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

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, 2004                                         
|         |                                                                                         
|         | OR                                                                                      
|         |                                                                                         
|[      ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|         | For the transition period from to                                                       

Commission File No.:   333-116169

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)

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 [      ]

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



---

PART I.

ITEM 1. - FINANCIAL STATEMENTS



|Ameriprint International Ltd.                                 
|--------------------------------------------------------------
|(A Development Stage Company)                                 
|Balance Sheets                                                
|(Expressed in U.S. dollars)                                   
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|ASSETS                                                        
|                                                              
|Current Assets                                                
|                                                              
|Cash                                                          
|                                                              
|Total Assets                                                  
|                                                              
|                                                              
|LIABILITIES AND STOCKHOLDER'S DEFICIT                         
|                                                              
|Current Liabilities                                           
|                                                              
|Accrued liabilities                                           
|Due to a related party (Note 3)                               
|                                                              
|Total Liabilities                                             
|                                                              
|                                                              
|Subsequent Event (Note 5)                                     
|                                                              
|Stockholder's Deficit                                         
|                                                              
|Common Stock (Note 4), 100,000,000 shares authorized, $0.00001
|par value; 5,000,000 shares issued and outstanding            
|                                                              
|Deficit Accumulated During the Development Stage              
|                                                              
|Total Stockholder's Deficit                                   
|                                                              
|Total Liabilities and Stockholder's Deficit                   
|                                                              













The accompanying notes are an integral part of these consolidated financial statements.
F-1

-2-

---



|Ameriprint International Ltd.         
|--------------------------------------
|(A Development Stage Company)         
|Statements of Operations              
|(Expressed in U.S. dollars)           
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|                                      
|Revenue                               
|                                      
|                                      
|Expenses                              
|                                      
|Accounting and audit                  
|Legal fees                            
|Office                                
|                                      
|Total Expenses                        
|                                      
|Net Loss For the Period               
|                                      
|                                      
|Net Loss Per Share - Basic and Diluted
|                                      
|                                      
|Weighted Average Number of Shares     
|Outstanding                           
|                                      















The accompanying notes are an integral part of these financial statements.
F-2

-3-

---



|Ameriprint International Ltd.                  
|-----------------------------------------------
|(A Development Stage Company)                  
|Statements of Cash Flows                       
|(Expressed in U.S. dollars)                    
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|Cash Flows Used In Operating Activities        
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|Net Cash Used in Operating Activities          
|                                               
|Net Cash Flows Used In Investing Activities    
|                                               
|Cash Flows From Financing Activities           
|                                               
|                                               
|Advances from a related party                  
|                                               
|Net Cash Flows Provided By Financing Activities
|                                               
|Increase (Decrease) in Cash                    
|                                               
|Cash - Beginning of Period                     
|                                               
|Cash - End of Period                           
|                                               
|                                               
|Non-Cash Investing and Financing Activities    
|                                               
|                                               
|Supplemental Disclosures                       
|                                               
|                                               
|                                               













The accompanying notes are an integral part of these financial statements.
F-3

-4-

---



|Ameriprint International Ltd.    
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|October 31, 2004                 
|(Expressed in U.S. dollars)      
|(unaudited)                      
|                                 
|1.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|2.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 

F-4

-5-

---



|Ameriprint International Ltd.    
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|October 31, 2004                 
|(Expressed in U.S. dollars)      
|(unaudited)                      
|                                 
|2.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 

F-5

-6-

---



|Ameriprint International Ltd.    
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|October 31, 2004                 
|(Expressed in U.S. dollars)      
|(unaudited)                      
|                                 
|2.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 







F-6

-7-

---



|Ameriprint International Ltd.    
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|October 31, 2004                 
|(Expressed in U.S. dollars)      
|(unaudited)                      
|                                 
|2.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|3.                               
|                                 
|                                 
|                                 
|4.                               
|                                 
|                                 
|                                 
|5.                               
|                                 
|                                 





F-7

-8-

---

ITEM 2.  MANAGEMENT'S DISCUSSION AND 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 statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up stage corporation and have not started operations or generated or realized any revenues 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 not generated any revenues and no revenues are anticipated until we complete the development of our website, source out purveyors of services for products to sell and source out clients to buy our services. We believe the technical aspects of our website will be sufficiently developed to use for our operations 70 days from the completion of our public offering. Accordingly, we must raise cash from sources other than operations.  Our only other source for cash at this time is investments by others in our company or loans from our sole shareholder.   Currently we have no investors who are willing to supply us with additional capital other than our sole officer and director, Kevin Moe.  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.  Without the proceeds from our public offering, we must rely upon continued financial support, through loans,  from Kevin Moe, our sole shareholder.  We must raise cash to implement our project and begin our operations. Even if we raise the maximum amount of money in our public offering, we do not know how long the money will last, however, we do believe it will last twelve months. We will not begin operations until we raise money from our public offering.

To meet our need for cash we are attempting to raise money from our public offering. We believe that we will be able to raise enough money through our public offering to begin operations but we cannot guarantee that once we begin operations we intend to stay in business after operations have commenced.  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 the minimum amount of money 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, other than through our public offering.

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. If we raise the minimum amount of money from our public offering, it will last a year but with limited funds available to develop growth strategy.  If we raise the maximum amount, we believe the money will last a year and also provide funds for growth strategy. If we raise less than the maximum amount and we may need more money we will have to revert to obtaining additional money as described in this paragraph. Other than as described in this paragraph, we have no other financing plans.

-9-

---

Plan of Operation

We raised net proceeds of $40,000 in our public offering.  We intend to use the proceeds as follows:



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

We believe we can satisfy our cash requirements during the next 12 months. We will not be conducting any product research or development. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees.

Our specific goal is to create an Internet website and 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. | Complete our public offering.  This was accomplished on January 21, 2005.  We raised $50,000.  After payment of $10,000 to our attorney, we have $40,000 which will be applied as set forth above.                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | We will immediately begin to establish our office.  We will pay Mr. Moe $500.00 per month for rent.  Our rental payment will include the use of office space, computer, high speed Internet access and telephone services.  Establishing our offices will take 7-10 days. We do not intend to hire employees. Our sole officer and director will handle our administrative duties.                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | After our office is established we will hire an outside web designer to begin development on our website.  We believe that it will cost $10,000 in order to have our website initially operational.  We estimate that the website will be operational approximately 70 days from completion of our offering.                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | As soon as our website is operational, we will begin 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.  Initially, we intend to solicit customers from a data base derived from the Internet, the Yellow Pages and published lists derived from trade directories.  We believe that it will cost a minimum of $15,000 for our marketing campaign.  Our market program will be ongoing into the future.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | Within 30 days from the initial launch of our website, we believe we believe we will begin to receive orders for our services.                                                                                                                                                                                                                                                                                                                                                                                                                                                    

The time-frames were determined by Mr. Moe based upon his business experience in operating Canam Media International Ltd.  and his  life experiences.

In summary, we should be in full operation and receiving orders within  100  days after completing our offering. We estimate that we will generate revenue 110 days to 130  days after beginning operations.

-10-

---

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 no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. 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.

To become profitable and competitive, we have to locate and negotiate agreements with quality wholesale trade printers and paper product suppliers.  We will then have to attract customers to provide us with the necessary volume to meet our contractual volume obligations.  We will then have to attract customers to engage our services. We are seeking equity financing to provide for the capital required to implement our operations.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of operations

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

During the period we incorporated the company, hired the attorney, and hired the auditor for the preparation of this registration statement. We have prepared an internal business plan.  We have reserved the domain name www.goameriprint.com. Our loss since inception is $23,185 of which $15,000 is for legal fees, $7,771 for audit and accounting fees and $414 for office expenses. We have not started our proposed business operations. We expect to begin operations March 29, 2005.







-11-

---

Since inception, we sold 5,000,000 shares of common stock to our sole officer and director for $50. On January 21, 2005 we completed our public offering and sold an additional 5,000,000 shares for $50,000.

Liquidity and capital resources

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

We issued 5,000,000 shares of common stock through a Section 4(2) offering in April 2004 and 5,000,000 shares in our public offering.  These were accounted for as sales of common stock.

As of October 31, 2004, our total assets were $94 and our total liabilities were $23,229 comprising of $21,379 owing to Kevin Moe, our president and sole director for payments made to our attorney and auditor relating to the incorporation and the SB-2 registration of the company and $1,850 audit and accounting fee accruals.  As of October 31,  2004, we had cash of $94.

ITEM 3.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Kevin Moe, our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the  Exchange Act )) as of the end of the period covered by this quarterly report (the  Evaluation Date ).  Based on such evaluation, he has concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in alerting us on a timely basis to material information required to be included in our reports filed or submitted under the Exchange Act.

Changes in Internal Controls

There were no significant changes in our internal controls or, to the Company's knowledge, in other factors that could significantly affect the Company's disclosure controls and procedures subsequent to the date the Company carried out this evaluation.

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 sold officer and director, Kevin Moe.





-12-

---

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) 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)                 

(b) Reports on Form 8-K

The Company filed no reports on Form 8-K since inception.

















-13-

---

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 24th day of January, 2005.

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

















-14-

---