---

**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 **April 30, 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 3 Cochrane, Alberta, Canada T4C 1A5**
  (Address of principal executive office) (Zip Code)

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 June 7, 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                                                                                               
|        |                       |                                                                                                                    
|        |                       | Consolidated Balance Sheets at April 30,
      2005 (unaudited) and July 31, 2004 (audited)                        
|        |                       |                                                                                                                    
|        |                       | Consolidated Statements of Operations
      for the three and nine months ended April 30, 2005 and 2004 (unaudited)
|        |                       |                                                                                                                    
|        |                       | Consolidated Statements of Cash Flows
      for the nine months ended April 30, 2005 and 2004 (unaudited)          
|        |                       |                                                                                                                    
|        |                       | Notes To Consolidated Financial Statements                                                                         
|        |                       |                                                                                                                    
|        | Item 2                | Management's Discussion and Analysis or
      Plan of Operation                                                    
|        |                       |                                                                                                                    
|        | Item 3                | Controls and Procedures                                                                                            
|        |                       |                                                                                                                    
|PART II | OTHER INFORMATION     |                                                                                                                    
|        |                       |                                                                                                                    
|        | Item 1                | Legal Proceedings                                                                                                  
|        |                       |                                                                                                                    
|        | Item 2                | Unregistered Sales of Equity Securities
      and Use of Proceeds                                                  
|        |                       |                                                                                                                    
|        | Item 3                | Defaults upon Senior Securities                                                                                    
|        |                       |                                                                                                                    
|        | Item 4                | Submission of Matters to a Vote of Security
      Holders                                                          
|        |                       |                                                                                                                    
|        | Item 5                | Other Information                                                                                                  
|        |                       |                                                                                                                    
|        | Item 6                | Exhibits                                                                                                           
|        |                       |                                                                                                                    
|        | 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 April 30, 2005 and July 31, 2004 and the consolidated statements
  of operations for the three and nine months ended April 30, 2005 and 2004 and
  consolidated statements of cash flows for the nine months ended April 30, 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 three and nine months ended April 30, 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)

|                                                                                                   | April 30,   |   | July 31,  |  
|-------------------------------------------------------------------------------------------------- | ----------- | - | --------- | -
|                                                                                                   | 2005        |   | 2004      |  
|                                                                                                   | $           |   | $         |  
|                                                                                                   | (Unaudited) |   | (Audited) |  
|ASSETS                                                                                             |             |   |           |  
|                                                                                                   |             |   |           |  
|Current Assets                                                                                     |             |   |           |  
|                                                                                                   |             |   |           |  
|Cash                                                                                               | 8,520       |   | 940       |  
|Accounts receivable,
      net of allowance for doubtful accounts of $354 and $3,337, respectively | 8,788       |   | 5,364     |  
|Prepaid expenses and deposits                                                                      | 2,105       |   | 1,636     |  
|                                                                                                   |             |   |           |  
|Total Current Assets                                                                               | 19,413      |   | 7,940     |  
|                                                                                                   |             |   |           |  
|Property and Equipment (Note 3)                                                                    | 23,482      |   | 20,935    |  
|Equipment under capital lease (Note 4)                                                             | 10,953      |   | –         |  
|                                                                                                   |             |   |           |  
|Total Assets                                                                                       | 53,848      |   | 28,875    |  
|                                                                                                   |             |   |           |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                              |             |   |           |  
|                                                                                                   |             |   |           |  
|Current Liabilities                                                                                |             |   |           |  
|                                                                                                   |             |   |           |  
|Accounts payable                                                                                   | 33,821      |   | 24,932    |  
|Accrued liabilities                                                                                | 4,783       |   | 8,750     |  
|Current portion
      of capital lease (Note 4)                                                    | 4,192       |   | –         |  
|Deferred revenue                                                                                   | 39,427      |   | 49,089    |  
|Due to related parties (Note
      5)                                                              | 95,502      |   | 55,537    |  
|                                                                                                   |             |   |           |  
|Total Current Liabilities                                                                          | 177,725     |   | 138,308   |  
|                                                                                                   |             |   |           |  
|Capital lease obligation (Note 4)                                                                  | 5,963       |   | –         |  
|Due to related parties (Note 5)                                                                    | –           |   | 24,078    |  
|                                                                                                   |             |   |           |  
|Total Liabilities                                                                                  | 183,688     |   | 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                                                               | (5,960      | ) | (981      | )
|                                                                                                   |             |   |           |  
|Deficit                                                                                            | (263,862    | ) | (272,512  | )
|                                                                                                   |             |   |           |  
|Total Stockholders’ Deficit                                                                        | (129,840    | ) | (133,511  | )
|                                                                                                   |             |   |           |  
|Total Liabilities and Stockholders’ Deficit                                                        | 53,848      |   | 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 |   | Nine Months Ended |  
|--------------------------------------------- | ------------------ | - | ----------------- | -
|                                              | April 30,          |   | April 30,         |  
|                                              | 2005               |   | 2004              |  
|                                              | $                  |   | $                 |  
|                                              |                    |   |                   |  
|Revenue                                       | 56,486             |   | 30,844            |  
|                                              |                    |   |                   |  
|Expenses                                      |                    |   |                   |  
|                                              |                    |   |                   |  
|Advertising and promotion                     | 3,404              |   | 7,352             |  
|Amortization                                  | 3,271              |   | 1,019             |  
|Commissions                                   | 1,457              |   | 14,626            |  
|General and administrative                    | 16,694             |   | 11,290            |  
|Management fees and wages (Note 5)            | 4,223              |   | 14,657            |  
|Professional fees                             | 57,798             |   | 4,879             |  
|Subcontract                                   | 27,499             |   | 24,510            |  
|                                              |                    |   |                   |  
|Total Expenses                                | 114,346            |   | 78,333            |  
|                                              |                    |   |                   |  
|Net loss from operations                      | (57,860            | ) | (47,489           | )
|                                              |                    |   |                   |  
|Gain from termination fee (Note 7)            | 100,000            |   | –                 |  
|                                              |                    |   |                   |  
|Net Income (Loss)                             | 42,140             |   | (47,489           | )
|                                              |                    |   |                   |  
|Other Comprehensive Income (Loss):            |                    |   |                   |  
|                                              |                    |   |                   |  
|Foreign Currency translation
      adjustment | 813                |   | 3,216             |  
|                                              |                    |   |                   |  
|Comprehensive Income (Loss)                   | 42,953             |   | (44,273           | )
|                                              |                    |   |                   |  
|Net Loss Per Share – Basic and Diluted        | 0.01               |   | (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)

|                                                                                | Nine Months Ended |  
|------------------------------------------------------------------------------- | ----------------- | -
|                                                                                | April 30,         |  
|                                                                                | 2005              |  
|                                                                                | $                 |  
|                                                                                |                   |  
|Cash Flows From (To) Operating Activities                                       |                   |  
|                                                                                |                   |  
|Net Income (Loss)                                                               | 8,650             |  
|                                                                                |                   |  
|Adjustment to reconcile net loss to net cash used in operating
      activities |                   |  
|Amortization                                                                    | 9,152             |  
|                                                                                |                   |  
|Changes in
      operating assets and liabilities                               |                   |  
|Accounts
      receivable                                                       | (3,120            | )
|Prepaid
      expenses and deposits                                             | (377              | )
|Accounts
      payable and accrued liabilities                                  | 4,040             |  
|Due
      to related parties                                                    | 13,072            |  
|Deferred
      revenue                                                          | (12,346           | )
|                                                                                |                   |  
|Net Cash Provided by (Used In) Operating Activities                             | 19,071            |  
|                                                                                |                   |  
|Cash Flows To Investing Activities                                              |                   |  
|                                                                                |                   |  
|Purchase of property and
      equipment                                        | (21,262           | )
|                                                                                |                   |  
|Net Cash Used In Investing Activities                                           | (21,262           | )
|                                                                                |                   |  
|Cash Flows From Financing Activities                                            |                   |  
|                                                                                |                   |  
|Cheques issued
      in excess of funds on deposit                              | –                 |  
|Proceeds from
      sale-leaseback of equipment                                 | 12,614            |  
|Principal
      repayments on capital lease                                     | (2,218            | )
|Proceeds from issue of common
      stock                                       | –                 |  
|                                                                                |                   |  
|Net Cash Provided By Financing Activities                                       | 10,396            |  
|                                                                                |                   |  
|Effect of Exchange Rate Changes on Cash                                         | (625              | )
|                                                                                |                   |  
|Increase (Decrease) in Cash                                                     | 7,580             |  
|                                                                                |                   |  
|Cash – Beginning of Period                                                      | 940               |  
|                                                                                |                   |  
|Cash – End of Period                                                            | 8,520             |  
|                                                                                |                   |  
|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) 
  April 30, 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 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 April 30,
      2005, the Company has a working capital deficiency of $158,312, and
      accumulated losses of $263,862 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. The Company expects
      to fund itself over the next twelve months through the sale of shares.
|  
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F–5

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Coventure International Inc. 
  Notes to the Consolidated Financial Statements 
  (expressed in U.S. dollars) 
  April 30, 2005
  (Unaudited)

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

F–6

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Coventure International Inc. 
  Notes to the Consolidated Financial Statements 
  (expressed in U.S. dollars) 
  April 30, 2005
  (Unaudited)

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

F–7

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Coventure International Inc. 
  Notes to the Consolidated Financial Statements 
  (expressed in U.S. dollars) 
  April 30, 2005
  (Unaudited)

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | (n)                                                   
|  
|   |                                                       
|  
|3. | Property and Equipment                                

| |  |                         |        |              |   | April 30,    | July 31,    
| |  | ----------------------- | ------ | ------------ | - | ------------ | ------------
| |  |                         |        |              |   | 2005         | 2004        
| |  |                         |        | Accumulated  |   | Net Carrying | Net Carrying
| |  |                         | Cost   | Amortization |   | Value        | Value       
| |  |                         | $      | $            |   | $            | $           
| |  |                         |        |              |   | (Unaudited)  | (Audited)   
| |  | Furniture and equipment | 29,133 | (9,831       | ) | 19,302       | 15,792      
| |  | Leasehold improvements  | 6,687  | (2,508       | ) | 4,179        | 5,143       
| |  |                         |        |              |   |              |             
| |  |                         | 35,820 | (12,339      | ) | 23,481       | 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 it 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 deferred gain of $813. The deferred gain will
        be amortized over the lease term. During the nine month period ended April
        30, 2005, the Company realized a foreign exchange loss of $192.
      Property under capital leases is as follows:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                | $      |   | 
| | ------------------------------ | ------ | - | 
| | Furniture and equipment        | 12,323 |   | 
| | Less: Accumulated Amortization | (1,370 | ) | 
| |                                |        |   | 
| |                                | 10,953 |   | 

| | The following represents future minimum lease payments under capital leases
      and the present value of the minimum lease payments as of April 30, 2005.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                     | $      |   | 
| | --------------------------------------------------- | ------ | - | 
| | 2005                                                | 1,066  |   | 
| | 2006                                                | 4,265  |   | 
| | 2007                                                | 4,265  |   | 
| | 2008                                                | 1,350  |   | 
| | Total minimum lease payments                        | 10,946 |   | 
| | Less: Amounts representing interest                 | (791   | ) | 
| | Present value of net minimum lease payments         | 10,155 |   | 
| | Current portion of obligations under capital leases | 4,192  |   | 
| | Long-term obligations under capital leases          | 5,963  |   | 

F–8

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Coventure International Inc. 
  Notes to the Consolidated Financial Statements 
  (expressed in U.S. dollars) 
  April 30, 2005
  (Unaudited)

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

| |  |  |                                                                  | April 30,   | 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   

|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | During the nine months ended April 30, 2005, the Company paid management
      fees of $5,000 (April 30, 2004 - $26,756) to the President of the
      Company. In addition, management fees of $11,045 (April 30, 2004 - $9,552)
      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. | Gain on Termination Fee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | During the nine month period ended April 30, 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 the
      Company entered into a Mutual Release Agreement (“MRA”) with
      Mako. Under the terms of the MRA, Mako agreed to pay $100,000 as a walk
      away fee. Legal costs of $34,649 were charged to operations. The Company
      recovered the $100,000 termination fee during the three month period
      ended April 30, 2005.

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 April 30, 2005 we had approximately 20 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

Three months ended April 30, 2005 and 2004

Our revenue for the three month period ended April 30, 2005 has increased to
  $56,486 from $30,844 for the three month period ended April 30, 2004. The increased
  revenue resulted in increased expenses of $114,346 for the three month period
  ended April 30, 2005 as compared to $78,333 for the three month period ended
  April 30, 2004. The Company had net income of $42,140 for the three month period
  ended April 30, 2005 compared to a net loss of $47,489 in the previous year
  period. Net income for the three months ended April 30, 2005 included a one
  time gain from termination fee of $100,000 (see note 7 to the financial statements
  included herein). Professional fees for the three months ended April 30, 2005
  includes $34,649 of legal costs related to the terminated merger with Mako Energy
  Corporation. The commissions expense for the three month period ended April
  30, 2005 has decreased to $1,457 from $14,626 for the three month period ended
  April 30, 2004 as a result of the reduced number of clients currently being
  serviced.



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Nine months ended April 30, 2005 and 2004

Our revenue for the nine month period ended April 30, 2005 has increased to
  $189,779 from $63,260 for the nine month period ended April 30, 2004. The increased
  revenue resulted in increased expenses of $281,129 for the nine month period
  ended April 30, 2005 as compared to $172,130 for the nine month period ended
  April 30, 2004. The Company had net income of $8,650 for the nine month period
  ended April 30, 2005 compared to a net loss of $108,870 in the previous year
  period. Net income for the nine months ended April 30, 2005 included a one time
  gain from termination fee of $100,000 (see note 7 to the financial statements
  included herein). Professional fees for the nine months ended April 30, 2005
  includes $34,649 of legal costs related to the terminated merger with Mako Energy
  Corporation. Our net loss from inception is now $263,862. In December 2004 we
  closed our Calgary office in order to reduce our expenses.

During the nine month period ended April 30, 2005 net cash from operating activities
  was $19,071 and we incurred $21,262 on office equipment and leasehold improvements.
  Net cash from operating activities included a walk away fee received from Mako
  Energy Corporation pursuant to a Mutual Release Agreement dated March 10, 2005,
  in the amount of $100,000.

Liquidity and Capital Resources

At April 30, 2005 we had total current assets of $19,413 and a working
  capital deficit of $158,312. Our business has operated at a loss since inception
  and we have been unable to obtain 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 previous 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.

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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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | 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.                                                                                                                                                                                                                   

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|(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
  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.

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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-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).              

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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.

June 9, 2005

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

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