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**UNITED STATESSECURITIES 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 **October 31, 2004**

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 November 30, 2004 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 October
      31, 2004 (unaudited) and July 31, 2004                         
|        |                       |                                                                                                             
|        |                       | Consolidated Statements of Operations
      for the three months ended October 31, 2004 and 2003 (unaudited)
|        |                       |                                                                                                             
|        |                       | Consolidated Statements of Cash Flows
      for the three months ended October 31, 2004 and 2003 (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 October 31, 2004 and July 31, 2004 and
  the consolidated statement of operations and consolidated statement of cash
  flow for the three months ended October 31, 2004 and 2003 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 months ended October 31, 2004,
  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)

|                                                                                                     | October 31, |   | July 31,  |  
|---------------------------------------------------------------------------------------------------- | ----------- | - | --------- | -
|                                                                                                     | 2004        |   | 2004      |  
|                                                                                                     | $           |   | $         |  
|                                                                                                     | (Unaudited) |   | (Audited) |  
|ASSETS                                                                                               |             |   |           |  
|                                                                                                     |             |   |           |  
|Current Assets                                                                                       |             |   |           |  
|                                                                                                     |             |   |           |  
|Cash                                                                                                 | 1,719       |   | 940       |  
|Accounts receivable,
      net of allowance for doubtful accounts of $6,599 and $3,337, respectively | 4,563       |   | 5,364     |  
|Prepaid expenses and deposits                                                                        | 1,785       |   | 1,636     |  
|                                                                                                     |             |   |           |  
|Total Current Assets                                                                                 | 8,067       |   | 7,940     |  
|                                                                                                     |             |   |           |  
|Property and Equipment (Note 3)                                                                      | 35,716      |   | 20,935    |  
|                                                                                                     |             |   |           |  
|Total Assets                                                                                         | 43,783      |   | 28,875    |  
|                                                                                                     |             |   |           |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                |             |   |           |  
|                                                                                                     |             |   |           |  
|Current Liabilities                                                                                  |             |   |           |  
|                                                                                                     |             |   |           |  
|Accounts payable                                                                                     | 45,082      |   | 24,932    |  
|Accrued liabilities                                                                                  | 2,750       |   | 8,750     |  
|Deferred revenue                                                                                     | 46,355      |   | 49,089    |  
|Due to related parties
      (Note 4)                                                                | 82,673      |   | 55,537    |  
|                                                                                                     |             |   |           |  
|Total Current Liabilities                                                                            | 176,860     |   | 138,308   |  
|                                                                                                     |             |   |           |  
|Due to related parties (Note 4)                                                                      | 25,862      |   | 24,078    |  
|                                                                                                     |             |   |           |  
|Total Liabilities                                                                                    | 202,722     |   | 162,386   |  
|                                                                                                     |             |   |           |  
|Contingencies and Commitment (Notes 1, 5 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                                                                 | (9,290      | ) | (981      | )
|                                                                                                     |             |   |           |  
|Deficit                                                                                              | (289,631    | ) | (272,512  | )
|                                                                                                     |             |   |           |  
|Total Stockholders’ Deficit                                                                          | (158,939    | ) | (133,511  | )
|                                                                                                     |             |   |           |  
|Total Liabilities and Stockholders’ Deficit                                                          | 43,783      |   | 28,875    |  

F-2

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

|                                             | Three Months Ended |  
|-------------------------------------------- | ------------------ | -
|                                             | October 31,        |  
|                                             | 2004               |  
|                                             | $                  |  
|                                             |                    |  
|Revenue                                      | 67,023             |  
|                                             |                    |  
|Expenses                                     |                    |  
|                                             |                    |  
|Advertising and promotion                    | 10,748             |  
|Amortization                                 | 2,614              |  
|Commissions                                  | 5,266              |  
|General and administrative                   | 30,949             |  
|Management fees and wages (Note 4)           | 6,169              |  
|Professional fees                            | 3,000              |  
|Subcontract                                  | 25,396             |  
|                                             |                    |  
|Total Expenses                               | 84,142             |  
|                                             |                    |  
|Net Loss                                     | (17,119            | )
|                                             |                    |  
|Net Loss Per Share – Basic and
      Diluted | –                  |  
|                                             |                    |  
|Weighted Average Shares Outstanding          | 7,022,000          |  

F-3

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

|                                                                                | Three Months Ended |  
|------------------------------------------------------------------------------- | ------------------ | -
|                                                                                | October 31,        |  
|                                                                                | 2004               |  
|                                                                                | $                  |  
|Cash Flows From (To) Operating Activities                                       |                    |  
|                                                                                |                    |  
|Net loss                                                                        | (17,119            | )
|                                                                                |                    |  
|Adjustment to reconcile net loss to net cash used in
      operating activities |                    |  
|Amortization                                                                    | 2,614              |  
|                                                                                |                    |  
|Changes in operating assets and liabilities                                     |                    |  
|Accounts receivable                                                             | 801                |  
|Prepaid expenses
      and deposits                                             | (149               | )
|Accounts payable
      and accrued liabilities                                  | 16,656             |  
|Due to related parties                                                          | 11,686             |  
|Deferred revenue                                                                | (2,734             | )
|                                                                                |                    |  
|Net Cash Provided By (Used In) Operating Activities                             | 11,755             |  
|                                                                                |                    |  
|Cash Flows To Investing Activities                                              |                    |  
|                                                                                |                    |  
|Purchase of property and equipment                                              | (17,395            | )
|                                                                                |                    |  
|Net Cash Used In Investing Activities                                           | (17,395            | )
|                                                                                |                    |  
|Cash Flows From Financing Activities                                            |                    |  
|                                                                                |                    |  
|Advances from related parties                                                   | 15,092             |  
|Proceeds from issue of common stock                                             | –                  |  
|                                                                                |                    |  
|Net Cash Provided By Financing Activities                                       | 15,092             |  
|                                                                                |                    |  
|Effect of Exchange Rate Changes on Cash                                         | (6,167             | )
|                                                                                |                    |  
|Net Increase (Decrease) in Cash                                                 | 3,285              |  
|                                                                                |                    |  
|Cash – Beginning of Period                                                      | 940                |  
|                                                                                |                    |  
|Cash – End of Period                                                            | 4,225              |  
|                                                                                |                    |  
|Non-cash Investing and Financing Activities                                     | –                  |  
|                                                                                |                    |  
|Supplemental Disclosures                                                        |                    |  
|                                                                                |                    |  
|Interest paid                                                                   | –                  |  
|Income taxes paid                                                               | –                  |  

F-4

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**Coventure International Inc.**
  Notes to the Consolidated Financial Statements 
  (expressed in U.S. dollars) 
  October 31, 2004 
  (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 October 31, 2004, the Company has a working capital deficiency
        of $168,793, and accumulated losses of $289,631 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-5

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**Coventure International Inc.**
  Notes to the Consolidated Financial Statements 
  (expressed in U.S. dollars) 
  October 31, 2004 
  (Unaudited)

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | (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) 
  October 31, 2004 
  (Unaudited)

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

| |                         |        |              | October 31,  | July 31,    
| | ----------------------- | ------ | ------------ | ------------ | ------------
| |                         |        |              | 2004         | 2004        
| |                         |        | Accumulated  | Net Carrying | Net Carrying
| |                         | Cost   | Amortization | Value        | Value       
| |                         | $      | $            | $            | $           
| |                         |        |              | (Unaudited)  | (Audited)   
| | Furniture and equipment | 37,136 | (6,601)      | 30,535       | 15,792      
| | Leasehold improvements  | 6,907  | (1,726)      | 5,181        | 5,143       
| |                         | 44,043 | (8,327)      | 35,716       | 20,935      

|4. | Related Party Transactions/Balances
|-- | -----------------------------------
|  
|   | (a)                                
|  
|   | (b)                                

F-7

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**Coventure International Inc.**
  Notes to the Consolidated Financial Statements 
  (expressed in U.S. dollars) 
  October 31, 2004 
  (Unaudited)

|4. | Related Party Transactions/Balances (Continued)
|-- | -----------------------------------------------
|  
|   | (c)                                            
|  
|   | (d)                                            

| |  |                                                                                          | October 31, | July 31, 
| |  | ---------------------------------------------------------------------------------------- | ----------- | ---------
| |  |                                                                                          | 2004        | 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.                                           | 27,456      | 25,489   
| |  |                                                                                          |             |          
| |  | Less: current portion                                                                    | 1,594       | 1,411    
| |  |                                                                                          | 25,862      | 24,078   

| |  | Principal payments over the next five fiscal years are expected to be
      as follows:
| |  | ---------------------------------------------------------------------------------------

| |  | 2005 | $ | 1,520  | 
| |  | ---- | - | ------ | 
| |  | 2006 |   | 1,746  | 
| |  | 2007 |   | 2,013  | 
| |  | 2008 |   | 2,317  | 
| |  | 2009 |   | 19,860 | 
| |  |      |   |        | 
| |  |      | $ | 27,456 | 

|   | (e)                                                                                                                                                                                                                                                                                                                           | During the three months ended October 31, 2004,
        the Company paid management fees of $5,000 (2003 - $12,434) to
        the President of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5. | 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.
|  
|6. | Subsequent Events                                                                                                                                                                                                                                                                                                            
|  
|   | (a)                                                                                                                                                                                                                                                                                                                           | In November, 2004 the Company entered into a Finder’s
        Fee agreement with company controlled by a relative of the President of
        the Company, where the Company will pay $20,000 subject to the closing
        of an acquisition or a merger by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | (b)                                                                                                                                                                                                                                                                                                                           | In November, 2004 the Company entered into a Letter
        of Intent to acquire a Delaware corporation engaged in the business of
        acquiring and developing certain oil and gas exploration licenses located
        in south-eastern Hungary in exchange for 2,125,000 common shares. Closing
        of the proposed transactions will be subject to certain conditions, including
        the closing of a financing of $25,000,000 at a price of $10.00
        per share, the return to treasury of 5,375,000 shares of common stock
        held by the President of the Company and the sale of the Subsidiary to
        the President of the Company in exchange for the return forgiveness of
        debts. The Company will forward split its common share capital on the
        basis of four new shares for each one old share as part of the transaction.
|  
|   | (c)                                                                                                                                                                                                                                                                                                                           | Also in November 2004 the Company entered into an
        Engagement Letter pursuant to which it has appointed an agent for the
        Financing. The Company has agreed to pay an 8% cash fee and issue warrants
        to purchase 10% of the number of shares issued for a period of two years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-8

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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.

Results of Operations

As of October 31, 2004, we had approximately 80 clients between
  our two offices. 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. As a result of the foregoing, our revenue for the three month
  period ended October 31, 2004 has increased to $67,023 from $9,587 for
  the three month period ended October 31, 2003. However, the increased revenue
  has been matched by increased expenses ($84,142 for the three month period
  ended October 31, 2004 as compared to $35,327 for the three month period
  ended October 31, 2003) and as a result our net loss for the three month period
  ended October 31, 2004 was $17,119 as compared to $25,740 in the previous
  period. In addition, our loss from inception is now $289,631.

During the three month period ended October 31, 2004 our operations
  generated $11,755 in cash and we spent $17,395 on office equipment and
  leasehold improvements. Operating capital was provided from loans from related
  parties ($15,092).

Liquidity and Capital Resources

At October 31, 2004 we had total current assets of $8,067
  and a working capital deficit of $168,793. Our business has operated at
  a loss since inception and we have been unable to obtain adequate financing
  to continue our current operations.

9

---

As a result of these losses our management began seeking an
  adequately financed venture partner which is seeking the benefits of being publicly
  traded with which to merge. To this end we entered into a finder’s fee
  agreement with a company controlled by a relative of our President, pursuant
  to which we have agreed to pay a finder’s fee of $20,000 upon closing
  of a merger transaction introduced to us by such company.

As a result of such introduction we entered into a Letter
  of Intent and Engagement Letter as discussed below. There is no guarantee that
  the transactions contemplated by the Letter of Intent and Engagement Letter
  will close. In the event that the transactions contemplated by the Letter of
  Intent and Engagement Letter do not close and 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.

Letter of Intent and Engagement Letter

We have entered into a non-binding letter of intent (the “Letter
  of Intent”) with Mako Energy Corporation (the “Target”) and
  Marc. A. Bruner, the principal shareholder of the Target, pursuant to which
  we have agreed to acquire all of the issued and outstanding equity securities
  of the Target. The Target is a Delaware corporation engaged in the business
  of acquiring and developing certain oil and gas exploration licenses located
  in south-eastern Hungary known as the Mako Exploration License and the Tisza
  Exploration License.

We have also entered into a non-binding engagement letter
  (the “Engagement Letter”) with the Target and McFarlane Gordon Inc.,
  a registered broker-dealer located in Toronto, Ontario (the “Agent”),
  pursuant to which the Agent has been appointed as lead agent for the offering
  by us of 2,500,000 shares of our common stock at a price of $10.00 per share
  for gross proceeds of $25,000,000 (the “Financing”).

The Letter of Intent provides for the acquisition by us of
  the Target in exchange for 2,125,000 shares of our common stock. Closing of
  the transactions contemplated by the Letter of Intent will be subject to certain
  conditions, including:

- the Agent having received subscriptions for the Financing;
- the return to treasury of 5,375,000 shares of our common
      stock held by our principal stockholder, John Hromyk; and
- the sale by us of our wholly-owned subsidiary, Coventure
      Canada Inc., to Mr. Hromyk in exchange for the return forgiveness of debts
      owed by us to Mr. Hromyk.

Post-closing obligations will include: the increase of our
  authorized common stock to 50,000,000 shares; a four-for-one split of our common
  stock; the change of our name to “Mako Energy Corporation”; the
  election of nominees of the Target to our board of directors; the ratification
  of the sale of Coventure Canada Inc. to Mr. Hromyk; and the adoption of a Key
  Employee Stock Option Plan.

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Either party may terminate the Letter of Intent in the event
  that a definitive agreement is not signed prior to December 23, 2004.

The net proceeds of the Financing are to be used for the acquisition,
  exploration, and development of the Mako Exploration License and the Tisza Exploration
  License, and the balance for general working capital purposes.

We have agreed to pay to the Agent a cash fee of 8% of the
  proceeds of the Financing and warrants to purchase 10% of the number of shares
  issued at a price of $10.00 per share exercisable for a period of two years
  following the satisfaction of the Liquidity Condition (as defined below). Closing
  of the Financing is subject to certain conditions, including the Agent’s
  satisfactory due diligence review of us and the Target and the closing of the
  transactions contemplated by the Letter of Intent. The Engagement letter will
  terminate in the event the Financing is not closed by February 28, 2005.

Following the closing of the Financing we have agreed to use
  our best efforts to register the resale of the securities issued with the SEC,
  list our common stock on the American Stock Exchange or NASDAQ, and become a
  reporting issuer in a province or territory of Canada (collectively, the “Liquidity
  Condition”).

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

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| |       | 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 2003, the United States Securities and Exchange
  Commission issued Staff Accounting Bulletin No. 104, "Revenue Recognition" (“SAB
  104”), which supersedes SAB 101, "Revenue Recognition in Financial Statements."
  The primary purpose of SAB 104 is to rescind accounting guidance contained in
  SAB 101 related to multiple element revenue arrangements, which was superseded
  as a result of the issuance of EITF 00-21, "Accounting for Revenue Arrangements
  with Multiple Deliverables." While the wording of SAB 104 has changed to reflect
  the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain
  largely unchanged by the issuance of SAB 104. The adoption of SAB 104 did not
  have a material impact on the Company's financial statements.

In May 2003, the FASB issued SFAS No. 150, “Accounting
  for Certain Financial Instruments with Characteristics of both Liabilities and
  Equity”. SFAS No. 150 establishes standards for how an issuer classifies
  and measures certain financial instruments with characteristics of both liabilities
  and equity. It requires that an issuer classify a financial instrument that
  is within its scope as a liability (or an asset in some circumstances). The
  requirements of SFAS No. 150 apply to issuers’ classification and measurement
  of freestanding financial instruments, including those that comprise more than
  one option or forward contract. SFAS No. 150 does not apply to features that
  are embedded in a financial instrument that is not a derivative in its entirety.
  SFAS

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No. 150 is effective for financial instruments entered into
  or modified after May 31, 2003, and otherwise is effective at the beginning
  of the first interim period beginning after June 15, 2003, except for mandatory
  redeemable financial instruments of non-public entities. It is to be implemented
  by reporting the cumulative effect of a change in an accounting principle for
  financial instruments created before the issuance date of SFAS No. 150 and still
  existing at the beginning of the interim period of adoption. Restatement is
  not permitted. The adoption of this standard did not 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).              

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.

|                  | COVENTURE INTERNATIONAL INC.
|----------------- | ----------------------------
|                  |                             
|                  |                             
|December 15, 2004 | By:                         
|                  |                             
|                  |                             

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