===============================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  
Washington, DC 20549

FORM 10-QSB



|[X]   | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
|----- | ----------------------------------------------------------------------------------------
|      | FOR THE QUARTERLY PERIOD ENDED October 31, 2005                                         
|      |                                                                                         
|      | 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 No.:   000-51519

AMERIPRINT INTERNATIONAL LTD.



|NEVADA                                                         | 98-0434820                          
|-------------------------------------------------------------- | ------------------------------------
|(State of other jurisdiction of incorporation or organization) | (IRS Employer Identification Number)
|

475 Howe Street
Suite 1030
Vancouver, British Columbia
Canada   V6C 2B3(Address of principal executive offices)

(604) 683-3987(Registrant's telephone number, including area code)

|The Registrant is a Shell company:   Yes [   ]    No [x]
|--------------------------------------------------------

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 [   ]

As of December 6, 2005, the total number of shares of common stock issued and outstanding is 10,000,000.

================================================================================================



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PART I.

ITEM 1.     FINANCIAL STATEMENTS

Ameriprint International Ltd.
(A Development Stage Company)







| | Balance Sheets                    |  |  |  |  |  |            |     | F-1
| | --------------------------------- |  |  |  |  |  | ---------- | --- | ---
|
| | Statements of Operations          |  |  |  |  |  |            | F-2
|
| | Statements of Cash Flows          |  |  |  |  |  |            | F-3
|
| | Notes to the Financial Statements |  |  |  |  |  | F-4 to F-8

















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Ameriprint International Ltd.
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. dollars)





|                                                                                                          | October 31,
2005
$ |  | April 30,
2005
$
|--------------------------------------------------------------------------------------------------------- | ------------------ |  | ----------------
|ASSETS                                                                                                    | (unaudited)        |  | (audited)       
|                                                                                                          |                    |  |                 
|Current Assets                                                                                            |                    |  |                 
|                                                                                                          |                    |  |                 
|Cash                                                                                                      | 9,593              |  | 34,531          
|Prepaid expenses                                                                                          | 225                |  | 225             
|                                                                                                          |                    |  |                 
|Total Current Assets                                                                                      | 9,818              |  | 34,756          
|                                                                                                          |                    |  |                 
|Intangible Assets (Note 3)                                                                                | 6,022              |  | 7,226           
|                                                                                                          |                    |  |                 
|Total Assets                                                                                              | 15,840             |  | 41,982          
|                                                                                                          |                    |  |                 
|LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                                                           |                    |  |                 
|                                                                                                          |                    |  |                 
|Current Liabilities                                                                                       |                    |  |                 
|                                                                                                          |                    |  |                 
|Accounts payable                                                                                          | -                  |  | 2,000           
|Accrued liabilities                                                                                       | 1,900              |  | 8,121           
|Due to a related party (Note 4)                                                                           | 23,655             |  | 23,655          
|                                                                                                          |                    |  |                 
|Total Liabilities                                                                                         | 25,555             |  | 33,776          
|                                                                                                          |                    |  |                 
|Stockholders' Equity (Deficit)                                                                            |                    |  |                 
|                                                                                                          |                    |  |                 
|Common Stock, 100,000,000 shares authorized, $0.00001 par value; 10,000,000 shares issued and outstanding | 100                |  | 100             
|                                                                                                          |                    |  |                 
|Additional Paid-in Capital                                                                                | 39,844             |  | 39,844          
|                                                                                                          |                    |  |                 
|Deficit Accumulated During the Development Stage                                                          | (49,659)           |  | (31,738)        
|                                                                                                          |                    |  |                 
|Total Stockholders' Equity (Deficit)                                                                      | (9,715)            |  | 8,206           
|                                                                                                          |                    |  |                 
|Total Liabilities and Stockholders' Equity (Deficit)                                                      | 15,840             |  | 41,982          
|                                                                                                          |                    |  |                 





(The accompanying notes are an integral part of these financial statements)
F-1

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Ameriprint International Ltd.
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. dollars)
(unaudited)



|                                              | Three       |  | Three       |  | Six         |  | Six         |  | Accumulated From   
|--------------------------------------------- | ----------- |  | ----------- |  | ----------- |  | ----------- |  | -------------------
|                                              | Months      |  | Months      |  | Months      |  | Months      |  | April 7, 2004      
|                                              | Ended       |  | Ended       |  | Ended       |  | Ended       |  | (Date of Inception)
|                                              | October 31, |  | October 31, |  | October 31, |  | October 31, |  | to October 31,     
|                                              | 2005        |  | 2004        |  | 2005        |  | 2004        |  | 2005               
|                                              | $           |  | $           |  | $           |  | $           |  | $                  
|                                              |             |  |             |  |             |  |             |  |                    
|Sales                                         | -           |  | -           |  | 4,536       |  | -           |  | 4,536              
|                                              |             |  |             |  |             |  |             |  |                    
|Cost of Sales                                 | -           |  | -           |  | 4,200       |  | -           |  | 4,200              
|Gross Profit                                  | -           |  | -           |  | 336         |  | -           |  | 336                
|                                              |             |  |             |  |             |  |             |  |                    
|Expenses                                      |             |  |             |  |             |  |             |  |                    
|                                              |             |  |             |  |             |  |             |  |                    
|Accounting and audit                          | 1,742       |  | 2,700       |  | 3,842       |  | 4,021       |  | 16,904             
|Amortization                                  | 602         |  | -           |  | 1,204       |  | -           |  | 1,204              
|Consulting                                    | -           |  | -           |  | 10,000      |  | -           |  | 10,000             
|Legal fees                                    | -           |  | -           |  | -           |  | -           |  | 15,000             
|Office and rent (Note 4)                      | 1,517       |  | 25          |  | 3,211       |  | 414         |  | 6,887              
|                                              |             |  |             |  |             |  |             |  |                    
|Total Expenses                                | 3,861       |  | 2,725       |  | 18,257      |  | 4,435       |  | 49,995             
|                                              |             |  |             |  |             |  |             |  |                    
|Net Loss for the Period                       | (3,861)     |  | (2,725)     |  | (17,921)    |  | (4,435)     |  | (49,659)           
|                                              |             |  |             |  |             |  |             |  |                    
|                                              |             |  |             |  |             |  |             |  |                    
|Net Loss Per Share - Basic and Diluted        | -           |  | -           |  | -           |  | -           |  |                    
|                                              |             |  |             |  |             |  |             |  |                    
|Weighted Average Number of Shares Outstanding | 10,000,000  |  | 5,000,000   |  | 10,000,000  |  | 5,000,000   |  |                    
|                                              |             |  |             |  |             |  |             |  |                    









(The accompanying notes are an integral part of these financial statements)

F-2

- 4 -

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Ameriprint International Ltd.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)



|                                                                           | Six Months
Ended |  | Six Months
Ended
|-------------------------------------------------------------------------- | ---------------- |  | ----------------
|                                                                           | October 31,      |  | October 31,     
|                                                                           | 2005             |  | 2004            
|                                                                           | $                |  | $               
|                                                                           |                  |  |                 
|                                                                           |                  |  |                 
|Cash Flows Used In Operating Activities                                    |                  |  |                 
|                                                                           |                  |  |                 
|Net loss for the period                                                    | (17,921)         |  | (4,435)         
|                                                                           |                  |  |                 
|Adjustment to reconcile net loss to net cash used in operating activities: |                  |  |                 
|                                                                           |                  |  |                 
|Amortization                                                               | 1,204            |  | -               
|                                                                           |                  |  |                 
|Changes in operating assets and liabilities:                               |                  |  |                 
|                                                                           |                  |  |                 
|Accounts payable                                                           | (2,000)          |  | -               
|Accrued liabilities                                                        | (6,221)          |  | 1,100           
|                                                                           |                  |  |                 
|Net Cash Used in Operating Activities                                      | (24,938)         |  | (3,335)         
|                                                                           |                  |  |                 
|Cash Flows Used In Investing Activities                                    | -                |  | -               
|                                                                           |                  |  |                 
|Cash Flows From Financing Activities                                       |                  |  |                 
|                                                                           |                  |  |                 
|Advances from a related party                                              | -                |  | 3,300           
|                                                                           |                  |  |                 
|Net Cash Flows Provided By Financing Activities                            | -                |  | 3,300           
|                                                                           |                  |  |                 
|Decrease in Cash                                                           | (24,938)         |  | (35)            
|                                                                           |                  |  |                 
|Cash - Beginning of Period                                                 | 34,531           |  | 129             
|                                                                           |                  |  |                 
|Cash - End of Period                                                       | 9,593            |  | 94              
|                                                                           |                  |  |                 
|Non-cash Investing and Financing Activities                                | -                |  | -               
|                                                                           |                  |  |                 
|Supplemental Disclosures                                                   |                  |  |                 
|                                                                           |                  |  |                 
|Interest paid                                                              | -                |  | -               
|Income taxes paid                                                          | -                |  | -               
|                                                                           |                  |  |                 







(The accompanying notes are an integral part of these financial statements)

F-3

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Ameriprint International Ltd.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited)

|1. | Nature and Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company was incorporated in the State of Nevada on April 7, 2004. The Company'
s principal operations consist of printing, advertising and graphic design services to small, medium and large size companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | 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. 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 the attainment of profitable operations. As at October 31, 2005, the Company had working capital deficit of $15,737 compared to working capital of $980 as at April 30, 2005 and has accumulated losses of $49,659 since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company'
s ability to continue as a going concern.
|  
|   | The Company filed an SB-2 Registration Statement, which was declared effective on December 10, 2004, with proposed registration of a minimum of 5,000,000 shares and a maximum of 10,000,000 shares of common stock at a price of $0.01 per share. During the year ended April 30, 2005, the Company issued 5,000,000 shares for gross proceeds of $50,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-4

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Ameriprint International Ltd.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited)

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | d)                                                    
|  
|   |                                                       
|  
|   | e)                                                    
|  
|   |                                                       
|  
|   | f)                                                    
|  
|   |                                                       
|  
|   | g)                                                    
|  
|   |                                                       

F-5

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Ameriprint International Ltd.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited)

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



F-6

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Ameriprint International Ltd.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited)

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

F-7

- 9 -

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Ameriprint International Ltd.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited)

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

F-8

- 10 -

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Ameriprint International Ltd.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
(unaudited)

|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | n)                                                    
|  
|   |                                                       
|  
|   |                                                       
|  
|   |                                                       
|  
|  
|3. | Intangible Assets                                     
|  



|                          |       |  |                          |  | October 31,
2005   |  | April 30,
2005    
|------------------------- | ----- |  | ------------------------ |  | ------------------ |  | ------------------
|                          | Cost  |  | Accumulated Amortization |  | Net Carrying
Value |  | Net Carrying
Value
|                          | $     |  | $                        |  | $                  |  | $                 
|                          |       |  |                          |  | (unaudited)        |  | (audited)         
|                          |       |  |                          |  |                    |  |                   
|Website development costs | 7,226 |  | 1,204                    |  | 6,022              |  | -                 

|4. | Related Party Transactions
|-- | --------------------------
|  
|   | a)                        
|  
|   | b)                        





F-9

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ITEM 2.     MANAGEMENTS'S DISCUSSION AN ANALYSIS OR PLAN OF OPERATION

This section of this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.

We are a start-up stage corporation and have recently started operations. We have generated minimal revenue from our business operations.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated minimal revenues and no substantial revenues are anticipated until we source out purveyors of services for products to sell and source out clients to buy our services and our marketing and advertising campaign takes effect. We have no agreement with Mr. Moe to supply us with additional capital and there is no assurance that he will supply us with additional capital if we need it. Even with the proceeds from our public offering, we may have to rely upon continued financial support, through loans, from Kevin Moe, our sole shareholder.

We have begun operations but we cannot guarantee that we will be able to stay in business unless we start to earn revenues from our operations. If we are unable to successfully negotiate strategic alliances with purveyors of services to enable us to offer these services to our clients, or if we are unable to attract enough clients to utilize our services, we may quickly use up the proceeds from our public offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash.

If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.

Plan of Operation

We raised net proceeds of $40,000 from our public offering. We allocated the proceeds as follows:



|Website development       |  | $ | 10,000
|------------------------- |  | - | ------
|Marketing and advertising |  | $ | 15,000
|Salaries                  |  | $ | 0     
|Rent                      |  | $ | 6,000 
|Working capital           |  | $ | 9,000 



- 12 -

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We will not be conducting any product research or development. We do not expect to purchase or sell plant or equipment. Further we do not expect changes in the number of employees.

Our specific goal is to begin to profitably sell our services to companies and corporations of all sizes. We intend to accomplish the foregoing through the following milestones:

|1. | Since completing our public offering, we have established our office. We have begun to pay Mr. Moe $500 per month for rent. Our rental payment includes the use of office space, computer, high speed Internet access and telephone services. Our sole officer and director will handle our administrative duties. We have not hired any additional employees                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | We have hired an outside web designer to complete development of our website. Our website is operational. The cost to date to have our website running and functional is $7,226 and we have budgeted a total of up to $10,000 to complete development of our website.                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | We have begun to market our services and website in the United States and Canada through mass email marketing; ongoing telemarketing; and direct business to business contact; broad-based media advertising; and flyer insert programs. We also intend to solicit customers from a data base derived from the Internet, the Yellow Pages and published lists derived from trade directories. We have spent $10,000 to date on our marketing and advertising campaign and have budgeted up to $15,000 towards our marketing campaign. Our marketing program will be ongoing into the future.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | We have completed one print job to date and we believe we will begin to receive additional orders from our website and our marketing and advertising campaign.                                                                                                                                                                                                                                                                                                                                                                                                                              

In summary, our website is operational, we have begun our marketing and advertising campaign and we have completed one initial print order and we were paid $4,536. We believe we will start to generate sufficient revenues to continue operations.

If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.

Limited operating history; need for additional capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated only minimal revenue prior to October 31, 2005. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.



- 13 -

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To become profitable and competitive, we have to continue to locate and negotiate agreements with quality wholesale trade printers and paper product suppliers. We will then have to attract a broad base of customers to provide us with the necessary volume to meet our contractual volume obligations. We will then have to attract on going customers to engage our services.

We raised $50,000 from the sale of 5,000,000 shares of common stock in our public offering at a price of $0.01 per share.

Results of operations

From Inception on April 7, 2004 to October 31,2005

Since inception, we incorporated the company, hired the attorney, and hired the auditor for the preparation of our public offering. We have established a corporate office. We reserved the domain name www.goameriprint.com. We have completed initial development of our website. We have begun contact with trade printers to establish sources for our printing. Our loss since inception is $49,659.

Since inception, we sold 5,000,000 shares of common stock to our sole officer and director for $50.

On December 10, 2004, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-116169, permitting us to offer up to 10,000,000 shares of common stock at $0.01 per share. There was no underwriter involved in our public offering.

On the January 31, 2005, we completed our public offering by raising $50,000. We sold 5,000,000 shares of our common stock at an offering price of $0.01 per share, to 29 persons.

Liquidity and capital resources

As of the date of this quarterly report, we have yet to generate any significant revenue from our business operations.

At October 31, 2005, Mr. Moe, our president, is owed $23,655 which is non-interest bearing, unsecured and due on demand. Mr. Moe provides office premises to us. The office premises are valued at $500 per month. During the six months ended October 31, 2005, the President of the Company charged $3,000 for office premises.

We posted a loss of $3,861 for the quarter ending October 31, 2005 compared to a loss of $2,725 for the quarter ended October 31, 2004.  The increase in the loss is due to the fact that the Company paid office rent during the current quarter.



- 14 -

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Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we generated only minimal revenue and no significant revenues are expected until our marketing and advertising campaign takes effect. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than the sale of print services on our web site.

At October 31, 2005, our total assets were $15,840 and our total liabilities were $25,555.

At October 31, 2005, we had working capital deficit of $15,737 compared to a working capital of $980 at April 30, 2005.

We have no long-term debt and do not regard long-term borrowing as a good, prospective source of financing.

Recent accounting pronouncements

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, "Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS No. 3". SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (Revised 2004) ("SFAS No. 123R"), "Share-Based Payment." SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS No. 123R represents the culmination of a two-year effort to respond to requests from investors and many others that the FASB improve the accounting for share-based payment arrangements with employees. The scope of SFAS No. 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS No. 123R replaces SFAS No. 123, "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees".SFAS No.123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that statement permitted entities the option of continuing to apply the guidance in APB Opinion No. 25, as long as the footnotes to the financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Although those disclosures helped to mitigate the problems associated with accounting under APB Opinion No. 25, many investors and other users of financial statements believed that the failure to include employee compensation costs in the income statement impaired the transparency, comparability, and credibility of financial statements. Public entities that file as small business issuers will be required to apply Statement 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.



- 15 -

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In December 2004, the FASB issued SFAS No. 153,"Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29". SFAS No. 153 is the result of a broader effort by the FASB to improve financial reporting by eliminating differences between GAAP in the United States and GAAP developed by the International Accounting Standards Board (IASB). As part of this effort, the FASB and the IASB identified opportunities to improve financial reporting by eliminating certain narrow differences between their existing accounting standards. SFAS No. 153 amends APB Opinion No. 29, "Accounting for Nonmonetary Transactions",that was issued in 1973. The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have "commercial substance." Previously, APB Opinion No. 29 required that the accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset should be based on the recorded amount of the asset relinquished. The provisions in SFAS No.153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The effect of adoption of this standard is not expected to have a material impact on the Company's results of operations or financial position.

FASB has also issued SFAS No. 151 and 152 but they will not have any relationship to the operations of the Company therefore a description and its impact for each on the Company' s operations and financial position have not been disclosed.

In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 (" SAB No. 107" ) to give guidance on the implementation of SFAS 123R. The Company will consider SAB No. 107 during implementation of SFAS 123R.

ITEM 3.     CONTROLS AND PROCEDURES.

(a)	Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.



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(b)Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.

There were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any deficiencies or material weaknesses of internal controls that would require corrective action.

PART II. OTHER INFORMATION

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.

On December 10, 2004, our public offering was declared effective by the SEC (SEC file no. 333-116169).  On January 21, 2005, we completed our public offering and raised $50,000 by selling 5,000,000 shares of common stock to 29 individuals.  There was no underwriter involved in our public offering.  All of the shares were sold by our sole officer and director, Kevin Moe.

We used the proceeds as follows:



| | Legal Fees                        | $ | 10,106
| | --------------------------------- | - | ------
| | Accounting Fees                   | $ | 9,082 
| | Transfer Agent Fees               | $ | 1,000 
| | Web Design Fees                   | $ | 7,395 
| | Filing Fees                       | $ | 415   
| | Rent                              | $ | 4,500 
| | Marketing and Advertising program | $ | 10,000
| | Bank Fees                         | $ | 132   
| | Office Expenses                   | $ | 162   
| | Total                             | $ | 42,793

We currently have proceeds of $7,207 from our public offering.

ITEM 6.     EXHIBITS

The following exhibits are attached hereto:

|Exhibit | Document Description                                                                                                                                                                         
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                              
|31.1    | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and Rule 15d-15(e), promulgated under the Securities 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 Chief Financial Officer)                 





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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 6th day of December, 2005.



| | AMERIPRINT INTERNATIONAL LTD.
| | -----------------------------
|
| | BY:                          
| |                              





















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