel management, property assessment, property negotiations, data presentation and promotion. From 1981 to 1983 he was Project Manager of Energex Minerals Ltd. where he directed gold exploration efforts in western USA and completed a pre-feasibility study of the Toodogogone Gold Project, B.C. where evaluation of geological information and confirmation drilling resulted in a mine reserve study; bulk sample extraction and design, construction and on- site operation of a gravity-flotation pilot plant. From 1979 to 1981, he was Area Sales Manager, Vancouver, B.C. for Jarvis Clark Ltd., North Bay, Ontario, a manufacturer of underground mining machinery where he was responsible for all aspects of sales and service of drills, LHD, trucks and other general mine equipment in western Canada. From 1972 to 1979 he acted in various capacities from Product Specialist to Sales Manager - Hard Rock Mining Division, Joy Manufacturing Company, Denver, CO. In such capacity he directed the sales and service of underground and surface mining equipment to mining operations. -17- In his capacity as founder and President, Mr. Deering oversees our day-to-day operations, and manages our long-term strategic exploration. Oversight of our operations involves financial and information systems management and exploration. Brian Bisset has been on our Board of Directors since November, 2002. Mr. Bisset was the Director of Corporate Development for Accsys International Inc. from 1993 -1995. Accsys International Inc. developed a points card program to enhance retailers relations with their customers. Brian worked for Mosquito Creek Mining Inc. from 1995 - 1997 as their Corporate Communications Representative. In 1997 Brian and two partners formed Corpfinance Advisors Ltd. Corpfinance Advisors Ltd. was established to help junior companies raise capital and assist in getting companies to the public markets in Canada. Corpfinance Advisors Ltd. has been successful in raising over CDN$8.0M in capital for emerging companies including CDN$2.5M for the Palcan Fuel Cell Co Inc. which is now listed on the TSX exchange in Canada (TSX:PC) and US$3.25M for the MDM Group Inc. which is researching cancer treatments. Andrew Norins has been on our Board of Directors since November, 2002. Mr. Norins has been the operations Manager for Chopper Logistics in Montville, New Jersey since November 2001. In such capacity he has supervised dispatching and deliveries and has been the payroll controller. He also assisted the company in customer relations and scheduling. From January 2000 to November 2001, Mr. Norins owned and managed Westridge Enterpises in Greensboro North Carolina. As the manager of this bar/lounge Mr. Norins supervised all of the day to day operations of this company and handled the payroll and bookkeeping. Prior to that, he was employed as Logistics Center Supervisor at Penske Logistics in Garfield, New Jersey from June 1994. His responsibilities in such position included the handling of customer relations, payroll manager and supervising dispatchers, clerks and drivers. Mr. Norins received a Bachelor of Science from the University of Delaware in 1992 with a Minor in Business Administration. All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. Mr. Deering serves as our sole officer and is expected to spend approximately eighty (80) hours per month on our business. However, Mr. Deering may spend additional time as needed if we are successful in obtaining additional funding. All remaining directors will spend no more than five (5) hours per month on our business. None of our officers or directors have had any prior blank check company involvement. None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years. BOARD OF DIRECTORS The board of directors consists of three directors. BOARD COMMITTEES In November 2002, our Board of Directors created the Compensation Committee, which is comprised of David Deering, Brian Bisset and Andrew Norins. The Compensation Committee has the authority to review all compensation matters -18- relating to us. The Compensation Committee has not yet formulated compensation policies for senior management and executive officers. However, it is anticipated that the Compensation Committee will develop a company-wide program covering all employees and that the goals of such program will be to attract, maintain, and motivate our employees. It is further anticipated that one of the aspects of the program will be to link an employee's compensation to his or her performance, and that the grant of stock options or other awards related to the price of the Common Shares will be used in order to make an employee's compensation consistent with shareholders' gains. It is expected that salaries will be set competitively relative to the mineral exploration industry and that individual experience and performance will be considered in setting salaries. In November 2002, our Board of Directors created an Audit Committee, which is comprised of David Deering, Brian Bisset and Andrew Norins. The Audit Committee is charged with reviewing the following matters and advising and consulting with the entire Board of Directors with respect thereto: (i) the preparation of our annual financial statements in collaboration with our independent accountants; (ii) annual review of our financial statements and annual report; and (iii) all contracts between us and our officers, directors and other affiliates. The Audit Committee, like most independent committees of public companies, does not have explicit authority to veto any actions of the entire Board of Directors relating to the foregoing or other matters; however, our senior management, recognizing their own fiduciary duty to us and our stockholders, is committed not to take any action contrary to the recommendation of the Audit Committee in any matter within the scope of its review. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Lack of Market for Our Common Stock There is no established public trading market for our securities. We intend to seek a market maker to apply for a listing on the OTC Electronic Bulletin Board in the United States. Our shares are not and have not been listed or quoted on any exchange or quotation system. Holders of Our Common Stock As of the date of this registration statement, we had 47 registered shareholders. Rule 144 Shares As of the date of this registration statement, a total of 27,257,000 shares of our common stock are outstanding. Our common stock will be available for resale to the public after November 2003 with respect to 20,000,000 of these shares owned by David Deering and with respect to 2,000,000 of these shares owned by Brian Bisset and with respect to 2,000,000 of these shares owned by Andrew Norins, after December 2004 with respect to 3,200,000 of these shares and after March 2004 with respect to 57,000 of these shares, 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, would equal approximately 280,380 shares as of the date of this prospectus; or -19- 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. Stock Option Grants We did not grant stock options in 2002 or 2003. The following table sets forth information with respect to stock options granted to the Named Executive Officers during fiscal year 2002: OPTION GRANTS IN FISCAL 2002 (INDIVIDUAL GRANTS)(1) NAME NUMBER OF % OF TOTAL OPTIONS EXPIRATION SECURITIES UNDERLYING GRANTED TO EMPLOYEES IN EXERCISE DATE OPTIONS GRANTED FISCAL 2002 PRICE None No Executive Officer held options during the 2002 fiscal year. The following table sets forth information as to the number of shares of common stock underlying unexercised stock options and the value of unexercised in-the-money stock options projected at the 2002 fiscal year end: None Registration Rights We have not granted registration rights to the selling shareholders or to any other persons. Dividends To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant. EXECUTIVE COMPENSATION David Deering has been our President and Secretary since inception and received no compensation for services performed during the 2002 and 2003 fiscal year, other than the 20,000,00 restricted shares issued to him for services in 2002. The following table sets forth information concerning annual and long-term compensation, on an annualized basis for the 2003 fiscal year, for our Chief Executive Officer and for each of our other directors whose compensation on an annualized basis exceeded $100,000 during fiscal 2003. -20- SUMMARY COMPENSATION TABLE

We do not have written employment agreements with David Deering, our sole officer or Brian Bisset and Andrew Norins, the other members of our Board of Directors. We have agreed to pay an annual salary of $60,000 per year to our Mr. Deering for his first year as our officer. In addition, we have agreed to pay Mr. Bisset and Mr. Norins, our other directors, an annual fee of $6,000 for serving on our Board of Directors. In the future, we will determine on an annual basis how much compensation our officers and director will receive. PRINCIPAL STOCKHOLDERS The following table sets forth, as of April 29, 2003, certain information with respect to the beneficial ownership of the common stock by (1) each person known by us to beneficially own more than 5% of our outstanding shares, (2) each of our directors, (3) each Named Executive Officer and (4) all of our executive officers and directors as a group. Except as otherwise indicated, each person listed below has sole voting and investment power with respect to the shares of common stock set forth opposite such person's name. NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP OUTSTANDING SHARES - -------------------- -------------------- ------------------ 5% STOCKHOLDERS David Deering 20,000,000 73.38% 6418 NE Agate Beach Lane Bainbridge Island, Washington 98110 Brian Bisset 2,000,000 7.34% 6418 NE. Agate Beach Lane Bainbridge Island, Washington 98110 Andrew Norins 2,000,000 7.34% 6418 NE. Agate Beach Lane Bainbridge Island, Washington 98110 DIRECTORS AND NAMED EXECUTIVE OFFICERS David Deering 20,000,000 73.38% 6418 NE Agate Beach Lane Bainbridge Island, Washington 98110 -21- Brian Bisset 2,000,000 7.34% 6418 NE. Agate Beach Lane Bainbridge Island, Washington 98110 Andrew Norins 2,000,000 7.34% 6418 NE. Agate Beach Lane Bainbridge Island, Washington 98110 Officers and Directors 22,000,000 87.10% as a Group (1) Under the rules of the SEC, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or direct the voting of such security or the power to dispose or direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities if that person has the right to acquire beneficial ownership within 60 days of the date hereof. Unless otherwise indicated by footnote, the named entities or individuals have sole voting and investment power with respect to the shares of common stock beneficially owned. (2) This table is based upon information obtained from our stock records. Unless otherwise indicated in the footnotes to the above table and subject to community property laws where applicable, we believe that each shareholder named in the above table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. SELLING STOCKHOLDERS The shares being offered for resale by the selling stockholders consist of the shares of common stock sold to a total of eleven seed investors in an offering in December 2002 pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933. In addition the selling stockholders consist of shares of common stock sold to a total of thirty-four investors in a Regulation D Rule 506 private placement undertaken by us in March 2003. None of the selling stockholders have had within the past three years any position, office or other material relationship with us or any of our predecessors or affiliates. The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of April 29, 2003 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

* Less than one (1%)percent. (1) Assumes that all of the shares of common stock offered in this prospectus are sold and no other shares of common stock are sold or issued during the offering period. PLAN OF DISTRIBUTION The selling security holders may sell some or all of their shares at a fixed price of $.40 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Sales by selling security holder must be made at the fixed price of $.40 until a market develops for the stock. The shares may be sold or distributed from time to time by the selling stockholders or by pledgees, donees or transferees of, or successors in interest to, the selling stockholders, directly to one or more purchasers (including pledgees) or through brokers or dealers who act solely as agents or may acquire shares as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods: o ordinary brokers transactions, which may include long or short sales, o transactions involving cross or block trades on any securities or market where our common stock is trading, -23- o purchases by brokers or dealers as principal and resale by such purchasers for their own accounts pursuant to this prospectus, o in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents, o through transactions in options, swaps or other derivatives (whether exchange listed or otherwise), or o any combination of the foregoing, or by any other legally available means. In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We do not anticipate that either our shareholders or we will engage an underwriter in the selling or distribution of our shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $20,000. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS We currently use approximately 400 square feet of leased office space in the historic 6418 NE Agate Beach Lane, Bainbridge Island Washington. We lease such space from David Deering, our President for $200 month which covers the use of the telephone, office equipment and furniture. DESCRIPTION OF SECURITIES The following is a summary description of our capital stock and certain provisions of our certificate of incorporation and by- laws, copies of which have been incorporated by reference as exhibits to the registration statement of which this prospectus forms a part. The following discussion is qualified in its entirety by reference to such exhibits. GENERAL Our Articles of Incorporation authorize us to issue up to 50,000,000 Common Shares, $0.001 par value per common share. As of April 29, 2003, there were 27,257,000 shares of our common stock outstanding. COMMON STOCK The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Our certificate of incorporation and by- laws do not provide for cumulative voting rights in the -24- election of directors. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of common stock are entitled to receive ratably such dividends as may be declared by the Board out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in the assets remaining after payment of liabilities. Holders of common stock have no preemptive, conversion or redemption rights. All of the outstanding shares of common stock are fully- paid and non-assessable. Liquidation Rights. Upon our liquidation or dissolution, each outstanding Common Share will be entitled to share equally in our assets legally available for distribution to shareholders after the payment of all debts and other liabilities. Dividend Rights. We do not have limitations or restrictions upon the rights of our Board of Directors to declare dividends, and we may pay dividends on our shares of stock in cash, property, or our own shares, except when we are insolvent or when the payment thereof would render us insolvent subject to the provisions of the Delaware Statutes. We have not paid dividends to date, and we do not anticipate that we will pay any dividends in the foreseeable future. Voting Rights. Holders of our Common Shares are entitled to cast one vote for each share held of record at all shareholders meetings for all purposes. Other Rights. Common Shares are not redeemable, have no conversion rights and carry no preemptive or other rights to subscribe to or purchase additional Common Shares in the event of a subsequent offering. There are no other material rights of the common shareholders not included herein. There is no provision in our charter or by-laws that would delay, defer or prevent a change in control of us. We have not issued debt securities. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 102(b)(7) of the DGCL enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to a corporation or its stockholders for violations of the director's fiduciary duty, except: o for any breach of a director's duty of loyalty to the corporation or its stockholders, o for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, o pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or o for any transaction from which a director derived an improper personal benefit. Our certificate of incorporation provides in effect for the elimination of the liability of directors to the extent permitted by the DGCL. -25- Section 145 of the DGCL provides, in summary, that directors and officers of Delaware corporations are entitled, under certain circumstances, to be indemnified against all expenses and liabilities (including attorney's fees) incurred by them as a result of suits brought against them in their capacity as a director or officer, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful; provided, that no indemnification may be made against expenses in respect of any claim, issue or matter as to which they shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, they are fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Any such indemnification may be made by the corporation only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Our bylaws entitle our officers and directors to indemnification to the fullest extent permitted by the DGCL. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described 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 of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. WHERE YOU CAN FIND MORE INFORMATION You may read and copy any report, proxy statement or other information we file with the Commission at 450 Fifth Street, N.W.,Washington, D.C. 20549 and at the Commission's Regional Offices at 75 Park Place, Room 1400, New York, New York 10007 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain further information by calling the Commission at 1-800-SEC-0330. In addition, we file electronic versions of these documents on the Commission's Electronic Data Gathering Analysis and Retrieval, or EDGAR, System. The Commission maintains a web site at http://www.sec.gov that contains reports, proxy statements and other information filed with the Commission. We have filed a registration statement on Form SB-2 with the Commission to register shares of our common stock to be sold by the selling stockholders and to register additional shares to be sold. This prospectus is part of that registration statement and, as permitted by the Commission's rules, does not contain all of the information set forth in the registration statement. For further information with respect to us or our common stock, you may refer to the registration statement and to the exhibits and schedules filed as part of the registration statement. You can review a copy of the registration statement and its exhibits and schedules at the Commission, and on the Commission's web site, as described above. You should note that statements contained in this prospectus -26- that refer to the contents of any contract or other document are not necessarily complete. Such statements are qualified by reference to the copy of such contract or other document filed as an exhibit to the registration statement. TRANSFER AGENT The Transfer Agent and Registrar for our common stock is American Registrar and Transfer Company, 342 East 900 South, Salt Lake City, Utah 84111. Its telephone number is (801) 363-9065. LEGAL MATTERS The validity of the shares of common stock offered in this prospectus has been passed upon for us by Anslow & Jaclin, LLP, 4400 Route 9, 2nd Floor, Freehold, New Jersey 07728. Its telephone number is (732) 409-1212. EXPERTS The financial statements included in this prospectus included elsewhere in the registration statement have been audited by Gately & Associates, LLC independent auditors, as stated in their report appearing herein and elsewhere in the registration statement and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. -27- TWIN VENTURES LTD. (a development stage company) FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 and MARCH 31, 2003 TWIN VENTURES LTD. (a development stage company) INDEPENDENT AUDITOR'S REPORT 1 BALANCE SHEET 2 STATEMENT OF OPERATIONS 3 STATEMENT OF STOCKHOLDERS' EQUITY 4 STATEMENT OF CASH FLOWS 5 FINANCIAL STATEMENT FOOTNOTES 6 -28- To The Board of Directors Twin Ventures Ltd. Bainridge Island, Washington We have audited the accompanying balance sheet of Twin Ventures Ltd., as of December 31, 2002 and March 31, 2003, and the related statement of operations, equity and cash flows from inception (November 6, 2002) through December 31, 2002 and March 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Twin Ventures Ltd., as of December 31, 2002 and March 31, 2003, and the results of its operations and its cash flows for the months then ended in conformity with generally accepted accounting principles. Gately & Associates, LLC Certified Public Accountants Orlando, Florida April 24, 2003 F-1 TWIN VENTURES LTD. (a development stage company) BALANCE SHEET As of December 31, 2002 and March 31, 2003

The accompanying notes are an integral part of these financial statements. F-2 TWIN VENTURES LTD. (a development stage company) STATEMENT OF OPERATIONS For the two months ending December 31, 2002, the three months ending March 31, 2003 and from inception (November 6, 2002) through March 31, 2003

The accompanying notes are an integral part of these financial statements. F-3 TWIN VENTURES LTD. (a development stage company) STATEMENT OF STOCKHOLDERS' EQUITY As of December 31, 2002 and March 31, 2003

The accompanying notes are an integral part of these financial statements. F-4 TWIN VENTURES LTD. (a development stage company) STATEMENTS OF CASH FLOWS For the two months ending December 31, 2002, the three months ending March 31, 2003 and from inception(November 6, 2002) through March 31, 2003

The accompanying notes are an integral part of these financial statements. F-5 NOTE 1 - OPERATIONS AND BASIS OF PRESENTATION ---------------------------------------- Twin Ventures Ltd. (the Company), a development stage company, was incorporated on November 6, 2002 in the State of Delaware and is headquartered in Bainridge Island, Washington. The Company is a development stage mineral exploration company. On November 21, 2002 the Company became actively engaged in acquiring mineral properties, raising capital, and preparing properties for further exploration. The Company did not have any significant mining operations or activities from inception; accordingly, the Company is deemed to be in the development stage. For purposes of recording the Company's mineral claims in Canada, the Company acquired New Heights Capital Corporation (a Canadian corporation) and transferred the claims listed in the following paragraph into the subsidiary in exchange for 100% of the subsidiary's outstanding stock. On November 21, 2002, the Company acquired mineral claims (the "Ritz Claims") located in the Lillooet Lake Region of Southwest British Columbia, Canada. The property consists twenty unpatented two post mineral claims and one unpatented four post mineral claim representing forty units that have been staked and recorded in the Lillooet mining division. The Company has not commenced economic production and is therefore still considered to be in the development stage. The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of the mineral properties and other assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses of from inception to March 31, 2003. The Company has not realized economic production from its mineral properties as of March 31, 2003. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management continues to actively seek additional sources of capital to fund current and future operations. There is no assurance that the Company will be successful in continuing to raise additional capital, establishing probable or proven reserves, or determining if the mineral properties can be mined economically. These financial statements do not include any adjustments that might result from the outcome of these uncertainties. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ---------------------------------------------- Revenue and Cost Recognition - --------------------------------- The Company uses the accrual basis of accounting for financial statement reporting. Revenues and expenses are recognized in accordance with Generally Accepted Accounting Principles for the industry. Certain period expenses are recorded when obligations are incurred. Use of Estimates - ------------------ The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those results. Accounts Receivable, deposits, Accounts Payable and accrued Expenses - -------------------------------------------------------------------- Accounts receivable have historically been immaterial and therefore no allowance F-6 for doubtful accounts has been established. Normal operating refundable Company deposits are listed as Other Assets. Accounts payable and accrued expenses consist of trade payables created from the normal course of business. Mineral Properties and Mining Equipment - -------------------------------------------- Mineral properties and mining equipment include land and mining equipment carried at cost. Mining equipment including mill facilities is depreciated using the straight-line method over estimated useful lives of 5 to 15 years, or the units-of-production method based on estimated tons of ore reserves if the equipment is located at a producing property with a shorter economic life. Mining equipment not in service is not depreciated. During 1997, the Securities and Exchange Commission (SEC) staff reconsidered existing accounting practices for mineral expenditures by United States junior mining companies. They now interpret generally accepted accounting policy for junior mining companies to permit capitalization of acquisition, exploration and development costs only after persuasive engineering evidence is obtained to support recoverability of these costs (ideally upon determination of proven and/or probable reserves based upon dense drilling samples and feasibility studies by a recognized independent engineer). Although the Company has obtained samples, and an independent engineer has deemed the properties may contain platinum group metals, management has chosen to follow the more conservative method of accounting by expending all mineral costs, for which there is no feasibility study. Land Options - -------------- As noted above, since the Company interprets generally accepted accounting policies to permit capitalization of acquisition costs including leases and land options only after persuasive engineering evidence has been obtained to support recoverability of these costs, these costs will be expensed. Non-mining Property and Equipment - ---------------------------------- Property and equipment purchased by the Company are recorded at cost. Depreciation is computed by the straight-line method based upon the estimated useful lives of the respective assets. Expenditures for repairs and maintenance are charged to expense as incurred as are any items purchased which are below the Company's capitalization threshold of $1,000. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from accounts, and any related gain or loss is reflected in income for the period. Reclamation and Environmental Costs - --------------------------------------- Reclamation costs and related accruals are based on the Company's interpretation of environmental and regulatory requirements. Minimum standards for mine reclamation have been established by various governmental agencies. Reclamation, site restoration, and closure costs for each producing mine are accrued over the life of the mine using the units-of-production method. Ongoing reclamation activities are expensed in the period incurred. Income Taxes - -------------- The Company accounts for income taxes using the liability method which requires F-7 recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company's management determines if a valuation allowance is necessary to reduce any tax benefits when the available benefits are more likely than not to expire before they can be used. Inventory - ---------- Inventory is stated at net realizable value. Stock Based Compensation - --------------------------- In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," (SFAS 123), which is effective for periods beginning after December 15, 1995. SFAS 123 requires that companies either recognize compensation expense for grants of stock, stock options, and other equity instruments based on fair value or provide pro-forma disclosure of the effect on net income and earnings per share in the Notes to the Financial Statements. The Company has adopted SFAS 123 in accounting for stock-based compensation. Cash and Cash Equivalents, and Credit Risk - --------------------------------------------- For purposes of reporting cash flows, the Company considers all cash accounts with maturities of 90 days or less and which are not subject to withdrawel restrictions or penalties, as cash and cash equivalents in the accompanying balance sheet. The portion of deposits in a financial institution that insures its deposits with the FDIC up to $100,000 per depositor in excess of such insured amounts are not subject to insurance and represent a credit risk to the Company. Foreign Currency Translation and Transactions - --------------------------------------------- The Company's functional currency is the US dollar. No material translations or transactions have occurred. Upon the occurrence of such material transactions or the need for translation adjustments, the Company will adopt Financial Accounting Standard No. 52 and other methods in conformity with Generally Accepted Accounting Principles. Earnings Per Share - ------------------------ In February 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per Share". SFAS 128 replaces the presentation of primary earnings per share with a presentation of basic earnings per share based upon the weighted average number of common shares for the period. Leases - ------- The Company accounts for leases in accordance with Generally Accepted Accounting Principles which require operating leases to be expensed and capital leases to F-8 be capitalized and amortized over the lease term. Leased mining properties under capital leases are expensed until such time that an engineering study has been completed showing proven mining reserves. NOTE 3 - AFFILIATES AND RELATED PARTIES --------------------------------- Significant relationships with (1) companies affiliated through common ownership and/or management, and (2) other related parties are as follows: The Company has an informal month-to-month operating lease for office space with the Company's President in the amount of $200 per month. The lease covers the use of phone, space, office equipment and furniture. The Company has stock-based compensation agreements with an officer and 2 directors of the Company as disclosed in Footnote No. 7. NOTE 4 - MINERAL PROPERTIES AND MINING EQUIPMENT ------------------------------------------- The Company's net investment in mineral properties and mining equipment includes the "Ritz Claim" as described in footnote #1. All costs related to the claim have been expended in accordance with Generally Accepted Accounting Principles for the industry. NOTE 5 - INCOME TAXES ------------- The Company has available net operating loss carryforwards for financial statement and federal income tax purposes. These loss carryforwards expire if not used by the year 2022. The Company's management has decided a valuation allowance is necessary to reduce any tax benefits because the available benefits are more likely than not to expire before they can be used. NOTE 6 - LONG-TERM DEBT --------------- On November 21, 2002, the Company entered into an agreement with Mr. Garth Barton for the purchase of mining property, the "Ritz Claim", located in the Lillooet Lake Region of Southwest British Columbia, Canada. The "Ritz Claim" is title to forty (40) mineral claim units that are unpatented. The total purchase price of the claim is $33,500 due per terms of the contract with advance royalties of $25,000 to be paid annually commencing 36 months from the date of signature of the agreement. The property is subject to a royalty agreement. The contract payment schedule calls for $13,500 to be paid upon delivery of a summary geological report and transfer of property title. The $13,500 was paid per the contract. On February 28, 2003 a payment of $2,500 was made per contract schedule. Twelve months from the date of title registration, $2,500 becomes due with another $2,500 due twenty four months from such date. No later than thirty six months from the date of signature on the contract, the balance of payment is due for a total purchase price of $33,500. NOTE 7 - SHAREHOLDERS' EQUITY --------------------- Preferred Stock - ------------------- The Company has authorized ten million (10,000,000) shares of preferred stock with a par value of $.0001, none of which have been issued. F-9 Common Stock - ------------------ The Company has authorized fifty million (50,000,000) shares of common stock with a par value of $.0001. During the year, 2002, the Company undertook a Section 4(2) registration under the Securities Act of 1933 to raise $16,000 in the issuance of 3,200,000 shares of common stock for the purpose of acquisition and development of mining properties. The Company's management considers this offering to be exempt under the Securities Act of 1933. During the year, 2003, the Company undertook a Regulation D Rule 506 offering to raise $14,250 in the issuance of 57,000 shares of common stock for the purpose of the development of mining exploration. The Company's management considers this offering to be exempt under the Securities Act of 1933. On November 8, 2002, the Company entered into a service agreement with Mr. David Deering, the President of the Company, for a 12 month term which is renewable by both parties after the twelve month term. The agreement called for the issuance of twenty million (20,000,000) common shares of stock for the value of such services ($60,000 or $5,000 per month) over the 12 month term . On November 8, 2002, the Company entered into a service agreement with Mr. Brian Bisset, a Director of the Company, for a 12 month term which is renewable by both parties after the twelve month term. The agreement called for the issuance of two million (2,000,000) common shares of stock for the value of such services ($6,000 or $500 per month) over the 12 month term. On November 8, 2002, the Company entered into a service agreement with Mr. Andrew Norins, a Director of the Company, for a 12 month term which is renewable by both parties after the twelve month term. The agreement called for the issuance of two million (2,000,000) common shares of stock for the value of such services ($6,000 or $500 per month) over the 12 month term. NOTE 8 - ACQUISITIONS ------------ On November 21, 2002, the Company entered into an agreement with Mr. Garth Barton for the purchase of mining property, the "Ritz Claim", located in the Lillooet Lake Region of Southwest British Columbia, Canada. The "Ritz Claim" is title to forty (40) mineral claim units that are unpatented. The total purchase price of the claim is $33,500 due per terms of the contract with advance royalties of $25,000 to be paid annually commencing 36 months from the date of signature of the agreement. Failure to pay the advance royalties will cause a reversion of the property winthin 10 days of such failure. The property is subject to a 2 1/2% Net Smelter Royalty (NSR) and a 7 1/2% Gross Rock Royalty (GRR). 1 1/2% of the NSR can be acquired for $1.0 million whithin 12 months from the commencement of commercial production. Mr. Barton is required to keep the claims in good standing for at least 18 months from the date of the agreement. In addition, Mr. Barton will provide geological consulting services for the claims and will maintain the claims in good standing for a period of 36 months with fees advanced by the Company prior to the anniversary dates from signature of the agreement. Said fees are to be deducted from the total cost. On April 22, 2003, the Company acquired the outstanding common share (one common share) of New Heights Capital Corporation, an inactive Canadian corporation, for the purpose of recording the Company's Canadian "Ritz Claim" in a Canadian corporation as required since the Company is a United states corporation not registered in the province of British Columbia. The "Ritz Claim" was transferred to the subsidiary in exchange for the subsidiary's outstanding common share of F-10 stock. New Heights Capital Corporation is a wholly owned Canadian subsidiary of the Company. NOTE 9 - COMMITMENTS AND CONTINGENCIES ------------------------------- The Company's "Ritz Claims" will revert back to the seller whithin no less than a 10 day period if the Company fails to make the $25,000 annual advance royalty payments per the sales contract commencing 36 months from the date of the contract. Management is not aware of any contingent matters that could have a material adverse effect on the Company's financial condition, results of operations, or liquidity. NOTE 10 - LITIGATION, CLAIMS AND ASSESSMENTS ---------------------------------- From time to time in the normal course of business the Company will be involved in litigation. The Company's management has determined any asserted or unasserted claims to be immaterial to the financial statements. F-11 TWIN VENTURES LTD. 27,257,000 Shares Common Stock PROSPECTUS YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. April 29, 2003 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 24. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. Section 145 of the General Corporation Law of Delaware ("DGCL") provides that directors, officers, employees or agents of Delaware corporations are entitled, under certain circumstances, to be indemnified against expenses (including attorneys' fees) and other liabilities actually and reasonably incurred by them in connection with any suit brought against them in their capacity as a director, officer, employee or agent, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. Section 145 also provides that directors, officers, employees and agents may also be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by them in connection with a derivative suit bought against them in their capacity as a director, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation. Our Certificate of Incorporation provides that the we shall indemnify any and all persons whom we shall have power to indemnify to the fullest extent permitted by the DGCL. Article VII of our by-laws provides that we shall indemnify our authorized representatives to the fullest extent permitted by the DGCL. Our by-laws also permit us to purchase insurance on behalf of any such person against any liability asserted against such person and incurred by such person in any capacity, or out of such person's status as such, whether or not we would have the power to indemnify such person against such liability under the foregoing provision of the by-laws. II-1 Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant; none shall be borne by any selling stockholders. Securities and Exchange $ 100 Commission registration fee Legal fees and expenses (1) $ 10,000 Accounting fees and $ 5,000 expenses (1) Miscellaneous (1) $ 0 Total (1) $ 15,100 (1) Estimated. Item 26. RECENT SALES OF UNREGISTERED SECURITIES. Twin Ventures Inc. was incorporated in the State of Delaware on November 6, 2003 and 20,000,000 shares were issued to David Deering and 2,000,000 shares were each issued to Brian Bisset and Andrew Norins in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). Such shares were issued to David Deering as founders shares as compensation for services for an aggregate amount paid of $22,000.00 based on the par value of the stock. In December 2002, we sold a total of 3,200,000 shares of our common stock to 11 shareholders for a total of $16,000 in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder: Jim Fitzpatrick 240,000 Doug Hopper 240,000 Bill Whittle 240,000 Earl Hope 240,000 Michael Mulberry 240,000 Robert Hunter 280,000 Barry Wieczorek 400,000 Peter Banysch 400,000 Paula Banysch 400,000 Chet Kurzawski 260,000 Isabel Kurzawski 260,000 In March 2003, we completed a Regulation D, Rule 506 Offering in which we issued a total of 57,000 shares of our common stock to 34 shareholders for an aggregate offering price of $14,250. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder: Danielle Jackson: 1,000 Brian Currie: 1,000 Konstantina Skerik: 1,000 Kay Macintosh: 3,000 Gail Barber: 1,000 Raymond Davis: 1,000 Katharin Von Gavel: 1,000 June L.Craig: 1,000 Ellis P.Craig: 1,000 Alan Au: 1,000 Robert Soper: 1,000 II-2 Stuart Rennie: 1,000 Karen Hunter Payne: 1,000 Russel Rennie: 1,000 Paul La Frenais: 1,000 Marie Rennie: 1,000 Linda Schilke: 1,000 William Cheng: 1,000 Stan Ford: 7,200 Brian MacDonald: 8,000 Fred Cooper: 8,800 Tom Eberlein: 1,000 Pauline Eberlein: 1,000 David Clarke: 1,000 John Ramsay: 1,000 Brock Smither: 1,000 Belkis Rivero: 1,000 Lawrence Stephenson: 1,000 Michael Raleigh: 1,000 Colin G.Arthurs: 1,000 Maraway Holdings: 1,000 Sharon Ciccozzi: 1,000 Robert Krause: 1,000 Doug Stewart: 1,000 The Common Stock issued in the Company's Regulation D, Rule 506 offering was issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933. In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these shares qualified for exemption under the Rule 506 exemption for this offerings since it met the following requirements set forth in Reg. ss.230.506: (A) No general solicitation or advertising was conducted by the Company in connection with the offering of any of the Shares. (B) At the time of the offering the Company was not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an "investment company" within the meaning of the federal securities laws. (C) Neither the Company, nor any predecessor of the Company, nor any director of the Company, nor any beneficial owner of 10% or more of any class of the Company's equity securities, nor any promoter currently connected with the Company in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security. (D) The offers and sales of securities by the Company pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states. (E) None of the investors are affiliated with any director, officer or promoter of the Company or any beneficial owner of 10% or more of the Company's securities. All of the shareholders who purchased shares in the 506 offering represented to us that they were accredited and/or sophisticated investors. Please note that pursuant to Rule 506, all shares purchased in the Regulation D Rule 506 offering completed in March 2003 were restricted in accordance with Rule 144 of the Securities Act of 1933. We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities. II-3 Item 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits: The following exhibits are filed as part of this registration statement: EXHIBIT DESCRIPTION 3.1 Certificate of Incorporation of Twin Ventures Ltd. 3.2 By-laws of Twin Ventures Ltd. 5.1 Opinion of Anslow & Jaclin LLP 10.1 Mineral Rights Agreement dated November 21, 2002 between Twin Ventures Ltd. and Garth Barton 10.2 Bill of Sale 23.1 Consent of Gately & Associates 23.2 Consent of Anslow & Jaclin LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on page II-6 of the registration statement) Item 28. UNDERTAKINGS. (A) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) 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 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 (iii)Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (B) Undertaking Required by Regulation S-B, Item 512(e). Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel that the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellingham, State of Washington, on the day of May, 2003. TWIN VENTURES LTD. By: /s/ David Deering ----------------------------- DAVID DEERING PRESIDENT, CHIEF EXECUTIVE OFFICER, AND SECRETARY POWER OF ATTORNEY The undersigned directors and officers of Twin Ventures Ltd. hereby constitute and appoint David Deering, with full power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this registration statement under the Securities Act of 1933 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm each and every act and thing that such attorneys-in-fact, or any them, or their substitutes, shall lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. By: /s/ David Deering President, Chief Dated: May 6, 2003 -------------------------- Executive Officer David Deering Secretary and Director By: /s/ Brian Bisset Director Dated: May 6, 2003 -------------------------- Brian Bisset By: /s/ Andrew Norins Director Dated: May 6, 2003 -------------------------- Andrew Norins II-5 EX-3.(I) 3 fsb2ex31_twinventures.txt CERTIFICATE OF INCORPORATION CERTIFICATE OF INCORPORATION FIRST: The name of the corporation is: Twin Ventures Ltd. SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the city of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY. THIRD: The purpose or purposes of the corporation shall be: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The number of shares of stock which this corporation is authorized to issue: Fifty million (50,000,000) shares of common stock par value .0001 Ten million (10,000,000) shares of preferred stock par value .0001. The powers, preferences and rights and the qualifications, limitations or restrictions thereof shall be determined by the board of directors. FIFTH: The name of the incorporator is as follows: Brandon Laramore 2711 Centerville Road Suite 400 Wilmington, Delaware 19808 SIXTH: The board of Directors shall have the power to adopt, amend or repeal the bylaws. SEVENTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (I) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this sixth day of October, 2002. /S/ Brandon Laramore Brandon Laramore Incorporator EX-3.(II) 4 fsb2ex32_twinventures.txt BYLAWS OF TWIN VENTURES LTD. Bylaws of Twin Ventures Ltd. ARTICLE I. DIRECTORS -------------------- Section 1. Function All corporate powers shall be exercised by or under the - ------------------- authority of the Board of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Directors must be natural persons who are at least 18 years of age but need not be shareholders of the Corporation. Residents of any state may be directors. Section 2. Compensation The shareholders shall have authority to fix the - ----------------------- compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in such capacity without compensation. Section 3. Presumption of Assent A director who is present at a meeting of the - -------------------------------- Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest. Section 4. Number. The Corporation shall have at least the minimum number of - ----------------- directors required by law. The number of directors may be increased or decreased from time to time by the Board of Directors. Section 5. Election and Term. At each annual meeting of shareholders, the - ---------------------------- shareholders shall elect directors to hold office until the next annual meeting or until their earlier resignation, removal from office or death. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Section 6. Vacancies. Any vacancy occurring in the Board of Directors, including - -------------------- a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders. Section 7. Removal of Directors. At a meeting of shareholders, any director or - ------------------------------- the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal. Section 8. Quorum and Voting. A majority of the number of directors fixed by - ---------------------------- these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 9. Executive and Other Committees. The Board of Directors, by resolution - ----------------------------------------- adopted by a majority of the full Board of Directors, may designate from among its members one or more committees each of which must have at least two members. Each committee shall have the authority set forth in the resolution designating the committee. Section 10. Place of Meeting. Regular and special meetings of the Board of - ---------------------------- Directors shall be held at the principal place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting. Section 11. Time, Notice and Call of Meetings. Regular meetings of the Board of - --------------------------------------------- Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting. Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of the meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, unless a director objects to the transaction of business (promptly upon arrival at the meeting) because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors. Meetings of the Board of Directors may be called \by the President or the Chairman of the Board of Directors. Members of the Board of Directors and any committee of the Board may participate in a meeting by telephone conference or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting. Section 12. Action by Written Consent. Any action required or permitted to be - ------------------------------------- taken at a meeting of directors may be taken without a meeting of a consent in writing setting forth the action to be taken and signed by all of the directors is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise. ARTICLE II. MEETINGS OF SHAREHOLDERS ------------------------------------ Section 1. Annual Meetings. The annual meeting of the shareholder of the - -------------------------- corporation for the election of officers and for such other business as may properly come before the meeting shall be held at such time and place as designated by the Board of Directors. Section 2. Special Meeting. Special meetings of the shareholders shall be held - -------------------------- when directed by the President or when requested in writing by shareholders holding at least 10% of the Corporation's stock having the right and entitled to vote at such meeting. A meeting requested by shareholders shall be called by the President for a date not less than 10 nor more than 60 days after the request is made. Only business within the purposes described in the meeting notice may be conducted at a special shareholder meeting. Section 3. Place. Meetings of the shareholders will be held at the principal - ---------------- place of business of the Corporation or at such other place as is designated by the Board of Directors. Section 4. Notice. A written notice of each meeting of shareholders shall be - ----------------- mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation. The meeting notice shall be mailed not less than 10 nor more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be the close of business on the day before the notice is sent. The notice shall state the time and place the meeting is to be held. A notice of a special meeting shall also state the purpose of the meeting. A Notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting at any time. Section 5. Shareholder Quorum. A majority of the shares entitled to vote, - ----------------------------- represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even of less than a quorum, may be adjourn the meeting without further notice until a quorum is obtained. Section 6. Shareholder Voting. If a quorum is present, the affirmative vote of a - ----------------------------- majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. An alphabetical list of all shareholders who are entitled to notice of a shareholder' meeting along with their addresses and the number of shares held by each shall be produced at a shareholder' meeting upon the request of any shareholder. Section 7. Proxies. A shareholder entitled to vote at any meeting of shareholder - ------------------ or any adjournment thereof may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation's officer or agent authorized to tabulate votes. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy. Section 8. Validation. If shareholders who hold a majority of the voting stock - --------------------- entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed. Section. 9. Conduct of Business By Written Consent. Any action of the - -------------------------------------------------- shareholders may be taken without a meeting of written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the officer or agent of the Corporation having custody of the Corporation's records within 60 days after the date that the earliest written consent was delivered. Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those shareholder who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action created dissenters' rights, the notice shall contain a clear statements of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the state law governing corporations. ARTICLE III. OFFICERS --------------------- Section 1. Officers; Election; Resignation; Vacancies. The Corporation shall - ----------------------------------------------------- have the officers and assistant officers that the Board of Directors appoint from time to time. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each officer shall serve until a successor is chosen by the directors at a regular or special meeting of the directors or until removed. Officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices. Any officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term bu the Board of Directors at any regular or special meeting. Section 2. Powers and Duties of Officers. The officers of the Corporation shall - ---------------------------------------- have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, tot he extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. Section 3. Removal of Officers. An officer or agent or member of a committee - ------------------------------ elected or appointed by the Board of Directors may be removed by the Board with or without cause whenever in its judgment the best interests of the Corporation will be services thereby, but such removal shall be without prejudice tot he contract rights, if any, of the person so removed. Election or appointment of an officer, agent or member of a committee shall not of itself create contract rights. Any officer, if appointed by another officer, may be removed by that officer. Section 4. Salaries. The Board of Directors may cause the Corporation to enter - ------------------- into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation. Section 5. Bank Accounts. The Corporation shall have accounts with financial institutions as determined by the Board of Directors. ARTICLE IV. DISTRIBUTIONS ------------------------- The Board of Directors may, from time to time, declare distribution to its shareholders in cash, property, or its own shares, unless the distribution would cause (i) the Corporation to be unable to pay its debts as they become due in the usual course of business, or (ii) the Corporation's assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholder whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution of corporation profits, subject to the provisions of law. ARTICLE V. CORPORATE RECORDS ---------------------------- Section 1. Corporate Records. The Corporation shall maintain its records in - ---------------------------- written form or in another form capable of conversion into written form within a reasonable time. The Corporation shall keep as permanent records minutes of all meetings of its Shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation. The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing he number and series of shares held by each. The Corporation shall keep a copy of its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; the minutes of all shareholders, meetings and records of all actions taken by shareholders without a meeting for the past three years; written communications to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years.; a list-.of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State. Section 2. Shareholders' Inspection Rights. A shareholder is entitled to inspect - ------------------------------------------ and copy, during regular business hours at a reasonable location specified by the Corporation, any books and records of the Corporation. The shareholder must give the Corporation written notice of this demand at least five business, days before the date on which he wishes to inspect and copy the record(s). The demand must be made in good faith and for a proper purpose. The shareholder must describe with reasonable particularity the purpose and the records he desires to inspect, and the records must be directly connected with this purpose. This Section does not affect the right of a shareholder to inspect and copy the shareholders, list described in this Article if the shareholder is in litigation with the Corporation. In such a case, the shareholder shall have the same rights, as any other litigant to compel the production of corporate records for examination. The Corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation. Section 3. Financial Statements for Shareholders. Unless modified by resolution - ------------------------------------------------ of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. if financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation's accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within such additional time thereafter as is reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements. Section 4. Other Reports to Shareholders. If the Corporation indemnities or - ---------------------------------------- advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders' meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. This report shall include a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation. If the Corporation issues or authorizes th; issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders, meeting. ARTICLE VI. STOCK CERTIFICATES ------------------------------ Section 1. Issuance. The Board of Directors may authorize the issuance of some - ------------------- or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary (or the Treasurer). The rights and obligations of shareholders are identical whether or not their shares are represented by certificates. Section 2. Registered Shareholders. No certificate shall be issued for any share - ---------------------------------- until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by law, shall not be bound to recognize any equitable or other claim to or interest in the shares. Section 3. Transfer of Shares. Shares of the Corporation shall be transferred on - ----------------------------- its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the Corporation. Section - 4. Lost, Stolen or Destroyed Certificates. if a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to the Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires. ARTICLE VII. INDEMNIFICATION ---------------------------- Section 1. Right to Indemnification. The Corporation hereby indemnities each - ----------------------------------- person (including the heirs, executors, administrators, or estate of such person) who is or was a director or officer of the Corporation to the fullest extent permitted or authorized by current or future' legislation or judicial or administrative decision against all fines, liabilities, costs and expenses, including attorneys' fees, arising out of his or her status as a director, officer, agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking an indemnification may be entitled. The Corporation may maintain insurance, at its expense, to protect itself and all officers and directors against fines, liabilities, costs and expenses, whether or not the Corporation would have the legal power to indemnify them directly against such liability. Section 2. Advances Costs, charges and expenses (including attorneys' fees) - ------------------- incurred by a person referred to in Section 1 of this Article in defending a civil or criminal proceeding shall be paid by the Corporation in advance of the final disposition thereof upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized by this Article, and upon satisfaction of other conditions required by current or future legislation. Section 3. Savings Clause. If this Article or any portion of it is invalidated - ------------------------- on any ground by a court of competent jurisdiction, the Corporation nevertheless indemnities each person described in Section 1 of this Article to the fullest extent permitted by all portions of this Article that have not been invalidated and to the fullest extent permitted by law. ARTICLE VIII. AMENDMENT ----------------------- These Bylaws may be altered, amended or repealed, and new Bylaws adopted, by a majority vote of the directors or by a vote of the shareholders holding a majority of the shares. I certify that these are the Bylaws adopted by the Board of Directors of the Corporation. By: /s/ David Deering DAVID DEERING Corporate Secretary EX-5 5 fsb2ex51_twinventures.htm OPINION OF ANSLOW & JACLIN, LLP

ANSLOW & JACLIN, LLP
Counselors at Law

RICHARD I. ANSLOW
Admitted in NJ, NY, DC
E-Mail: Ranslow@anslowlaw.com

GREGG E. JACLIN
Admitted in NJ, NY
E.Mail: Gjaclin@anslowlaw.com

ROSS A. GOLDSTEIN
Admitted in NJ, NY
E-Mail: Rgoldstein@anslowlaw.com

Website: www.anslowlaw.com
E-Mail: Firm@anslowlaw.com

May 5, 2003

Twin Ventures Ltd.
6418 NE Agate Beach Lane
Bainridge Island, Washington 98110-1000

Gentlemen:

You have requested our opinion, as counsel for Twin Ventures Ltd a Delaware corporation (the “Company”), in connection with the registration statement on Form SB-2 (the “Registration Statement”), under the Securities Act of 1933 (the “Act”), being filed by the Company with the Securities and Exchange Commission.

The Registration Statement relates to an offering of 3,257,000 shares of the Company’s common stock.

We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the shares of common stock, when issued, delivered, and paid for, will be fully paid validly issued and non-assessable.

No opinion is expressed herein as to any laws other than the State of Delaware of the United States.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

ANSLOW & JACLIN, LLP

By:	/s/ Gregg E. Jaclin GREGG E. JACLIN

4400 Route 9 South, 2nd Floor, Freehold, New Jersey 07728 Tel: (732) 409-1212 Fax: (732) 577-1188

EX-10.1 6 fsb2ex101_twinventures.txt MINERAL RIGHTS AGREEMENT Mr.Barton - -------------------------------------------------------------------------------- 21888 - 61st Avenue Langley, BC V3A 6H4 Canada 6418 NE Agate Beach Lane Bainbridge Island, Washington USA 98110-1000 November 21, 2002 Twin Ventures Ltd. Attention: David Deering Re: Acquisition of Mineral Claims, LILLOOET Lake Region, Southwest BRITISH COLUMBIA, CANADA The following terms and conditions are applicable for the sale of forty mineral claim units near Lillooet Lake, British Columbia, Canada by Garth Barton. (hereinafter referred to as "Mr.Barton") to Twin Ventures Ltd.. (herein after referred to as "TVL"). Both Mr.Barton and TVL agree to the following: a) Mr.Barton will transfer title to forty (40) mineral claim units listed in Exhibit "A" and outlined in Exhibit "B" to TVL within 21 days of this agreement. These claims will be contiguous hard rock mineral claims covering in excess of 2,500 acres. b) Mr.Barton will provide to TVL within 21 days of this agreement a geological report summarizing the mineral claims, particulars of recent sampling and geological investigation, copies of all records, a budget for further work and recommendations, and all other information and material relevant to a geological report requisite for filing with the regulatory bodies. c) Mr.Barton will ensure that the claims shall be in good standing for at least 18 months from the date of this agreement d) Mr.Barton shall sell 100% (one hundred percent) interest in the claims to TVL subject to a 2 1/2% Net Smelter Royalty (NSR) and a 7 1/2% Gross Rock Royalty (GRR) for a total of $33,500. 1 1/2% of the NSR can be acquired for $1.0 million within 12 months from commencement of commercial production. Advance Page 2 of 8 - -------------------------------------------------------------------------------- royalties of $25,000 shall be paid annually commencing 36 months from date of signature of this agreement. e) If TVL fails to make the advance royalty payments on the 36 month anniversary of the signature of this agreement, as described in (d) above, then TVL agrees to transfer ownership of the subject mining claims to Mr.Barton within no less than a 10 day period. f) As part of the inclusive sale price, Mr.Barton will provide geological consulting services for the claims and will maintain the claims in good standing for a period of 36 months with fees to be advanced by TVL prior to the anniversary dates. Said fees are to be deducted from the total cost. g) For a period of 36 months from the date of signature of this agreement, and except for mining claims owned at the date of signature of this agreement, Mr.Barton grants TVL the right to purchase any mining claims owned or purchased by Mr.Barton located within a one-mile distance from any of the claims listed in Exhibit "A" and within the area outlined on map Exhibit "B" for price equivalent to the cost of acquiring such claims by Mr.Barton. TVL shall: i) Pay $13,500 to Mr.Barton upon delivery of report and transfer of property title, but not later than 21 days from signing. ii) Pay $2,500 on or before February 28, 2003. iii) Pay $2,500 to Mr.Barton at 12 months from date of title registration. iv) Pay $2,500 to Mr.Barton at 24 months from date of title registration. v) the name and number of an individual or corporate Free Miner Certificate to transfer the claims into. vi) the balance owing to a total of $33,500 payable no later than 36 months from date of signature of this agreement. Both parties agree that: |X| time is of the essence |X| any part of this agreement, in whole or in part, is assignable by either with no approvals required Page 3 of 8 - -------------------------------------------------------------------------------- |X| the total purchase price includes assessment work requirements to be undertaken by Mr.Barton to maintain the claims in good standing By signature witnessed below, the undersigned hereby acknowledge that they have read and understood and agree to the aforementioned terms. Dated at Vancouver, British Columbia, Canada this ___ day of ___________, 2002. - ------------------------------- ----------------------------- David Deering, P.Eng. Garth Barton President, Twin Ventures Ltd. Witness Witness - ----------------------------- ----------------------------- - ----------------------------- ----------------------------- Print name Print Name Page 4 of 8 - -------------------------------------------------------------------------------- Footnotes to Agreement 1) All dollar figures are denoted in the currency of the United States of America 2) The total to be paid by TVL to Mr.Barton or third parties for the claims is $20,000 3) To maintain claims in British Columbia annual assessment work is required of $100 (CDN) in year 1 per claim, followed by $200 per claim thereafter. (One metric claim unit = 25 hectares). There is a filing fee of $10 per $100 expended per claim. Therefore, if 40 units (1000 Ha) then $4,000 (CDN) of work plus $400 of filing fees in year 1. In year 3 and following, for 40 units, $8,000 (CDN) of work plus filing fees of $800. 4) Attached are definitions of NSR and GRR. 5) As much as possible of the third party billings will be made directly to Twin Ventures Ltd. for payment. Page 5 of 8 - -------------------------------------------------------------------------------- Advance Royalty Payments means from time to time payments to the Optionor by the Optionee before Commencement of Commercial Production of Minerals. Commencement of Commercial Production, with respect to Minerals or Rock, as the case may be, means: (a) if a mill is located on the subject property, the last day of a period of forty (40) consecutive days in which, for not less than thirty (30) days, the mill processed Mineral or Rock from the Property at 60% of its rated capacity; or (b) if no Mill is located on the Property, the last day of the first period of thirty (30) consecutive days during which Mineral or Rock has been shipped from the Property on a reasonably regular basis for the purpose of earning revenues; or (c) with respect to Rock, following the 30th day of extraction for commercial use. No period of time during which ore or concentrate is shipped from the Property for testing purposes or during which milling operations are undertaken as initial tune-up will be taken into account in determining the date of Commencement of Commercial Production. Gross Rock Revenue means, for any period, the gross proceeds received by the Optionee in that period from the sale of Rock produced from the Property less any treatment, beneficiation or other changes or penalties deducted by the purchase to whom such Rock is shipped, less: (a) all costs of the Optionee associated with such sales involving handling, weighing, sampling, determination of water content, insuring, packaging and transporting Rock; (b) the costs of marketing, including rebates or allowances made or given; and (c) any sales, severance, gross production, privilege or similar taxes (other than income taxes or mining taxes based on income). Minerals means the ores or concentrates of minerals, as that term is defined in the Mineral Tenure Act (British Columbia), and the rock that is part of such ores and concentrates sold by the Optionee. Page 6 of 8 - -------------------------------------------------------------------------------- Net Smelter Return means, for any period the difference between: (a) the sum of: (i) the gross proceeds received by the Optionee in that period from the sale of Minerals produced from the property to a party that is arm's length to the Optionee, or that would have been received by the Optionee if the purchase of the Minerals were at arm's length to the Optionee; and (ii) in the case of the sale of Minerals that are ores that have not been processed in a Mill, the estimated cost that would have been incurred in crushing and beneficiating such Minerals in a Mill as agreed by the parties or otherwise determined by a competent mining or metallurgical engineer; and (b) the sum of: (i) all amounts paid on account of Advance Royalty Payments; (ii) any insurance costs in connection with shipping such Minerals; (iii) any costs of transport; (iv) all costs of the Optionee associated with such sales involving handling, weighing, sampling, determination of water content, insuring and packaging; (v) the costs of marketing, adjusted for rebates or allowance made or given; (vi) any sales, severance, gross production, privilege or similar taxes (other than income taxes or mining taxes based on income) assessed on or in connection with the Minerals or the value thereof; and (vii) any treatment, beneficiation or other charges or penalties deducted by any smelter or refinery to which such Minerals are shipped that have not been previously deducted in the computation of gross proceeds. Page 7 of 8 - -------------------------------------------------------------------------------- Net Smelter Royalty means the percentage of Net Smelter Return from time to time payable to the Optionor after Commencement of Commercial Production from the sale of Minerals. Rock means all substances that are mined from the Property and sold by the Optionee that are not Minerals. Rock Royalty means the amount of royalty from time to time payable to the Optionor after Commencement of Commercial Production from the sale of Rock pursuant to Section 11.06. Page 8 of 8 - -------------------------------------------------------------------------------- Exhibit A Mineral Claims being acquired by Twin Ventures Ltd.

EX-10.2 7 fsb2ex102_twinventures.txt BILL OF SALE Ministry of Employment and Investment Energy and Minerals Division Mineral Titles Branch Mineral Tenure Act 52 BILL OF SALE ABSOLUTE INDICATE TYPE OF TITLE: Mineral (Mineral or Placer) MINING DIVISION: New Westminster SELLER PURCHASER I, GARTH BARTON TWIN VENTURES LTD - ---------------- ----------------- (Full name) (Full Name) 2188- 61st Ave 6418 NE AGATE BEACH LANE - ------------------------- ------------------------ (Mailing Address) (Mailing Adress) Langley BC Bainridge Island, Washington (City) (Province) (City) (Province) V3A 6H4 604-532-0315 98110-1000 (206)842-2026 - ---------------------------- ---------------------------- (Postal code) (Telephone) (Postal Code) (Telephone) CLIENT NUMBER: 101616 CLIENT NUMBER: For and consideration of the sum of TEN dollars ($ 10.00) paid to me, do hereby sell the interest as specified below in the following mineral titles: CLAIM NAME OR LEASE TYPE TENURE NUMBER PERCENTAGE OF TITLE BEING SOLD Ritz 398116 100% Ritz 1-20 398117-398136 100% I declare that I have good titles to these tenures and every right to sell the same, in witness whereof I have today April 22, 2003 signed my legal name. (Signature of Witness) (Signature of Seller) /s/ Garth Barton - ------------------------- ---------------------------- Signature of Seller EX-23 8 fsb2ex23_twinventures.txt CONSENT OF ACCOUNTANT INDEPENDENT AUDITOR'S CONSENT We hereby consent to the incorporation of our report dated April 24, 2003 in this Registration Statement on Form SB-2 of Twin Ventures Ltd. We also consent to the references to us under the heading "Experts" in such document. May 5, 2003 /s/ Gately & Associates, LLC - --------------------------------- Gately & Associates, LLC -----END PRIVACY-ENHANCED MESSAGE-----

ANSLOW & JACLIN, LLP Counselors at Law

ANSLOW & JACLIN, LLP
Counselors at Law