SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

FORM 20-F/A

REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

or

ü

AnnualREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 31, 2004

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from 
to



Commission file number 0-26636

ASIA PACIFIC RESOURCES LTD.

(Exact Name of Registrant as Specified in Its Charter)



None

(Translation of Registrant's Name into English)



New Brunswick, Canada

(Jurisdiction of Incorporation or Organization)

Unit 1  15782 Marine Drive, White Rock, B.C. V4B 1E6 Canada

(Address of Principal Executive Offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:



Title of each class

Name of each exchange on which registered

None

Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act:



Common Shares Without Par Value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:



None

(Title of Class)



Indicate the number of outstanding shares of each of the Company's classes of capital or common stock as of the close of the period covered by the annual report.



595,367,046





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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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



Indicate by check mark which financial statement item the registrant has elected to follow.



Item 17 X

Item 18



(APPLICABLE ONLY TO COMPANIES INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS)



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.



Yes

No

Not Applicable  X



2





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SECURITIES AND EXCHANGE COMMISSION



FORM 20-F/A

ASIA PACIFIC RESOURCES LTD.

TABLE OF CONTENTS



Page No.

INTRODUCTORY NOTE

This amendment on Form 20-F/A amends our annual report on Form 20-F/A for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on April 11, 2005 and is being filed to reflect the restatement of Note 17 to the consolidated financial statements.



Subsequent to the issuance of the Companys consolidated financial statements for the year ended December 31, 2004, the Companys management determined that in preparing its Reconciliation between Canadian generally accepted accounting principles and generally accepted accounting principles in the United States of America (U.S. GAAP) , and pursuant to U.S. GAAP  the Company had inappropriately recorded the effect of the conversion of US$2.0 million of convertible notes (the Notes) together with accrued interest into 27,837,602 units with each unit consisting of a common share and a warrant to acquire a common share, as more specifically described in Note 7(b)(iv) of the financial statements.  The Company has determined that technically Emerging Issues Task Force Issue No. #00-27 requires the Company to recognize a beneficial conversion feature on the date the Notes were converted.  The net effect of this adjustment is to increase the U.S. GAAP net loss, net comprehensive loss, cumulative net loss and cumulative comprehensive loss by $1,949,766.



This amendment incorporates the revisions to Schedule A, the Auditors Report and Consolidated financial Statements of the Company but is not intended to update other information presented in this annual report as originally filed except where specifically noted.



NOTE REGARDING FORWARD LOOKING STATEMENTS

5

GLOSSARY OF TERMS

6



PART 1

ITEM 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

9

ITEM 2

OFFER STATISTICS AND EXPECTED TIMETABLE

9

ITEM 3

KEY INFORMATION

9

A.

Selected Financial Data

9

B.

Capitalization and Indebtedness

10

C.

Reasons for the Offer and Use of Proceeds

10

D.

Risk Factors

10

ITEM 4

INFORMATION ON THE COMPANY

14

A.

History and Development of the Company

14

B.

Business Overview

16

C.

Organizational Structure

18

D.

Property Plant and Equipment

20

ITEM 5

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

32

A.

Results of Operations

32

B.

Liquidity and Capital Resources

34

C.

Research and Development, Patents and Licenses, etc.

35

D.

Trend Information

35

E.

Off-balance sheet arrangements

35

F.

Tabular disclosure of contractual obligations

35

G.

Safe harbor

38

ITEM 6

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

39

A.

Directors and Senior Management

39

B.

Compensation

40



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C.

Board Practices

42

D.

Employees

45

E.

Share Ownership

45

ITEM 7

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

46

A.

Major Shareholders

46

B.

Related Party Transactions

46

C.

Interests of Experts and Counsel

47

ITEM 8

FINANCIAL INFORMATION

47

A.

Consolidated Statements and Other Financial Information

47

B.

Significant Changes

47

ITEM 9

THE OFFER AND LISTING

47

A.

Offer and Listing Details

47

B.

Plan of Distribution

47

C.

Markets

47

D.

Selling Shareholders

48

E.

Dilution

48

F.

Expenses of the Issue

48

ITEM 10

ADDITIONAL INFORMATION

48

A.

Share Capital

48

B.

Memorandum and Articles of Association

48

C.

Material Contracts

48

D.

Canadian Exchange Controls

48

E.

Taxation

51

F.

Dividends and Paying Agents

59

G.

Statement by Experts

59

H.

Documents on Display

59

I.

Subsidiary Information

60

ITEM 11

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

60

ITEM 12

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

60



PART II

ITEM 13

DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

60

ITEM 14

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND

USE OF PROCEEDS

60

ITEM 15

CONTROLS AND PROCEDURE

60

ITEM 16

ITEM 16A

AUDIT COMMITTEE FINANCIAL EXPERT

61

ITEM 16B

CODE OF ETHICS

64

ITEM 16C

PRINCIPAL ACCOUNTANT FEES AND SERVICE

65

ITEM 16D

EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

65

ITEM 16E

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND \

AFFILIATED PURCHASERS

65



PART III

ITEM 17

FINANCIAL STATEMENTS

65

ITEM 18

FINANCIAL STATEMENTS

66

ITEM 19

EXHIBITS

66

SIGNATURES

67

EXHIBIT INDEX

68

SCHEDULE A  CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1



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PART I

Item 3.  Key Information.

A.

Selected Financial Data.

1.

The following financial information, stated in Canadian dollars under Canadian Generally Accepted Accounting Principles (GAAP), is for the Company's last five completed fiscal year ends (FYE). The Company changed its year end from February 28 to December 31 effective for the ten month period from March 1, 2002 to December 31, 2002.  U.S. GAAP differs in some respects from Canadian GAAP.  A reconciliation of these differences has been provided in note 17 of the audited consolidated financial statements of the Company included with this Annual Report.  The selected financial data for the year ended December 31, 2004 under U.S. GAAP set forth in this Item 3 has been restated; see Notes 2a) and 17 to the consolidated financial statements of the Company for the year ended December 31, 2004 included with this Annual Report.  Unless otherwise noted, all currency amounts in this Annual Report are stated in Canadian dollars.

|                          |              |              |                                    |              |             
|------------------------- | ------------ | ------------ | ---------------------------------- | ------------ | ------------
|Canadian GAAP             | FYE
2004     | FYE
2003     | Ten months ended December 31, 2002 | FYE
2002     | FYE
2001    
|                          | $            | $            | $                                  | $            | $           
|Interest and other income | 66,144       | 93,057       | 167,379                            | 32,873       | 172,825     
|Net loss                  | (3,685,799)  | (4,764,412)  | (3,963,075)                        | (12,236,212) | (18,464,735)
|Loss per common share     | (0.01)       | (0.01)       | (0.01)                             | (0.21)       | (0.34)      
|Total assets              | 106,247,137  | 98,573,631   | 101,919,206                        | 94,602,691   | 94,448,637  
|Net assets                | 91,687,170   | 83,147,905   | 84,681,394                         | 12,103,494   | 21,282,247  
|Share capital             | 169,939,997  | 158,902,475  | 156,727,265                        | 75,236,994   | 72,179,535  
|Deficit                   | (80,532,225) | (76,846,426) | (72,082,014)                       | (68,118,939) | (55,882,727)
|Common shares outstanding | 595,367,046  | 464,369,448  | 442,225,002                        | 60,093,341   | 54,467,705  



|                          |                        |             |                                    |              |             
|------------------------- | ---------------------- | ----------- | ---------------------------------- | ------------ | ------------
|USGAAP                    | FYE
2004
(as restated) | FYE
2003    | Ten months ended
December 31, 2002 | FYE
2002     | FYE
2001    
|                          | $                      | $           | $                                  | $            | $           
|Interest and other income | 66,144                 | 93,057      | 167,379                            | 32,873       | 172,825     
|Net loss                  | (7,074,584)            | (7,397,846) | (6,093,558)                        | (14,772,829) | (19,431,860)
|Loss per common share     | (0.01)                 | (0.02)      | (0.02)                             | (0.22)       | (0.34)      
|Total assets              | 80,810,105             | 74,650,398  | 79,204,511                         | 74,108,479   | 76,496,528  
|Net assets (deficiency)   | 64,919,718             | 57,821,920  | 60,439,270                         | (10,008,147) | 1,707,223   
|Common shares outstanding | 595,367,046            | 464,369,448 | 442,225,002                        | 60,093,341   | 54,467,705  

The Company has not paid a dividend in the last five fiscal years.



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Currency Exchange Rate

The following table sets out a history of exchange rates into United States currency from Canadian currency for the periods noted.

As at February 28, 2005 $1.00 U.S. was equal to $1.2314 Cdn.

The high and low exchange rates for each month during the previous six months:

|     |          |          |          |          |          |          
|---- | -------- | -------- | -------- | -------- | -------- | ---------
|     | Feb 2005 | Jan 2005 | Dec 2004 | Nov 2004 | Oct 2004 | Sept 2004
|High | 1.2584   | 1.2470   | 1.2467   | 1.2274   | 1.2755   | 1.3140   
|Low  | 1.2241   | 1.1948   | 1.1796   | 1.1746   | 1.2158   | 1.2592   
|     |          |          |          |          |          |          



The average noon exchange rate for each of the previous five calendar years:

|       |        |        |        |       
|------ | ------ | ------ | ------ | ------
|2004   | 2003   | 2002   | 2001   | 2000  
|1.3015 | 1.4014 | 1.5704 | 1.5484 | 1.4852



All dollar amounts are stated in Canadian dollars except as expressly stated.



B.

Capitalization and Indebtedness.



This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

C.

Reasons for the Offer and Use of Proceeds.



This Form 20-F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

D.

Risk Factors



An investment in the shares of the Company must be considered highly speculative due to the nature of the Companys business and the current stage of exploration and development of its mineral resource properties.  In particular the following risk factors apply.  The order in which they appear does not necessarily reflect managements opinion of their order of priority.



The Company is subject to substantial risks associated with the mining industry related to exploration and development of its Property.

The Companys business is subject to risks normally encountered in the mining industry related to exploration and development.  The profitability of its business and the market value of its securities will be related to its success in the development of and the placing into production of its Property.  Mineral exploration and development involve significant risks and few exploration mineral properties that are explored are ultimately developed into producing mines.  Substantial expenditures will be required to place the Property into commercial production.

The Company has no known commercial reserves, as defined for the purposes of U.S. Securities legislation, on its Property.

The Company has no known commercial reservesas defined for the purposes of U.S. Securities legislation on its Property.

The SEC does not recognize Canadas Standards of Disclosure for Mineral Projects (National Instrument 43-101) under which the Company has reported mineral resources, and such information is not generally permitted in SEC reports of U.S. companies filed with the SEC.



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Until such time as the Prathanabats (mining license) and all other necessary permits are obtained and sales contracts sufficient to support a production decision are secured, the identified potash resource cannot be classified as a reserve under the SEC standard.

The Company does not currently have sufficient funds to comply with its financial commitments under its Special Prospecting Licenses and Concession Agreement in Thailand and will have to raise additional funds to meet this obligation.

In order to place the Property into commercial production, the Company must obtain a Prathanabats (Mining License), which requires a future payment of U.S.$5,000,000.  As of December 31, 2004 the Company had $7.1 million in cash and the Company will have to raise additional funds to meet this and other obligations that will arise when a Prathanabat is obtained. There is no assurance that the Company will be able to raise such additional funds.



The Company may not be granted the Mining License from the Thai government

On May 29, 2003 the Company applied for a Mining License for the mining area covering the Companys potash deposits described in the EIA (the Application).  The Application is now under review as provided under Thailands revised mining law enacted on March 10, 2004. This process leads to approval, rejection or a request to modify and amend the Application.  If the Application is not approved, the Company could lose the Property.  There can be no assurance that the Application will be approved and that the license will be obtained.  The processing of this application has been proceeding more slowly than the Company originally anticipated. It is the first application for a mining license for an underground mine in Thailand and the first application under the newly revised mining law. There is no precedent in Thailand for underground mining and so the public servants may be very cautious in taking action that will advance the approval.



The Company does not currently have sufficient funds to construct or operate a mine on its Property

The Company had $7.1 million cash as of December 31, 2004. Total capital cost for the initial stage is estimated at U.S. $308 million with the second stage at U.S. $221 million.  It is anticipated,although there cannot be assurance, that the second stage could be financed from cash flow such that no additional equity financing would be necessary at that time. The Company will need to obtain financing from outside sources, as it does not have sufficient funds to construct or operate a mine on the Udon South deposit.  The Company does not currently have any commitments from outside sources for the funding of any portion of the cost of placing the Udon South deposit into production.  There can be no assurance that the Company or its subsidiary can raise such financing, or finalize a joint venture with industry partners, raise its proportionate share of costs in a joint venture with a partner or that these costs will not increase as a result of factors beyond its control.

Third party equity participation in the Udon South deposit will have a diluting effect on existing shareholders directly or on the Companys holding in the project.

The Company expects that the implementation of the Udon South project will involve a commercial relationship with one or more other companies for the purposes of market development and project financing. The level of third party equity participation to finance the project relative to the level of debt financing potentially will have a diluting effect on existing shareholders directly or on the Companys holding in the project.

Future currency exchange rates, costs and prices could have a materially adverse impact on the development of the Companys Property.

The Companys estimated costs and prices, including potash selling prices, contained in the 1998 Kilborn Feasibility Study for the Udon South deposit were based on 1998 currency exchange rates, costs and prices.  The Company engaged international consultants including AMEC/Ausenco for processing, Steffen, Robertson and Kirsten (Australasia) Pty Ltd. (SRK) for resources and mining, Golders for geotechnical and JT Boyd for mining, to evaluate development alternatives, the results of which were announced in October 2002. Based on the technical, economic and market studies, the Company has concluded that there is an optimum initial rate of production balancing the various parameters including orderly market entry, technical start-up and commissioning issues.  After taking into account the relatively fixed costs of



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underground access and the transportation infrastructure the optimum was found to be a staged development starting at one million tonnes potash per annum and subsequently scaling up to two million tonnes per annum.

Current values and exchange rates have been used rather than forecasting future trends.  If future currency exchange rates, costs and prices change adversely from those used to calculate the estimated costs and prices, they could have a materially adverse impact on the feasibility of placing the Property into commercial production and on the Companys financial condition.

The Company may not be able to market its potash or to receive an adequate return on invested capital.

If the Property is placed into commercial production, the marketability of the Companys potash will be affected by numerous factors beyond control of the Company.  These factors include market fluctuations, the proximity and capacity of markets to absorb production from the Property, performance of plant and equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of potash and environmental protection, and competition with large established potash mining companies with substantial capabilities and greater financial and technical resources than those of the Company.  The exact effect of these factors cannot be accurately predicted.  Even if production is achieved, a combination of these factors may result in the Company not receiving any or an adequate return on invested capital. There can be no assurance that the growth in demand for potash in Asia (including China) will absorb the Companys output in the future.

Some of the Companys competitors have greater financial, technical, and other resources than it does and it may not be able to compete successfully.

There are a number of large established potash mining companies with substantial capabilities and greater financial and technical resources than those of the Company with which the Company will have to compete to capture markets for its products.  There is no established commodity exchange or forward market for potash and the Company will have to compete in terms of price, product quality and quantity, service and reliability with these established companies to capture its market share.

Environmental risks and compliance may create liabilities that could have a material, adverse effect on the Companys financial position.

Mining operations generally involve a high degree of environmental risk.  While certain of the Companys senior executives have significant experience in mine construction and operation, the Company has not previously constructed or operated a mine and it does not have experience in managing environmental risks.  Environmental risks, which include particulate emissions, waste management, mine subsidence, water usage and brine conversion and disposal, are risks against which the Company cannot insure or which the Company may elect not to insure.  The economic impact of managing environmental risks and remediation of any potential damage may have a material, adverse effect on the Companys financial position.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions against the Company.

The Company is required to comply with the terms of the Concession Agreement, the Special Prospecting Licenses and Thai laws and regulations respecting various aspects of its proposed mine development and operations.  If the Company fails to comply with applicable laws, regulations and permitting requirements, this may result in enforcement actions against it including orders issued by regulatory or judicial authorities causing operations to cease or to be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.  The Company may be required to compensate those suffering loss or damage by reason of the mining activities and the Company may have civil or criminal fines or penalties imposed upon it for violation of applicable laws or regulations.

The Company has not received any revenues from operations to date and anticipates that it will continue to experience net losses until such time as profitable operations are achieved.

The Company has no earnings record and is unlikely to receive revenues from its operations unless it achieves commercial production.  The Company may continue to experience net losses even if it does



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achieve commercial production.  There is no guarantee that the Company will be able to find a market for potash when it begins commercial production.

Changes in political, social, business and economic conditions in Thailand could have a material effect on the business of the Company.

The Companys operations and assets are concentrated in Thailand.  Therefore, political, social, business and economic conditions in Thailand will have significant effect on the business of the Company.  Thailand has been assessed as medium political risk by AON Political Risk, alongside South Africa and China.  The country has a free-enterprise economy that welcomes foreign investment.  Thailand reported 2004 gdp growth of 6.1%.  Any changes to tax regimes, laws which affect the Property, exchange controls or political action could impair the value of the Companys investment, and may adversely affect its financial position and the results of its operations.  Thailand has little judicial or administrative experience with large mineral projects and, as a result, the Company does not know how Thailand may deal with mining issues that may arise.

As the Companys Property is located in Thailand, actions by the Thai government and currency fluctuations could have an adverse effect on its business.

As the Companys Property is located in Thailand, currency fluctuations, exchange controls, restriction on foreign investment, changes to laws which affect the Property, changes to tax regimes or political action could impair the value of the Companys investment, and may adversely affect its financial position and the results of its operations.  Thailand has little judicial or administrative experience with large mineral projects and, as a result, the Company does not know how Thailand may deal with mining issues that may arise.

The Company may be adversely affected by fluctuations in foreign exchange rates.

The Company is susceptible to fluctuations in foreign exchange rates, with regard to development of its Property in Thailand.  The Company does not use derivative instruments in order to reduce its exposure to foreign exchange risk but it may be required by financing institutions or may elect to adopt such procedures in conjunction with financing the construction of the Property.  The Companys future capital expenditure and product revenue are largely expected to be denominated in U.S. dollars, while operating expenses are expected to be incurred in Thai baht or U.S. dollars.  In the last five years, the Thai baht has traded in a relatively stable pattern averaging 41.84 baht per U.S.$1.00.

The average exchange rate for each of the previous five calendar years:

|      |       |       |       |      
|----- | ----- | ----- | ----- | -----
|2004  | 2003  | 2002  | 2001  | 2000 
|40.22 | 41.48 | 42.96 | 44.43 | 40.11



The Companys primary listing is on the Toronto Stock Exchange. However, in the United States the Companys common shares are subject to the SEC's penny stock rules which could decrease their liquidity.

The Companys common shares have for the last several years traded at a price of less than U.S.$5.00 and, therefore, would be subject to the regulations on penny stocks.  As such, the market liquidity for the Companys common shares could be severely and adversely affected by limiting the ability of broker-dealers to sell the Companys common shares and the ability of shareholders to sell their common shares at a time and price acceptable to them.

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks generally are equity securities with a price of less than U.S.$5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rule requires a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standard risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customers account. The bid



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and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction.



PART III



Item 17.  Financial Statements.

The Companys consolidated financial statements are stated in Canadian dollars ($Cdn.) and are prepared in accordance with Canadian Generally Accepted Accounting Principles, the application of which in the case of the Company conforms in all material respects for the periods presented with United States Generally Accepted Accounting Principles, except as disclosed in note 17 of the audited consolidated financial statements of the Company included with this annual report.

Audited consolidated financial statements for the years ending December 31, 2004 and 2003, and the ten months ending December 31, 2002 are included herewith, together with the auditors reports for each of these periods.

The consolidated financial statements as required under Item 17 are found immediately following the text of this Annual Report.  The report of Deloitte & Touche LLP, Independent Registered Chartered Accountants, is included herein immediately preceding the audited consolidated financial statements.

Audited Financial Statements are attached as Schedule A to this 20-F Annual Report:

Report of Independent Registered Chartered Accountants, dated March 17, 2005, except for Notes 2(a) and 17 for which the date is March 29, 2006

Consolidated Balance Sheets at December 31, 2004 and December 31, 2003.

Consolidated Statements of Loss and Deficit for the years ended December 31, 2004 and 2003 and the ten months ended December 31, 2002 and cumulative from inception to December 31, 2004.

Consolidated Statements of Cash Flows for the years ended December 31, 2004 and 2003 and the ten months ended December 31, 2002 and cumulative from inception to December 31, 2004.

Notes to Consolidated Financial Statements.



Item 18.  Financial Statements.

The Company has responded to Item 17.

Item 19.  Exhibits

|                                                                                                 
|-------------------------------------------------------------------------------------------------
|12.1
Certification of Chief Executive Officer pursuant to s.302 of the Sarbanes-Oxley Act of 2002
|12.2
Certification of Chief Financial Officer pursuant to s.302 of the Sarbanes-Oxley Act of 2002
|13.1
Certification of Chief Executive Officer pursuant to s.906 of the Sarbanes-Oxley Act of 2002
|13.2
Certification of Chief Financial Officer pursuant to s.906 of the Sarbanes-Oxley Act of 2002
|99.1                                                                                             
|Audited Financial Statements
    - Schedule A                                                    



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SIGNATURES



Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused this Annual Report to be signed on itsbehalf by the undersigned, thereunto duly authorized.



|                                            
|--------------------------------------------
|ASIA PACIFIC RESOURCES LTD.                 
|/s/John G. Bovard(Signature)                
|John G. Bovard
Its:  Chief Executive Officer



Date: April 19, 2006



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EXHIBIT INDEX

|               |                                                                                             
|-------------- | --------------------------------------------------------------------------------------------
|Exhibit Number | Exhibit Description                                                                         
|12.1           | Certification of Chief Executive Officer pursuant to s.302 of the Sarbanes-Oxley Act of 2002
|12.2           | Certification of Chief Financial Officer pursuant to s.302 of the Sarbanes-Oxley Act of 2002
|13.1           | Certification of Chief Executive Officer pursuant to s.906 of the Sarbanes-Oxley Act of 2002
|13.2           | Certification of Chief Financial Officer pursuant to s.906 of the Sarbanes-Oxley Act of 2002
|99.1           | Audited Financial Statements
    - Schedule A                                               

|
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