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<SEC-DOCUMENT>0001075793-03-000261.txt : 20030507
<SEC-HEADER>0001075793-03-000261.hdr.sgml : 20030507
<ACCEPTANCE-DATETIME>20030506184205
ACCESSION NUMBER:		0001075793-03-000261
CONFORMED SUBMISSION TYPE:	SB-2/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20030507

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			IGUANA VENTURES LTD
		CENTRAL INDEX KEY:			0001176309
		STANDARD INDUSTRIAL CLASSIFICATION:	MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400]

	FILING VALUES:
		FORM TYPE:		SB-2/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-101575
		FILM NUMBER:		03684961

	BUSINESS ADDRESS:	
		STREET 1:		1500 WEST GEORGIA ST
		STREET 2:		SUITE 1400
		CITY:			VANCOUVER
		STATE:			A1
		ZIP:			V6G 2Z6
		BUSINESS PHONE:		6046813533

	MAIL ADDRESS:	
		STREET 1:		1500 WEST GEORGIA ST
		STREET 2:		SUITE 1400
		CITY:			VANCOUVER
		STATE:			A1
		ZIP:			V6G 2Z6
</SEC-HEADER>
<DOCUMENT>
<TYPE>SB-2/A
<SEQUENCE>1
<FILENAME>iguanasbtwoamendtwo.txt
<TEXT>
<PAGE>




                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM SB-2
                                   AMENDMENT 2




             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              IGUANA VENTURES LTD.
             (Exact name of Registrant as specified in its charter)

NEVADA                                     98-0376008
- ------                                     ----------
(State  or  other  jurisdiction  of        (I.R.S.  Employer
incorporation  or  organization)           Identification  Number)

SUITE  1400,  1500  WEST  GEORGIA  ST.
VANCOUVER,  B.C.  CANADA                   V6G  2Z6
- ------------------------                   --------
(Name  and  address  of  principal         (Zip  Code)
executive  offices)

Registrant's  telephone  number,
 including area code:                      604-760-2112
                                           ------------
Approximate  date of commencement of proposed sale to the public:     AS SOON AS
PRACTICABLE  AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.

If this Form is filed to register additional securities for an offering pursuant

to  Rule  462(b)  under the Securities Act, check the following box and list the
Securities  Act  registration  statement  number  of  the  earlier  effective
registration  statement  for  the  same  offering.                         |__|


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

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

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



                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
TITLE  OF  EACH                  PROPOSED       PROPOSED
CLASS  OF                        MAXIMUM        MAXIMUM
SECURITIES         AMOUNT        OFFERING       AGGREGATE      AMOUNT  OF
TO  BE             TO  BE        PRICE  PER     OFFERING       REGISTRATION
REGISTERED         REGISTERED    SHARE  (1)     PRICE  (2)     FEE (2)
- --------------------------------------------------------------------------------

Common  Stock      4,554,000 shares   $0.05     $227,700.00    $20.95
- --------------------------------------------------------------------------------
(1)  This  price  was  arbitrarily  determined  by  Iguana  Ventures  Ltd.

(2)  Estimated  solely  for  the  purpose of calculating the registration fee in
     accordance  with  Rule  457(a)  under  the  Securities  Act.

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



                          COPIES OF COMMUNICATIONS TO:
                              MICHAEL A. CANE, ESQ.
                         2300 W. SAHARA BLVD., SUITE 500
                               LAS VEGAS, NV 89102
                                 (702) 312-6255
                               FAX: (702) 944-7100
                          AGENT FOR SERVICE OF PROCESS


                    SUBJECT TO COMPLETION, DATED MAY 6, 2003



<PAGE>



                                   PROSPECTUS
                              IGUANA VENTURES LTD.
                                4,554,000 SHARES
                                  COMMON STOCK
                             INITIAL PUBLIC OFFERING
                                ----------------
The selling shareholders named in this prospectus are offering all of the shares
of  common stock offered through this prospectus.  Iguana Ventures Ltd. will not
receive  any  proceeds  from  this  offering.  We have set an offering price for
these  securities  of  $0.05  per  share.


- --------------------------------------------------------------------------------
                                                  Proceeds to Selling
               Offering                           Shareholders Before
               Price          Commissions         Expenses and Commissions
- --------------------------------------------------------------------------------


Per  Share     $0.05          Not  Applicable     $0.05

Total          $227,700.00    Not  Applicable     $227,700.00
- --------------------------------------------------------------------------------


Our  common  stock is presently not traded on any market or securities exchange.
The  sales price to the public is fixed at $.05 per share until such time as the
shares  of  our  common  stock  are traded on the NASD Over-The-Counter Bulletin
Board.  Although  we intend to apply for trading of our common stock on the NASD
Over-The-Counter  Bulletin  Board,  public trading of our common stock may never
materialize.  If  our  common  stock becomes traded on the NASD Over-The-Counter
Bulletin  Board,  then  the  sale  price  to  the  public will vary according to
prevailing  market  prices  or  privately  negotiated  prices  by  the  selling
shareholders.  ---------------



THE  PURCHASE  OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE  OF  RISK.  SEE  SECTION  ENTITLED  "RISK  FACTORS"  ON  PAGES  5  -10.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.

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


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



                   THE DATE OF THIS PROSPECTUS IS: MAY 6, 2003




                                       2


<PAGE>
                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
Summary                                                                      5
Risk  Factors                                                                7
Risks  Related  To  Our  Financial  Condition  and  Business  Model
- --------------------------------------------------------------------
- -  Because  our  executive  officers do not have formal
   training specific to the technicalities  of mineral
   exploration, there is a higher risk our business will fail                7
- -  If we do not obtain additional financing, our business will fail          7
- -  Since this is an exploration project, we face a high
   risk of business failure due  to  our  inability  to
   predict  the  success  of  our  business                                  8


- -  Because  of  the  unique  difficulties  and uncertainties
   inherent in mineral exploration  business,  we
   face  a  high  risk  of  business  failure                                8
- -  Because  we  anticipate  our  operating  expenses  will
   increase prior to our earning  revenues,  we  may
   never  achieve  profitability                                             8
- -  Because  of  the inherent dangers involved in mineral
   exploration, there is a risk  that  we  may incur
   liability or damages as we conduct our business                           8
- -  Because  access to our mineral claims may be restricted
   by inclement weather, we  may  be  delayed  in
   our  exploration  and  any  future  efforts                               9
- -  Because  our president has only agreed to provide his
   services on a part-time basis,  he  may  not be able
   or willing to devote a sufficient amount of time to
   our  business  operations, causing our business to fail                   9

Risks  Related  To  Legal  Uncertainty
- --------------------------------------
- -  As  we  undertake  exploration  of  our mineral claims,
   we will be subject to compliance  with government regulation
   that may increase the anticipated cost of
   our  exploration  program                                                 9
Risks  Related  To  This  Offering
- ----------------------------------
- -  If a market for our common stock does not develop,
   shareholders may be unable to  sell  their  shares                       10

- -     Because  our  president, Mr. Michael Young, owns
   approximately 57% of our outstanding  common  stock
   and serves as one or our two directors, investors may
   find  that corporate decisions influenced by Mr.
   Young are inconsistent with the  best  interests
   of  other  stockholders.                                                 10
- -  If  the  selling shareholders sell a large number of
   shares all at once or in blocks,  the  market  price
   of  our  shares  would  most likely decline                              10
Use  of  Proceeds                                                           11
Determination  of  Offering  Price                                          11
Dilution                                                                    11
Selling  Shareholders                                                       11
Plan  of  Distribution                                                      26
Legal  Proceedings                                                          27
Directors, Executive Officers, Promoters and Control Persons                27
Security  Ownership  of  Certain  Beneficial  Owners  and  Management       29
Description  of  Securities                                                 29
Interest  of  Named  Experts  and  Counsel                                  32
Disclosure  of  Commission  Position  of  Indemnification  for
 Securities  Act Liabilities                                                32

                                       3

<PAGE>



Organization  Within  Last  Five  Years                                     33
Description  of  Business                                                   33




Plan  of  Operations                                                        40
Description  of  Property                                                   42
Certain  Relationships  and  Related  Transactions                          43
Market  for  Common  Equity  and  Related  Stockholder  Matters             43
Executive  Compensation                                                     45
Financial  Statements                                                       47
Changes  in  and  Disagreements  with  Accountants                          48
Available  Information                                                      48



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' obligation to deliver a prospectus when
acting  as  underwriters  and  with  respect  to  their  unsold  allotments  or
subscriptions.

                                       4


<PAGE>


                                    SUMMARY


IGUANA  VENTURES  LTD.


Iguana  Ventures  Ltd.  was  incorporated  on April, 2002, under the laws of the
State  of  Nevada. We were formed in order to seek business opportunities in the
mineral  exploration  area  and since our incorporation have been engaged in the
acquisition  and exploration of mineral properties. To date, we have relied upon
information  on  mineral  exploration  conducted  by  others  and  only recently
commenced  our  mineral  exploration  activities. We have acquired the rights to
four  two-post mineral claims known as the Saucy mineral property located on the
north  side  of  the Ashlu river about 29 miles from the town of Squamish in the
Province  of British Columbia, Canada. Two-post staking refers to a legal method
of staking whereby the staker may plant two posts 500 meters apart with a marked
line  between,  indicating  location of the claims. These claims are held in the
name of our wholly owned subsidiary, Iguana Explorations, Inc. We retained Larry
R.W. Sostad, an experienced prospector, to stake these mineral claims for us. We
paid  Mr.  Sostad  $5,000CDN  for  these  services.  Our objective is to conduct
mineral  exploration activities on the mineral claims in order to assess whether
it  possesses potential for commercially exploitable reserves of gold, silver or
copper.

A  summary  geological  report  has  been prepared by our geologist on the Saucy
claims and stage one of the exploration of the claims is complete. Our geologist
has  recommended that we proceed to the second stage of this exploration program
during  the spring/summer of 2003, weather permitting.  Our proposed exploration
program  is  designed to explore for potential commercially exploitable deposits
of  gold,  copper  and  silver  minerals.  We have not, nor has any predecessor,
identified  any  commercially  exploitable reserves of gold, copper or silver on
these  mineral  claims.  We  have  relied  on  a  limited  soil  sampling of our
geologist  and  his  findings.  Mr.  William  G.  Timmins,  our  geologist,  has
conducted  all  recent  exploration  activities  on  the  property.

Since  we are in the exploration stage of our corporate development, we have not
yet earned any revenues from our planned operations. As of February 28, 2003, we
had  $17,793  in  cash  on  hand  and  liabilities  in  the  amount  of $11,642.
Accordingly,  our  working  capital position as of February 28, 2003 was $6,151.
Since  our  inception  on  April  12,  2002  through  February 28, 2003, we have
incurred a net loss of $47,549.  We attribute our net loss to having no revenues
to  offset  our  expenses  from  the  acquisition and exploration of our mineral
claims  and  the  professional fees related to the creation and operation of our
business.  We  have  sufficient cash on hand to take us through stage two of our
planned  exploration program.  However, funds for subsequent work, if indicated,
may  be  insufficient.

We  recently  completed stage one of our exploration program and have received a
letter report from our geologist.  The geologist's report recommended we proceed
to  stage  two.



We  were  incorporated  on April 12, 2002 under the laws of the state of Nevada.
Our principal offices are located at 1500 W. Georgia Street, Suite 1400, British
Columbia,  Canada,  V6G  2Z6.  Our  telephone  number  is  604-760-2112.

THE  OFFERING

Securities  Being  Offered    Up  to  4,554,000  shares  of  our  common  stock.


                                       5

<PAGE>



Offering  Price               The  offering  price  of the common stock is $0.05
                              per  share.  We  intend  to  apply  to  the  NASD
                              over-the-counter  bulletin  board  to  allow  the
                              trading  of  our  common stock upon our becoming a
                              reporting entity under the Securities Exchange Act
                              of 1934. If our common stock becomes so traded and
                              a  market for the stock develops, the actual price
                              of  stock  will be determined by prevailing market
                              prices  at  the  time  of  sale  or  by  private
                              transactions  negotiated  by  the  selling
                              shareholders.  The  offering  price  would thus be
                              determined  by  market factors and the independent
                              decisions  of  the  selling  shareholders.

Minimum  Number  of  Shares   None.
To Be Sold in This Offering

Securities  Issued
And  to  be  Issued           10,554,000  shares  of our common stock are issued
                              and outstanding as of the date of this prospectus.
                              All  of  the  common  stock  to be sold under this
                              prospectus  will be sold by existing shareholders.

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

SUMMARY  FINANCIAL  INFORMATION



Consolidated Balance  Sheet Data
- --------------------------------

                              August  31,  2002       February  28,  2003
                              -----------------       -------------------
                              (audited)               (unaudited)
Cash                          $ 44,123                  $  17,793
Total  Assets                 $ 44,123                  $  17,793
Liabilities                   $  4,449                  $  11,642
Total  Stockholders'  Equity  $ 39,674                  $   6,151

Consolidated Statement of  Loss  and  Deficit:
- ----------------------------------------------
                              From  inception      From  inception
                              ---------------      ---------------
                              through  8/31/02     through2/28/2003
                              ----------------     ----------------

Revenue                       $      0             $       0
Net  Loss  for  the Period    $ 14,026             $  47,549






                                       2

<PAGE>
                                  RISK FACTORS

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

           RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL

BECAUSE  OUR  EXECUTIVE  OFFICERS  DO  NOT  HAVE FORMAL TRAINING SPECIFIC TO THE
TECHNICALITIES  OF MINERAL EXPLORATION, THERE IS A HIGHER RISK OUR BUSINESS WILL
FAIL

Mr.  Michael L. Young and Ms. Vicki White, our executive officers and directors,
do  not  have  any  formal training as geologists or in the technical aspects of
management  of  a  mineral  exploration company.  Our management lacks technical
training  and  experience  with  exploring  for, starting, and operating a mine.
With  no direct training or experience in these areas, our management may not be
fully  aware  of  the  specific  requirements  related  to  working  within this
industry.  Our  management's  decisions  and  choices  may not take into account
standard  engineering  or  managerial  approaches  mineral exploration companies
commonly  use.  Consequently,  our  operations, earnings, and ultimate financial
success  could suffer irreparable harm due to management's lack of experience in
this
industry.


WE  HAVE  YET  TO  ATTAINED  PROFITABLE  OPERATIONS  AND  BECAUSE  WE  WILL NEED
ADDITIONAL  FINANCING  TO  FUND  OUR  EXTENSIVE  EXPLORATION  ACTIVITIES,  OUR
ACCOUNTANTS  BELIEVE  THERE  IS SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO
CONTINUE  AS  A  GOING  CONCERN




The  company  has  incurred  a net loss of $47,549 for the period from April 12,
2002  (inception)  to  February  28,  2003, and has no sales.  The future of the
Company  is  dependent  upon  its  ability  to  obtain financing and upon future
profitable operations from the development of its mineral claims.  These factors
raise  substantial  doubt  that  the Company will be able to continue as a going
concern.




IF  WE  DO  NOT  OBTAIN  ADDITIONAL  FINANCING,  OUR  BUSINESS  WILL  FAIL



Our  current operating funds are sufficient to complete the proposed exploration
program;  however, they will be insufficient to complete the full exploration of
the  mineral  claims  and  begin  mining efforts should the mineral claims prove
commercially  viable.  Therefore, we will need to obtain additional financing in
order  to complete our full business plan.  As of February 28, 2003, we had cash
in  the  amount of $17,793.  We currently do not have any operations and we have
no  income.  Our business plan calls for significant expenses in connection with
the  exploration  of  our  mineral  claims.  We  have sufficient cash on hand to
complete  phase two.  However, we will need additional financing to proceed past
stage two of our exploration program.  We will also require additional financing
if  the  costs  of  the  exploration  of  our  mineral  claims  are greater than
anticipated.  We  will also require additional financing to sustain our business
operations  if  we  are not successful in earning revenues.  We currently do not
have  any  arrangements for financing and we may not be able to obtain financing
when  required.  Obtaining  additional financing would be subject to a number of
factors,  including  the market prices for




                                       7

<PAGE>

the  mineral  property  and  gold, silver and copper. These factors may make the
timing,  amount,  terms or conditions of additional financing unavailable to us.

SINCE  THIS  IS AN EXPLORATION PROJECT,  WE FACE A HIGH RISK OF BUSINESS FAILURE
DUE  TO  OUR  INABILITY  TO  PREDICT  THE  SUCCESS  OF  OUR  BUSINESS

We  have just begun the initial stages of exploration of our mineral claims, and
thus  have no way to evaluate the likelihood that we will be able to operate the
business  successfully.  We were incorporated on April 12, 2002 and to date have
been  involved  primarily  in  organizational activities, the acquisition of the
mineral  claims,  obtaining  a  summary geological report and performing certain
limited  work  on our mineral claims.  We have not earned any revenues as of the
date  of  this  prospectus.

BECAUSE  OF  THE  UNIQUE  DIFFICULTIES  AND  UNCERTAINTIES  INHERENT  IN MINERAL
EXPLORATION  VENTURES,  WE  FACE  A  HIGH  RISK  OF  BUSINESS  FAILURE



Potential  investors should be aware of the difficulties normally encountered by
new  mineral  exploration  companies  and  the  high  rate  of  failure  of such
enterprises.  The  likelihood  of  success  must  be  considered in light of the
problems,  expenses,  difficulties,  complications  and  delays  encountered  in
connection  with  the  exploration  of  the  mineral  properties that we plan to
undertake.  These  potential  problems  include,  but  are  not  limited  to,
unanticipated  problems  relating  to  exploration,  and  additional  costs  and
expenses  that  may exceed current estimates.  The expenditures to be made by us
in  the  exploration  of  the  mineral claims may not result in the discovery of
mineral  deposits.  Problems  such as unusual or unexpected formations and other
conditions  are involved in mineral exploration and often result in unsuccessful
exploration  efforts.  If  the  results  of  stage two exploration do not reveal
viable commercial mineralization, we may decide to abandon these four claims and
acquire  new  claims  for  new exploration. The acquisition of additional claims
will  be  dependent upon us possessing capital resources at the time in order to
purchase  such  claims.  If no funding is available, we may be forced to abandon
our  operations.



BECAUSE  WE ANTICIPATE OUR OPERATING EXPENSES WILL INCREASE PRIOR TO OUR EARNING
REVENUES,  WE  MAY  NEVER  ACHIEVE  PROFITABILITY



Prior  to  completion of our exploration stage, we anticipate that we will incur
increased  operating  expenses  without  realizing  any  revenues.  We therefore
expect  to  incur  significant losses into the foreseeable future.  We recognize
that  if  we are unable to generate significant revenues from the exploration of
our  mineral claims, we will not be able to earn profits or continue operations.
There  is no history upon which to base any assumption as to the likelihood that
we will prove successful, and we can provide investors with no assurance that we
will  generate  any  revenues  or  ever  achieve  profitability.  If  we  are
unsuccessful  in  addressing  these  risks,  our business will most likely fail.




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

The search for valuable minerals involves numerous hazards.  As a result, we may
become  subject to liability for such hazards, including pollution, cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to  insure.  At  the  present  time  we have no coverage to insure


                                       8

<PAGE>

against  these  hazards.  The  payment  of  such liabilities may have a material
adverse  effect  on  our  financial  position.

BECAUSE  ACCESS TO OUR MINERAL CLAIMS MAY BE RESTRICTED BY INCLEMENT WEATHER, WE
MAY  BE  DELAYED  IN  OUR  EXPLORATION

Access to the Saucy mineral claim may be restricted through some of the year due
to  weather  in  the  area.  As  a  result,  any  attempt to test or explore the
property  is  largely limited to the times when weather permits such activities.
These limitations can result in significant delays in exploration efforts.  Such
delays  can  have  a  significant  negative  effect  on our exploration efforts

The  property  comprises  four mineral claims with a total area of approximately
220  acres,  located  29  miles  from  the town of Squamish in British Columbia,
Canada.  This  is an essentially undeveloped area in British Columbia.  The area
consists of many mountains and lakes with heavy forestation.  An unpaved logging
road  is  the  only  access.  Winters are often severe with rain, freezing rain,
wind,  and snow common between November and March, making the logging road often
unsafe  and  impassable  for  travel.

BECAUSE  OUR  PRESIDENT  HAS  ONLY AGREED TO PROVIDE HIS SERVICES ON A PART-TIME
BASIS,  HE  MAY  NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO
OUR  BUSINESS  OPERATIONS,  CAUSING  OUR  BUSINESS  TO  FAIL

Mr.  Michael  Young, our president, provides his management services to a number
of  companies.  Because  we  are  in the early stages of our business, Mr. Young
will  not  be  spending  a significant amount of time on our business. Mr. Young
expects  to expend approximately six hours per week on our business.   Competing
demands  on  Mr. Young's time may lead to a divergence between his interests and
the  interests  of  other  shareholders.


               RISKS RELATED TO LEGAL UNCERTAINTY AND REGULATIONS

AS  WE  UNDERTAKE  EXPLORATION  OF  OUR  MINERAL  CLAIMS,  WE WILL BE SUBJECT TO
COMPLIANCE  WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST OF
OUR  EXPLORATION  PROGRAM

There  are  several  governmental  regulations  that materially restrict mineral
exploration.  We will be subject to the laws of the Province of British Columbia
as  we  carry  out  our  exploration program.  We may be required to obtain work
permits, post bonds and perform remediation work for any physical disturbance to
the  land  in  order  to  comply with these laws.  While our planned exploration
program  budgets for regulatory compliance, there is a risk that new regulations
could  increase our costs of doing business and prevent us from carrying out our
exploration  program.


                                       9

<PAGE>


                         RISKS RELATED TO THIS OFFERING

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

There  is  currently  no  market  for  our  common  stock and a market may never
develop.  We currently plan to apply for listing of our common stock on the NASD
over-the-counter  bulletin  board  upon  the  effectiveness  of the registration
statement  of which this prospectus forms a part.  However, our shares may never
be  traded  on  the  bulletin  board  or,  if  traded, a public market may never
materialize.  If  our  common  stock is not traded on the bulletin board or if a
public  market  for our common stock does not develop, investors may not be able
to  re-sell the shares of our common stock that they have purchased and may lose
all  of  their  investment.

BECAUSE  OUR  PRESIDENT,  MR.  MICHAEL  YOUNG,  OWNS  APPROXIMATELY  57%  OF OUR
OUTSTANDING  COMMON  STOCK AND SERVES AS ONE OF OUR TWO DIRECTORS, INVESTORS MAY
FIND  THAT CORPORATE DECISIONS INFLUENCED BY MR. YOUNG ARE INCONSISTENT WITH THE
BEST  INTERESTS  OF  OTHER  STOCKHOLDERS.



Mr.  Young  is  one  of  our  two  directors  and  is  our  president.  He  owns
approximately 57% of the outstanding shares of our common stock. Accordingly, he
will  have  a  significant influence in determining the outcome of all corporate
transactions or other matters, including mergers, consolidations and the sale of
all or substantially all of our assets, and also the power to prevent or cause a
change  in  control. The interests of Mr. Young may differ from the interests of
the  other  stockholders.



IF  THE  SELLING  SHAREHOLDERS  SELL  A LARGE NUMBER OF SHARES ALL AT ONCE OR IN
BLOCKS,  THE  MARKET  PRICE  OF  OUR  SHARES  WOULD  MOST  LIKELY  DECLINE.

The  selling  shareholders  are  offering  4,554,000  shares of our common stock
through  this prospectus. Our common stock is presently not traded on any market
or  securities  exchange,  but  should  a market develop, shares sold at a price
below  the  current market price at which the common stock is trading will cause
that market price to decline.   Moreover, the offer or sale of a large number of
shares  at any price may cause the market price to fall.  The outstanding shares
of  common  stock  covered by this prospectus represent approximately 43% of the
common  shares  outstanding  as  of  the  date  of  this  prospectus.

                           FORWARD-LOOKING STATEMENTS

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


                                       10

<PAGE>

                                 USE OF PROCEEDS

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


                         DETERMINATION OF OFFERING PRICE



The  $0.05  per share offering price of our common stock was determined based on
our  internal  assessment  of  what  the  market  would  support.  There  is  no
relationship  whatsoever between this price and our assets, earnings, book value
or  any  other  objective  criteria  of  value.



We  intend  to apply to the NASD over-the-counter bulletin board for the trading
of  our  common  stock upon our becoming a reporting entity under the Securities
Exchange  Act  of  1934.  We  intend  to file a registration statement under the
Exchange  Act  concurrently with the effectiveness of the registration statement
of  which  this  prospectus forms a part.  If our common stock becomes so traded
and  a  market  for  the  stock  develops,  the  actual  price  of stock will be
determined  by  prevailing  market  prices  at  the  time  of sale or by private
transactions  negotiated  by the selling shareholders.  The offering price would
thus  be  determined  by  market  factors  and  the independent decisions of the
selling  shareholders.

                                    DILUTION

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

                              SELLING SHAREHOLDERS

The  selling  shareholders  named  in  this  prospectus  are offering all of the
4,554,000  shares  of  common  stock offered through this prospectus. The shares
include  the  following:

     4,500,000 shares of our common stock that the selling shareholders acquired
     from us in an offering that was exempt from registration under Regulation S
     of  the  Securities  Act  of  1933 and completed on or about July 11, 2002;

     54,000  shares  of  our common stock that the selling shareholders acquired
     from us in an offering that was exempt from registration under Regulation S
     of  the  Securities  Act  of  1933 and completed on or about July 31, 2002;



The  following  table  provides  as  of  May  6, 2003, information regarding the
beneficial  ownership  of  our  common  stock  held  by  each  of  the  selling
shareholders,  including:



1.     the  number  of  shares  owned  by  each  prior  to  this  offering;
2.     the  total  number  of  shares  that  are  to  be  offered  by  each;
3.     the  total number of shares that will be owned by each upon completion of
       the  offering;
4.     the  percentage  owned  by  each  upon  completion  of  the offering; and
5.     the identity of the beneficial holder of any entity that owns the shares.



                                       11

<PAGE>



- --------------------------------------------------------------------------------
                                         Total
                                         Number Of       Total Shares Percent
                                         Shares To Be    To Be        Owned
                                         Offered For     Owned Upon   Upon
                         Shares Owned    Selling         Completion   Completion
Name Of                  Prior To This   Shareholders    Of This      Of This
Selling Stockholder      Offering        Account         Offering     Offering
- --------------------------------------------------------------------------------
Andy Alexiou             5,000           5,000           NIL           NIL
2816 West 15th Avenue
Vancouver, BC, V6K 2Z9
Canada
- --------------------------------------------------------------------------------
Fotios  Alexiou          5,000           5,000           NIL           NIL
2816  West  15th  Avenue
Vancouver,  BC,  V6K  2Z9
Canada
- --------------------------------------------------------------------------------
Tom  Alexiou             5,000           5,000           NIL           NIL
2816  West  15th  Avenue
Vancouver,  BC,  V6K  2Z9

Canada
- --------------------------------------------------------------------------------
Paul  J.  Anderson     250,000         250,000           NIL           NIL
1905  -  1088  Quebec  Street
Vancouver,  BC,  V6A  4H2
Canada
- --------------------------------------------------------------------------------
Daniel  Almond          10,000          10,000           NIL           NIL
538  Moyer  Road
Kelowna,  BC,  V1X  4R7
Canada
- --------------------------------------------------------------------------------
Kara  Brekke           150,000         150,000           NIL           NIL
Suite  304,
522  Smith  Avenue
Coquitlam,  BC,  V3J7X7
Canada
- --------------------------------------------------------------------------------
Stuart  Canavor          5,000           5,000           NIL           NIL
348  East  19th  Avenue
Vancouver,  BC,  V5V  1J5
Canada
- --------------------------------------------------------------------------------

                                       12

<PAGE>

- ------------------------------------
Table  is  continued  from  page  12
- --------------------------------------------------------------------------------
Patrick  Corsi         100,000         100,000           NIL           NIL
2611  West  4th  Avenue
Vancouver,  BC,  V6K  1P8
Canada
- --------------------------------------------------------------------------------
Belinda-Ann  Gray      200,000         200,000           NIL           NIL
401  -  8989  Hudson  Street
Vancouver,  BC,  V6P  6Y1
Canada
- --------------------------------------------------------------------------------
Erin  Fransvaag        390,000         390,000           NIL           NIL
Townhouse  11  -  63  Keefer  Place
Vancouver,  BC,  V6B  6N6
Canada
- --------------------------------------------------------------------------------
Laurie  Fugman         500,000         500,000           NIL           NIL
827  West  19th  Avenue
Vancouver,  BC,  V5Z  1X4
Canada
- --------------------------------------------------------------------------------
Lorna-Dee  Glen         20,000          20,000           NIL           NIL
18923  60A  Avenue
Surrey,  BC,  V3S  8A3
Canada
- --------------------------------------------------------------------------------

                                       13

<PAGE>

- ------------------------------------
Table  is  continued  from  page  13
- --------------------------------------------------------------------------------
Andrea  Headridge       10,000          10,000           NIL           NIL
1987  Brunette  Avenue
Coquitlam,  BC,  V3K  1J1
Canada
- --------------------------------------------------------------------------------
Colin  Hong              5,000           5,000           NIL           NIL
#307  -  1723  Alberni  Street
Vancouver,  BC,  V6G  3G9
Canada
- --------------------------------------------------------------------------------
Jabeel  Janmohamed     150,000         150,000           NIL           NIL
1987  Brunette  Avenue
Coquitlam,  BC,  V3K  1J1
Canada
- --------------------------------------------------------------------------------
Michelle  Kerr         250,000         250,000           NIL           NIL
404  -  2266  West  1st  Avenue
Vancouver,  BC,
Canada
- --------------------------------------------------------------------------------
Hanifa  Ladha           15,000          15,000           NIL           NIL
3112  Boundary  Road
Burnaby,  BC,  V5M  4A2
Canada
- --------------------------------------------------------------------------------
Abdul  Ladha           200,000         200,000           NIL           NIL
3112  Boundary  Road
Burnaby,  BC,  V5M  4A2
Canada
- --------------------------------------------------------------------------------
Glen  Little             5,000           5,000           NIL           NIL
16193  111A  Avenue
Surrey,  BC,  V4N  4T1
Canada
- --------------------------------------------------------------------------------

                                       14


<PAGE>


- ------------------------------------
Table  is  continued  from  page  14
- --------------------------------------------------------------------------------
Carol  Little            5,000           5,000           NIL           NIL
16193  111A  Avenue
Surrey,  BC,  V4N  4T1
Canada
- --------------------------------------------------------------------------------
Mark  McLean           450,000         450,000           NIL           NIL
210  -  1111  Lynn  Valley  Road
North  Vancouver,  BC,
Canada
- --------------------------------------------------------------------------------
Daryl Montgomery        10,000          10,000           NIL           NIL
118  -  633  West  8th  Avenue
Vancouver,  BC,  V5Z  1C7
Canada
- --------------------------------------------------------------------------------
Michael  J.  Mugford    10,000          10,000           NIL           NIL
2434  Nelson  Avenue
West  Vancouver,  BC,  V7V  2R4
Canada
- --------------------------------------------------------------------------------
Hudson Capital Corp.   100,000         100,000           NIL           NIL
PO Box 38017
968 West King Edward Avenue
Vancouver, BC, V5Z 4L9
Canada
Beneficial  Owner:  Jordan  Shapiro
- --------------------------------------------------------------------------------


                                       15

<PAGE>

- ------------------------------------
Table  is  continued  from  page  15
- --------------------------------------------------------------------------------
Kim  O'Leary           100,000         100,000           NIL           NIL
#404  -  2266  West  1st  Avenue
Vancouver,  BC,  V6K  1G1
Canada
- --------------------------------------------------------------------------------
Bartolomiej
J. Piotrowski           10,000          10,000           NIL           NIL
12610  228th  Street
Maple  Ridge,  BC,  V2X  6M8
Canada
- --------------------------------------------------------------------------------
Mike  Piotrowski        10,000          10,000           NIL           NIL
12610  228th  Street
Maple  Ridge,  BC,  V2X  6M8
Canada
- --------------------------------------------------------------------------------
Paul  Piotrowski       150,000          150,000          NIL           NIL
1987  Brunette  Avenue
Coquitlam,  BC,  V3K  1J1
Canada
- --------------------------------------------------------------------------------
Richard  Prevost        50,000           50,000          NIL           NIL
#202  -  2216  West  3rd  Avenue
Vancouver,  BC,  V6K  1L4
Canada
- --------------------------------------------------------------------------------
Mary  Jane  Ramirez     10,000           10,000          NIL           NIL
825  SW  Marine  Drive,  Suite  202
Vancouver,  BC,  V6P  3A2
Canada
- --------------------------------------------------------------------------------

Andrew  H.  Rees        10,000           10,000          NIL           NIL
1860  West  1st  Avenue
Vancouver,  BC,
Canada
- --------------------------------------------------------------------------------

                                       16

<PAGE>


- ------------------------------------
Table  is  continued  from  page  16
- --------------------------------------------------------------------------------
Anthony  Cheung        300,000         300,000           NIL           NIL
1127  16th  Avenue  E
Vancouver,  BC,  V5T  4M4
Canada
- --------------------------------------------------------------------------------
Andrea  Reid            10,000          10,000           NIL           NIL
261  Queens  Avenue  West
Vancouver,  BC,  V7N  2K6
Canada
- --------------------------------------------------------------------------------
Jeremy  Ross           300,000         300,000           NIL           NIL
1860  West  1st  Avenue
Vancouver,  BC,
Canada
- --------------------------------------------------------------------------------
Renotcka  Rzepczyk     200,000         200,000           NIL           NIL
837  West  19th  Avenue
Vancouver,  BC,  V5Z  1X7
Canada
- --------------------------------------------------------------------------------
Trevor  Sali           345,000         345,000           NIL           NIL
Suite  304,  522  Smith  Avenue
Coquitlam,  BC,  V3J  7X7
Canada
- --------------------------------------------------------------------------------

                                       17

<PAGE>

- ------------------------------------
Table  is  continued  from  page  17
- --------------------------------------------------------------------------------
Brent  Shantz           10,000          10,000           NIL           NIL
#208  -  1050  Broughton  Street
Vancouver,  BC,  V6G  2A6
Canada
- --------------------------------------------------------------------------------
Gary  Taylor             5,000           5,000           NIL           NIL
4643  Westlawn  Drive
Burnaby,  BC,  V5C  3R2
Canada
- --------------------------------------------------------------------------------
Robert  Taylor           5,000           5,000           NIL           NIL
4643  Westlawn  Drive
Burnaby,  BC,  V5C  3R2
Canada
- --------------------------------------------------------------------------------
Carissa  Ten-Pow        10,000          10,000           NIL           NIL
12629  56th  Avenue
Surrey,  BC,  V3X  2Y7
Canada
- --------------------------------------------------------------------------------
Joel  Ten-Pow           10,000          10,000           NIL           NIL
12629  56th  Avenue
Surrey,  BC,  V3X  2Y7
Canada
- --------------------------------------------------------------------------------
Leonardo  Tioseco       10,000          10,000           NIL           NIL
1109  -  819  Hamilton  Street
Vancouver,  BC,  V6B  6M2
Canada
- --------------------------------------------------------------------------------
Alison  Tohill          20,000          20,000           NIL           NIL
303  -  8722  Selkirk  Street
Vancouver,  BC,
Canada
- --------------------------------------------------------------------------------
Karen  Travis           20,000          20,000           NIL           NIL
3287  Highland  Blvd.
North  Vancouver,  BC,  V7R  2X7
Canada
- --------------------------------------------------------------------------------
Jamie  Travis           20,000          20,000           NIL           NIL
#202  -  1205  Comox  Street
Vancouver,  BC,
Canada
- --------------------------------------------------------------------------------

                                       18

<PAGE>


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

Table  is  continued  from  page  18
- --------------------------------------------------------------------------------
Bryan  Velve            20,000          20,000           NIL           NIL
3215  Macdonald  Street
Vancouver,  BC,  V6L  2N2
Canada

- --------------------------------------------------------------------------------
Edward  Wong            10,000          10,000           NIL           NIL
8120  Burnfield  Crescent
Burnaby,  BC,  V5E  3W7
Canada
- --------------------------------------------------------------------------------
Anita  Young             5,000           5,000           NIL           NIL
#25  -  1650  Columbia  Valley  Hwy
Lindell  Beach,  BC,  V0X  1P0
Canada
- --------------------------------------------------------------------------------
John  Young             10,000          10,000           NIL           NIL
#25  -  1650  Columbia  Valley  Hwy
Lindell  Beach,  BC,  V0X  1P0
Canada
- --------------------------------------------------------------------------------
ACP  Sports
Enterprises  Ltd.        1,000           1,000           NIL           NIL
211  -  403  North  Road
Coquitlam,  BC,  V3K  3V9
Canada
Beneficial  Owner:  Adrian  Pettyfer
- --------------------------------------------------------------------------------
Shi-Fang  Shi            1,000           1,000           NIL           NIL
1328  East  35th  Avenue
Vancouver,  BC,  V5W  1C1
Canada
- --------------------------------------------------------------------------------
Ping  Shen               1,000           1,000           NIL           NIL
1328  East  35th  Avenue
Vancouver,  BC,  V5W  1C1
Canada
- --------------------------------------------------------------------------------
Bracia's Apparel Ltd.    1,000           1,000           NIL           NIL
101  -  580  Hornby  Street
Vancouver,  BC,  V6C  3B6
Canada
Beneficial  Owner:  Mike  Bracia
- --------------------------------------------------------------------------------
Karen  Norman            1,000           1,000           NIL           NIL
12292  Parktree  Crescent
Surrey,  BC,  V3X  1Z7
Canada
- --------------------------------------------------------------------------------

                                       19

<PAGE>




- ------------------------------------
Table  is  continued  from  page  19
- --------------------------------------------------------------------------------
ACR II
Intertainment (Canada)   1,000           1,000           NIL           NIL
Incorporated
#206  -  2190  West  5th  Avenue
Vancouver,  BC,  V6B  1S2
Canada
Beneficial  Owner:  Andy  Chu
- --------------------------------------------------------------------------------
John  Buttedahl          1,000           1,000           NIL           NIL
214  -  2228  Marstrand

Vancouver,  BC,  V6K  4T1
Canada
- --------------------------------------------------------------------------------
Eva  Zilic               1,000           1,000           NIL           NIL
4263  Gravely  Street
Burnaby,  BC,  V5C  3T7
Canada
- --------------------------------------------------------------------------------
Roman  Zilic             1,000           1,000           NIL           NIL
4263  Gravely  Street
Burnaby,  BC,  V5C  3T7
Canada
- --------------------------------------------------------------------------------
Ronald  Grendovich       1,000           1,000           NIL           NIL
3438  East  24th  Avenue
Vancouver,  BC,  V5R  1G6
Canada
- --------------------------------------------------------------------------------
Lori  Grendovich         1,000           1,000           NIL           NIL
3438  East  24th  Avenue
Vancouver,  BC,  V5R  1G6
Canada
- --------------------------------------------------------------------------------
Tara  Brandolini         1,000           1,000           NIL           NIL
1907  -  939  Homer  Street
Vancouver,  BC,  V6G  1Z8
Canada
- --------------------------------------------------------------------------------
Gary  Brandolini         1,000           1,000           NIL           NIL
#4  -  2133  St.  Georges  Avenue
North  Vancouver,  BC,  V7L  3K5

Canada
- --------------------------------------------------------------------------------
Bronwyn  Fourie          1,000           1,000           NIL           NIL
#4  -  2133  St.  Georges  Avenue
North  Vancouver,  BC,  V7L  3K5
Canada
- --------------------------------------------------------------------------------

                                       20


<PAGE>


- ------------------------------------
Table  is  continued  from  page  20
- --------------------------------------------------------------------------------
Franco  Bastone          1,000           1,000           NIL           NIL
3292  West  8th  Avenue
Vancouver,  BC,  V6K  2C5
Canada
- --------------------------------------------------------------------------------
Natalino  Bastone        1,000           1,000           NIL           NIL
2425  16th  Avenue  W.
Vancouver,  BC  V6K  3B7
Canada
- --------------------------------------------------------------------------------
Randy  Hildebrant        1,000           1,000           NIL           NIL
1205-  1450  Chestnut  Street
Vancouver,  BC  V6J  3K3
Canada
- --------------------------------------------------------------------------------
Ning  Lan                1,000           1,000           NIL           NIL
1328  East  35th  Avenue
Vancouver,  BC  V5W  1C1
Canada
- --------------------------------------------------------------------------------
Lai  Gen  Shen           1,000           1,000           NIL           NIL
1328  East  35th  Avenue
Vancouver,  BC  V5W  1C1
Canada
- --------------------------------------------------------------------------------
Dawn  Campbell           1,000           1,000           NIL           NIL
#4  -  1725  East  1st  Avenue
Vancouver,  BC  V5N  1A9
Canada
- --------------------------------------------------------------------------------
Maria  Paraschos         1,000           1,000           NIL           NIL
2790  West  22nd  Avenue
Vancouver,  BC  V6L  1M4
Canada

- --------------------------------------------------------------------------------
Jeff  Young              1,000           1,000           NIL           NIL
#800  -  15355  24th  Avenue
Suite  468
Surrey,  BC  V4A  2H9
Canada
- --------------------------------------------------------------------------------
Kelly  D.  Mulzet        1,000           1,000           NIL           NIL
#7  -  1828  Horizon  Drive
Kelowna,  BC  V1Z  3N5
Canada
- --------------------------------------------------------------------------------


                                       21

<PAGE>

- ------------------------------------
Table  is  continued  from  page  21
- --------------------------------------------------------------------------------
Nick  Di  Palma          1,000           1,000           NIL           NIL
4601  Union  Street
Burnaby  BC  V5C  2Y2
Canada
- --------------------------------------------------------------------------------
Benjamin  Lee            1,000           1,000           NIL           NIL
#303  -  1255  Main  Street
Vancouver,  BC  V6A  4G5
Canada
- --------------------------------------------------------------------------------
Patrizio  Gallina        1,000           1,000           NIL           NIL
2823  Grant  Street
Vancouver,  BC  V5K  3H4
Canada
- --------------------------------------------------------------------------------
Janice  Fiege            1,000           1,000           NIL           NIL
#2407  -  501  Pacific  Street
Vancouver,  BC  V6Z  2X6
Canada
- --------------------------------------------------------------------------------
John  Casper             1,000           1,000           NIL           NIL
1620  East  21st  Avenue
Vancouver,  BC  V5N  2N5
Canada
- --------------------------------------------------------------------------------
Fernando  Alves          1,000           1,000           NIL           NIL
1559  Willingdon  Avenue
Vancouver,  BC  V5C  5H8
Canada
- --------------------------------------------------------------------------------
Ian  Wong                1,000           1,000           NIL           NIL
#2801  -  930  Cambie
Vancouver,  BC  V6B  5X6
Canada
- --------------------------------------------------------------------------------
Gus  Karvelis            1,000           1,000           NIL           NIL
2122  Stephens  Street
Vancouver,  BC  V6K  3W3
Canada
- --------------------------------------------------------------------------------
Costa  Caboyannis        1,000           1,000           NIL           NIL
3350  7th  Avenue  West
Vancouver,  BC  V6R  1V8
Canada
- --------------------------------------------------------------------------------

                                       22

<PAGE>



- ------------------------------------
Table  is  continued  from  page  22
- --------------------------------------------------------------------------------
Jennifer  Ouellet        1,000           1,000           NIL           NIL
1906  -  1367  Alberni  Street
Vancouver,  BC  V7E  4R9
Canada
- --------------------------------------------------------------------------------
Kenneth  Cameron  Park   1,000           1,000           NIL           NIL
359  West  15th  Avenue
Vancouver,  BC  V5Y  1Y3
Canada
- --------------------------------------------------------------------------------
Gilmar  Carvalho         1,000           1,000           NIL           NIL
4636  Dumfries  Street
Vancouver,  BC  V5N  3T2
Canada
- --------------------------------------------------------------------------------
U-Perform
Athletics Ltd.           1,000           1,000           NIL           NIL
(dba  Human  Performance)
943  Blue  Mountain  Street

Coquitlam,  BC  V3J  4S9
Canada
Beneficial  Owner:  Robert  Gareau
- --------------------------------------------------------------------------------
Tony  Kromidas           1,000           1,000           NIL           NIL
2819  West  24th  Avenue
Vancouver,  BC  V6L  1R3
Canada
- --------------------------------------------------------------------------------
Rob  Faccio              1,000           1,000           NIL           NIL
3075  Robson  Drive
Coquitlam,  BC  V3E  2R8
Canada
- --------------------------------------------------------------------------------
Wail  Wong               1,000           1,000           NIL           NIL
201  -  906  West  Broadway
Vancouver,  BC  V5Z  1K7
Canada
- --------------------------------------------------------------------------------
Western Grinder Inc.     1,000           1,000           NIL           NIL
205  -  1525  Clivedon  Avenue
Delta,  BC  V3M  6L2
Canada
Beneficial  Owner:  John  Bevilacqua
- --------------------------------------------------------------------------------

                                       23


<PAGE>


- ------------------------------------
Table  is  continued  from  page  23
- --------------------------------------------------------------------------------
Jason  Wyllie            1,000           1,000           NIL           NIL
4361  -  49th  Street
Delta,  BC  V4K  2S8
Canada
- --------------------------------------------------------------------------------
Lori  Nicklason          1,000           1,000           NIL           NIL
2601  -  889  Homer  Street
Vancouver,  BC  V6R  5S3
Canada
- --------------------------------------------------------------------------------
Tony  Rosselli           1,000           1,000           NIL           NIL
4090  Perry  Street
Vancouver,  BC  V5N  3X3
Canada
- --------------------------------------------------------------------------------
Butler Health Services   1,000           1,000           NIL           NIL
203B  15461  Derwent  Way
Delta,  BC  V3M  6K9
Canada
Beneficial  Owner:  Steve  Butler
- --------------------------------------------------------------------------------
Charlene  Monachese      1,000           1,000           NIL           NIL
2206  -  6888  Station  Hill  Drive
Burnaby,  BC  V3N  4X5
Canada
- --------------------------------------------------------------------------------
Stefano  Monachese       1,000           1,000           NIL           NIL
2206  -  6888  Station  Hill  Drive
Burnaby,  BC  V3N  4X5
Canada
- --------------------------------------------------------------------------------
Murray  Savard           1,000           1,000           NIL           NIL
401  -  1195  West  13th  Avenue
Vancouver,  BC  V6H  1N4
Canada
- --------------------------------------------------------------------------------
Lorenzo  Filippelli      1,000           1,000           NIL           NIL
401  -  1195  West  13th  Avenue
Vancouver,  BC  V6H  1N4
Canada
- --------------------------------------------------------------------------------

                                       24


<PAGE>



- ------------------------------------
Table  is  continued  from  page  24


- --------------------------------------------------------------------------------
Kosta  Kromidas          1,000           1,000           NIL           NIL
2819  West  24th  Avenue
Vancouver,  BC  V6L  1R3
Canada
- --------------------------------------------------------------------------------
Angela  Kromidas         1,000           1,000           NIL           NIL
2819  West  24th  Avenue
Vancouver,  BC  V6L  1R3
Canada
- --------------------------------------------------------------------------------
Lance  Blanchette        2,000           2,000           NIL           NIL
108  -  2211  Wall  Street
Vancouver,  BC  V5L  1G4
Canada
- --------------------------------------------------------------------------------
Dr.  Douglas  Liu        2,000           2,000           NIL           NIL
225  S.  Delta  Avenue
Burnaby,  BC  V5L  3C6
Canada
- --------------------------------------------------------------------------------






The  named party beneficially owns and has sole voting and investment power over
all  shares or rights to these shares, unless otherwise shown in the table.  The
numbers  in this table assume that none of the selling shareholders sells shares
of  common  stock  not  being offered in this prospectus or purchases additional
shares  of  common  stock,  and  assumes  that all shares offered are sold.  The
percentages are based on 10,554,000 shares of common stock outstanding on May 6,
2003.



Other  than  Anita  and John Young who are the parents of our President, Michael
Young,  and  Jeff Young who is the brother of our President, none of the selling
shareholders:

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

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


                                       25


<PAGE>



                              PLAN OF DISTRIBUTION

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




1.     On  such  public  markets  as  the  common stock may from time to time be
       trading;
2.     In  privately  negotiated  transactions;
3.     Through  the  writing  of  options  on  the  common  stock;
4.     In  short  sales;  or
5.     In  any  combination  of  these  methods  of  distribution.

The sales price to the public is fixed at $0.05 per share until such time as the
shares  of  our  common  stock  are traded on the NASD Over-The-Counter Bulletin
Board.  Although  we intend to apply for trading of our common stock on the NASD
Over-The-Counter  Bulletin  Board,  public trading of our common stock may never
materialize.  If  our  common  stock becomes traded on the NASD Over-The-Counter
Bulletin  Board,  then  the sales price to the public will vary according to the
selling  decisions  of  each selling shareholder and the market for our stock at
the  time  of resale.  In these circumstances, the sales price to the public may
be:



1.     The  market  price  of  our  common stock prevailing at the time of sale;
2.     A  price  related to such prevailing market price of our common stock; or
3.     Such other price as the selling shareholders determine from time to time.

The  shares  may  also  be  sold  in compliance with the Securities and Exchange
Commission's  Rule  144.

The  selling  shareholders  may also sell their shares directly to market makers
acting  as  agents  in unsolicited brokerage transactions.  Any broker or dealer
participating  in  such  transactions as agent may receive a commission from the
selling  shareholders, or, if they act as agent for the purchaser of such common
stock,  from  such purchaser. The selling shareholders will likely pay the usual
and  customary  brokerage  fees  for  such services.  If applicable, the selling
shareholders  may  distribute  shares  to  one or more of their partners who are
unaffiliated  with  us.  Such  partners  may, in turn, distribute such shares as
described  above.

We  can provide no assurance that all or any of the common stock offered will be
sold  by  the  selling  shareholders.

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

The selling shareholders must comply with the requirements of the Securities Act
of  1933  and  the  Securities  Exchange Act in the offer and sale of the common
stock.  In  particular,  during  such  times  as the selling shareholders may be
deemed  to  be  engaged  in a distribution of the common stock, and therefore be
considered  to  be an underwriter, they must comply with applicable law and may,
among  other  things:

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

                                       26

<PAGE>


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

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


                                LEGAL PROCEEDINGS

We  are  not  currently  a  party  to  any  legal  proceedings.

Our  agent  for  service  of process in Nevada is Cane O'Neill Taylor, LLC, 2300
West  Sahara  Avenue,  Suite  500,  Box  18,  Las  Vegas,  Nevada  89102.


          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS


Our executive officers and directors and their respective ages as of May 6, 2003
are  as  follows:



Name                         Age              Office(s)  Held
- ----                         ---              ---------------

Michael  L.  Young           39               Director  &  President

Vicki  White                 32               Director, Secretary & Treasurer

MICHAEL  L. YOUNG is our president and a director.   Currently Mr. Young commits
approximately  10  hours  per  week  to  Iguana's  operations.




Mr.  Young  received a life, accident and sickness insurance license certificate
in  1994;  a  investment  funds institute license and certificate in 1995; and a
life underwriters' association training course certificate in 1997.   From April
1982 to December 1993, Mr. Young worked for the Insurance Corporation of British
Columbia  in  a  number of areas; starting from customer accounts representative
and  later  becoming a customer accounts trainer, a material damage estimator, a
material damage technical supervisor and finally a material damage manager.   In
January  1994,  Mr.  Young  joined  Prudential  Assurance  as a sales agent.  He
resigned from that position in May  1997.  At that point the company had changed
its  name  from  Prudential Assurance to Clarica.  Since May 1997, Mr. Young has
been  working  as an independent contractor, providing services and direction to
stream  line  office  efficiencies in the areas of acquisition targets, finance,
marketing  strategies,  business  plan  implementation,  investor  relations and
office  administration.



Mr.  Michael L. Young does not have any formal training as a geologist or in the
technical  aspects  of  management  of  a mineral exploration company.  He lacks
technical  training and experience with exploring for, starting, and operating a
mine.  With  no  direct training or experience in these areas, Mr. Young may not
be  fully  aware  of  the  specific  requirements related to working within this
industry.  His  decisions  and  choices  may  not  take  into  account  standard
engineering or managerial approaches mineral exploration companies commonly use.


                                       27

<PAGE>





VICKI WHITE is our secretary, treasurer and a director.  Ms. White's duties with
Iguana  Ventures  include  maintaining  the  books,  bank  accounts, and general
administrative duties.  Ms. White currently commits approximately 5 hours a week
to  Iguana's  operations.  Ms.  White  will be granted options at a future date.
Currently  there is no option plan currently in place and we have not set a date
or  parameter  to  structure  such  options.



Since  October 1997, Ms. White has been employed by Sears, Canada. She currently
holds  the  position  of  educator  for  the  Langley  store. This role includes
implementing  and  presenting  various training, developing, and coaching to all
store  associates.  She  trains  all  associates  to  use  all in store computer
systems,  teach  selling  skills that work for Sears base of customers, and give
associates  the  information  to  give  quality  customer  service. Before being
promoted  to  this  position  she  was  the  office  manager responsible for all
accounts  payable  and receivable and managing office staff working on the store
audit  detail.  From October 1990 to 1997 Ms. White worked for the Real Canadian
Superstore.

Ms.  Vicki  White  does  not  have  any formal training as a geologist or in the
technical  aspects  of  management  of a mineral exploration company.  She lacks
technical  training and experience with exploring for, starting, and operating a
mine.  With  no  direct training or experience in these areas, Ms. White may not
be  fully  aware  of  the  specific  requirements related to working within this
industry.  Her  decisions  and  choices  may  not  take  into  account  standard
engineering or managerial approaches mineral exploration companies commonly use.


TERM  OF  OFFICE

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


SIGNIFICANT  EMPLOYEES

We  have  no  significant  employees  other  than  our  officers  and directors.

We  conduct  our  business  through  agreements with consultants and arms-length
third  parties.



<PAGE>

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The  following  table  sets  forth  certain information concerning the number of
shares  of  our  common  stock owned beneficially as of May 6, 2003 by: (i) each
person  (including  any group) known to us to own more than five percent (5%) of
any  class  of  our  voting  securities, (ii) each of our directors, (iii) named
executive officers, and (iv) officers and directors as a group. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect  to  the  shares  shown.





- --------------------------------------------------------------------------------
                    Name and address      Number  of  Shares  Percentage  of
Title  of class     of beneficial owner   of Common Stock     Common Stock (1)
- --------------------------------------------------------------------------------
Common  Stock       Michael Young         6,000,000  shares   56.85%
                    Director,  President,
                    102-925  West  10th  Ave.
                    Vancouver, British Columbia
                    Canada  V5Z  1L9

Common  Stock       Vicki  White          NIL                 NIL
                    Director, Secretary, Treasurer
                    5723  192  Street
                    Surrey, British Columbia
                    Canada  V3S  7M8

Common  Stock       All Officers and      6,000,000  shares   56.85%
                    Directors
                    as  a  Group  (2  persons)
- --------------------------------------------------------------------------------



(1)     The  percent  of  class  is  based  on 10,554,000 shares of common stock
issued  and  outstanding  as  of  May  6,  2003.



It  is  believed  by  us  that all persons named have full voting and investment
power with respect to the shares indicated, unless otherwise noted in the table.
Under the rules of the Securities and Exchange Commission, a person (or group of
persons)  is  deemed  to  be  a  "beneficial  owner" of a security if he or she,
directly  or indirectly, has or shares the power to vote or to direct the voting
of  such  security,  or  the power to dispose of or to direct the disposition of
such  security.  Accordingly,  more  than  one  person  may  be  deemed  to be a
beneficial  owner  of  the  same  security.  A  person  is  also  deemed to be a
beneficial  owner  of  any  security, which that person has the right to acquire
within  60  days,  such  as  options  or  warrants to purchase our common stock.

                            DESCRIPTION OF SECURITIES

GENERAL



Our  authorized  capital  stock  consists of 100,000,000 shares of common stock,
with a par value of $0.001 per share, and 100,000,000 shares of preferred stock,
with  a  par value of $0.001 per share. As of May 6, 2003, there were 10,554,000
shares  of our common stock issued and outstanding that were held


                                       29

<PAGE>


by  one  hundred  and  two  (102) stockholders of record. We have not issued any
shares  of  preferred  stock.



COMMON  STOCK

Our common stock is entitled to one vote per share on all matters submitted to a
vote  of  the  stockholders,  including  the  election  of  directors. Except as
otherwise  required by law or provided in any resolution adopted by our board of
directors  with  respect  to  any  series of preferred stock, the holders of our
common  stock  will possess all voting power. Generally, all matters to be voted
on  by  stockholders must be approved by a majority (or, in the case of election
of  directors, by a plurality) of the votes entitled to be cast by all shares of
our  common stock that are present in person or represented by proxy, subject to
any  voting  rights  granted  to  holders of any preferred stock. Holders of our
common  stock  representing  one-percent  (1%)  of  our  capital  stock  issued,
outstanding  and  entitled  to  vote,  represented  in  person  or by proxy, are
necessary  to constitute a quorum at any meeting of our stockholders.  A vote by
the  holders  of  a majority of our outstanding shares is required to effectuate
certain  fundamental  corporate  changes  such  as  liquidation,  merger  or  an
amendment to our Articles of Incorporation. Our Articles of Incorporation do not
provide  for  cumulative  voting  in  the  election  of  directors.

Subject  to any preferential rights of any outstanding series of preferred stock
created  by  our  board of directors from time to time, the holders of shares of
our common stock will be entitled to such cash dividends as may be declared from
time  to  time  by  our  board  of  directors  from  funds  available  therefor.

Subject  to any preferential rights of any outstanding series of preferred stock
created  from  time  to  time  by  our  board  of  directors,  upon liquidation,
dissolution  or  winding  up,  the holders of shares of our common stock will be
entitled  to  receive  pro  rata  all  assets available for distribution to such
holders.

In  the  event  of  any  merger or consolidation with or into another company in
connection  with  which  shares  of  our  common  stock  are  converted  into or
exchangeable for shares of stock, other securities or property (including cash),
all  holders  of  our common stock will be entitled to receive the same kind and
amount  of  shares  of stock and other securities and property (including cash).

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


PREFERRED  STOCK

Our  board of directors is authorized by our articles of incorporation to divide
the  authorized  shares  of our preferred stock into one or more series, each of
which  must  be  so  designated  as  to distinguish the shares of each series of
preferred  stock  from  the shares of all other series and classes. Our board of

directors  is  authorized,  within  any  limitations  prescribed  by law and our
articles  of  incorporation,  to  fix  and  determine  the designations, rights,
qualifications,  preferences,  limitations and terms of the shares of any series
of  preferred  stock  including,  but  not  limited  to  the  following:

(a)  the  rate  of dividend, the time of payment of dividends, whether dividends
     are  cumulative,  and  the  date  from  which  any  dividends shall accrue;


                                       30

<PAGE>


(b)  whether  shares  may  be redeemed, and, if so, the redemption price and the
     terms  and  conditions  of  redemption;

(c)  the amount payable upon shares of preferred stock in the event of voluntary
     or  involuntary  liquidation;

(d)  sinking fund or other provisions, if any, for the redemption or purchase of
     shares  of  preferred  stock;

(e)  the  terms  and  conditions  on  which  shares  of  preferred  stock may be
     converted,  if  the  shares  of any series are issued with the privilege of
     conversion;

(f)  voting  powers,  if  any,  provided  that  if any of the preferred stock or
     series  thereof  shall  have  voting rights, such preferred stock or series
     shall  vote  only  on  a share for share basis with our common stock on any
     matter,  including  but not limited to the election of directors, for which
     such  preferred  stock  or  series  has  such  rights;  and

(g)  subject  to  the  above,  such  other  terms,  qualifications,  privileges,
     limitations,  options,  restrictions,  and  special  or relative rights and
     preferences,  if  any,  of  shares or such series as our board of directors
     may,  at  the  time so acting, lawfully fix and determine under the laws of
     the  State  of  Nevada.

DIVIDEND  POLICY

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

SHARE  PURCHASE  WARRANTS

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

OPTIONS

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

CONVERTIBLE  SECURITIES

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

NEVADA  ANTI-TAKEOVER  LAWS

Nevada revised statutes sections 78.378 to 78.3793 provide state regulation over
the  acquisition of a controlling interest in certain Nevada corporations unless
the  articles  of  incorporation  or  bylaws of the corporation provide that the
provisions  of  these  sections do not apply.  Our articles of incorporation and
bylaws  do  not state that these provisions do not apply.  The statute creates a
number  of  restrictions on the ability of a person or entity to acquire control
of  a  Nevada  company  by  setting  down  certain  rules  of


                                       31

<PAGE>


conduct  and voting restrictions in any acquisition attempt, among other things.
The statute is limited to corporations that are organized in the state of Nevada
and that have 200 or more stockholders, at least 100 of whom are stockholders of
record  and  residents of the State of Nevada; and does business in the State of
Nevada  directly  or  through  an  affiliated  corporation.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

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

Cane O'Neill Taylor, LLC, our independent legal counsel, has provided an opinion
on  the  validity  of  our  common  stock.

Morgan  &  Company, independent chartered accountants, has audited our financial
statements  included in this prospectus and registration statement to the extent
and  for  the  periods  set  forth  in their audit report.  Morgan & Company has
presented  their  report  with respect to our audited financial statements.  The
report  of  Morgan  &  Company  is  included in reliance upon their authority as
experts  in  accounting
and  auditing.

Mr.  W.G.  Timmins, a consulting geologist and registered professional engineer,
has  provided us with a geological evaluation report on the mineral claims.  Mr.
Timmins  was  employed on a flat rate consulting fee and he has no interest, nor
does  he  expect  any interest in the property or securities of Iguana Ventures.

      DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
                                   LIABILITIES

Our  articles  of  incorporation  provide  that  we  will  indemnify an officer,
director,  or  former  officer or director, to the full extent permitted by law.
We  have  been  advised  that  in  the  opinion  of  the Securities and Exchange
Commission  indemnification  for liabilities arising under the Securities Act of
1933  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  is  asserted  by  one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless  in  the  opinion  of  our  legal  counsel the matter has been settled by
controlling  precedent,  submit  the question of whether such indemnification is
against  public  policy to a court of appropriate jurisdiction.  We will then be
governed  by  the  court's  decision.

                       ORGANIZATION WITHIN LAST FIVE YEARS

We  were  incorporated  on April 12, 2002 under the laws of the state of Nevada.


We  retained  Larry R.W. Sostad, an experienced prospector, to stake our mineral
claims  for  us.  We  paid  Mr.  Sostad  $5,000CDN  for  these  services.


                                       32
<PAGE>


Mr.  Michael  Young has been our president, director and sole promoter since our
inception.  Mr.  Young  acquired 6,000,000 shares of our common stock at a price
of  $0.001 US per share on June 17, 2002.  Mr. Young paid a total purchase price
of  $6,000  for  these  shares.


                             DESCRIPTION OF BUSINESS

IN  GENERAL

We  are  an exploration stage company engaged in the acquisition and exploration
of mineral properties.  We own four mineral claims that we refer to as the Saucy
mineral  claims.  Further exploration of these mineral claims is required before
a final determination as to their viability can be made.  No commercially viable
mineral  deposit  may exist on our mineral claims.  Our plan of operations is to
carry  out  exploration  work on these claims in order to ascertain whether they
possess  deposits  of  gold,  copper  or silver.  We can provide no assurance to
investors  that  our  mineral claims contain a mineral deposit until appropriate
exploratory  work is done and an evaluation based on that work concludes further
work  programs  are justified.  At this time, we have no reserves on our mineral
claims.


ACQUISITION  OF  THE  SAUCY  MINERAL  CLAIMS

We have obtained four mineral claims known as the Saucy mineral claims, covering
a  total  area of 220 acres located in the Province of British Columbia, Canada.
We retained Larry R.W. Sostad, an experienced prospector, to stake these mineral
claims  for us, the ownership of which was transferred to our subsidiary on July
15,  2002.

DESCRIPTION  AND  LOCATION  OF  THE  SAUCY  MINERAL  CLAIMS

The  property  comprises  four mineral claims with a total area of approximately
220  acres,  located in British Columbia, Canada.  The claims are located on the
north  side  of  Ashlu  River  about 29 miles from the town of Squamish about 35
miles north of Vancouver, British Columbia, Canada. The claims are accessible by
logging  road.  Our  president,  Mr. Young obtained information on the area from
the  British  Columbia  Department  of  Mines and Geological Consultants and Mr.
Young  believed  the  timing  was opportune to obtain this property at the price
paid.

The  Saucy  mineral  claims were recorded with the Ministry of Energy and Mines,
Province  of  British  Columbia,  Canada  under  the  following  names and claim
numbers:


     Name  of  Mineral  Claim          Grant  Number        Expiry  Date
     ------------------------          -------------        ------------

     SAUCY  #1                         393633               June  5,  2004
     SAUCY  #2                         393634               June  5,  2004
     SAUCY  #3                         393635               June  5,  2004
     SAUCY  #4                         393636               June  5,  2004

Title  to the property's mineral claims is held in our wholly owned subsidiary's
name,  Iguana Explorations, Inc.  The Province of British Columbia owns the land
covered  by  the  mineral  claims.  To  our  knowledge, there are no native land
claims  that  might  affect  our  title  to  the  mineral  claims  or to


                                       33

<PAGE>


British  Columbia's  title  of  the  property.  There is no viable way for us to
determine  what  claims,  if  any,  certain  aboriginal  groups  may  make.  The
Government  of  British  Columbia  has adopted a policy that no private property
rights  will  be  expropriated  to  settle  native  claims.

Our mineral claims will expire on June 5, 2004 .  We intend to extend our claims
on  this  expiration  date.  Sufficient  work  has already been completed on the
property  to maintain the claims in good standing without paying a filing fee to
the  Province  of  British  Columbia  in  lieu  of  completing exploration work.
Mineral claims of this type may be extended either by completing sufficient work
and  filing  a  report  on  the  work completed on the mineral property with the
British Columbia Ministry of Energy and Mines, or by paying a filing fee in lieu
of  performing  the  exploration work.  The fee amount is approximately $100 per
claim,  per  year  in  the  first  three  years,  and  $200  per claim, per year
afterwards,  up  to  ten  years.

Mr.  Sostad recorded our claims to cover the main area of potential gold, copper
and  silver mineralization.  We are the legal owner of the mineral claims and no
other  person  or  entity  has  any  interest  in  the  mineral  claims.



Based  on  our  completion  of  stage  one,  we  have  already  conducted enough
exploration  to  extend  our  mineral  claims  for  approximately  6 more years.



GEOLOGICAL  REPORT

We  engaged  Mr.  W.G.  Timmins to prepare a geological evaluation report on the
Saucy  mineral  claims.   Mr.  Timmins  is a consulting geologist and registered
professional  engineer  in  the  Geological  Section  of  the  Association  of
Professional Engineers of the Province of British Columbia, Canada.  Mr. Timmins
has  practiced  his  profession  for 39 years and been a registered professional
engineer  since  1969.

The  work  completed by Mr. Timmins in preparing the geological report consisted
of  the review of geological data from previous exploration.  The acquisition of
this  data  involved  the research and investigation of historic files to locate
and  retrieve data information acquired by previous exploration companies in the
area of the mineral claims.  The work involved in this data acquisition includes
report  reproduction  and  compilation  of  preexisting  information.

We  received  the geological evaluation report on the mineral claims prepared by
Mr.  Timmins on September 6, 2002.  This report is entitled "Report on the Saucy
Mineral  Claims  For  Iguana Exploration Inc."  The geological report summarizes
the  results  of  the  history  of  the  exploration  of the mineral claims, the
regional  and local geology of the mineral claims and the mineralization and the
geological  formations  identified  as  a  result of the prior exploration.  The
geological  report  also gives conclusions regarding potential mineralization of
the  mineral  claims  and recommends a further geological exploration program on
the  mineral  claims.




Stage  one  exploration  work  was conducted and completed by Mr. Timmins.   Mr.
Timmins recommended further work be conducted.  Stage two will increase the size
of  the  target  area  and  provide  a  greater, more thorough evaluation of the
potential  for  a  mineral deposit on the claim by expanding the old soil sample
lines.

On  September  26,  2002,  Mr.  Timmins, our consulting geologist, completed his
review of the stage one work results on our Saucy mineral claims and provided us
with  a  letter  containing  his  conclusions.  Mr.


                                       34

<PAGE>


Timmins  concluded that the results were favorable and he recommended we proceed
to  the  next  stage  of  our  exploration  program.





EXPLORATION  HISTORY  OF  THE  MINERAL  CLAIMS

The area of our mineral claims first received attention in the early 1920's with
the  discovery  of  gold  in  quartz veins on the south side of the Ashlu River.
During  the  early  1920's, mineralization was located on what are now the Saucy
claims  and limited surface and underground work resulted in the shipping of two
tons  of  hand-sorted  ore.

As far as is known, following the 1920s, no work was carried out on the property
until  it was acquired by Mar-Gold Resources in 1979. Between 1979 and 1981, the
property  was examined, partially mapped and the subject of limited magnetometer
surveying,  and  minor  exploratory drilling carried out by Pamicon Developments
Ltd.  The  exploratory works carried out were documented in Part I and Part 2 of
the  Geological  Reports on the Lee and Yalakum Mineral Claims. The Reports were
written by geologist David A. Yeager and professional engineer, Charles K. Ikona
for  Mar-Gold  Resources  Ltd.

GEOLOGY  OF  THE  MINERAL  CLAIMS




The  area  has  been  mapped  by  the  Geological  Survey  of  Canada.  Pamicon
Developments  on  behalf of Mar-Gold Resources carried out geological mapping of
outcrop exposures in a limited area where the main showing is located and at the
two  old  adits  (tunnels).  An  adit is an opening driven horizontally into the
side  of  a  mountain  or  hill  for  providing access to a mineral deposit.  An
altimeter  was  used  for  elevation  control  so that the relative elevation of
structures,  adits,  showings,  and  outcrops were tabulated as well as hillside
contours  plotted.



The  claim  group  is  underlain by plutonic rocks of Cretaceous age composed of
variably  textured  granodiorites  or  fluid  rocks coming up from greath depth.
Granodiorites  are  granular  rocks  of  light color and even texture consisting
chiefly  of  feldspar, quartz, and white rock forming mineral constituents.  The
granodiorites  are  presumed to represent different phases of the same intrusive
event,  as  there  is  no  marked  alteration  at  the  intrusive  contacts.

Two  main  rock  types  are  predominant  in  the area as determined by the unit
samples  taken  from  the  mineral  claims.  One  is  a  finely  crystalline,
equigranular,  hornblende  granodiorite. Hornblendes are dark mineral found as a
rock  forming  constituent.  The mineral chemically is a complex ferro-magnesium
aluminium  silicate.  There  is  little variation in the unit with the exception
that  in  many  areas,  there are approximately 8 inch inclusions of very finely
crystalline granodiorite that form approximately 80% of the rock. The other is a
coarsely  crystalline,  hornblende and/or biotite granodiorite. The biotite is a
dark  colored mica. The biotite and hornblende occur in large -- approximately 4
mm -- crystal aggregates, as well as in small disseminated crystals. The unit is
variable  in  texture  throughout  the  map  area,  the notable variations being
crystal  size  and  relative  amounts  of  biotite  and  hornblende. Unit 3 also
contains approximately 8 inch inclusions of very finely crystalline material. In
one  locality  these  fragments  are relatively unaltered and were identified as
andesites  of  volcanic origin. Andesites are the volcanic equivalent of diorite
usually  fine  grained  to  glassy.

Unit  1  was encountered in a single float occurrence at the eastern edge of the
map  area  and  consists  of  a  breccia zone with fragments of hornblendite and
granodiorite  in  a  quartz  matrix.  Breccias  are  volcanic


                                       35

<PAGE>


rocks  containing  abundant angular fragments in a fine grained volcanic matrix.
The  breccia  in  places  gives  way to massive hornblendite. The orientation or
direction  of  the  structure  is  not  known.

Regionally,  the  Ashlu  River Valley appears to represent a structural trend at
N50W  with  cross structures represented by secondary drainage trending at N30E.

As  reported by Pamicon Developments, encouraging values in gold and silver were
obtained  at many locations on the property.  This mineralization occurs both in
sheared  fractures  and  in  several  types  of  veins.




The  most  interesting  mineralized  vein is exposed in the open cut at the main
showing  trending  northwest and dipping to the north.  .   A vein is a fissure,
fault  or  crack  in  a rock filled by minerals that have travelled upwards from
some  deep  source.



The open cut vein is at present overgrown to a large degree, however, results of
the 1979 program by Pamicon Developments, indicated that the best mineralization
was  to  be  found in a pyrite/chalcopyrite vein in the open cut.  More sampling
was  done  in 1980 in order to more fully delineate the distribution of gold and
silver values in the vein and wall rock.  Certain samples essentially duplicated
the  1979  low  results  and  others  contained  significant  gold  values.




Two  trenches  were blasted on strike extensions of the vein.  Here the vein was
essentially  pure  quartz  with  minor  pyrite and chalcopyrite rather than pure
sulphides as in the open cut.  A large trench was blasted on surface adjacent to
and  south of No. 1 adit.  This trench was approximately 46 feet long by 10 feet
high  on  the  back wall.  The trench was blasted to better expose a quartz vein
swarm  and  adjacent  wall  rocks.



A magnetometer survey was conducted over the limited grid area using the 65 feet
grid  established  during  the  1979  season  for  location control and a McPhar
Fluxgate  700  portable  magnetometer  for  the  instrument.  The  stream  gully
associated  with  No.  1  adit  and  the  open  cut vein has a definite magnetic
signature  marked by a series of high-low pairs of anomalous readings.  Although
these  anomalous  features  are  apparently not exactly coincident with precious
metal  veins  on surface, they are certainly physically near enough to the known
showings  to  be  considered  important.  A  second  noticeable  feature  is  a
northwest-southeast  linear  trend  to  most  of  the contours.  This is felt to
reflect the orientation of the local rock foliation or lines of separation which
can  readily  be  seen  in  outcrop  exposures.

RECOMMENDATIONS  OF  GEOLOGICAL  REPORTS

The  mineral  properties  host  sulphide  veins  and  shear  zones  containing
significant gold and silver values.  Most of the showings known to date occur in
proximity  to  the  westerly flowing creek and depression which is assumed to be
underlain  by  a  fault, shear zone or vein system which may be associated  with
the  emplacement  of  mineralization.

The  open  cut  vein  is  known  to contain heavy sulphides with gold and silver
values.

Although  the No. 1 and No. 2 adits did not appear to contain meaningful amounts
of  precious  metal  values, it is not known what their targets were and further
work  will  be  required to determine more accurate geologic information in this
area.


                                       36

<PAGE>


The geological report concludes that the property merits further exploration and
a preliminary program consisting of reconnaissance geology and sampling followed

by  trenching,  sampling, prospecting and geological mapping.  The report breaks
this  program  into  two  stages  and  estimates  costs  as  follows:




Stage  One  (completed)                                    U.S.  Funds

     Reconnaissance  geology  and  sampling                $   5,000.00

Stage  Two

     Trenching,  sampling,  prospecting,  mapping          $  10,000.00
                                                           ------------

Total  Cost  Both  Stages                                  $  15,000.00


Stage  one was completed on September 26, 2002  by Mr. Timmins.  Mr. Timmins has
recommended  further work be conducted.  Stage two will increase the size of the
target area and provide a greater, more thorough evaluation of the potential for
a  mineral  deposit  on  the  claim by expanding the old soil sample lines.  The
stage two  exploration program will consist of further geological evaluations of
the  showing  area as well as the area of the adits.  Additional trenching which
entails  the  excavation  of extensions of the vein structure in order to expose
previously  concealed  portions  of  the vein.  The newly exposed sections would
then  be  geologically mapped and sampled in a systematic manner and the samples
analyzed at a certified laboratory.  Wall rocks, the rocks on either side of the
vein,  will  also be examined for the presence of mineralization and networks of
quartz  veinlets.   Any further exploration work past the stage two is dependent
upon  the  results  found  during  the  execution  of  the  above  program.

Our  cash  on hand as of February 28, 2003 was $17,793.  We have sufficient cash
on  hand  to  pay  the  costs of stage two.  However, we will require additional
financing  in  order to proceed with any additional work beyond stage two of our
exploration  program.  No  additional  work aside from the Stage two exploration
program  is  planned  at  this  time.

The  geological review and interpretations required in stages one and two of the
exploration program have been and will continue to be comprised of reviewing the
data  acquired and analyzing this data to assess the potential mineralization of
the mineral claims. Geological review entails the geological study of an area to
determine  the  geological characteristics, identification of rock types and any
obvious  indications  of  mineralization.  The  purpose  of  undertaking  the
geological  review  is  to  determine  if  there  is  sufficient  indication  of
mineralization  to  warrant  additional  exploration.   Positive results at each
stage  of  the  exploration program would be required to justify continuing with
the  next  stage.  Such positive results would include the identification of the
zones  of mineralization.  As mentioned, positive results have been achieved for
the  stage  one  work  program  and  the  commencement  of  work on stage two is
considered  justified.



CURRENT  STATE  OF  EXPLORATION

Our  mineral  claims  presently  do not have any mineral reserves.  The property
that  is  the  subject to our mineral claims is undeveloped and does not contain
any  open-pit  or underground mines.  There is no  plant or equipment located on
the  property  that is the subject of the mineral claim.  Currently, there is no
power  supply  to  the  mineral  claim.

                                       37

<PAGE>


We  have  only  recently  commenced  exploration  of  the mineral claim and this
exploration  is  currently  in  the preliminary stages.  Our planned exploration
program  is  exploratory  in  nature  and no mineral reserves may ever be found.


GEOLOGICAL  EXPLORATION  PROGRAM




We  have  accepted the recommendations of the geologist's report dated September
6,  2002 and have now completed stage one of the geological exploration program.
Based on the further recommendation of our geologist, we have decided to proceed
to  stage  two.  A  decision  on proceeding beyond the planned stage two will be
made by assessing whether the results of stage two were sufficiently positive to
enable  us  to  obtain  the  financing  we  will need for us to continue through
additional  stages  of the exploration program.  This assessment will include an
assessment  of  the  market for financing of mineral exploration projects at the
time  of  our  assessment  and  an  evaluation  of  our  cash reserves after the
completion  of  stage two.  The decision whether or not to proceed will be based
on  the  recommendations  of  our  geological  consultant.  The  decision of the
consultant  whether  or not to recommend proceeding will be based on a myriad of
factors,  including  his  subjective  judgment  and will depend primarily on the
results  of  the  immediately  preceding stage.  It is impossible to quantify in
advance  what  will  be  sufficiently  positive.

We  do  not  currently  have any plans for a Stage three because Stage three, if
recommended  by our geologist, will depend upon the results of Stage two.  Costs
will  depend  on  recommendations,  which  cannot  be  made  until  Stage two is
completed.



COMPETITION

The  mineral  exploration  industry,  in general, is intensively competitive and
even  if  commercial  quantities  of  ore are discovered, a ready market may not
exist  for  the  sale of the ore. Numerous factors beyond our control may affect
the  marketability  of  any substances discovered.  These factors include market
fluctuations,  the  proximity  and  capacity  of  natural  resource  markets and
processing  equipment, government regulations, including regulations relating to
prices,  taxes,  royalties,  land  tenure,  land use, importing and exporting of
minerals and environmental protection.  The exact effect of these factors cannot
be accurately predicted, but the combination of these factors may result our not
receiving  an  adequate  return  on  invested  capital.

COMPLIANCE  WITH  GOVERNMENT  REGULATION

We  will  be  required  to  comply with all regulations, rules and directives of
governmental  authorities and agencies applicable to the exploration of minerals
in  the  Province  of  British  Columbia.  The  main  agency  that  governs  the
exploration  of  minerals  in  the  Province of British Columbia, Canada, is the
Ministry  of  Energy  and  Mines.

The  Ministry  of Energy and Mines manages the development of British Columbia's
mineral  resources,  and  implements  policies  and  programs  respecting  their
development  while  protecting  the  environment.  In  addition,  the  Ministry
regulates  and  inspects  the  exploration  and mineral production industries in
British  Columbia  to  protect  workers,  the  public  and  the  environment.

                                       38

<PAGE>


The  material  legislation  applicable  to  us  is  the  Mineral  Tenure  Act,
administered  by  the Mineral Titles Branch of the Ministry of Energy and Mines,
and  the  Mines  Act, as well as the Health, Safety and Reclamation Code and the
Mineral  Exploration  Code.

The  Mineral  Tenure  Act and its regulations govern the procedures involved  in
the  location,  recording and maintenance of mineral titles in British Columbia.
The  Mineral Tenure Act also governs the issuance of  leases which are long term
entitlements  to  minerals,  designed as production tenures.  The Mineral Tenure
Act  does  not  apply  to  minerals  held  by crown grant or by freehold tenure.

All  mineral  exploration  activities  carried  out on a mineral claim or mining
lease  in  British Columbia must be in compliance with the Mines Act.  The Mines
Act  applies  to  all  mines  during  exploration,  development,  construction,
production, closure, reclamation and abandonment.  It outlines the powers of the
Chief Inspector of Mines, to inspect mines, the procedures for obtaining permits
to commence work in, on or about a mine and other procedures to be observed at a
mine.  Additionally,  the  provisions of the Health, Safety and Reclamation Code
for  mines  in  British  Columbia contain standards for employment, occupational
health  and  safety,  accident  investigation, work place conditions, protective
equipment,  training  programs,  and  site  supervision.  Also,  the  Mineral
Exploration  Code  contains  standards  for  exploration  activities  including
construction  and maintenance, site preparation, drilling, trenching and work in
and  about  a  water  body.




Additional  approvals  and  authorizations may be required from other government
agencies,  depending  upon  the  nature  and  scope  of the proposed exploration
program.  If  the  exploration  activities  require  the falling of timber, then
either  a  free use permit or a license to cut must be issued by the Ministry of
Forests.  Items  such  as  waste  approvals may be required from the Ministry of
Environment,  Lands  and  Parks  if  the  proposed  exploration  activities  are
significantly  large  enough  to  warrant  them.  Waste  approvals  refer to the
disposal  of rock materials removed from the earth which must be reclaimed .  An
environmental  impact  statement  may  be  required.



We  have completed stage one of the work program including a review of stage one
and  recommendations  from  the  geologist.  The  first  stage  consisted  of
reconnaissance geology and sampling; stage two will include additional follow-up
on  this  work,  including  trenching,  sampling, prospecting and mapping of the
mineral  claims.

We  have  not  budgeted  for  regulatory  compliance  costs in the proposed work
program  recommended  by  the  geological report.  British Columbia law requires
that a holder of title to mineral claims must spend at least CDN$100 per mineral
claim  unit  per  year  in order to keep the property in good standing, which we
have  done.  We  will  also  have  to  sustain  the  cost  of  reclamation  and
environmental remediation for all exploration work undertaken.  Both reclamation
and environmental remediation refer to putting disturbed ground back as close to
its  original  state  as  possible.  Other potential pollution or damage must be
cleaned-up  and renewed along standard guidelines outlined in the usual permits.
Reclamation  is the process of bringing the land back to its natural state after
completion  of  exploration activities.  Environmental remediation refers to the
physical  activity  of  taking  steps to remediate, or remedy, any environmental
damage caused.  The amount of these costs is not known at this time as we do not
know  the  extent  of  the  exploration  program  that will be undertaken beyond
completion  of  the  recommended  work  program.  Because  there is presently no
information  on  the  size, tenor, or quality of any resource or reserve at this
time,  it  is  impossible  to  assess  the impact of any capital expenditures on
earnings,  our competitive position or on us in the event a potentially economic
deposit  is  discovered.

                                       39

<PAGE>


Prior  to  undertaking  mineral exploration activities, we must make application
under  the  British Columbia Mines Act for a permit, if we anticipate disturbing
land.  A  permit  is  issued  within  45  days  of  a  complete and satisfactory
application.  We  do  not  anticipate any difficulties in obtaining a permit, if
needed.  Minimal disturbance to the land is part of routine exploration work and
thus  we  do  not  anticipate  any  difficulties  in  obtaining  a  permit.

EMPLOYEES

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

We  conduct  our  business  largely  through  agreements  with  consultants.

RESEARCH  AND  DEVELOPMENT  EXPENDITURES

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

SUBSIDIARIES

We  have  one wholly owned British Columbia subsidiary, named Iguana Exploration
Inc.

PATENTS  AND  TRADEMARKS

We  do  not  own,  either  legally  or  beneficially,  any  patent or trademark.

REPORTS  TO  SECURITY  HOLDERS

As  we  are  not  required to provide annual reports to security holders at this
time,  we  do  not  intend to do so.  We plan to register as a reporting company
under  the  Securities Exchange Act of 1934 concurrent with the effectiveness of
this  registration  statement.  Thereafter,  annual reports will be delivered to
security  holders  as  required.

                               PLAN OF OPERATIONS




We  have completed stage one of our planned two-stage exploration program on the
Saucy  mineral  claims  and,  together with stage two, expect the total cost for
both  stages  to  be approximately $15,000 to assess the properties potential to
host  gold,  copper  and  silver.  Stage  one, consisting of mostly sampling and
evaluation  of  the  samples, was completed at a cost of $5,000.  We now plan to
undertake  a second stage consisting of trenching, further sampling, prospecting
and  mapping  of  the  mineral  claims.

Our business plan is to proceed with the exploration of the Saucy mineral claims
to determine whether there are mineral deposits of gold, copper and silver.  The
first  stage  has been completed and our geologist has recommended proceeding to
stage  two.  We  estimate  that  stage two of the geological exploration program
will  cost approximately $10,000.  We had $17,793 of cash on hand as of February
28,  2003.  We  have  sufficient  cash  on  hand  to pay the costs of stage two.
However,  we  will  require  additional  financing  in order to proceed with any
additional work beyond stage two of our exploration program.  No additional work
aside  from  the  Stage  two  exploration  program  is  planned  at  this  time.

                                       40

<PAGE>


Mr.  Timmins,  our geologist, will be engaged to oversee the second stage of the
work  program  which  will  begin this spring/summer season, as weather permits.
Typically,  the area is accessible from April through October, with intermittent
access  possible  as  weather  conditions  permit.  We  anticipate  that we will
receive  the  results  of  this  stage  of  exploration  by  Fall of 2003.  Such
difficulty  would  necessitate a delay in obtaining the results.  We will assess
the results of this program upon receipt of Mr. Timmins's report. If the results
of  stage two exploration do not reveal viable commercial mineralization, we may
decide  to abandon these four claims and acquire new claims for new exploration.
The  acquisition  of  additional  claims  will  be  dependent upon us possessing
capital resources at the time in order to purchase such claims. If no funding is
available,  we  may  be  forced  to  abandon  our  operations.



During this exploration stage, our president will only be devoting approximately
6  hours  per  week of his time to our business.  We do not foresee this limited
involvement  as  negatively impacting our company over the next twelve months as
all  exploratory  work  has  been  and  will continue to be performed by outside
consultants.  In  the  future,  if  the  demands  of  our  business require more
business  time  of  Mr.  Young, such as raising additional capital or addressing
unforeseen  issues  with  regard  to  our exploration efforts, he is prepared to
adjust  his  timetable  to  devote  more  time  to  our business. However, it is
possible  that  Mr.  Young  may  not  be  able  to devote sufficient time to the
management  of  our  business  at  the  times  needed.




We  are  proceeding to stage two of our geological exploration program following
the  recommendation  of our geologist based upon an assessment of the results of
stage one. We have sufficient cash on hand to complete stage two.  In making the
determination  to  move  to  stage  two,  we  reviewed  the  conclusions  and
recommendations that we received from Mr. Timmins based on his geological review
of the results of the first stage.  This assessment included an appraisal of our
cash  reserves after the completion of stage one and the market for financing of
mineral  exploration projects at the time of our assessment.  We anticipate that
this  stage  will  proceed  in  the  spring/summer  2003,  weather  permitting.
Additional  work  after  the  completion  of  stage  two will take place only if
recommended  by  the geologist.  After stage two is completed, it is anticipated
that  no  work will take place for the remaining portion of 2003.  If continuing
to  stage  three  is  recommended  by  the  geologist,  that stage will begin in
spring/summer  of  2004,  assuming  we can secure additional funding and weather
permitting.

If  additional  work is recommended following stage two, additional funding will
be required. We anticipate that additional funding will be in the form of equity
financing  from  the  sale  of our common stock.  However, we may not be able to
raise  sufficient  funding  from the sale of our common stock to fund additional
stages, if any, of the exploration program.  We believe that debt financing will
not  be  an  alternative  for funding stage two of the exploration program.  The
risky  nature  of  this  enterprise  and  lack  of  tangible  assets places debt
financing  beyond  the  credit-worthiness  required  by  most  banks  or typical
investors  of  corporate debt until such time as an economically viable mine can
be  demonstrated.  Traditional  debt  financing  is  not  available at the early
stages  of  exploration  in which we are currently involved.  We do not have any
arrangements  in  place  for  any  future  equity  financing.

We  anticipate  that  we  will incur the following expenses over the next twelve
months:

1.   $10,000  in  connection  with  the  completion  of  the second stage of our
     recommended  geological  work  program.


2.   $20,000 for operating expenses, including professional legal and accounting
     expenses  associated  with  our  becoming  a  reporting  issuer  under  the
     Securities  Exchange  Act  of  1934;

                                       41

<PAGE>





We  had  cash  in  the  amount  of  $28,911  as of February 28, 2003.  Our total
expenditures  over  the  next  twelve months are anticipated to be approximately
$30,000.  Accordingly,  we will require minimal financing to fund our operations
for  the next twelve months.   In the next twelve months, we do not plan to make
any  purchases  or  sales  of  significant equipment, nor do we plan to make any
significant  changes  in  our  number  of  employees.

Additional  financing  may  not  be  available.  Additional  financing  will  be
necessary  to  conduct our exploration  past stage two, we may consider bringing
in an additional joint venture partner to provide the required funding.  We have
not  undertaken  any efforts to locate a joint venture partner.  In addition, we
may  not  ever  be  able to locate a joint venture partner who will assist us in
funding  our  exploration  of  the  Saucy  mineral  claim.

RESULTS  OF  OPERATIONS  FOR  PERIOD  ENDING FEBRUARY  28,  2003

We  did not earn any revenues during the period ending February 28, 2003.  We do
not  anticipate  earning  revenues  until  such time as we enter into commercial
production of our mineral properties.  We are presently in the exploration stage
of  our  business  and  we  can  provide  no  assurance  that  we  will discover
commercially  exploitable  levels  of mineral resources on our properties, or if
such  deposits  are  discovered,  that  we  will  enter into further substantial
exploration  programs.

We  incurred  operating  expenses  in  the amount of $47,549 for the period from
inception  on  April  12,  2002  to  February 28, 2003. These operating expenses
included:  (a)  $3,258  in  connection  with  our  acquisition the Saucy mineral
claims, (b) office expenses of $2,331 and (c) professional fees in the amount of
$34,685  in  connection  with  our corporate organization and documentation.  We
anticipate  our  operating  expenses  will  increase as we undertake our plan of
operations.  The  increase will be attributable to our beginning of stage two of
our  geological  exploration program and the professional fees to be incurred in
connection with the filing of amendments to this registration statement with the
Securities  Exchange Commission under the Securities Act of 1933.  We anticipate
our  ongoing  operating  expenses  will also increase once we become a reporting
company  under  the  Securities  Exchange  Act  of  1934.

We  incurred  a  loss  in the amount of $47,549 for the period from inception to
February  28,  2003.  Our  loss was attributable entirely to operating expenses.



LIQUIDITY  AND  CAPITAL  RESOURCES




We  had  cash  of  $17,793  as  of February 28, 2003, and had working capital of
$6,151  as  of  February  28,  2003.



We  have  not  attained  profitable  operations and are dependent upon obtaining
financing to pursue any extensive exploration activities.  For these reasons our
auditors stated in their report that they have substantial doubt we will be able
to  continue  as  a  going  concern.

                             DESCRIPTION OF PROPERTY

We are the owners of the Saucy mineral claims.  We do not own any property other
than the Saucy mineral claims.  We rent shared office space at 1500 West Georgia
Street,  Suite  1400,  Vancouver,


                                       42

<PAGE>

British Columbia, Canada V6G 2Z6 at a cost of $100 CND per month. This rental is
on  a  month-to-month  basis  without  a  formal  contract.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

- -    Any  of  our  directors  or  officers;
- -    Any  person  proposed  as  a  nominee  for  election  as  a  director;
- -    Any  person  who beneficially owns, directly or indirectly, shares carrying
     more  than  10%  of the voting rights attached to our outstanding shares of
     common  stock;
- -    Any  of  our  promoters;
- -    Any  relative  or  spouse  of any of the foregoing persons who has the same
     house  as  such  person.

Mr.  Michael Young acquired 6,000,000 shares of our common stock in his own name
at  a  price  of  $0.001  per  share  on  June 17, 2002.  Mr. Young paid a total
purchase  price  of  $6,000  for  these  shares.


            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NO  PUBLIC  MARKET  FOR  COMMON  STOCK

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




The Securities Exchange Commission has adopted rules that regulate broker-dealer
practices  in  connection  with  transactions  in penny stocks. Penny stocks are
generally  equity  securities  with  a  price  of  less  than  $5.00, other than
securities  registered on certain national securities exchanges or quoted on the
Nasdaq  system,  provided that current price and volume information with respect
to  transactions  in  such  securities  is provided by the exchange or quotation
system. The penny stock rules require a broker-dealer, prior to a transaction in
a  penny  stock,  to deliver a standardized risk disclosure document prepared by
the Commission, that: (a) contains a description of the nature and level of risk
in  the  market for penny stocks in both public offerings and secondary trading;
(b)  contains  a  description of the broker's or dealer's duties to the customer
and  of  the  rights  and  remedies  available to the customer with respect to a
violation to such duties or other requirements of Securities' laws; (c) contains
a  brief, clear, narrative description of a dealer market, including bid and ask
prices  for  penny stocks and the significance of the spread between the bid and
ask  price;  (d)  contains  a  toll-free  telephone  number  for  inquiries  on
disciplinary  actions;  (e) defines significant terms in the disclosure document
or  in  the  conduct  of  trading  in  penny stocks; and (f) contains such other
information  and  is in such form, including language, type, size and format, as
the  Commission shall require by rule or regulation. The broker-dealer also must
provide, prior to effecting any transaction in a penny stock, the customer with:
(a)  bid  and  offer quotations for the penny stock; (b) the compensation of the
broker-dealer  and  its




                                       43

<PAGE>


salesperson  in  the transaction; (c) the number of shares to which such bid and
ask  prices  apply,  or  other  comparable information relating to the depth and
liquidity  of  the  market  for such stock; and (d) a monthly account statements
showing  the market value of each penny stock held in the customer's account. In
addition,  the  penny stock rules require that prior to a transaction in a penny
stock  not  otherwise  exempt  from  those  rules; the broker-dealer must make a
special  written determination that the penny stock is a suitable investment for
the  purchaser and receive the purchaser's written acknowledgment of the receipt
of  a  risk  disclosure statement, a written agreement to transactions involving
penny  stocks,  and  a  signed  and  dated copy of a written suitably statement.

These  disclosure  requirements  may  have  the  effect  of reducing the trading
activity  in  the  secondary market for our stock if it becomes subject to these
penny  stock  rules. Therefore, if our common stock becomes subject to the penny
stock  rules,  stockholders  may  have  difficulty  selling  those  securities.

HOLDERS  OF  OUR  COMMON  STOCK

As  of the date of this registration statement, we had one hundred and two (102)
registered  shareholders.

RULE  144  SHARES

A  total of 6,000,000 shares of our common stock will be available for resale to
the  public  after  June  17,  2003  in  accordance  with the volume and trading
limitations of Rule 144 of the Securities Act of 1933.  The following additional
shares  of  our  common stock will also be available for resale to the public in
accordance with the volume and trading limitations of Rule 144 of the Securities
Act  of 1933: 4,500,000 shares after July 11, 2003; 54,000 shares after July 31,
2003.

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.   One  percent  of  the  number  of shares of the company's common stock then
     outstanding, which, in our case, will equal approximately 105,540 shares as
     of  the  date  of  this  prospectus;  or

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

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

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

As of the date of this prospectus, persons who are our affiliates hold 6,000,000
of  the  total shares that may be sold, at least partially, pursuant to Rule 144
after  June  17,  2003.


                                       44

<PAGE>



STOCK  OPTION  GRANTS

To  date,  we  have  not  granted  any  stock  options.

REGISTRATION  RIGHTS

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

We  are  paying  the  expenses  of the offering because we seek to: (i) become a
reporting company with the Commission under the Securities Exchange Act of 1934;
and  (ii)  enable  our  common  stock  to be traded on the NASD over-the-counter
bulletin  board.  We  plan  to  file  a Form 8-A registration statement with the
Commission  prior  to the effectiveness of the Form SB-2 registration statement.
The  filing  of  the  Form  8-A registration statement will cause us to become a
reporting  company  with the Commission under the 1934 Act concurrently with the
effectiveness  of  the Form SB-2 registration statement.  We must be a reporting
company  under  the  1934  Act  in  order  that our common stock is eligible for
trading  on  the  NASD  over-the-counter  bulletin  board.  We  believe that the
registration  of  the  resale  of  shares on behalf of existing shareholders may
facilitate  the development of a public market in our common stock if our common
stock  is  approved  for  trading  on  the NASD over-the-counter bulletin board.

We  consider  that  the development of a public market for our common stock will
make  an investment in our common stock more attractive to future investors.  In
the  near  future,  in  order  for  us  to continue with our mineral exploration
program,  we  will  need to raise additional capital.  We believe that obtaining
reporting  company status under the 1934 Act and trading on the over-the-counter
bulletin  board should increase our ability to raise these additional funds from
investors.

DIVIDENDS

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

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

2.   Our  total  assets would be less than the sum of our total liabilities plus

     the  amount  that would be needed to satisfy the rights of shareholders who
     have  preferential  rights  superior  to  those receiving the distribution.

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

                             EXECUTIVE COMPENSATION

SUMMARY  COMPENSATION  TABLE




The  table  below  summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to  us  for  the  period  from  our  inception  through  February  28,  2003.




                                       45

<PAGE>

- --------------------------------------------------------------------------------
                       Annual Compensation      Long Term Compensation
                       -------------------      -----------------------
                                         Other                     LTIP  All
                                         Annual Restricted         pay-  Other
                                         Compen-  Stock  Options/* outs  Compen-
Name        Title      Year Salary Bonus sation Awarded  SARs (#)  ($)   sation
- ----------  ---------  ---- ------ ----- ------ -------  --------  ----- -------
Michael     President  2002 $   0     0      0       0         0      0       0
Young       and
            Director
- --------------------------------------------------------------------------------




                       2003 $   0     0      0       0         0      0       0
- --------------------------------------------------------------------------------
Vicki       Secretary, 2002 $   0     0      0       0         0      0       0
White       Treasurer
            and
            Director
- --------------------------------------------------------------------------------
                       2003 $   0     0      0       0         0      0       0
- --------------------------------------------------------------------------------




We  do  not  pay  to  our directors or officers any salary or consulting fee. We
anticipate that compensation may be paid to officers in the event that we decide
to proceed with additional exploration programs beyond the second stage program.

We  do  not pay to our directors any compensation for each director serving as a
director  on  our  board  of  directors.

We  conduct  our  business  through  agreements with consultants and arms-length
third  parties.  Currently,  we have no formal agreements.  Our verbal agreement
with  our  geologist  includes  his  reviewing  all  of  the  results  from  the
exploratory  work  performed  upon  the site and making recommendations based on
those  results  in  exchange for payments equal to the usual and customary rates
received  by  geologists performing similar consulting services.   Additionally,
we  have  a  verbal  agreement  with  our  outside auditors to perform requested
accounting  functions at their normal and customary rates.  Finally, we rent our
office  space  from  Georgia  Business Centre based upon a verbal month to month
lease  at  a  rate  of  $100  CND  per  month.

STOCK  OPTION  GRANTS

We  did  not grant any stock options to the executive officers or directors from
inception through February 28, 2003.  We have also not granted any stock options
to  the  executive  officers  since  November  30,  2002.



                                       46

<PAGE>


                              FINANCIAL STATEMENTS

Index  to  Financial  Statements:

1.   Audited  consolidated  financial  statements  for  the  period ended August
     31,2002,  including:

     (a)  Auditors'  Report

     (b)  Consolidated  Balance  Sheet;

     (c)  Consolidated  Statement  of  Loss  and  Deficit;

     (d)  Consolidated  Statement  of  Cash  Flows;

     (e)  Consolidated  Statement  of  Stockholders'  Equity;  and

     (f)  Notes  to  Consolidated  Financial  Statements.

2.   Unaudited  consolidated  financial  statements  for  the three month period
     ended  November  30,  2002,  including:


     (a)  Consolidated  Balance  Sheet;

     (b)  Consolidated  Statement  of  Loss  and  Deficit;

     (c)  Consolidated  Statement  of  Cash  Flows;

     (d)  Consolidated  Statement  of  Stockholders'  Equity;  and

     (e)  Notes  to  Consolidated  Financial  Statements.




3.   Unaudited  consolidated  financial  statements  for  the three month period
     ended  February  28,  2003,  including:


     (a)  Consolidated  Balance  Sheet;

     (b)  Consolidated  Statement  of  Loss  and  Deficit;

     (c)  Consolidated  Statement  of  Cash  Flows;

     (d)  Consolidated  Statement  of  Stockholders'  Equity;  and

     (e)  Notes  to  Consolidated  Financial  Statements.

                                       47



<PAGE>









                              IGUANA VENTURES LTD.
                         (An Exploration Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                                 AUGUST 31, 2002
                            (Stated in U.S. Dollars)









<PAGE>



                                                           MORGAN
                                                           & COMPANY
                                                           CHARTERED ACCOUNTANTS




                                AUDITORS' REPORT




To the Director
Iguana Ventures Ltd.
(An exploration stage company)


We  have  audited  the  consolidated  balance  sheet of Iguana Ventures Ltd. (an
exploration stage company) as at August 31, 2002 and the consolidated statements
of  loss  and  deficit accumulated during the exploration stage, cash flows, and
stockholders'  equity  for the period from April 12, 2002 (date of inception) to
August 31, 2002.  These consolidated financial statements are the responsibility
of  the  Company's  management.  Our  responsibility is to express an opinion on
these  consolidated  financial  statements  based  on  our  audit.

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

In  our  opinion, these consolidated financial statements present fairly, in all
material  respects,  the financial position of the Company as at August 31, 2002
and  the  results of its operations and cash flows for the period from April 12,
2002  (date  of  inception)  to August 31, 2002 in accordance with United States
generally  accepted  accounting  principles.


The  accompanying  consolidated financial statements have been prepared assuming
the  Company will continue as a going concern.  As discussed in to Note 1 to the
consolidated  financial  statements,  the Company incurred a net loss of $12,515
since  inception,  has  not attained profitable operations and is dependent upon
obtaining  adequate  financing  to  fulfil  its  exploration  activities.  These
factors  raise  substantial doubt that the Company will be able to continue as a
going  concern.  The  consolidated  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.




Vancouver, Canada

September 19, 2002                                        Chartered Accountants


Tel: (604) 687-5841        MEMBER OF               P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075           ACPA          Suite 1488 - 700 West Georgia Street
www.morgan-cas.com        INTERNATIONAL                  Vancouver, B.C. V7Y 1A1


<PAGE>


                             IGUANA  VENTURES  LTD.
                         (An Exploration Stage Company)

                           CONSOLIDATED BALANCE SHEET

                                 AUGUST 31, 2002
                            (Stated in U.S. Dollars)


- ----------------------------------------------------------------
ASSETS

Current
  Cash                                               $ 44,123


                                                 ---------

                                                     $ 44,123
==============================================================

LIABILITIES

Current
  Accounts payable                                   $  1,180
  Due to shareholder                                    3,269
                                                     ---------
                                                        4,449
                                                     ---------

SHAREHOLDER'S EQUITY

Share Capital
  Authorized:
    100,000,000 common shares with a par value
     of $0.001 per share
    100,000,000 preferred shares with a par
     value of $0.001 per share

  Issued:
    10,554,000 common shares                           10,554

  Additional paid-in capital                           43,146

Deficit Accumulated During The Exploration Stage      (14,026)
                                                     ---------
                                                       39,674
                                                     ---------

                                                     $ 44,123
==============================================================


<PAGE>

                              IGUANA  VENTURES  LTD.
                        (An  Exploration  Stage  Company)

                   CONSOLIDATED STATEMENT OF LOSS AND DEFICIT

            PERIOD FROM INCEPTION, APRIL 12, 2002, TO AUGUST 31, 2002
                            (Stated in U.S. Dollars)


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

Expenses
  Mineral property payment                  $    3,258
  Professional fees                              9,466
  Office and sundry                              1,302
                                            -----------

Net Loss For The Period And Deficit,
 End Of Period                              $   14,026
=======================================================


Basic And Diluted Loss Per Share            $     0.01
=======================================================

Weighted Average Number Of Shares
 Outstanding                                 5,117,121
=======================================================



<PAGE>

                             IGUANA  VENTURES  LTD.
                         (An  Exploration  Stage  Company)

                      CONSOLIDATED STATEMENT OF CASH FLOWS

            PERIOD FROM INCEPTION, APRIL 17, 2002, TO AUGUST 31, 2002
                            (Stated in U.S. Dollars)



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

Cash Flows From Operating Activities
  Net loss for the period                           $(14,026)

Adjustments To Reconcile Net Loss To
 Net Cash Used By Operating Activities
  Change in accounts payable                           1,180
  Change in due to shareholder                         3,269
                                                    ---------
                                                      (9,577)
                                                    ---------

Cash Flows From Financing Activity
  Issue of share capital                              53,700
                                                    ---------

Increase In Cash And Cash, End Of Period            $ 44,123
=============================================================



<PAGE>

                              IGUANA  VENTURES  LTD.
                        (An  Exploration  Stage  Company)

                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

             PERIOD FROM INCEPTION, APRIL 12, 2002, TO AUGUST 31, 2002
                             (Stated in U.S. Dollars)



                                     COMMON STOCK
                          --------------------------------     DEFICIT
                            NUMBER                           ACCUMULATED
                              OF                 ADDITIONAL  DURING THE
                            COMMON        PAR      PAID-IN   EXPLORATION
                            SHARES       VALUE     CAPITAL     STAGE      TOTAL
                          ------------------------------------------------------
Shares issued for cash
 at $0.001                 6,000,000  $   6,000  $      -   $      -   $  6,000

Shares issued for cash
 at $0.01                  4,500,000      4,500    40,500          -     45,000

Shares issued for cash
 at $0.05                     54,000         54     2,646          -      2,700

Net loss for the period            -          -         -    (14,026)   (14,026)
                          ------------------------------------------------------

Balance, August 31, 2002  10,554,000  $  10,554  $ 43,146   $(14,026)  $ 39,674
                          ======================================================



<PAGE>

                              IGUANA VENTURES LTD.
                         (An Exploration Stage Company)


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 AUGUST 31, 2002
                            (Stated in U.S. Dollars)



1.     OPERATIONS

Organization

The  Company was incorporated in the State of Nevada, U.S.A., on April 12, 2002.

Exploration  Stage  Activities

The  Company  has  been in the exploration stage since its formation and has not
yet  realized any revenues from its planned operations.  It is primarily engaged
in  the  acquisition  and  exploration of mining properties.  Upon location of a
commercial minable reserve, the Company expects to actively prepare the site for
its  extraction  and  enter  a  development  stage.

Going  Concern

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.

As  shown  in  the accompanying financial statements, the Company has incurred a
net loss of $14,026 for the period from April 12, 2002 (inception) to August 31,
2002, and has no sales.  The future of the Company is dependent upon its ability
to  obtain  financing and upon future profitable operations from the development
of  its  mineral  properties.  Management  has  plans to seek additional capital
through  a  private  placement  and  public  offering  of its common stock.  The
financial  statements  do  not  include  any  adjustments  relating  to  the
recoverability  and  classification  of  recorded  assets, or the amounts of and
classification  of  liabilities that might be necessary in the event the Company
cannot  continue  in  existence.


2.     SIGNIFICANT  ACCOUNTING  POLICIES

The  consolidated  financial  statements  of  the  Company have been prepared in
accordance  with  generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future  events, the preparation of financial statements for a period necessarily
involves  the  use  of  estimates  which have been made using careful judgement.

The  consolidated  financial  statements  have,  in  management's  opinion, been
properly  prepared  within  reasonable  limits  of  materiality  and  within the
framework  of  the  significant  accounting  policies  summarized  below:


<PAGE>

                              IGUANA VENTURES LTD.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 AUGUST 31, 2002
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)





a)     Year End

The Company's year end is August 31st.

b)     Consolidation



These  consolidated financial statements include the accounts of the Company and
its  wholly-owned  Canadian  subsidiary  Iguana  Explorations  Inc.

c)     Mineral  Claim  Payments  and  Exploration  Costs

The  Company  expenses  all  costs  related  to the acquisition, maintenance and
exploration  of  mineral claims in which it has secured exploration rights prior
to  establishment of proven and probable reserves.  To date, the Company has not
established  the commercial feasibility of its exploration prospects, therefore,
all  costs  are  being  expensed.

d)     Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities,  and disclosure of
contingent  assets  and liabilities at the date of the financial statements, and
the  reported amounts of revenues and expenses for the reporting period.  Actual
results  could  differ  from  these  estimates.

e)     Foreign  Currency  Translation

The  Company's  functional currency is the U.S. dollar.  Transactions in foreign
currency  are  translated  into  U.S.  dollars  as  follows:

     i)   monetary  items  at  the  rate  prevailing  at the balance sheet date;
    ii)   non-monetary  items  at  the  historical  exchange  rate;
   iii)   revenue  and  expense  at  the  average  rate  in  effect  during  the
          applicable  accounting  period.

f)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for Income taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability approach for financial accounting, and reporting on income
taxes.  If it is more likely than not that some portion or all of a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.


<PAGE>

                              IGUANA VENTURES LTD.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 AUGUST 31, 2002
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

g)     Basic  and  Diluted  Loss  Per  Share

In  accordance  with  SFAS  No.  128  - "Earnings Per Share", the basic loss per
common  share  is computed by dividing net loss available to common stockholders
by  the  weighted average number of common shares outstanding.  Diluted loss per
common  share is computed similar to basic loss per common share except that the
denominator  is increased to include the number of additional common shares that
would  have  been outstanding if the potential common shares had been issued and
if  the additional common shares were dilutive.  At August 31, 2002, the Company
has  no  stock  equivalents that were anti-dilutive and excluded in the earnings
per  share  computation.


3.     MINERAL  CLAIM  INTEREST

On  June  1,  2002,  the  Company  acquired, by staking, a 100% interest in four
mineral  claims  located  in  British Columbia, Canada for cash consideration of
$3,258.  Since the Company has not established the commercial feasibility of the
mineral claim, the staking costs have been expensed.



<PAGE>


                              IGUANA VENTURES LTD.
                         (An Exploration Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                                NOVEMBER 30, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



<PAGE>


                              IGUANA VENTURES LTD.
                         (An Exploration Stage Company)

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

- -------------------------------------------------------
                              NOVEMBER 30     AUGUST 31
                                 2002           2002
- -------------------------------------------------------
<S>                            <C>             <C>
ASSETS

Current
  Cash                         $ 28,911   $ 44,123




                               --------------------
                               $ 28,911   $ 44,123
===================================================


LIABILITIES

Current
  Accounts payable             $  4,683   $  1,180
  Due to shareholder              3,269      3,269
                               --------------------
                                  7,952      4,449
                               --------------------

SHAREHOLDER'S EQUITY

Share Capital
  Authorized:
    100,000,000 common shares with a par value of
     $0.001 per share
    100,000,000 preferred shares with a par value of
     $0.001 per share

  Issued:
    10,554,000 common shares
     at November 30, 2002 and
     August 31, 2002             10,554     10,554

  Additional paid-in capital     43,146     43,146

Deficit Accumulated During
 The Exploration Stage          (32,741)   (14,026)
                               --------------------
                                 20,959     39,674
                               --------------------

                               $ 28,911   $ 44,123
===================================================

</TABLE>




<PAGE>


                              IGUANA VENTURES LTD.
                         (An Exploration Stage Company)

                   CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

- ------------------------------------------------------
                                           PERIOD FROM
                                THREE       INCEPTION
                                MONTHS       APRIL 12
                                ENDED        2002 TO
                             NOVEMBER 30   NOVEMBER 30
                               2002           2002
- ------------------------------------------------------
<S>                         <C>          <C>
Expenses
Mineral property payment    $         -  $ 3,258
Professional fees                13,139   22,605
Office and sundry                   576    1,878
Exploration expenditures          5,000    5,000
                            ---------------------
Net Loss For The Period          18,715  $32,741
                                         ========

Deficit Accumulated During
Exploration Stage,
Beginning Of Period              14,026
                            -----------
Deficit Accumulated During
 The Exploration Stage,
 End Of Period              $    32,741
=======================================

Basic And Diluted
 Loss Per Share             $      0.01
=======================================

Weighted Average Number
 Of Shares Outstanding       10,554,000
=======================================
</TABLE>




<PAGE>


                              IGUANA VENTURES LTD.
                         (An Exploration Stage Company)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

- ------------------------------------------------------
                                          PERIOD FROM
                                 THREE     INCEPTION
                                 MONTHS     APRIL 17
                                  ENDED     2002 TO
                             NOVEMBER 30  NOVEMBER 30
                                2002          2002
- ------------------------------------------------------
<S>                           <C>        <C>

Cash Flows From
Operating Activities
  Net loss for the period     $(18,715)  $(32,741)

Adjustments To Reconcile
 Net Loss To Net Cash
 Used By Operating Activities
  Change in accounts payable     3,503      4,683
  Change in due to shareholder       -      3,269
                             ---------------------
                               (15,212)   (24,789)
                             ---------------------

Cash Flows From
Financing Activity
Issue of share capital               -     53,700
                             ---------------------

Increase (Decrease) In Cash    (15,212)    28,911

Cash, Beginning Of Period       44,123          -
                             ---------------------

Cash, End Of Period           $ 28,911   $ 28,911
==================================================
</TABLE>




<PAGE>


                              IGUANA VENTURES LTD.
                         (An Exploration Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                NOVEMBER 30, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>


                               COMMON STOCK
                           ------------------------------  DEFICIT
                           NUMBER                          ACCUMULATED
                            OF                 ADDITIONAL  DURING THE
                            COMMON     PAR     PAID-IN     EXPLORATION
                            SHARES     VALUE   CAPITAL     STAGE      TOTAL
                          ---------------------------------------------------
<S>                       <C>         <C>      <C>       <C>        <C>
Shares issued for
 cash at $0.001            6,000,000  $ 6,000  $      -  $      -   $  6,000

Shares issued for
 cash at $0.01             4,500,000    4,500    40,500         -     45,000

Shares issued for
 cash at $0.05                54,000       54     2,646         -      2,700

Net loss for
 the period                        -        -         -   (14,026)   (14,026)
                          ---------------------------------------------------

Balance, August 31, 2002  10,554,000   10,554    43,146   (14,026)    39,674

Net loss for
 the period                        -        -         -   (18,715)   (18,715)

Balance,
November 30, 2002         10,554,000  $10,554  $ 43,146  $(32,741)  $ 20,959
                          ===================================================
</TABLE>




<PAGE>


                              IGUANA VENTURES LTD.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.     BASIS  OF  PRESENTATION

The unaudited consolidated financial statements as of November 30, 2002 included
herein have been prepared without audit pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included  in financial statements prepared  in accordance
with  United States generally accepted accounting principles have been condensed
or  omitted  pursuant  to  such  rules  and  regulations.  In  the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary  for  a  fair  presentation  have been included.  It is suggested that
these  consolidated  financial statements be read in conjunction with the August
31,  2002  audited  consolidated  financial  statements  and  notes  thereto.


2.     OPERATIONS

Organization

The  Company was incorporated in the State of Nevada, U.S.A., on April 12, 2002.

Exploration  Stage  Activities

The  Company  has  been in the exploration stage since its formation and has not
yet  realized any revenues from its planned operations.  It is primarily engaged
in  the  acquisition  and  exploration of mining properties.  Upon location of a
commercial minable reserve, the Company expects to actively prepare the site for
its  extraction  and  enter  a  development  stage.

Going  Concern

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss  of $32,741 for the period from April 12, 2002 (inception) to November
30,  2002,  and  has  no sales.  The future of the Company is dependent upon its
ability  to  obtain  financing  and  upon  future profitable operations from the
development  of its mineral properties.  Management has plans to seek additional
capital  through  a  private  placement and public offering of its common stock.
The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of  recorded  assets, or the amounts of and
classification  of  liabilities that might be necessary in the event the Company
cannot  continue  in  existence.



<PAGE>


                              IGUANA VENTURES LTD.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.     SIGNIFICANT  ACCOUNTING  POLICIES

The  consolidated  financial  statements  of  the  Company have been prepared in
accordance  with  generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future  events, the preparation of financial statements for a period necessarily
involves  the  use  of  estimates  which have been made using careful judgement.

The  consolidated  financial  statements  have,  in  management's  opinion, been
properly  prepared  within  reasonable  limits  of  materiality  and  within the
framework  of  the  significant  accounting  policies  summarized  below:





a)     Year End

The Company's year end is August 31st

Consolidation

These  consolidated financial statements include the accounts of the Company and
its  wholly-owned  Canadian  subsidiary  Iguana  Explorations  Inc.

b)     Mineral  Property  Payments  and  Exploration  Costs

The  Company  expenses  all  costs  related  to the acquisition, maintenance and
exploration  of  mineral claims in which it has secured exploration rights prior
to  establishment of proven and probable reserves.  To date, the Company has not
established  the commercial feasibility of its exploration prospects, therefore,
all  costs  are  being  expensed.

c)     Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities,  and disclosure of
contingent  assets  and liabilities at the date of the financial statements, and
the  reported amounts of revenues and expenses for the reporting period.  Actual
results  could  differ  from  these  estimates.

d)     Foreign  Currency  Translation

The  Company's  functional currency is the U.S. dollar.  Transactions in foreign
currency  are  translated  into  U.S.  dollars  as  follows:

i)   monetary  items  at  the  rate  prevailing  at  the  balance  sheet  date;
ii)  non-monetary  items  at  the  historical  exchange  rate;
iii) revenue  and  expense  at  the average rate in effect during the applicable
     accounting  period.


<PAGE>


                              IGUANA VENTURES LTD.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

e)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for Income taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability approach for financial accounting, and reporting on income
taxes.  If it is more likely than not that some portion or all of a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.

f)     Basic  and  Diluted  Loss  Per  Share

In  accordance  with  SFAS  No.  128  - "Earnings Per Share", the basic loss per
common  share  is computed by dividing net loss available to common stockholders
by  the  weighted average number of common shares outstanding.  Diluted loss per
common  share is computed similar to basic loss per common share except that the
denominator  is increased to include the number of additional common shares that
would  have  been outstanding if the potential common shares had been issued and
if  the  additional  common  shares  were  dilutive.  At  November 30, 2002, the
Company  has  no  stock  equivalents that were anti-dilutive and excluded in the
earnings  per  share  computation.


4.     MINERAL  CLAIM  INTEREST

On  June  1,  2002,  the  Company  acquired, by staking, a 100% interest in four
mineral  claims  located  in  British Columbia, Canada for cash consideration of
$3,258.  Since the Company has not established the commercial feasibility of the
mineral claim, the staking costs have been expensed.







<PAGE>






                              IGUANA VENTURES LTD.
                         (AN EXPLORATION STAGE COMPANY)


                        CONSOLIDATED FINANCIAL STATEMENTS


                                FEBRUARY 28, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

<PAGE>



                              IGUANA VENTURES LTD.
                         (AN EXPLORATION STAGE COMPANY)


                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


<TABLE>
<CAPTION>

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

                                     FEBRUARY 28  AUGUST 31
                                         2003       2002
- --------------------------------------------------------------------------------
<S>                                    <C>        <C>

ASSETS

CURRENT
Cash                                   $ 17,793   $ 44,123
================================================================================

LIABILITIES

CURRENT
Accounts payable                       $  8,373   $  1,180
Due to shareholder                        3,269      3,269
                                      -----------------------
                                         11,642      4,449
                                      -----------------------

SHAREHOLDER'S EQUITY

SHARE CAPITAL
Authorized:
100,000,000 common shares with
a par value of $0.001 per share
100,000,000 preferred shares with
a par value of $0.001 per share

Issued:
10,554,000 common shares at
February 28, 2003 and August 31, 2002    10,554     10,554

Additional paid-in capital               43,146     43,146

DEFICIT ACCUMULATED DURING
THE EXPLORATION STAGE                   (47,549)   (14,026)
                                      -----------------------
                                          6,151     39,674
                                      -----------------------

                                       $ 17,793   $ 44,123
================================================================================

</TABLE>



<PAGE>



                              IGUANA VENTURES LTD.
                         (AN EXPLORATION STAGE COMPANY)


                   CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
                                                   PERIOD FROM
                             THREE     SIX           INCEPTION
                            MONTHS     MONTHS        APRIL 12
                             ENDED     ENDED         2002 TO
                     FEBRUARY 28     FEBRUARY 28   FEBRUARY 28
                             2003         2003         2003
- --------------------------------------------------------------------------------
<S>                         <C>          <C>          <C>

EXPENSES
Mineral claim payment       $         -  $         -  $ 3,258
Professional fees                12,080       25,219   34,685
Office and sundry                   453        1,029    2,331
Exploration expenditures              -        5,000    5,000
Transfer agent fees               2,275        2,275    2,275
                           --------------------------------------
NET LOSS FOR THE PERIOD          14,808       33,523  $47,549
                                                      ========
DEFICIT ACCUMULATED DURING
EXPLORATION STAGE,
BEGINNING OF PERIOD              32,741       14,026
                               -----------------------

DEFICIT ACCUMULATED DURING
THE EXPLORATION STAGE,
END OF PERIOD               $    47,549  $    47,549
======================================================

BASIC AND DILUTED
LOSS PER SHARE              $      0.01  $      0.01
======================================================

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING        10,554,000   10,554,000
======================================================
</TABLE>



<PAGE>



                              IGUANA VENTURES LTD.
                         (AN EXPLORATION STAGE COMPANY)


                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
                                                      PERIOD FROM
                             THREE       SIX          INCEPTION
                            MONTHS       MONTHS       APRIL 17
                             ENDED       ENDED        2002 TO
                          FEBRUARY 28  FEBRUARY 28  FEBRUARY 28
                                 2003       2003       2003
- --------------------------------------------------------------------------------
<S>                            <C>        <C>        <C>

CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss for the period        $(14,808)  $(33,523)  $(47,549)

ADJUSTMENTS TO RECONCILE
NET LOSS TO NET CASH
USED BY OPERATING ACTIVITIES
Change in accounts payable        3,690      7,193      8,373
Change in due to shareholder          -          -      3,269
                                 ------------------------------
                                (11,118)   (26,330)   (35,907)
                                 ------------------------------

CASH FLOWS FROM
FINANCING ACTIVITY
Issue of share capital                -          -     53,700
                                 ------------------------------

INCREASE (DECREASE)
IN CASH                         (11,118)   (26,330)    17,793

CASH, BEGINNING OF PERIOD        28,911     44,123          -
                                 ------------------------------

CASH, END OF PERIOD            $ 17,793   $ 17,793   $ 17,793
================================================================================

</TABLE>



<PAGE>



                              IGUANA VENTURES LTD.
                         (AN EXPLORATION STAGE COMPANY)


                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


                                FEBRUARY 28, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


<TABLE>
<CAPTION>


                               COMMON STOCK         DEFICIT
                              --------------        ACCUMULATED
                       NUMBER                       DURING THE
                        OF              ADDITIONAL  EXPLORATION
                      COMMON     PAR      PAID-IN    STAGE
                      SHARES     VALUE    CAPITAL             TOTAL
                    ------------------------------------------------------------
<S>                 <C>         <C>      <C>       <C>        <C>
Shares issued
for cash at $0.001   6,000,000  $ 6,000  $      -  $      -   $  6,000

Shares issued for
cash at $0.01        4,500,000    4,500    40,500         -     45,000

Shares issued for
cash at $0.05           54,000       54     2,646         -      2,700

Net loss for
the period                   -        -         -   (14,026)   (14,026)
                    ------------------------------------------------------------

Balance,
August 31, 2002     10,554,000   10,554    43,146   (14,026)    39,674

Net loss for
the period                   -        -         -   (33,523)   (33,523)
                    ------------------------------------------------------------

Balance,
February 28, 2003   10,554,000  $10,554  $ 43,146  $(47,549)  $  6,151
                    ============================================================
</TABLE>



<PAGE>



                              IGUANA VENTURES LTD.
                         (AN EXPLORATION STAGE COMPANY)


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                FEBRUARY 28, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



1.   BASIS  OF  PRESENTATION

     The  unaudited  consolidated  financial  statements as of February 28, 2003
     included  herein have been prepared without audit pursuant to the rules and
     regulations  of the Securities and Exchange Commission. Certain information
     and footnote disclosures normally included in financial statements prepared
     in  accordance  with United States generally accepted accounting principles
     have  been  condensed or omitted pursuant to such rules and regulations. In
     the  opinion of management, all adjustments (consisting of normal recurring
     accruals)  considered necessary for a fair presentation have been included.
     It  is  suggested  that  these consolidated financial statements be read in
     conjunction  with  the  August  31,  2002  audited  consolidated  financial
     statements  and  notes  thereto.


2.   OPERATIONS

     Organization

     The  Company  was incorporated in the State of Nevada, U.S.A., on April 12,
     2002.

     Exploration  Stage  Activities

     The  Company  has been in the exploration stage since its formation and has
     not  yet realized any revenues from its planned operations. It is primarily
     engaged  in the acquisition and exploration of mining claims. Upon location
     of  a  commercial  minable reserve, the Company expects to actively prepare
     the  site  for  its  extraction  and  enter  a  development  stage.

     Going  Concern

     The  accompanying  financial  statements  have  been  prepared assuming the
     Company  will  continue  as  a  going  concern.

     As shown in the accompanying financial statements, the Company has incurred
     a  net  loss  of  $47,549 for the period from April 12, 2002 (inception) to
     February 28, 2003, and has no sales. The future of the Company is dependent
     upon  its ability to obtain financing and upon future profitable operations
     from  the  development  of its mineral claims. Management has plans to seek
     additional  capital  through a private placement and public offering of its
     common  stock.  The  financial  statements  do  not include any adjustments
     relating  to  the  recoverability and classification of recorded assets, or
     the amounts of and classification of liabilities that might be necessary in
     the  event  the  Company  cannot  continue  in  existence.



<PAGE>



                              IGUANA VENTURES LTD.
                         (AN EXPLORATION STAGE COMPANY)


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                FEBRUARY 28, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



3.   SIGNIFICANT  ACCOUNTING  POLICIES

     The  consolidated financial statements of the Company have been prepared in
     accordance  with  generally  accepted  accounting  principles in the United
     States.  Because  a precise determination of many assets and liabilities is
     dependent upon future events, the preparation of financial statements for a
     period necessarily involves the use of estimates which have been made using
     careful  judgement.

     The  consolidated  financial statements have, in management's opinion, been
     properly  prepared  within  reasonable limits of materiality and within the
     framework  of  the  significant  accounting  policies  summarized  below:

     a)  Year  End

     The  Company's  year  end  is  August  31.

     b)  Consolidation

     These consolidated financial statements include the accounts of the Company
     and  its  wholly-owned  Canadian  subsidiary  Iguana  Explorations  Inc.

     c)  Mineral  Claim  Payments  and  Exploration  Costs

     The  Company expenses all costs related to the acquisition, maintenance and
     exploration  of  mineral  claims in which it has secured exploration rights
     prior  to  establishment  of  proven  and  probable  reserves. To date, the
     Company  has  not established the commercial feasibility of its exploration
     prospects,  therefore,  all  costs  are  being  expensed.

     d)  Use  of  Estimates

     The  preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities, and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial statements, and the reported amounts of revenues and expenses for
     the  reporting  period.  Actual  results could differ from these estimates.



<PAGE>



                              IGUANA VENTURES LTD.
                         (AN EXPLORATION STAGE COMPANY)


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                FEBRUARY 28, 2003
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)




3.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     e)   Foreign  Currency  Translation

          The  Company's functional currency is the U.S. dollar. Transactions in
          foreign  currency  are  translated  into  U.S.  dollars  as  follows:

          i)   monetary  items at the rate prevailing at the balance sheet date;
          ii)  non-monetary  items  at  the  historical  exchange  rate;
          iii) revenue  and  expense  at  the  average rate in effect during the
               applicable  accounting  period.

     f)   Income  Taxes

          The  Company  has  adopted Statement of Financial Accounting Standards
          No.  109  -  "Accounting  for  Income taxes" (SFAS 109). This standard
          requires  the  use  of  an  asset and liability approach for financial
          accounting,  and  reporting on income taxes. If it is more likely than
          not  that  some  portion  or  all  of a deferred tax asset will not be
          realized,  a  valuation  allowance  is  recognized.

     g)   Basic  and  Diluted  Loss  Per  Share

          In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss
          per  common share is computed by dividing net loss available to common
          stockholders  by  the  weighted  average  number  of  common  shares
          outstanding.  Diluted  loss  per  common  share is computed similar to
          basic  loss  per common share except that the denominator is increased
          to include the number of additional common shares that would have been
          outstanding  if the potential common shares had been issued and if the
          additional  common  shares  were  dilutive.  At February 28, 2003, the
          Company  has no stock equivalents that were anti-dilutive and excluded
          in  the  earnings  per  share  computation.

4.   MINERAL  CLAIM  INTEREST

     On  June 1, 2002, the Company acquired, by staking, a 100% interest in four
     mineral  claims  located in British Columbia, Canada for cash consideration
     of $3,258. Since the Company has not established the commercial feasibility
     of  the  mineral  claim,  the  staking  costs  have  been  expensed.








<PAGE>


                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We  have  had  no  changes  in  or  disagreements  with  our  accountants.


                              AVAILABLE INFORMATION

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

                                       48

<PAGE>


                                     PART II


                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM  24.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

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

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

     (1)  a  willful failure to deal fairly with the company or its shareholders
          in  connection  with  a  matter  in  which the director has a material
          conflict  of  interest;
     (2)  a  violation of criminal law (unless the director had reasonable cause
          to  believe  that his or her conduct was lawful or no reasonable cause
          to  believe  that  his  or  her  conduct  was  unlawful);
     (3)  a  transaction  from  which  the director derived an improper personal
          profit;  and
     (4)  willful  misconduct.


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

     (1)  such  indemnification  is  expressly  required  to  be  made  by  law;
     (2)  the  proceeding  was  authorized  by  our  Board  of  Directors;
     (3)  such  indemnification  is  provided  by  us,  in  our sole discretion,
          pursuant  to  the  powers  vested  us  under  Nevada  law;  or
     (4)  such  indemnification  is  required to be made pursuant to the bylaws.

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

Our  bylaws  provide  that  no  advance shall be made by us to an officer of the
company,  except by reason of the fact that such officer is or was a director of
the  company  in which event this paragraph shall not apply, in any action, suit
or  proceeding,  whether  civil, criminal, administrative or investigative, if a
determination  is reasonably and promptly made: (a) by the board of directors by
a  majority vote of a quorum consisting of directors who were not parties to the
proceeding,  or  (b) if such quorum is not obtainable, or, even if obtainable, a
quorum  of disinterested directors so directs, by independent legal


                                       49

<PAGE>

counsel  in a written opinion, that the facts known to the decision-making party
at the time such determination is made demonstrate clearly and convincingly that
such  person  acted in bad faith or in a manner that such person did not believe
to  be  in  or  not  opposed  to  the  best  interests  of  the  company.

ITEM  25.  OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION

The  estimated  costs  of  this  offering  are  as  follows:

Securities  and  Exchange  Commission  registration  fee        $    20.95
Federal  Taxes                                                  $   NIL
State  Taxes  and  Fees                                         $   NIL
Transfer  Agent  Fees                                           $ 2,000
Accounting  fees  and  expenses                                 $ 3,000
Legal  fees  and  expenses                                      $20,000





Printing  and  engraving  costs                                 $   500
                                                             --------------

Total                                                           $25,520.95
                                                             ==============




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

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

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

ITEM  26.  RECENT  SALES  OF  UNREGISTERED  SECURITIES

We  issued  6,000,000  shares  of  common  stock on June 17, 2002 to Mr. Michael
Young.  Mr.  Young  is  our  president  and  a director.  Mr. Young acquired all
6,000,000  shares  at a price of $0.001 per share.  Our total proceeds from this
sale  were  $6,000.  These  shares  were  issued pursuant to Section 4(2) of the
Securities  Act  of  1933  and  are  restricted  shares  as  defined in the Act.




We  completed  an offering of 4,500,000 shares of our common stock at a price of
$0.01  per  share  to  a  total of fifty purchasers on July 11, 2002.  The total
amount  we received from this offering was $45,000.00. We completed the offering
pursuant  to  Regulation S of the Securities Act.  Each purchaser represented to
us that he was a non-US person as defined in Regulation S.  We did not engage in
a  distribution  of  this  offering  in  the  United  States.  Each  purchaser
represented  his intention to acquire the securities for investment only and not
with a view toward distribution.  We requested our stock transfer agent to affix
appropriate  legends  to  the  stock  certificate  issued  to  each purchaser in
accordance  with  Regulation  S  and  the transfer agent affixed the appropriate
legends.  Each  investor  was  given  adequate  access to sufficient information
about  us  to make an informed investment decision.  None of the securities were
sold  through  an  underwriter  and  accordingly,  there  were  no  underwriting
discounts  or  commissions involved.  No registration rights were granted to any
of  the  purchasers.

We  completed  an  offering  of  54,000 shares of our common stock at a price of
$0.05  per share to a total of fifty one purchasers on July 31, 2002.  The total
amount  we  received from this offering was $2,700.00. We completed the offering
pursuant  to  Regulation S of the Securities Act.  Each purchaser represented to
us that he was a non-US person as defined in Regulation S.  We did not engage in
a  distribution  of  this  offering  in  the  United  States.  Each  purchaser
represented  his intention to acquire


                                       50

<PAGE>


the  securities  for investment only and not with a view toward distribution. We
requested  our  stock  transfer  agent to affix appropriate legends to the stock
certificate  issued  to  each  purchaser in accordance with Regulation S and the
transfer agent affixed the appropriate legends. Each investor was given adequate
access  to  sufficient  information  about  us  to  make  an informed investment
decision.  None  of  the  securities  were  sold  through  an  underwriter  and
accordingly,  there  were  no underwriting discounts or commissions involved. No
registration  rights  were  granted  to  any  of  the  purchasers.



The  availability of Regulation S is dependent upon the satisfaction of a series
of  requirements:

(1)  Rule:  All  offers  and  sales  must  be  made in offshore transactions.
     ----
     Compliance:  All  offers  and  sales  were  made to non-U.S. residents.
     ----------
     Each subscriber  is  a  resident  of  Canada.

(2)  Rule:   No  directed  selling efforts can be made in the United States by
     ----
     the  us, a distributor, their affiliates, or any person acting on behalf of
     any  of  the  foregoing.
     Compliance:  No  directed  selling  efforts were made in the United States.
     ----------

(3)  Rule:  The  issuer  must satisfy the conditions of Category 1, 2 or 3
     ----
     of  Rule  903,  Regulation  S.
     Compliance:     We  have  complied  with the conditions of Category 3 of
     ----------
     903(b):

     (a)  Rule:  Offering  restrictions  must  be  implemented.
          ----
          Compliance:  We  implemented  offering  restrictions  in  the
          ----------
          Subscription Agreements with  investors;

     (b)  Rule:  All  offers or sales made prior to the expiration of a one-year
          ----
          distribution  compliance  period (i.e., January 31, 2003) may not have
          been  made  to  a  U.S. person or for the account or benefit of a U.S.
          person.
          Compliance:  The purchasers in this offering are non-U.S. residents.
          ----------
          These  purchasers have not offered or sold their shares to date. Their
          shares  are  being  registered  as part of this form SB-2 registration
          statement;

     (c)  Rule:  Offers  or  sales  made  prior  to the expiration of a one-year
          ----
          distribution  compliance  period  must  have been made pursuant to the
          following  four  conditions:

          i.   Rule:  The purchaser of the securities certified that it is not a
               ----
               U.S.  person  and is not acquiring the securities for the account
               or  benefit  of any U.S. person or is a U.S. person who purchased
               securities  in  a  transaction  that did not require registration
               under  the  Act.
               Compliance:  The  purchasers  in  this  offering so agreed in
               ----------
               their  Subscription  Agreement.

          ii.  Rule:  The  purchaser  of  the  securities  agreed to resell such
               ----
               securities  only  in accordance with the provisions of Regulation
               S,  pursuant to a registration statement under the Securities Act
               of  1933,  as  amended  (the  "Act"), or pursuant to an available
               exemption  from registration; and agreed not to engage in hedging
               transactions  with regard to such securities unless in compliance
               with  the  Act.
               Compliance:  The  purchasers  in  the  offering  so  agreed  in
               ----------
               the  Subscription  Agreement.


                                       51

<PAGE>






          iii. Rule:  The  issuer's  securities contained a legend to the effect
               ----
               that  transfer  is  prohibited  except  in  accordance  with  the
               provisions of Regulation S, or pursuant to an available exemption
               from  registration; and that hedging transactions involving those
               securities  may  not  be  conducted unless in compliance with the
               Act.
               Compliance:  A  restricted  legend,  as  described  below,  is
               ----------
               affixed  to  each  purchaser's share certificate representing all
               shares  purchased  in  the  offering  made  under  Regulation  S.



               "THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
               REGISTERED  UNDER  THE  UNITED  STATES SECURITIES ACT OF 1933, AS
               AMENDED  AND  MAY NOT BE SOLD, PLEDGED, HYPOTECATED, OR OTHERWISE
               TRANFERRED  IN  THE  UNITED  STATES  BY  A U.S. PERSON UNLESS THE
               SECURITIES  ARE  REGISTERED  UNDER  THE SECURITIES ACT OF 1933 OR
               EXEMPTION  FROM  SUCH REGISTRATION UNDER THE ACT IS APPLICABLE OR
               AS OTHERWISE PROVIDED IN REGULATION S PROMULGATED UNDER SUCH ACT.
               NO  OFFERS OR SALES OR TRANSFER (INCLUDING INTERESTS THEREIN) MAY
               BE  MADE  OF  ANY  OF THE SECURITIES IN THE UNITED STATES OR TO A
               U.S.  PERSON  OR  FOR  THE  ACCOUNT AND BENEFIT OF A U.S. PERSON,
               EXCEPT  AS  PERMITTED  BY  REGULATION  S."

          iv.  Rule:  The  issuer is required, either by contract or a provision
               ----
               in  its  bylaws,  articles or charter or comparable documents, to
               refuse  to  register  any  transfer of the securities not made in
               accordance  with  the  provisions  of  Regulation  S, pursuant to
               registration under the Act, or pursuant to an available exemption
               from  registration; provided, however, that if the securities are
               in  bearer  form  or  foreign  law  prevents  the  issuer  of the
               securities  from refusing to register securities transfers, other
               reasonable  procedures (such as the Regulation S legend described
               above)  are implemented to prevent any transfer of the securities
               not  made  in  accordance  with  the  provisions of Regulation S.
               Compliance:  Iguana Ventures Ltd. and each subscriber both agreed
               ----------
               in their respective Subscription Agreement that we will refuse to
               register  any  transfer  of these Regulation S shares not made in
               accordance  with  the  above-stated  rule.

     (d)  Rule:  Each distributor selling securities to a distributor, a dealer,
          ----
          or a person receiving a selling commission, fee or other remuneration,
          prior  to the expiration of a 40-day distribution compliance period in
          the  case  of  debt  securities, or a one-year distribution compliance
          period in the case of equity securities, sends a confirmation or other
          notice  to  the purchaser stating that the purchaser is subject to the
          same  restrictions  on  offers  and sales that apply to a distributor.
          Compliance:  Not  applicable  to  facts  of  offering.
          ----------

                                       52

<PAGE>


ITEM  27.  EXHIBITS

Exhibit
Number     Description
- --------------------------------------------------------------------------------
3.1     Articles  of  Incorporation  (1)
3.2     Amended  By-Laws  (1)
5.1     Opinion  of  Cane  O'Neill  Taylor,  LLC,  with  consent  to  use  (1)
10.1    Bill  of  Sale  (1)
23.1    Consent  of  Morgan  &  Company,  Chartered  Accountants
23.2    Consent  of  W.G.  Timmins,  Consulting  Geologist




(1)  Previously  included  as  an  exhibit  to  SB-2  filed  November  29,  2002




ITEM  28.  UNDERTAKINGS

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:

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

     (b)  To  reflect  in  the  prospectus any facts or events arising after the
          effective  date  of  this  registration  statement,  or  most  recent
          post-effective  amendment,  which,  individually  or in the aggregate,
          represent  a  fundamental  change in the information set forth in this
          registration  statement;  and

     (c)  To  include  any  material  information  with  respect  to the plan of
          distribution  not  previously disclosed in this 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,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     registration  statement  relating to the securities offered herein, and the
     offering  of such securities at that time shall be deemed to be the initial
     bona  fide  offering  thereof.

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

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted  to  our  directors,  officers  and controlling persons
pursuant to the provisions above, or otherwise, we have been advised that in the
opinion  of  the  Securities  and  Exchange  Commission  such indemnification is
against  public  policy  as  expressed  in  the  Securities Act of 1933, and is,
therefore,  unenforceable.


                                       53

<PAGE>


In  the  event  that a claim for indemnification against such liabilities, other
than  the  payment  by  us of expenses incurred or paid by one of our directors,
officers,  or  controlling persons in the successful defense of any action, suit
or  proceeding,  is  asserted  by one of our directors, officers, or controlling
person  sin  connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  is  against public policy as expressed in the Securities Act of
1933,  and  we  will  be  governed  by  the  final  adjudication  of such issue.

                                       54

<PAGE>


                                   SIGNATURES




In  accordance  with  the  requirements  of  the  Securities  Act  of  1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing on Form SB-2 and authorized this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, in the City of
Vancouver,  British  Columbia,  Canada  on  May  6,  2003.



                                          IGUANA  VENTURES  LTD.

                                  By: /s/ Michael  Young
                                     _________________________
                                     Michael  Young
                                     President  and  Director


                                     (Principal  Executive  Officer)


                                  By:  /s/ Vicki  White
                                     _________________________
                                     Vicki  White
                                     Secretary, Treasurer and Director
                                     (Principal  Financial  Officer)
                                     (Principal  Accounting  Officer)



                                       55

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>geolconsent.txt
<TEXT>
<PAGE>



                              WGT CONSULTANTS LTD.
                           410 - 455 Granville Street
                              Vancouver, BC V6C 1T1






                        CONSENT OF GEOLOGICAL CONSULTANT
                        --------------------------------



I  hereby consent to the inclusion and reference of my report dated September 6,
2002,  entitled  "Report  on  the  Saucy Mineral Claims", and my recommendations
provided  in  my  September  26,  2002  letter  based on the Phase I Exploration
Program  completed  on  September  18, 2002, in Amendment No. 2 to the Form SB-2
Registration  Statement  to  be  filed  by Iguana Ventures, Inc. with the United
States  Securities  and  Exchange  Commission.




Dated  the  6th  day  of  May,  2003






/s/ W.G.  Timmins
- ------------------------
W.G.  Timmins,  P.Eng.
Consulting  Geologist




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
