---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended January 31, 2005

Commission File Number: 0-31539

COVENTURE INTERNATIONAL INC.
  (Exact name of small business issuer as specified in its charter)

|Delaware                        | 98-0231607         
|------------------------------- | -------------------
|(Jurisdiction of Incorporation) | (I.R.S. Employer   
|                                | Identification No.)

404 First Street West, Unit 3Cochrane, Alberta, Canada T4C 1A5


Registrant's telephone number, including area code: (403) 851-2600

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the past 12 months (or for such shorter period that the registrant was required
  to file such reports) and (2) has been subject to such filing requirements for
  the past 90 days.) Yes x No  ̈

As of March 15, 2005 the Company had 7,022,200 shares of common
  stock issued and outstanding.

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INDEX

|PART I  | FINANCIAL INFORMATION |                                                                                                                                                                           |         
|------- | --------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|        |                       |                                                                                                                                                                           |         
|        | ITEM  1               | Financial Statements                                                                                                                                                      | F-1     
|        |                       |                                                                                                                                                                           |         
|        |                       | Consolidated Balance Sheets at January 31,
      2005 (unaudited) and July 31, 2004 (audited)                                                                             | F-2     
|        |                       |                                                                                                                                                                           |         
|        |                       | Consolidated Statements
        of Operations for the three months ended January 31, 2005 and 2004
        and the six months ended January 31, 2005 and 2004 (unaudited) | F-3     
|        |                       |                                                                                                                                                                           |         
|        |                       | Consolidated Statements of Cash Flows for
      the six months ended January 31, 2005 and 2004 (unaudited)                                                                | F-4     
|        |                       |                                                                                                                                                                           |         
|        |                       | Notes To Consolidated Financial Statements                                                                                                                                | F-5– F-9
|        |                       |                                                                                                                                                                           |         
|        | ITEM  2               | Management's Discussion and Analysis or
      Plan of Operation                                                                                                           | 10      
|        |                       |                                                                                                                                                                           |         
|        | ITEM  3               | Controls and Procedures                                                                                                                                                   | 14      
|        |                       |                                                                                                                                                                           |         
|PART II | OTHER INFORMATION     |                                                                                                                                                                           |         
|        |                       |                                                                                                                                                                           |         
|        | ITEM  1               | Legal Proceedings                                                                                                                                                         | 15      
|        |                       |                                                                                                                                                                           |         
|        | ITEM  2               | Unregistered Sales of Equity Securities
      and Use of Proceeds                                                                                                         | 15      
|        |                       |                                                                                                                                                                           |         
|        | ITEM  3               | Defaults upon Senior Securities                                                                                                                                           | 15      
|        |                       |                                                                                                                                                                           |         
|        | ITEM  4               | Submission of Matters to a Vote of Security
      Holders                                                                                                                 | 15      
|        |                       |                                                                                                                                                                           |         
|        | ITEM  5               | Other Information                                                                                                                                                         | 15      
|        |                       |                                                                                                                                                                           |         
|        | ITEM  6               | Exhibits                                                                                                                                                                  | 15      
|        |                       |                                                                                                                                                                           |         
|        | SIGNATURES            |                                                                                                                                                                           |         

(ii)

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying consolidated balance sheets of Coventure
  International Inc. and subsidiary at January 31, 2005 and July 31, 2004 and
  the consolidated statements of operations and consolidated statements of cash
  flows for the six months ended January 31, 2005 and 2004 have been prepared
  by the Company’s management in conformity with accounting principles generally
  accepted in the United States of America. In the opinion of management, all
  adjustments considered necessary for a fair presentation of the results of operations
  and financial position have been included and all such adjustments are of a
  normal recurring nature.

Operating results for the six months ended January 31, 2005,
  are not necessarily indicative of the results that can be expected for the year
  ending July 31, 2005.

F-1

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Coventure International Inc.
  Consolidated Balance Sheets
  (expressed in U.S. dollars)

|                                                                                                     | January 31, |   | July 31,  |  
|---------------------------------------------------------------------------------------------------- | ----------- | - | --------- | -
|                                                                                                     | 2005        |   | 2004      |  
|                                                                                                     | $           |   | $         |  
|                                                                                                     | (Unaudited) |   | (Audited) |  
|ASSETS                                                                                               |             |   |           |  
|Current Assets                                                                                       |             |   |           |  
|Cash                                                                                                 | –           |   | 940       |  
|Accounts receivable, net of allowance for
      doubtful accounts of $1,223 and $3,337, respectively | 1,916       |   | 5,364     |  
|Prepaid expenses and deposits                                                                        | 2,137       |   | 1,636     |  
|Total Current Assets                                                                                 | 4,053       |   | 7,940     |  
|Property and Equipment (Note 3)                                                                      | 26,105      |   | 20,935    |  
|Equipment under capital lease (Note 4)                                                               | 12,167      |   | –         |  
|Total Assets                                                                                         | 42,325      |   | 28,875    |  
|                                                                                                     |             |   |           |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                |             |   |           |  
|Current Liabilities                                                                                  |             |   |           |  
|Bank overdraft                                                                                       | 1,394       |   | –         |  
|Accounts payable                                                                                     | 51,581      |   | 24,932    |  
|Accrued liabilities                                                                                  | 3,755       |   | 8,750     |  
|Current portion of capital lease (Note 4)                                                            | 3,819       |   | –         |  
|Deferred revenue                                                                                     | 45,980      |   | 49,089    |  
|Due to related parties (Note 5)                                                                      | 102,504     |   | 55,537    |  
|Total Current Liabilities                                                                            | 209,033     |   | 138,308   |  
|Capital lease obligation (Note 4)                                                                    | 6,988       |   | –         |  
|Due to related parties (Note 5)                                                                      | –           |   | 24,078    |  
|Total Liabilities                                                                                    | 216,021     |   | 162,386   |  
|Contingencies and Commitment (Notes 1 and 6)                                                         |             |   |           |  
|Stockholders’ Deficit                                                                                |             |   |           |  
|Preferred Stock:                                                                                     |             |   |           |  
|5,000,000 shares authorized, $0.0001 par
      value, none issued                                    | –           |   | –         |  
|Common Stock:                                                                                        |             |   |           |  
|30,000,000 shares authorized, $0.0001
      par value                                                |             |   |           |  
|7,022,200 shares issued and outstanding                                                              | 702         |   | 702       |  
|Additional Paid-in Capital                                                                           | 139,280     |   | 139,280   |  
|Accumulated Other Comprehensive Loss                                                                 | (7,676      | ) | (981      | )
|Deficit                                                                                              | (306,002    | ) | (272,512  | )
|Total Stockholders’ Deficit                                                                          | (173,696    | ) | (133,511  | )
|Total Liabilities and Stockholders’ Deficit                                                          | 42,325      |   | 28,875    |  

(The Accompanying Notes are an Integral Part of the Consolidated
  Financial Statements)
  F–2

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Coventure International Inc. 
  Consolidated Statements of Operations 
  (expressed in U.S. dollars) 
  (Unaudited)

|                                              | Three Months Ended |   | Six Months Ended |  
|--------------------------------------------- | ------------------ | - | ---------------- | -
|                                              | January 31,        |   | January 31,      |  
|                                              | 2005               |   | 2004             |  
|                                              | $                  |   | $                |  
|Revenue                                       | 66,270             |   | 22,829           |  
|                                              |                    |   |                  |  
|Expenses                                      |                    |   |                  |  
|Advertising and promotion                     | 10,331             |   | 7,538            |  
|Amortization                                  | 3,267              |   | 1,180            |  
|Commissions                                   | 11,909             |   | 3,149            |  
|General and administrative                    | 21,108             |   | 14,413           |  
|Management fees and wages (Note 5)            | 5,653              |   | 18,476           |  
|Professional fees                             | 5,228              |   | 5,750            |  
|Subcontract                                   | 25,145             |   | 8,231            |  
|Total Expenses                                | 82,641             |   | 58,737           |  
|Net Loss                                      | (16,371            | ) | (35,908          | )
|Other Comprehensive Income (Loss)             |                    |   |                  |  
|Foreign
      Currency translation adjustment | 2,517              |   | –                |  
|Comprehensive Loss                            | (13,854            | ) | (35,908          | )
|Net Loss Per Share – Basic and Diluted        | –                  |   | (0.01            | )
|Weighted Average Shares Outstanding           | 7,022,000          |   | 7,022,000        |  

(The Accompanying Notes are an Integral Part of the Consolidated
  Financial Statements)
  F–3

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Coventure International Inc. 
  Consolidated Statements of Cash Flows
  (expressed in U.S. dollars)
  (Unaudited)

|                                                                                | Six Months Ended |  
|------------------------------------------------------------------------------- | ---------------- | -
|                                                                                | January 31,      |  
|                                                                                | 2005             |  
|                                                                                | $                |  
|Cash Flows From (To) Operating Activities                                       |                  |  
|Net loss                                                                        | (33,490          | )
|Adjustment to reconcile net loss to net cash used in
      operating activities |                  |  
|Amortization                                                                    | 5,881            |  
|Changes in operating assets and
      liabilities                               |                  |  
|Accounts
      receivable                                                       | 3,818            |  
|Prepaid expenses
      and deposits                                             | (380             | )
|Accounts
      payable and accrued liabilities                                  | 20,601           |  
|Due to related
      parties                                                    | 19,045           |  
|Deferred revenue                                                                | (6,631           | )
|Net Cash Provided by (Used
      In) Operating Activities                       | 8,844            |  
|Cash Flows To Investing Activities                                              |                  |  
|Purchase
      of property and equipment                                        | (21,245          | )
|Net Cash Used In Investing
      Activities                                     | (21,245          | )
|Cash Flows From Financing Activities                                            |                  |  
|Proceeds from sale-leaseback of
      equipment                                 | 12,614           |  
|Principal repayments on capital
      lease                                     | (1,721           | )
|Advances from related parties                                                   | –                |  
|Proceeds
      from issue of common stock                                       | –                |  
|Net Cash Provided By Financing
      Activities                                 | 10,893           |  
|Effect of Exchange Rate Changes
      on Cash                                   | (826             | )
|Net Decrease in Cash                                                            | (2,334           | )
|Cash – Beginning of Period                                                      | 940              |  
|(Bank overdraft)/Cash – End of Period                                           | (1,394           | )
|Non-cash Investing and Financing Activities                                     | –                |  
|                                                                                |                  |  
|Supplemental Disclosures                                                        |                  |  
|Interest paid                                                                   | –                |  
|Income taxes paid                                                               | –                |  

(The Accompanying Notes are an Integral Part of the Consolidated
  Financial Statements)
  F–4

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Coventure International Inc. 
  Notes to the Consolidated Financial Statements
  (expressed in U.S. dollars)
  January 31, 2005
  (Unaudited)

|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Coventure International Inc. (the “Company”)
        was incorporated in the State of Delaware, U.S.A. on March 31, 1999 as
        Bullet Environmental Systems, Inc. and changed its name on May 25, 2000
        to Liquidpure Corp. On February 14, 2002, the Company changed its name
        to Coventure International Inc. These financial statements include the
        accounts of the Company and its wholly-owned subsidiary Coventure Canada
        Inc. (the “Subsidiary”). The Subsidiary was incorporated in
        the Province of Alberta, Canada on February 5, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company is engaged in the business
        of providing management consulting, accounting and tax services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company’s planned principal
        activities have commenced and the Company has generated sufficient revenues
        that indicate planned principal activities have commenced. As a result,
        the Company emerged from the development stage during the 2004 fiscal
        year. As at January 31, 2005, the Company has a working capital deficiency
        of $204,980, and accumulated losses of $306,002 since inception.
        The continuation of the Company as a going concern is dependent upon the
        continued financial support from its shareholders, the ability of the
        Company to obtain necessary equity financing to continue operations and
        to generate profitable operations. There is no guarantee that the Company
        will be able to raise any equity financing or generate profitable operations.
        These financial statements have been prepared on a going concern basis,
        which implies the Company will continue to realize its assets and discharge
        its liabilities in the normal course of business. These financial statements
        do not include any adjustments to the recoverability and classification
        of recorded asset amounts and classification of liabilities that might
        be necessary should the Company be unable to continue as a going concern.
        These factors raise substantial doubt regarding the Company’s ability
        to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

(The Accompanying Notes are an Integral Part of the Consolidated
  Financial Statements)
  F–5

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Coventure International Inc. 
  Notes to the Consolidated Financial Statements
  (expressed in U.S. dollars)
  January 31, 2005
  (Unaudited)

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|   |                                                       
|   | (f)                                                   
|   |                                                       
|   |                                                       
|   |                                                       
|   | (g)                                                   
|   |                                                       
|   |                                                       
|   |                                                       
|   | (h)                                                   
|   |                                                       
|   |                                                       
|   |                                                       
|   | (i)                                                   
|   |                                                       
|   |                                                       
|   |                                                       
|   | (j)                                                   
|   |                                                       
|   |                                                       
|   |                                                       
|   |                                                       
|   |                                                       
|   | (k)                                                   
|   |                                                       
|   |                                                       

(The Accompanying Notes are an Integral Part of the Consolidated
  Financial Statements)
  F–6

---

Coventure International Inc. 
  Notes to the Consolidated Financial Statements
  (expressed in U.S. dollars)
  January 31, 2005
  (Unaudited)

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|   |                                                       
|   | (l)                                                   
|   |                                                       
|   |                                                       
|   |                                                       
|   | (m)                                                   
|   |                                                       
|   |                                                       
|   |                                                       
|   |                                                       
|   |                                                       
|   | (n)                                                   
|   |                                                       
|   |                                                       

(The Accompanying Notes are an Integral Part of the Consolidated
  Financial Statements)
  F–7

---

Coventure International Inc. 
  Notes to the Consolidated Financial Statements
  (expressed in U.S. dollars)
  January 31, 2005
  (Unaudited)

|3. | Property and Equipment
|-- | ----------------------

|                        |        |  |              |   | January 31,  |  | July 31,     | 
|----------------------- | ------ |  | ------------ | - | ------------ |  | ------------ | 
|                        |        |  |              |   | 2005         |  | 2004         | 
|                        |        |  | Accumulated  |   | Net Carrying |  | Net Carrying | 
|                        | Cost   |  | Amortization |   | Value        |  | Value        | 
|                        | $      |  | $            |   | $            |  | $            | 
|                        |        |  |              |   | (Unaudited)  |  | (Audited)    | 
|Furniture and equipment | 29,572 |  | (8,137       | ) | 21,435       |  | 15,792       | 
|Leasehold improvements  | 6,792  |  | (2,122       | ) | 4,670        |  | 5,143        | 
|                        |        |  |              |   |              |  |              | 
|                        | 36,364 |  | (10,259      | ) | 26,105       |  | 20,935       | 

|4. | Capital lease
|-- | -------------

During the three month period ended January 31, 2005, the
  Company entered into a non-cancellable leasing arrangement involving certain
  assets owned by the Company. The Company sold equipment with a fair value of
  $12,515 and leased back over a period of thirty-six months at an effective
  interest rate of 2.83% per annum. The Company maintains total use of the equipment
  and recorded a deferred gain of $813. The deferred gain will be amortized
  over the lease term.

Property under capital leases is as follows:

|                               |  | $      |   | 
|------------------------------ |  | ------ | - | 
|Furniture and equipment        |  | 12,515 |   | 
|Less: Accumulated Amortization |  | (348   | ) | 
|                               |  | 12,167 |   | 

The following represents future minimum lease payments under capital leases and the present value of the minimum lease payments as of January 31, 2005.

Year ending January 31:

|                                                    |  | $      |   | 
|--------------------------------------------------- |  | ------ | - | 
|2005                                                |  | 2,133  |   | 
|2006                                                |  | 4,265  |   | 
|2007                                                |  | 4,265  |   | 
|2008                                                |  | 711    |   | 
|Total minimum lease payments                        |  | 11,374 |   | 
|Less: Amounts representing interest                 |  | (567   | ) | 
|Present value of net minimum lease payments         |  | 10,807 |   | 
|Current portion of Obligations under capital leases |  | 3,819  |   | 
|Long-term Obligations under capital leases          |  | 6,988  |   | 

(The Accompanying Notes are an Integral Part of the Consolidated
  Financial Statements)
  F–8

---

Coventure International Inc. 
  Notes to the Consolidated Financial Statements
  (expressed in U.S. dollars) 
  January 31, 2005 
  (Unaudited)

|5. | Related Party Transactions/Balances
|-- | -----------------------------------
|   |                                    
|   | (a)                                
|   |                                    
|   | (b)                                
|   |                                    
|   | (c)                                
|   |                                    
|   | (d)                                

|                                                             | January 31, | July 31,  | 
|------------------------------------------------------------ | ----------- | --------- | 
|                                                             | 2005        | 2004      | 
|                                                             | $           | $         | 
|                                                             | (Unaudited) | (Audited) | 
|Monthly payments of $451 (CDN$550) including
      principal |             |           | 
|and interest at 14.75% per annum, unsecured and
      due on |             |           | 
|November 24, 2008.                                           | –           | 25,489    | 
|                                                             |             |           | 
|Less: current portion                                        | –           | 1,411     | 
|                                                             |             |           | 
|                                                             | –           | 24,078    | 

| | (e) | During the six months ended January 31, 2005, the
        Company paid management fees of $5,000 (January 31, 2004 - $19,425)
        to the President of the Company. In addition, management fees of $NIL
        (January 31, 2004 - $4,703) were paid to the spouse of the President
        of the Company.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company entered into an operating lease for
        office premises. The lease calls for monthly payments of CDN$1,174
        commencing September 1, 2003 for a term of 3 years. In addition the Company
        is responsible for its proportionate share of operating costs, currently
        at CDN$312 per month.                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the three month period ended January 31,
        2005 the Company signed a Letter of Intent to acquire Mako Energy Corporation
        (“Mako”), a Delaware corporation engaged in the business of
        acquiring and developing certain oil and gas exploration licenses located
        in south-eastern Hungary. Mako terminated the letter of intent in February
        2005, following which we entered into a Mutual Release Agreement with
        Mako pursuant to which it paid the Company the sum of $100,000 as
        a walk away fee. The Company plans to use the $100,000 to pay expenses
        incurred in pursuing the acquisition of Mako and for working capital purposes.

(The Accompanying Notes are an Integral Part of the Consolidated
  Financial Statements)
  F–9

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Item 2. Management's Discussion and Analysis or Plan of
  Operation

The following discussion and analysis explains the major factors
  affecting our financial condition. The following discussion of our financial
  condition and plan of operations should be read along with the financial statements
  and notes to the financial statements included elsewhere in this quarterly report.

In the fall of 2003 we began providing accounting, tax and
  business consulting services to small and medium sized businesses in-and-around
  the Calgary, Alberta region. The consulting services are designed to improve
  a client’s profitability through strategic analysis, planning, consulting
  and ongoing evaluation. Our core services attempt to identify inefficiencies
  and trouble spots in a business before they cause significant problems.

Our original plan of business was to leverage the experience
  from this regional office to template offices throughout Canada through a network
  of regionally licensed operators. We have to date been unable to secure the
  necessary financing to establish a network of regionally licensed operators
  and have determined that it would be in our best interests to seek to locate
  an adequately financed venture partner which is seeking the benefits of being
  publicly traded with which to merge. Our management reached this determination
  due to the fact that, while our core business has achieved marginal profitability,
  the costs incurred in registering our common stock with the Securities and Exchange
  Commission and the ongoing costs of maintaining such registration have resulted
  in unsustainable financial losses.

As of January 31, 2005 we had approximately 50 clients serviced
  out of our Cochrane office. These clients are small and medium sized businesses
  that have selected one of our standard programs that incorporate tax and business
  advisory services for a one-year initial period. Client response has been strong
  and we have implemented numerous refinements to our programs from our experience
  with our clients.

Results of Operations

Our revenue for the six month period ended January 31, 2005
  has increased to $133,293 from $32,416 for the six month period ended
  January 31, 2004. The increased revenue resulted in increased expenses of $166,783
  for the six month period ended January 31, 2005 as compared to $94,064 for
  the six month period ended January 31, 2004. Our net loss for the six month
  period ended January 31, 2005 was $33,490 as compared to $61,648 in
  the previous period. In addition, our loss from inception is now $306,002.
  In December 2004 we closed our Calgary office in order to reduce our expenses.

During the six month period ended January 31, 2005 our operations
  generated $8,844 in cash and we spent $21,245 on office equipment and
  leasehold improvements. Operating capital was provided from proceeds of a sale-leaseback
  of equipment in the amount of $12,614.

Liquidity and Capital Resources

At January 31, 2005 we had total current assets of $4,053
  and a working capital deficit of $204,980. Our business has operated at
  a loss since inception and we have been unable to obtain

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adequate financing to continue our current operations. We
  have no current source of funds to fund our operations.

In order to resolve our lack of liquidity, our management
  is actively seeking an adequately financed venture partner which is seeking
  the benefits of being publicly traded with which to merge.

During the quarter we signed a letter of intent to acquire
  Mako Energy Corporation, a Delaware corporation engaged in the business of acquiring
  and developing certain oil and gas exploration licenses located in south-eastern
  Hungary. The letter of intent was terminated by Mako Energy Corporation in February,
  2005, following which we entered into a Mutual Release Agreement with Mako Energy
  Corporation pursuant to which it paid us the sum of $100,000 as a walk away
  fee.

The $100,000 was used by us to pay expenses incurred in
  pursuing the transactions contemplated by the Letter of Intent and retirement
  of accounts payable.

As a result of the termination of the Letter of Intent our
  management plans to continue to attempt to locate an adequately financed venture
  partner or business opportunity seeking the benefits of being publicly traded
  with which to merge. In the event that we are unable to find another suitable
  venture partner, or we are unable to raise additional capital, we will be forced
  to suspend our filing obligations with the Securities and Exchange Commission,
  resulting in our common stock being delisted from the over-the-counter Bulletin
  Board.

Critical Accounting Policies

The preparation of financial statements in conformity with
  U.S. 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 during the reporting
  period. Actual results could differ from those estimates.

The methods, estimates, and judgments we use in applying our
  most critical accounting policies have a significant impact on the results that
  we report in our financial statements. The SEC considers an entity's most critical
  accounting policies to be those policies that are both most important to the
  portrayal of a company's financial condition and results of operations, and
  those that require management's most difficult, subjective or complex judgments,
  often as a result of the need to make estimates about matters that are inherently
  uncertain at the time of estimation. We believe the following critical accounting
  policies, among others, require significant judgments and estimates used in
  the preparation of our financial statements:

|(i)  | Property and Equipment                                                                                                                                                                                                                                                                                                       
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Property and equipment consists of furniture and
        equipment and leasehold improvements and is recorded at cost. Furniture
        and equipment and leasehold improvements are being amortized on a straight-line
        basis over their estimated useful lives of four years and three years,
        respectively.
|     |                                                                                                                                                                                                                                                                                                                              
|(ii) | Long-Lived Assets                                                                                                                                                                                                                                                                                                            

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In accordance with Financial Accounting Standards
        Board (“FASB”) Statement of Financial Accounting Standards
        (“SFAS”) No. 144, Accounting for the Impairment or Disposal
        of Long-Lived Assets”, the carrying value of intangible assets and
        other long-lived assets is reviewed on a regular basis for the existence
        of facts or circumstances that may suggest impairment. The Company recognizes
        impairment when the sum of the expected undiscounted future cash flows
        is less than the carrying amount of the asset. Impairment losses, if any,
        are measured as the excess of the carrying amount of the asset over its
        estimated fair value.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Company recognizes revenue from the sale of
        services in accordance with Securities and Exchange Commission Staff Accounting
        Bulletin No. 104 (“SAB 104”), “Revenue Recognition in
        Financial Statements.” Revenue consists of consulting services and
        is recognized only when the price is fixed or determinable, persuasive
        evidence of an arrangement exists, the service is performed, and collectibility
        is reasonably assured.                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Company continually monitors timely payments
        and assesses any collection issues. The allowance for doubtful accounts
        is based on the Company’s detailed assessment of the collectibility
        of specific customer accounts. Any significant accounts that are not expected
        to be collected are excluded from revenue. Deferred revenue represents
        customer deposits, which are recognized as revenue once the criteria for
        SAB 104 have been met.                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Foreign Currency Transactions/Balances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Company's functional currency is the Canadian
        dollar. Occasional transactions occur in U.S. dollars, and management
        has adopted SFAS No. 52, “Foreign Currency Translation”. Assets
        and liabilities denominated in foreign currencies are translated into
        US dollars at rates of exchange in effect at the balance sheet date. Average
        rates for the year are used to translate revenues and expenses. Resulting
        translation gains and losses are accumulated in a separate component of
        stockholders’ equity as accumulated other comprehensive income or
        loss.                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|New Accounting
        Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|In December
        2004, the Financial Accounting Standards Board (FASB) issued Statement
        of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment”.
        SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based
        Compensation”, and supersedes APB Opinion No. 25, “Accounting
        for Stock Issued to Employees” and its related implementation guidance.
        SFAS 123R establishes standards for the accounting for transactions in
        which an entity exchanges its equity instruments for goods or services.
        It also addresses transactions in which an entity incurs liabilities in
        exchange for goods or services that are based on the fair value of the
        entity’s equity instruments or that may be settled by the issuance
        of those equity instruments. SFAS 123R focuses primarily on accounting
        for transactions in which an entity obtains employee services in share-based
        payment transactions. SFAS 123R does not change the accounting guidance
        for share-based payment transactions with parties other than employees
        provided in SFAS 123 as originally issued and Emerging Issues Task Force
        Issue No. 96-18, “Accounting for Equity Instruments That Are Issued
        to Other Than Employees for Acquiring, or in Conjunction with Selling,
        Goods or Services”. SFAS 123R does not address the accounting

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|for employee share ownership plans, which are subject
        to AICPA Statement of Position 93-6, “Employers’ Accounting
        for Employee Stock Ownership Plans”. SFAS 123R requires a public
        entity to measure the cost of employee services received in exchange for
        an award of equity instruments based on the grant-date fair value of the
        award (with limited exceptions). That cost will be recognized over the
        period during which an employee is required to provide service in exchange
        for the award – the requisite service period (usually the vesting
        period). SFAS 123R requires that the compensation cost relating to share-based
        payment transactions be recognized in financial statements. That cost
        will be measured based on the fair value of the equity or liability instruments
        issued. The scope of SFAS 123R includes a wide range of share-based compensation
        arrangements including share options, restricted share plans, performance-based
        awards, share appreciation rights, and employee share purchase plans.
        Public entities (other than those filing as small business issuers) will
        be required to apply SFAS 123R as of the first interim or annual reporting
        period that begins after June 15, 2005. Public entities that file as small
        business issuers will be required to apply SFAS 123R in the first interim
        or annual reporting period that begins after December 15, 2005. For nonpublic
        entities, SFAS 123R must be applied as of the beginning of the first annual
        reporting period beginning after December 15, 2005. The adoption of this
        standard is not expected to have a material effect on the Company’s
        results of operations or financial position.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|In December 2004, FASB issued SFAS No. 153, “Exchanges
        of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The
        guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”,
        is based on the principle that exchanges of nonmonetary assets should
        be measured based on the fair value of the assets exchanged. The guidance
        in that Opinion, however, included certain exceptions to that principle.
        SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary
        exchanges of similar productive assets and replaces it with a general
        exception for exchanges of nonmonetary assets that do not have commercial
        substance. A nonmonetary exchange has commercial substance if the future
        cash flows of the entity are expected to change significantly as a result
        of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary
        asset exchanges occurring in fiscal periods beginning after June 15, 2005.
        Early application is permitted and companies must apply the standard prospectively.
        The adoption of this standard is not expected to have a material effect
        on the Company’s results of operations or financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Forward Looking Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|This Plan of Operations includes a number of forward-looking
        statements that reflect Management's current views with respect to future
        events and financial performance. Those statements include statements
        regarding the intent, belief or current expectations of us and members
        of our management team as well as the assumptions on which such statements
        are based. Prospective investors are cautioned that any such forward-looking
        statements are not guarantees of future performance and involve risk and
        uncertainties, and that actual results may differ materially from those
        contemplated by such forward-looking statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Readers are urged to carefully review and consider
        the various disclosures made by us in this report and in our other reports
        filed with the Securities and Exchange Commission. Important factors currently
        known to management could cause actual results to differ materially from
        those in forward-looking statements. We undertake no obligation to update
        or revise forward-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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looking statements to reflect changed assumptions, the occurrence
  of unanticipated events or changes in the future operating results over time.
  We believe that its assumptions are based upon reasonable data derived from
  and known about our business and operations and the business and operations
  of the Company. No assurances are made that actual results of operations or
  the results of our future activities will not differ materially from its assumptions.

Item 3. Controls and Procedures

Based on the evaluation of our disclosure controls and procedures
  by John Hromyk, our President and Principal Financial Officer, as of a date
  within 45 days of the filing date of this quarterly report, such officer has
  concluded that our disclosure controls and procedures are effective in ensuring
  that information required to be disclosed by us in the reports that we file
  or submit under the Securities and Exchange Act of 1934, as amended, is recorded,
  processed, summarized and reported, within the time period specified by the
  Securities and Exchange Commission’s rules and forms.

There were no significant changes in our internal controls
  or in other factors that could significantly affect these controls subsequent
  to the date of their evaluation, including any corrective actions with regard
  to significant deficiencies and material weaknesses.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

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

Not applicable.

Item 5. Other Information

Not applicable

Item 6. Exhibits

|31.1 | Certification of Principal
        Executive Officer and Principal Financial Officer pursuant to Rule 13a-14
        and Rule 15d-14(a), promulgated under the Securities and Exchange Act
        of 1934, as amended.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                        
|32.1 | Certification pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (Chief Executive Officer and Principal Financial Officer).                      

SIGNATURES

In accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

March 22, 2005

| | COVENTURE INTERNATIONAL INC.
| | ----------------------------
| |                             
| |                             
| | By:                         
| |                             

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