UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark One)
            |X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended January 31, 2006

                                       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 000-51519

                          Ameriprint International Ltd.
--------------------------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

          Nevada                                98-043482
----------------------------            ---------------------------
      (State or other                         (IRS Employer
      jurisdiction of                      Identification No.)
     incorporation or
      organization)

                  2 Allen Center, 1200 Smith Street, 16th Floor
                              Houston, Texas 77002
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (713) 353-3948
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                           475 Howe Street, Suite 1030
                   Vancouver, British Columbia, Canada V6C 2B3
--------------------------------------------------------------------------------
                  (Former address if changed since last report)

      Check whether the issuer (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, and (2) has been subject to such filing requirements for
the past 90 days.   Yes |X|   No |_|

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2).     Yes |_|   No |X|

      As of March 15, 2006, there were 12,020,000 shares of the issuer's common
stock, par value $0.001, issued and outstanding.

      Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
<PAGE>

                         AMERIPRINT INTERNATIONAL LTD.
               JANUARY 31, 2006 QUARTERLY REPORT ON FORM 10-QSB
                                TABLE OF CONTENTS


                                                                            PAGE

          Special Note Regarding Forward Looking Statements..............   3

                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements...........................................   4

Item 2.   Plan of Operation..............................................   15

Item 3.   Controls and Procedures........................................   15

                                     PART II

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds....   16

Item 5.   Other Information..............................................   16

Item 6.   Exhibits.......................................................   17


                                       2
<PAGE>

              SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      To the extent that the information presented in this Quarterly Report on
Form 10-QSB for the quarter ended January 31, 2006 discusses financial
projections, information or expectations about our products or markets, or
otherwise makes statements about future events, such statements are
forward-looking. We are making these forward-looking statements in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and uncertainties
are described, among other places in this Quarterly Report, in "Plan of
Operation".

      In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Quarterly
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Quarterly Report.


                                       3
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                                                                            PAGE

      Balance Sheets as at January 31, 2006 (Unaudited) and
          April 30, 2005 (Audited)...........................................5

      Statements of Operations for the three and nine months
          ended January 31, 2006 and 2005 (Unaudited) and for
          the period from April 7, 2004 (date of inception) to
          January 31, 2006 (Unaudited).......................................6

      Statements of Cash Flows for the nine months ended
          January 31, 2006 and 2005 (Unaudited) and for the
          period from April 7, 2004 (date of inception) to
          January 31, 2006 (Unaudited).......................................7

      Notes to Financial Statements (Unaudited)..............................8


                                       4
<PAGE>

AMERIPRINT INTERNATIONAL LTD.
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         January 31,        April 30,
                                                                            2006              2005
                                                                         (unaudited)
                                                                       ----------------   ---------------
<S>                                                                    <C>                <C>
ASSETS

    CURRENT ASSETS

       Cash                                                            $           890    $        34,531
       Prepaid expenses                                                            225                225
                                                                       ----------------   ----------------
             Total Current Assets                                                1,115             34,756
                                                                       ----------------   ----------------

    OTHER ASSETS

       Unproven oil & gas properties                                           373,775                 --
                                                                       ----------------   ----------------

    ASSETS FROM DISCONTINUED OPERATIONS                                          5,419              7,226
                                                                       ----------------   ----------------

    TOTAL ASSETS                                                       $       380,309    $        41,982
                                                                       ================   ================

LIABILITIES AND STOCKHOLDERS' EQUITY

    CURRENT LIABILITIES
       Accounts payable                                                $           817    $         2,000
       Acrued liabilites                                                         1,900              8,121
       Related party payable                                                    34,608             23,655
                                                                       ----------------   ----------------
             Total Current Liabilities                                          37,325             33,776
                                                                       ----------------   ----------------

    COMMITMENTS AND CONTINGENCIES                                                   --                 --
                                                                       ----------------   ----------------

    STOCKHOLDERS' EQUITY
       Common stock, $0.00001 par value; 100,000,000 shares
         authorized, 12,000,000 shares issued and
         outstanding, respectively                                                 104                100
       Additional paid-in capital                                              413,615             39,844
       Deficit Accumulated During the Development Stage                        (70,735)           (31,738)
                                                                       ----------------   ----------------
             Total Stockholders' Equity                                        342,984              8,206
                                                                       ----------------   ----------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $       380,309    $        41,982
                                                                       ================   ================
</TABLE>

             The accompanying condensed notes are an integral part
                         of these financial statements.


                                       5
<PAGE>

AMERIPRINT INTERNATIONAL LTD.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                              Three Months  Three Months   Nine Months    Nine Months
                                                 Ended         Ended          Ended         Ended        From April 7, 2004
                                               January 31,   January 31,   January 31,    January 31,      (inception) to
                                                  2006          2005          2006           2005         January 31, 2006
                                              (unaudited)   (unaudited)    (unaudited)    (unaudited)        (unaudited)
                                             -------------  ------------   ------------  -------------   ------------------
<S>                                          <C>            <C>            <C>           <C>             <C>
SALES                                        $         --   $        --    $        --   $         --    $           --
COST OF SALES                                          --            --             --             --                --
                                             -------------  ------------   ------------  -------------   ------------------

Gross Profit                                 $         --   $        --    $        --   $         --    $           --
                                             -------------  ------------   ------------  -------------   ------------------

OPERATING EXPENSES
      Accounting and audit                   $      1,799   $     1,071    $     5,641   $      5,092    $       18,703
      Consulting                                    3,200            --         13,200             --            13,200
      Legal fees                                   12,291        10,106         12,291         10,106            27,291
      General and administrative                      677            --          1,070             --             1,070
      Office and rent                               1,828           997          5,324          1,411             9,000
                                             -------------  ------------   ------------  -------------   ------------------
          TOTAL OPERATING EXPENSES                 19,795        12,174         37,526         16,609            69,264
                                             -------------  ------------   ------------  -------------   ------------------

LOSS FROM OPERATIONS                              (19,795)      (12,174)       (37,526)       (16,609)          (69,264)
                                             -------------  ------------   ------------  -------------   ------------------

INCOME (LOSS) BEFORE TAXES                        (19,795)      (12,174)       (37,526)       (16,609)          (69,264)
                                             -------------  ------------   ------------  -------------   ------------------

INCOME TAX EXPENSE                                     --            --             --             --                --
                                             -------------  ------------   ------------  -------------   ------------------

ALLOCATION OF LOSS TO DISCONTINUED
  OPERATIONS                                 $        602   $        --    $     1,471   $         --    $        1,471
                                             -------------  ------------   ------------  -------------   ------------------

NET INCOME (LOSS)                            $    (20,397)  $   (12,174)   $   (38,997)  $    (16,609)   $      (70,735)
                                             =============  ============   ============  =============   ==================

NET LOSS PER COMMON SHARE,
      BASIC AND DILUTED                      $        nil   $       nil    $       nil   $        nil
                                             =============  ============   ============  =============

WEIGHTED AVERAGE NUMBER OF
      COMMON STOCK SHARES
      OUTSTANDING, BASIC AND DILUTED           10,057,971     5,417,000     10,057,971   5,139,000.00
                                             =============  ============   ============  =============
</TABLE>

             The accompanying condensed notes are an integral part
                         of these financial statements.


                                       6
<PAGE>

AMERIPRINT INTERNATIONAL LTD.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                             January 31,              From April 7, 2004
                                                                   -------------------------------      (inception) to
                                                                       2006             2005           January 31, 2006
                                                                    (unaudited)      (unaudited)          (unaudited)
                                                                   --------------   --------------    ------------------
<S>                                                                <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                     $     (38,997)   $     (16,609)    $         (70,735)
      Adjustments to reconcile net loss to net cash
           provided (used) by operating activities:
                Allocated to discontinued operations                       1,806               --                 1,806
           Decrease (increase) in:
                Prepaid expenses                                              --             (225)                 (225)
           Increase (decrease) in:
                Accounts payable                                          (1,182)              --                   818
                Accrued liabilities                                       (6,221)           1,850                 1,900
                Related party payable                                     10,953            3,921                34,608
                                                                   --------------   --------------    ------------------
      Net cash provided (used) by operating activities                   (33,641)         (11,063)              (31,828)
                                                                   --------------   --------------    ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
           Website development costs                                          --               --                (7,226)
                                                                   --------------   --------------    ------------------
      Net cash provided by financing activities                               --               --                (7,226)
                                                                   --------------   --------------    ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from issuance of stock                                         --           50,000                50,050
      Stock offering costs                                                    --               --               (10,106)
                                                                   --------------   --------------    ------------------
      Net cash used by financing activities                                   --           50,000                39,944
                                                                   --------------   --------------    ------------------

Net increase (decrease) in cash and cash equivalents                     (33,641)          38,937                   890

Cash, beginning of period                                                 34,531              129                    --
                                                                   --------------   --------------    ------------------

Cash, end of period                                                $         890    $      39,066     $             890
                                                                   ==============   ==============    ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid                                                      $          --    $          --
                                                                   ==============   ==============
Income taxes paid                                                  $          --    $          --
                                                                   ==============   ==============

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Stock issued for oil and gas leases                                $     373,775    $          --
</TABLE>

             The accompanying condensed notes are an integral part
                         of these financial statements.


                                       7
<PAGE>

AMERIPRINT INTERNATIONAL LTD.
(An Exploration Stage Company)
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2006
--------------------------------------------------------------------------------

NOTE  1  -  NATURE AND CONTINUANCE OF OPERATIONS

Ameriprint International Ltd. ("the Company") was incorporated in the State of
Nevada on April 7, 2004. The Company's principal operations consisted of
printing, advertising and graphic design services to small, medium and large
size companies. At January 11, 2006, the Company underwent a change of control
and its focus changed to oil and gas exploration and development.
(See Note 3 and 4.)

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.

Basis of Presentation
---------------------
The accompanying interim condensed financial statements are prepared in
accordance with rules set forth in Regulation SB of the Securities and Exchange
Commission. As such, these statements do not include all disclosures required
under generally accepted principles and should be read in conjunction with the
audited financial statements for the year ended April 30, 2005. In the opinion
of management, all required adjustments which consist of normal re-occurring
accruals and adjustments related to the discontinued operations of the Company
have been made to the financial statements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in
understanding the financial statements. The financial statements and notes are
representations of the Company's management, which is responsible for their
integrity and objectivity. These accounting policies conform to accounting
principles generally accepted in the U.S. and have been consistently applied in
the preparation of the financial statements.

Accounting Methods
------------------
These financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in U.S. dollars. The Company's fiscal year-end is April 30.

Basic and Diluted Loss per Share
--------------------------------
The Company computes net income (loss) per share in accordance with Statement
of Financial Accounting Standards No. 128, "Earnings per Share". Statement of
Financial Accounting Standards No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method. In
computing diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if
their effect is antidilutive. The Company has issued no potentially dilutive
securities at this time.

                                       8
<PAGE>

AMERIPRINT INTERNATIONAL LTD.
(An Exploration Stage Company)
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2006
--------------------------------------------------------------------------------

Estimates
---------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid instruments with maturity of three
months or less at the time of issuance to be cash equivalents.

Website Development Costs
-------------------------
The Company recognizes the costs associated with developing a website in
accordance with the American Institute of Certified Public Accountants Statement
of Position No. 98-1, "Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use". Relating to website development costs the Company
follows the guidance pursuant to the Emerging Issues Task Force No. 00-2,
"Accounting for Website Development Costs". The Company's website has become
operational. Costs associated with the website will consist primarily of
software purchased from a third party. The Company is capitalizing costs of
computer software obtained for internal use in web design and network
operations. These capitalized costs will be amortized based on their estimated
useful life over three years. Payroll and related costs will not be capitalized,
as the amounts principally relate to maintenance. Internal costs related to the
development of website content will be expensed as incurred. At January 31, 2006
and April 30, 2005, these costs are included in assets from discontinued
operations.

Long-lived Assets
-----------------
In accordance with Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets", the carrying value of intangible assets and other long-lived
assets is reviewed on a regular basis for the existence of facts or
circumstances that may suggest impairment. The Company recognizes impairment
when the sum of the expected undiscounted future cash flows is less than the
carrying amount of the asset. Impairment losses, if any, are measured as the
excess of the carrying amount of the asset over its estimated fair value.

Financial Instruments
---------------------
The fair values of cash, accounts payable, accrued liabilities and due to a
related party approximate their carrying values due to the immediate or
short-term maturity of these financial instruments.

                                       9
<PAGE>

AMERIPRINT INTERNATIONAL LTD.
(An Exploration Stage Company)
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2006
--------------------------------------------------------------------------------

Concentration of Credit Risk
----------------------------
Financial instruments that potentially subject the Company to credit risk
consist principally of cash. Cash was deposited with a high quality credit
institution

Foreign Currency Translation
----------------------------
The Company's functional currency is the Canadian dollar. The financial
statements of the Company are translated to United States dollars in accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation". Monetary assets and liabilities denominated in foreign currencies
are translated using the exchange rate prevailing at the balance sheet date.
Gains and losses arising on translation or settlement of foreign currency
denominated transactions or balances are included in the determination of
income. The Company has not, to the date of these financials statements, entered
into derivative instruments to offset the impact of foreign currency
fluctuations.

Income Taxes
------------
Potential benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted Statement of
Financial Accounting Standards No. 109 as of its inception. Pursuant to
Statement of Financial Accounting Standards No. 109, the Company is required to
compute tax asset benefits for net operating losses carried forward. The
potential benefits of net operating losses have not been recognized in these
financial statements because the Company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward in future
years.

Revenue Recognition
-------------------
The Company recognizes revenue in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 101, "Revenue Recognition". Revenue 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.

Prior to the change in control and direction of the Company, the Company's main
source of revenue was from the design and production of materials.

All revenues are included in the allocation of loss to discontinued operations
on the statement of operations.

Interim Financial Statements
----------------------------
These interim unaudited financial statements have been prepared on the same
basis as the annual financial statements and in the opinion of management,
reflect all adjustments, which include only normal recurring adjustments and
adjustments related to discontinued operations, necessary to present fairly the
Company's financial position, results of operations and cash flows for the
periods shown. The results of operations for such periods are not necessarily
indicative of the results expected for a full year or for any future period.

                                       10
<PAGE>

AMERIPRINT INTERNATIONAL LTD.
(An Exploration Stage Company)
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2006
--------------------------------------------------------------------------------

Recent Accounting Pronouncements
--------------------------------
In May 2005, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 154, "Accounting Changes and Error
Corrections - A Replacement of APB Opinion No. 20 and Statement of Financial
Accounting Standards No. 3". Statement of Financial Accounting Standards No. 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. Statement of Financial Accounting Standards No. 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 Statement of Financial Accounting Standards 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 FASB issued Statement of Financial Accounting Standards
No. 123R ("Statement of Financial Accounting Standards No. 123R"), "Share-Based
Payment." Statement of Financial Accounting Standards 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. Statement of Financial Accounting
Standards 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 Statement of
Financial Accounting Standards 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. Statement of Financial Accounting Standards No. 123R replaces Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued
to Employees". Statement of Financial Accounting Standards 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 Standards is not expected to have a material impact on the
Company's results of operations or financial position.

                                       11
<PAGE>

AMERIPRINT INTERNATIONAL LTD.
(An Exploration Stage Company)
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2006
--------------------------------------------------------------------------------

In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 153, "Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29".
Statement of Financial Accounting Standards 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. Statement of
Financial Accounting Standards No. 153 amends APB Opinion No. 29, "Accounting
for Nonmonetary Transactions", that was issued in 1973. The amendments made by
Statement of Financial Accounting Standards 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
Statement of Financial Accounting Standards 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.

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

The FASB has also issued Statement of Financial Accounting Standards No. 151 and
152 which will not have any impact on the operations of the Company.
Accordingly, further description of these pronouncements is not herein provided.

Going Concern
-------------
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 January
31, 2006, the Company had working capital deficit of $36,210 compared to working
capital of $980 at April 30, 2005 and has accumulated losses of $70,735 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.

                                       12
<PAGE>

AMERIPRINT INTERNATIONAL LTD.
(An Exploration Stage Company)
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2006
--------------------------------------------------------------------------------

NOTE 3 - CHANGE OF CONTROL

On January 11, 2006, the sole officer and director of the Company sold 4,950,000
shares of the Company's common stock to an outside party. Prior to the sale, the
sole officer and director owned 5,000,000 shares of the Company's common stock
and the outside party did not own any shares. After the sale, the sole officer
and director owed less than 1% of the total outstanding shares and the outside
party owed 4,950,000 shares of common stock or 49.50% of the total outstanding
common stock of the Company.

As of January 27, 2006, the outside party was appointed to the Company's board
of directors. Upon the resignation of the sole officer and director, the outside
party acceded to the vacated executive officer positions including president,
secretary, treasurer, CEO and CFO.

NOTE 4 - OIL AND GAS LEASE

On January 23, 2005, the Company acquired rights under certain State of Alaska
oil and gas leases pursuant to an Asset Purchase Agreement (the "Agreement") in
the amount of $373,774.50. Pursuant to the Agreement, the Company also acquired
rights in unissued State of Alaska Oil and Gas Leases. In consideration of the
sale of the Issued and Un-issued Leases (collectively the "Leases"), the Company
issued 2,000,000 shares of our restricted common stock (the "Shares'). The
Un-issued Leases have not been issued by the State of Alaska as of the date
hereof but are expected to be issued in the future. No assurance can be given
however, that this will prove to be the case. The Issued Leases are in full
force and effect and are free and clear of any liens or encumbrances. They
provide for a net revenue interest of 87.5% prior to an overriding 5% royalty.
If and when issued, the rights in the Un-Issued Leases will be the same as our
rights in the Issued Leases. The Company has assumed all obligations under the
Issued Leases from and after the date of purchase, including the obligation to
timely pay all rentals due and shall assume similar obligations under the
Un-issued Leases if and when issued. The Company has also assumed the obligation
to drill, at our sole expense, within 5 years of November 28, 2005, a test well,
for completion or abandonment, on at least one of the leases, to a bottomhole
depth and location at least sufficient to test both the West Foreland and
Hemlock Formation. Failure to drill the test well by November 27, 2010 to
completion or abandonment will result in forfeiture of leases.

NOTE 5 - RELATED PARTY TRANSACTIONS

The balance due to the former president of the Company of $34,608 (April 30,
2005 - $23,655) is unsecured, non-interest bearing and due on demand. This
amount is included in related party payable.

During the nine months ended January 31, 2006, the former president of the
Company charged the Company $5,000 (2004 - $Nil) for office rent.

                                       13
<PAGE>

AMERIPRINT INTERNATIONAL LTD.
(An Exploration Stage Company)
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
JANUARY 31, 2006
--------------------------------------------------------------------------------

NOTE 6 - DISCONTINUED OPERATIONS

During the period ended January 31, 2006, the Company elected to discontinue the
operations of Ameriprint International Ltd. and recorded costs associated from
discontinued operations of $1,471. In addition, the Company reclassified its
December 31, 2004 balance sheet to reflect $5,419 of assets from the
discontinued operation.

The asset recorded as discontinued operations at January 31, 2006 was website
development, net of related accumulated depreciation, in the amount of $5,419.

In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards, No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities" (hereinafter "Statement of Financial Accounting
Standards No. 146"). Statement of Financial Accounting Standards No. 146
addresses significant issues regarding the recognition, measurement, and
reporting of costs associated with exit and disposal activities, including
restructuring activities. Statement of Financial Accounting Standards No. 146
also addresses recognition of certain costs related to terminating a contract
that is not a capital lease, costs to consolidate facilities or relocate
employees, and termination benefits provided to employees that are involuntarily
terminated under the terms of a one-time benefit arrangement that is not an
ongoing benefit arrangement or an individual deferred-compensation contract.
Statement of Financial Accounting Standards No. 146 was issued in June 2002,
effective December 31, 2002. The Company's financial position and results of
operations have not been affected by adopting Statement of Financial Accounting
Standards No. 146.

NOTE 7 - SUBSEQUENT EVENT

On March 2, 2006, the Company entered into an Offshore Securities Subscription
Agreement, to issue 20,000 shares at the purchase price of $2.50 per share. The
Company received $50,000 less certain commissions.


                                       14
<PAGE>

ITEM 2.     PLAN OF OPERATION

As more fully discussed in Part II, Item 5, in January 2006 we acquired oil and
gas rights in more than 20,000 acres of land located in Cook Inlet, Alaska. The
Cook Inlet, located near the city of Anchorage, has been an active oil and gas
producing region for over 40 years. Pursuant to the State of Alaska Oil & Gas
Leases acquired by us, we are obligated to drill a test well, to completion or
abandonment, on a property covered by one of several specified leases on or
before November 27, 2010. Subsequent to the purchase of the Alaska mineral
rights, we discontinued our print brokerage and printing business.

We plan to develop and acquire additional mineral properties over the next
twelve months to build reserves. We also may, from time to time, acquire or
enter into strategic alliances with, complementary businesses. In particular we
plan to expand our mineral rights holdings in Alaska and to generate future cash
flow by joining low risk drilling partnerships in Texas, Louisiana and Oklahoma.

We intend to fund our growth strategy during the next twelve months from working
capital, sales of our securities and other available sources of financing. We
expect that current cash reserves will allow us to conduct business for the next
4 months. Our employee levels are expected to increase during the next twelve
months in direct proportion to the anticipated expansion of our oil and gas
program and available cash resources. We are presently seeking a chief executive
officer with oil and gas experience to manage our intended development and
exploration programs. We do not presently anticipate any purchases or sales of
plant or significant equipment. We do not expect to engage in any material
research and development activities during the next twelve months. The
exploration of, and drilling for, oil and gas reserves is risky, uncertain and
capital intensive. No assurance can be given that we will increase our oil and
gas operations to the extent we anticipate or that if increased, our new
acquisitions and exploration programs will prove to be successful.


ITEM 3.     CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures. Under the supervision
and with the participation of our senior management, consisting of Massimiliano
Pozzoni, our chief executive officer and chief financial officer, we conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, as of the end of the period covered
by this report (the "Evaluation Date"). Based on this evaluation, our chief
executive officer and chief financial officer concluded as of the Evaluation
Date that our disclosure controls and procedures were effective such that the
information relating to us, including our consolidated subsidiary, required to
be disclosed in our Securities and Exchange Commission ("SEC") reports (i) is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms, and (ii) is accumulated and communicated to our
management, including our chief executive officer and chief financial officer,
as appropriate to allow timely decisions regarding required disclosure.

                                       15
<PAGE>

     (b) Changes in Internal Control over Financial Reporting. There were no
changes in our internal control over financial reporting that occurred during
the period covered by this report that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.

PART II

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Effective January 27, 2006, we issued 2,000,000 shares of our restricted common
stock to Massimiliano Pozzoni in consideration of our acquisition of certain
State of Alaska Oil & Gas Leases, both issued and un-issued, from Mr. Pozzoni.
The sale of the shares to Mr. Pozzoni was made in reliance on Section 4(2) of
the Securities Act of 1933, as amended.

Subsequent to the period covered by the Report, in March 2006 we sold 20,000
shares of our common stock at a price of $2.50 per share or $50,000 on an
aggregate basis to one person in reliance on Regulation S of the Securities Act
of 1933, as amended.

ITEM 5.     OTHER INFORMATION

On January 11, 2006, Kevin Moe, our sole officer and director sold 4,950,000
shares of our common stock owned by him to Massimiliano Pozzoni.  Prior to
the sale, Mr. Moe owned 5,000,000 shares of our common stock and Mr. Pozzoni
did not own any shares of our common stock.  Mr. Pozzoni paid Mr. Moe $99,000
for the 4,950,000 shares of common stock.

On January 23, 2005 we acquired rights in State of Alaska Oil and Gas Leases ADL
389208, 389932, 390087, 390383, 390567, and 390572 (the "Issued Leases") from
Massimiliano Pozzoni pursuant to an Asset Purchase Agreement (the "Agreement")
among us, Massimiliano Pozzoni and Kevin Moe. Pursuant to the Agreement, we also
acquired Massimiliano Pozzoni's rights in State of Alaska Oil and Gas Leases ADL
390722, 390723 and 390745 (the "Un-issued Leases"). In consideration of the sale
of the Issued and Un-issued Leases (collectively the "Leases"), we issued
2,000,000 shares of our restricted common stock (the "Shares") to Massimiliano
Pozzoni as disclosed above in Item 2. The Un-issued Leases have not been issued
by the State of Alaska as of the date hereof but are expected to be issued in
the future. No assurance can be given however, that this will prove to be the
case. The Issued Leases are in full force and effect and are free and clear of
any liens or encumbrances. They provide for a net revenue interest of 87.5%
prior to an overriding 5% royalty. If and when issued, our rights in the
Un-Issued Leases will be the same as our rights in the Issued Leases. We have
assumed all obligations of Massimiliano Pozzoni under the Issued Leases from and
after the date of purchase, including the obligation to timely pay all rentals
due thereunder and shall assume similar obligations under the Un-issued Leases
if and when issued. In connection with the acquisition, we have also assumed
Massimiliano Pozzoni's obligation to drill or cause to be drilled, at our sole
expense, within 5 years of November 28, 2005, a test well, to completion or
abandonment, on at least one of ADL 390087, ADL 390722 or ADL 390723, to a
bottomhole depth and location at least sufficient to test both the West Foreland
and Hemlock Formations. Failure to drill the test well by November 27, 2010 to
completion or abandonment will result in our forfeiture of leases ADL 390087, AL
390722, and ADL 390723. As a result of the lease acquisitions, we intend to
discontinue our existing print brokerage and printing business.

                                       16
<PAGE>

The closing of the Agreement took place on January 27, 2006. Effective as of the
closing, we delivered a certificate for 2,000,000 Shares to Massimiliano
Pozzoni, appointed Massimiliano Pozzoni to our board of directors, accepted the
resignation of Kevin Moe as an executive officer of our Company and appointed
Massimiliano Pozzoni to the vacated executive officer positions including
president, secretary, treasurer, CEO and CFO.

On February 27, 2006 (the "Mailing Date"), we mailed an Information Statement to
our stockholders to advise them of corporate actions approved without a meeting
by less than unanimous written consent of stockholders. These actions were the
adoption of amendments to our Articles of Incorporation (the "Charter
Amendments") to (i) change our name from Ameriprint International Ltd., to True
North Energy Corporation and (ii) authorize 20,000,000 shares of blank check
preferred stock, $0.0001 par value per share. The Charter Amendments require the
affirmative vote of the holders of a majority of the outstanding shares of our
common stock entitled to vote thereon. There are no dissenters' rights
applicable to the Charter Amendments.

Our Board of Directors, by written consent on February 7, 2006, approved, and
stockholders holding 6,950,000 (approximately 57.9%) of our outstanding common
shares on February 7, 2006, have consented in writing to the Charter Amendments.
In accordance with the regulations under the Securities Exchange Act of 1934,
the Charter Amendments will not become effective until at least 20 days after
the Mailing Date. Promptly following the expiration of this 20-day period, we
intend to file an amendment to our Articles of Incorporation to effect the
Charter Amendments.


ITEM 6.     EXHIBITS

(a)   Exhibits.

      31.1/31.2   Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal
                  Executive and Financial Officer
      32.1/32.2   Rule 1350 Certification of Chief Executive and Financial
                  Officer


                                       17
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                          AMERIPRINT INTERNATIONAL LTD.


Dated:  March 16, 2006                    By:   /s/ Massimiliano Pozzoni
                                                --------------------------------
                                                Massimiliano Pozzoni
                                                President, Chief Executive and
                                                Accounting Officer





                                       18