UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549  FORM 20-F  (Mark One) £Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934,  OR  SAnnual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, 
for the fiscal year endedDecember 31, 2007  OR  £Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 £For the transition period from _______________ to _______________  Commission file number:0-18860  APIVA VENTURES LIMITED(Exact name of Registrant as specified in its charter)  Province of British Columbia, Canada(Jurisdiction of incorporation or organization)  Suite 1040  999 West Hastings Street, Vancouver,  B.C., Canada  V6C-2W2   (604) 683-1102 (Address of principal executive offices)  Securities registered or to be registered pursuant to Section 12(b) of the Act: NONE  Securities registered or to be registered pursuant to Section 12(g) of the Act: NONE  Securities for which there is a reporting obligation pursuant Section 15(d) of the Act:  Common Shares without par value (Title of Class)  Indicate the number of outstanding shares of each of the Registrant's classes of capital or common stock as of the close of the period covered by the annual report.  December 31, 2007:  78,789,619 common shares without par value  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 S     No £  Indicate by check mark which financial statement item the registrant has elected to follow.  Item 17 S     Item 18 £  1   TABLE OF CONTENTS: FORM 20-F PART I3ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION33.ASelected Financial Data33.BCapitalization and Indebtedness43.CReasons for the Offer and Use of Proceeds43.DRisk Factors4ITEM 4.INFORMATION ON THE COMPANY74.AHistory and Development of the Company74.BBusiness Overview84.COrganizational Structure94.DProperty, Plant and Equipment9ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS9ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES116.ADirectors and Senior Management116.BCompensation126.CBoard Practices146.DEmployees156.EShare Ownership15ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS157.AMajor Shareholders157.BRelated Party Transactions167.CInterests of Experts and Counsel16ITEM 8.FINANCIAL INFORMATION178.AConsolidated Statements and Other Financial Information178.BSignificant Changes17ITEM 9.THE OFFER AND LISTING179.AOffer and Listing Details179.BPlan of Distribution179.CMarkets179.DSelling Shareholders179.EDilution179.FExpenses of the Issue18ITEM 10.ADDITIONAL INFORMATION1810.AShare Capital1810.BMemorandum and Articles of Association1810.CMaterial Contracts1910.DExchange Controls2010.ETaxation2010.FDividends and Paying Agents2410.GStatements by Experts2410.HDocuments on Display2410.ISubsidiary Information24ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK25ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES25PART II25ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES25ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS25ITEM 15.CONTROLS AND PROCEDURES25ITEM 16.AUDIT COMMITTEE FINANCIAL EXPERT, CODE OF ETHICS AND PRINCIPAL ACCOUNTANT FEES AND SERVICES2516.AAudit Committee Financial Expert2516.BCode of Ethics2516.CPrincipal Accountant Fees and Services2616.DExemptions from the Listing Standards for Audit Committees2616.EPurchases of Equity Securities by the Issuer and Affiliated Purchasers26PART III26ITEM 17.FINANCIAL STATEMENTS26ITEM 18.FINANCIAL STATEMENTS26ITEM 19.EXHIBITS27   2    Unless the context otherwise requires, all references to the "Registrant" or the "Company" or "Apiva" refer to Apiva Ventures Limited and/or its subsidiaries. All monetary figures are in terms of United States dollars unless otherwise indicated.  PART I  ITEM 1.             IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS  This Form 20-F is filed as an annual report under the Securities Exchange Act and accordingly the information called for in Item 1 is not required.  ITEM 2.             OFFER STATISTICS AND EXPECTED TIMETABLE  This Form 20-F is filed as an annual report under the Securities Exchange Act and accordingly the information called for in Item 2 is not required.  ITEM 3.             KEY INFORMATION  3.A            Selected Financial Data  The following financial information with respect to the years ended December 31, 2007, 2006, 2005, 2004 and 2003 has been derived from Apiva's audited financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP")  200720062005 - restated20042003Other Income$-$-$-$-$179,610Expenses39,16547,46166,18389,711160,710Net Income (Loss)(39,165)(47,461)(66,183)(81,648)18,900Exchange ratepar0.8580.8570.8310.714Net Income (Loss) per Share(0.00)(0.00)(0.00)(0.01)0.01Working Capital (Deficiency)$(182,426)$(143,113)$(137,310)$(90,339)$(46,673)Total Assets-2,100-99846,185Total Liabilities$182,426145,213137,31091,33749,351Shareholders' Equity (Deficit)(182,426)(143,113)(137,310)(90,339)(3,166)Long-term Debt Obligations--
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-Issued Shares78,789,61915,789,61915,789,61915,789,61915,789,619Fully Diluted Number of Shares95,546,81928,358,00028,314,00015,789,61918,143,619  The Registrant has paid no dividends on its shares of common stock since incorporation and does not anticipate doing so for the foreseeable future. The declaration of dividends on the common shares of the Registrant is within the discretion of the Registrant's board of directors and will depend upon, among other factors, earnings, capital requirements, and the operating and financial condition of the Registrant.  Apiva has had no material long-term debt and has paid no cash or share dividends over the last five years.  Apiva has issued corporate promissory notes that are due and payable in the amount of $138,665, plus 10% per annum interest as of December 31, 2007.  These notes may be converted in whole or in part to shares of common stock of Apiva at a conversion price of $0.01 per share at the time of presentation to the Company.  All of the corporate promissory notes that were issued in Canadian funds are now calculated in United States Dollars as the conversion rate of the US vs the Canadian dollar is almost the same value as of December 31, 2007 and as of the date of this filing.  3   On June 30, 2007 the Bank of Canada closing rate for the conversion of one United States dollar into Canadian dollars was $1.00 USD for $1.0654 CAD (0.9386)  On December 31, 2007, the Bank of Canadas closing rate for the conversion of one United States dollar into one Canadian dollar was $1.00 USD for $98.81CAD. For the Corporations accounting purposes, the US and Canadian Dollars are being treated at the same value.  As of March 31, 2008 and May 31, 2008, the US Dollar and the Canadian Dollar were almost the same value.  3.B            Capitalization and Indebtedness  This Form 20-F is filed as an annual report under the Securities Exchange Act and accordingly the information called for in Item 3.B is not required.  3.C            Reasons for the Offer and Use of Proceeds.  This Form 20-F is filed as an annual report under the Securities Exchange Act and accordingly the information called for in Item 3.C is not required.  3.D            Risk Factors  The following is a brief discussion of those distinctive or special characteristics of the Registrant's operations and industry that may have a material impact on, or constitute risk factors in respect of, the Registrant's future financial performance.  THE REGISTRANT CURRENTLY HAS NO ACTIVE BUSINESS OPERATIONS, WHICH MAKES IT DIFFICULT TO PREDICT ITS FUTURE PERFORMANCE.  The Registrant abandoned substantially all of its operations (mining properties) in the fourth quarter of 2002. As a result, the Registrant currently has no active business operations and will not generate any revenues from operations until it can identify and implement a commercially viable business opportunity. The Registrant is in the process of evaluating business opportunities, which may include acquisition of interests in mineral exploration properties. The Registrant has no current arrangements to acquire or implement such opportunities and there can be no assurance that the Registrant will obtain or implement such opportunities on a timely basis, if at all. The Registrant believes that period-to-period comparisons of financial results are not necessarily meaningful and should not be relied upon as an indication of future performance.  THE REGISTRANT HAS NO HISTORY OF REVENUES AND HAS A HISTORY OF LOSSES MAKING ITS ABILITY TO CONTINUE AS A GOING CONCERN QUESTIONABLE.  The Registrant currently has no active business or cash flow from operations. The Registrant has a history of losses: $51,787 in 2007, $47,461 in 2006; $66,183 (restated) in 2005; $81,648 in 2004; $181,370 in 2002; $246,603 in 2001 and $1,882,576 in 2000 (fiscal years) and net income of $18,900in 2003. The Registrant has not earned any material or consistent revenue and has not become profitable. The Registrant is in the process of evaluating possible business opportunities but has no arrangements to pursue such opportunities. There can be no assurance that the Registrant will successfully implement a commercially viable business opportunity or that the Registrant will become profitable on a quarterly or annual basis, if at all. In addition, if the Registrant plans to acquire an operating business entity or resource exploration property, itsoperating expenses will increase significantly and the Registrant will require additional financing to pursue such opportunities.  THE REGISTRANTS ABILITY TO PURSUE NEW BUSINESS OPPORTUNITIES MAY DEPEND ON ITS ABILITY TO SECURE ADDITIONAL OPERATING CAPITAL.  As of December 31, 2007, the Registrant has a working capital deficit of approximately $182,426 and cash of $nil.  As of December 31, 2006, the Registrant had a working capital deficit of approximately $143,113 (2005: $137,310) and cash of $2,100 (2005: $nil). In order to pursue additional business opportunities the Registrant will require financing. The Registrant currently has no arrangements to acquire or implement any business opportunities and the amount of additional capital the Registrant may be required to raise is uncertain. The Registrant anticipates raising additional capital through sales of equity and/or increasing debt; however, there can be no assurance that the Registrant will be able to obtain adequate financing to support its operations. The Registrant's ability to raise additional financing will be dependent on a number of factors, some of which are beyond its control, including: the business opportunities pursued by the Registrant; trends in the economy and equity markets; the amount of financing required to be raised; and the Registrant's ability to implement the business strategy pursued by the Registrant.  4   THERE IS SUBSTANTIAL DOUBT ABOUT THE REGISTRANT'S ABILITY TO CONTINUE AS A GOING CONCERN.  In their independent auditor's report the Registrant's auditors, Madsen & Associates, CPAs Inc., expressed substantial doubt about the Registrant's ability to continue as a going concern due to lack of working capital and other factors affecting the Registrant's business. The Registrant cannot make assurances that it will acquire a commercially viable business opportunity or obtain the additional financing required to capitalize on such opportunity or that financing will be available on acceptable terms, if at all. (See disclosure regarding forward looking statements in item 5G). Furthermore, any issuance of additional securities may result in dilution to the then existing shareholders. If adequate funds are not available, the Registrant will lack sufficient capital to pursue its business plan fully, which will have a material adverse effect on the Registrant's ability to continue as a going concern.  THE REGISTRANT IS SUBJECT TO BUSINESS RISKS AS IT PURSUES OPPORTUNITIES THROUGH ACQUISITIONS AND STRATEGIC ALLIANCES.  As part of its business strategy, the Registrant intends to acquire, make investments in, and enter into strategic alliances with as yet unidentified operating companies. Any such future acquisitions, investments or strategic alliances would involve risks, such as incorrect assessment of the value, strengths and weaknesses of acquisition and investment opportunities and underestimating the exploration potential of exploration properties. The Registrant may be unable to obtain the financing necessary to meet it's obligations in connection with any such acquisition.  There can be no assurance that the Registrant will be able to finalize any acquisitions or successfully overcome these risks. Moreover, the Registrant cannot be certain that any desired acquisition, investment or strategic alliance can be made in a timely manner or on terms and conditions acceptable to the Registrant or that the Registrant will be successful in identifying attractive business opportunities. The Registrant expects that competition for such acquisitions may be significant. The Registrant may compete with others who have similar acquisition strategies, many of whom may be larger and have greater financial and other resources than the Registrant.  EXPLORATION PROGRAMS FOR ANY MINERAL OR OIL AND GAS PROPERTIES ACQUIRED ARE INHERENTLY RISKY AND IT MAY BE DIFFICULT TO OBTAIN THE FINANCING REQUIRED TO CARRY OUT ANY PROPOSED EXPLORATION PROGRAMS IN THE FUTURE.  Exploration for minerals or oil and gas is a speculative business necessarily involving a high degree of risk. Few properties that are explored are ultimately developed into producing mines or producing wells. There is no assurance that any potential costs incurred by the Registrant on any potential mineral or oil and gas properties will result in discoveries of commercial quantities. The Registrant has not successfully developed any mineral or oil and gas properties or defined any commercially viable mineral or oil and gas deposits on any of its previous properties.  If the Registrant's possible future exploration programs successfully identify commercially viable mineral or oil and gas deposits on any future property, the Registrant will be required to raise additional financing to develop such property and to place such property into commercial production.  THE REGISTRANT'S POSSIBLE FUTURE PROPERTIES MAY BE SUBJECT TO CURRENT AND FUTURE ENVIRONMENTAL REGULATIONS WHICH MAY ADVERSELY AFFECT THE REGISTRANT'S ABILITY TO DEVELOP ITS PROPERTIES OR MAKE SUCH DEVELOPMENT ECONOMICALLY UNFEASIBLE.  In connection with possible future acquisition of properties, the Registrant may be subject to extensive and changing environmental legislation, regulation and actions. The Registrant cannot predict what environmental legislation, regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted. The recent trend in environmental legislation and regulation generally is toward stricter standards and this trend is likely to continue in the future. This recent trend includes, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands. These regulations may require the acquisition of permits or other authorizations for certain activities. These laws and regulations may also limit or prohibit activities on certain lands lying within wetland areas or areas providing for habitat for certain species or other protected areas. Compliance with more stringent laws and regulations as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws may necessitate significant capital outlays, may materially affect the Registrant's future results of operations and business, or may cause material changes or delays in the Registrant's intended future activities. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Registrant's operations if the Registrant acquires properties in the future. Environmental hazards may exist on the Registrant's past properties unknown to the Registrant at present or caused by previous or existing owners or operators of the properties for which the Registrant may have some liability unknown to the Registrant at present.  5   SOME OF THE DIRECTORS AND OFFICERS OF THE REGISTRANT MAY ALSO SERVE AS DIRECTORS AND OFFICERS OF OTHER COMPANIES, WHICH MAY GIVE RISE TO POTENTIAL CONFLICTS OF INTEREST.  Certain directors and officers of the Registrant are now or may become officers and/or directors of, or are associated with, other companies. Such associations may give rise to conflicts of interest from time to time. The directors are required by law to act honestly and in good faith with a view to the best interests of the Registrant and its shareholders and to disclose any personal interest which they may have in any material transaction which is proposed to be entered into with the Registrant and to abstain from voting as a director for the approval of any such transaction.  The Registrant's directors and officers may serve as directors or officers of other companies or have significant shareholdings in other companies and, to the extent that such other companies may participate in ventures in which the Registrant may participate, the directors of the Registrant may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Registrant's directors, a director who has such a conflict will abstain from voting for or against such participation or such terms.  All of the Registrant's current officers devote on average at least ten hours per week to the Registrant. While the Registrant believes that such officers and directors devote adequate time to effectively manage the Registrant, there can be no assurance that such other positions will not negatively impact an officer's or director's duties for the Registrant.  THE LOSS OF KEY MANAGEMENT PERSONNEL MAY ADVERSELY AFFECT THE REGISTRANT'S BUSINESS AND RESULTS OF OPERATIONS.  The success of the operations and activities of the Registrant is dependent to a significant extent on the efforts and abilities of its management. Investors must be willing to rely to a significant extent on their discretion and judgment. The Registrant does not maintain key employee insurance on any of its employees.  THE REGISTRANT HAS NO HISTORY OF DIVIDENDS AND DOES NOT INTEND TO DECLARE DIVIDENDS IN THE NEAR FUTURE, WHICH MAY ADVERSELY AFFECT THE VALUE OF ITS COMMON SHARES.  The Registrant has not, since the date of its incorporation, declared or paid any dividends on its shares of common stock and does not currently intend to pay dividends. Earnings, if any, will be retained to finance further growth and development of the business of the Registrant.  THE REGISTRANT IS A FOREIGN CORPORATION AND ITS POSSIBLE THAT FUTURE DIRECTORS AND OFFICERS MAY RESIDE OUTSIDE OF THE UNITED STATES, WHICH MAY MAKE ENFORCEMENT OF CIVIL LIABILITIES DIFFICULT.  The Registrant is incorporated under the laws of British Columbia, Canada. The Registrant's current director and officer is a resident of Canada and substantially all of the Registrant's potential assets may be located outside of the United States. Consequently, it may be difficult for United States investors to affect service of process within the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended. A judgment of a US court predicated solely upon such civil liabilities would probably be enforceable in Canada by a Canadian court if the US court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Registrant predicated solely upon such civil liabilities.  THE REGISTRANT BELIEVES IT WAS A PASSIVE FOREIGN INVESTMENT COMPANY DURING 2006, WHICH MAY HAVE A MATERIAL EFFECT ON U.S. SHAREHOLDERS.  The Registrant believes it was a "passive foreign investment company" ("PFIC") during 2006. This may have a material effect on US shareholders. Certain United States income tax legislation contains rules whereby trading prices of the shares can have significant tax effects on US shareholders of foreign corporations. A US shareholder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of two alternative tax regimes at the election of each such US Holder. See "Taxation  United States Federal Tax Consequences."  6   BROKER-DEALERS MAY BE DISCOURAGED FROM EFFECTING TRANSACTIONS IN THE REGISTRANT'S SHARES BECAUSE THEY ARE CONSIDERED PENNY STOCKS AND ARE SUBJECT TO THE PENNY STOCK RULES.  Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving "a penny stock". Subject to certain exceptions, a penny stock generally includes any non-NASDAQ equity security that has a market price of less than US$5.00 per share. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.  Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor," generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000, or US$300,000 together with his or her spouse, must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.  COMPANY CEASE TRADED IN BRITISH COLUMBIA.  The Company is a reporting company in the Province of British Columbia, Canada. On June 10, 2003 it was cease traded by the British Columbia Securities Commission ("BCSC") for failure to file its December 31, 2002 audited financials statements by the required date in May 2003 and failure to file its quarterly statement for March 31, 2003. The financial statements were filed on June 18 and 25, 2003 respectively. The cease trade order is still in effect as the BCSC has required the Registrant to first show a positive working capital and to meet additional requirements not yet specified in writing to the Registrant. A copy of the cease trade order is available at www.bcsc.bc.ca. The Registrant cannot at this time, and may not be able to, show a positive working capital or to meet any additional requirements imposed by the BCSC with the result that it remains cease traded in the Province of British Columbia. Shareholders of the Registrant should seek advice from their own legal counsel to determine what effect, if any, the cease trade order will have on a shareholders ability to transfer or sell their shares, or to acquire further shares, and on the value of securities of the Registrant and the likelihood of additional jurisdictions, including the U.S., imposing similar orders against the Registrant.  ITEM 4.              INFORMATION ON THE COMPANY  4.A             History and Development of the Company  (Unless the context otherwise requires, all references to the "Registrant" or the "Company" or "Apiva" refer to Apiva Ventures Limited. and/or its subsidiaries. All monetary figures are stated in terms of United States dollars unless otherwise indicated.)  Incorporation and Reporting Status  The name of the Registrant is "Apiva Ventures Limited"  The Registrant was incorporated on June 20, 1980 under the name Cascade Explorations Ltd. by registration of its Memorandum and Articles of Incorporation under the Company Act (British Columbia). The Registrant subsequently changed its name to "Capri Resources Ltd." on May 12, 1983 and to "International Capri Resources Ltd." on December 24, 1987. Effective July 19, 2000 the Registrant changed its name to "Apiva.com Web Corporation" and on December 18, 2001 the Registrant changed its name to "Apiva Ventures Limited".  The Registrant is a reporting issuer in Canada under the Securities Act(British Columbia) the Securities Act(Alberta) and the Securities Act (Ontario). The Registrant's common shares commenced trading on the Vancouver Stock Exchange on July 12, 1983 and were voluntarily de-listed from the Canadian Venture Exchange (formerly the Vancouver Stock Exchange and now known as the TSX Venture Exchange) on March 2, 2000. Bids for the purchase of and offers for the sale of the Registrant's common shares are now quoted by the NASD on the Over The Counter Bulletin Board.  Current Business Address  The Registrant's head office and registered is located at: 1040 - 999 West Hastings Street Vancouver, British Columbia, V6C 2W2 Tel: (604) 683-1102  7   The principal business of the Registrant has been the identifying and reviewing of opportunities in the technology area or the search for properties of merit in the mining or oil and gas industries.  4.B            Business Overview  General Development of Business of the Registrant - Past Three Fiscal Years and Beyond  The Registrant was in the business of identifying and reviewing opportunities in the film distribution business, thetechnology industry and in mineral and oil and gas exploration. During the years ended December 31, 2007, 2006, and 2005, the Registrant had no active business operations other than identifying and reviewing business opportunities.  During the current year ending December 31, 2007 and 2006, the Company has continued to look for acquisitions that had the potential for profit. The Registrant's future financial performance largely depends on the success of any opportunities in the technology area it may identify or any properties of merit in the mineral or oil and gas industries it may identify and acquire an interest in. The failure to successfully identify and develop any of its opportunities may have a material adverse effect on the Registrant's business and results of operations.   Brian Jenkins became sole director and President of the Company on May 8, 2008.  During 2005, the Company entered into an acquisition agreement for the European rights to a film library for which the Company issued 50,000,000 shares of common stock of the Company. Subsequent to December 31, 2005 the directors of the Company terminated the acquisition and rescinded the share issuance due to the inability of the Company to ascertain the various rights to the distribution of the extensive film library.  In November 2004, the Registrant announced that Ronald W. Noble resigned as President, Chief Executive Officer and as a director of the Registrant and that Clair Calvert had been appointed as the President of the Company. In 2005 Mr. Calvert was not re elected as a director or President and Christopher Dean was appointed as director and President of the Company.  During 2003, the Company loaned $81,000 to a company controlled by a former director of the Company. The loan was made without appropriate board of directors approval and in July 2003 the Company filed a legal claim to recover the full amount of the loan. Pursuant to a court order and garnishee action, the Company received $25,382 during 2004. The company controlled by the former director was then placed into receivership. During 2003 the Company wrote off $40,326 and during 2004 wrote off the final balance of $15,292 as uncollectible.  During the 2002, fiscal year the Company formed a general partnership, 2002 Alberta Oil & Gas Co., (the "General Partnership"), with two other companies. The General Partnership acquired an interest in 1999 Investment Co. Limited Partnership (the "Limited Partnership"). The Limited Partnership is an Alberta limited partnership involved in the petroleum and natural gas industry. Its assets consist primarily of royalties on petroleum and natural gas wells and related processing plants and facilities located in Alberta. The Company has a 27.66% interest in the General Partnership. During 2003 the Company received a cash distribution of $179,483 from the General Partnership. No further cash flows are expected.  In April and May 2002, the Registrant announced its acquisition of a 37.5% working interest in approximately 250,000 hectares of mineral exploration lands in Mongolia through an Option and Joint Venture Agreement with Bell Coast Capital Corporation ("Bell"), a Canadian public company. Under terms of the Agreement, the Company was required to pay Bell up to $125,000 in cash and issue 715,000 shares of the Company's common stock. The Company paid $40,000 and in October 2002 decided not to exercise its option in the Mongolian Exploration program with Bell, withdrew from the project and wrote off the option payments totaling $40,000.  During the year ended December 31, 2001, the Registrant entered into an Option Agreement (the "Option Agreement") with Dover Investments Limited ("Dover") to acquire 10% of Dover's working interest in the East Wadi Araba concession (the "Concession") for the exploration of oil in the Gulf of Suez, Egypt. Pursuant to the Option Agreement the Registrant proposed to issue to Dover 5,000,000 shares of its common stock and pay $1,000,000 in cash as total consideration for 10% of Dover's working interest in the Concession. The Registrant issued 200,000 shares to Dover on the signing of the Option Agreement. The closing of the Option Agreement was subject to certain conditions, including but not limited to, the final approval of the Egyptian Ministry of Petroleum, the receipt of at least $1,000,000 in financing by the Registrant and a closing date of no later than February 28, 2002. The Option Agreement did not close by February 28, 2002 and effectively terminated.  During the year ended December 31, 2000, the Registrant acquired certain interests in technology and assets from Cyber Station of Victoria Ltd. for $550,000 pursuant to an Asset Purchase Agreement The Registrant developed systems and business processes around the acquired technologies and began sales and marketing efforts. The Registrant subsequently determined that it was not feasible to commercialize the technology and all costs associated with the project were written off during the year ended December 31, 2000.  Prior to December 31, 2000, the Registrant had acquired a number of mineral properties in Canada and elsewhere all of which were written off as of December 31, 2002.  8   Mineral Properties  As of December 31, 2006, all of the Registrants projects and resource properties have been abandoned.  No equity financings occurred during fiscal 2007, 2006, 2005 or 2004.  During 2007 and 2006 Apiva continued to implement proactive cost-cutting measures in minimizing its administrative structure.  4.C            Organizational Structure  The Registrant has no subsidiaries and is not a subsidiary of any entity.  4.D            Property, Plant and Equipment  The Registrant has no material tangible fixed assets. There are no current firm plans to acquire any property, plant or equipment.  ITEM 5.            OPERATING AND FINANCIAL REVIEW AND PROSPECTS  Management's discussion and analysis in this Item 5 are intended to provide the reader with a review of factors that affected the Registrant's performance during the year and factors reasonably expected to impact on future operations and results. The following discussion of the financial condition, changes in financial condition and results of operations of the Registrant for the four most recent fiscal periods ended December 31, 2007 should be read in conjunction with the financial statements of the Registrant and related notes included herein. The Registrant's operating currency has been the Canadian dollar. The consolidated financial statements of the Company are prepared in U.S. dollars and in accordance with U.S. GAAP.  Critical Accounting Policies  For the Registrant's past activities there has been no production, sales or inventory in the conventional sense. The recoverability of costs capitalized to mineral properties and the Registrant 's future financial success depends upon the extent to which it can discover mineralization on properties, if any, and the economic viability of developing such properties. Such development may take years to complete and the amount of resulting income, if any, is difficult to determine with any certainty. Many of the key factors are outside of the Registrant's control. The sales value of any mineralization discovered by the Registrant is largely dependent upon factors beyond the Registrant's control such as the market value of the metals produced.  All costs related to investments in resource properties are expensed on a property-by-property basis until there are proven reserves. Such costs include mineral property acquisition costs and exploration and development expenditures, net of any recoveries. The costs related to a property from which there is production together with the costs of mining equipment will be amortized using the unit-of-production method. When there is little prospect of further work on a property being carried out by the Registrant or its partners or when a property is abandoned or when the capitalized costs are not considered to be economically recoverable, the related property costs are written down to the amount recoverable. The amounts for resource properties as shown in the Registrant's financial statements represent costs incurred to date, less write-downs, and are not intended to reflect present or future values.  Canadian and United States Generally Accepted Accounting Principles:  The audited consolidated financial statements of the Registrant are prepared in accordance with U.S. GAAP. Accounting practices under Canadian GAAP and U.S. GAAP, as they affect the Registrant, are substantially the same, except for the following: Canadian GAAP cash flows relating to resource property exploration costs would be reported as investing activities. For U.S. GAAP these costs are characterized as operating activities.  5.A            Operating Results  In prior years the Registrant abandoned all of its mineral property interests. The Registrant currently has no business operations and has not generated any material revenues to December 31, 2007 other than as follows: During the 2002 fiscal year, the Company formed a general partnership, 2002 Alberta Oil & Gas Co., (the "General Partnership"), with two other companies. The General Partnership acquired an interest in 1999 Investment Co. Limited Partnership (the "Limited Partnership"), an Alberta limited partnership involved in the petroleum and natural gas industry. Its assets consist primarily of royalties on petroleum and natural gas wells and related processing plants and facilities located in Alberta. The Company had a 27.66% interest in the General Partnership. In 2003 the Company received a cash distribution of $179,483 from the General Partnership. The Company does not expect to receive further cash flows.  The Registrant does not anticipate revenues in the near future. Should the Registrant acquire, make investments in, or enter into strategic alliances in the future, the Registrant would seek to raise additional funds through either a private debt or equity offering.  9   The Registrant currently does not have sufficient working capital to support any business operations.  The Registrant denominates its financial statements in U.S. dollars and reports in U.S. dollars. The Registrant's operations have been primarily conducted in Canadian dollars. The Registrant does not currently engage in foreign currency hedging and its operations are subject to foreign currency fluctuations. Such fluctuations may materially affect the Registrant's financial position and results of its operations. There can be no assurance that steps taken by management to address foreign currency fluctuations will eliminate all adverse effects and accordingly, the Registrant may suffer losses due to adverse foreign currency fluctuations.  The Year Ended December 31, 2007 Compared to The Year Ended December 31, 2006  Other Items. The Registrant generated no income for the years ended December 31, 2007, 2006, 2005, 2004, 2003 and 2002 compared with $8,125 in other income for the year ended December 31, 2001. The Registrant does not anticipate it will generate any additional revenues, other than those mentioned in this document until it can acquire or capitalize on a business opportunity. The registrant is in the process of evaluating prospective business opportunities, but has not current plans of arrangements with respect to such opportunities. There can be no assurance that the Registrant will acquire or capitalize on any opportunities.  During 2007, operating expenses consist of professional fees and administrative expenses including telephone, travel and other general corporate expenses.  Operating expenses for 2007 were $39,165 compared to $15,427 for 2006 and $45,150 for 2005.  Interest expense for the year ended December 31, 2007 was $12,622 compared with $16,285 for the year ended December 31, 2006. The increase was due to the cost of borrowing at a 10% interest rate to pay out its accounts payable and notes payable during the year ended December 31, 2007.  Professional fees were approximately $6,000 for the year ended December 31, 2007 (year ended December 31, 2006: $6,000).  There were no payroll expenses relating to general and administrative activities for the year ended December 31, 2007, 2006 or 2005. There was $23,220 accrued as management fees in 2005 compared with $nil in management fees for the year ended December 31, 2006. The decrease reflects the decreased activity of the Registrant. Investor relations expenses were $nil for the years ended December 31, 2007, 2006 and 2005.  The Registrant anticipates that future general and administrative expenses will be approximately $5,000 a month or $60,000 a year, based on current operations and projected operations.  Stock based compensation cost: The Registrant incurred $nil non-cash stock based compensation charges for the years ended December 31, 2007, 2006 and 2005.  5.B            Liquidity and Capital Resources  As of December 31, 2007, the Registrant's had $nil cash on hand as compared to $2,100 on December 31, 2006 and its working capital was a deficit of $182,426 compared with $141,531 at December 31, 2006 (2005: $137,310 deficiency).  Since inception the Registrant has financed its operations mainly from capital contributions. However, during the year ended December 31, 2006 the Registrant received net proceeds of $62,882 from promissory and other notes payable and realized a gain of $26,317 on the settlement of accounts payable.   The Corporation has borrowed or settled debt for a total of $138,665 to December 31, 2007.  The Company has issued corporate promissory notes in the amount of $138,665 with a 10% interest paid per annum. Net cash used by operating activities was ($2,100) for the year ended December 31, 2007 compared with $(60,374) for the year ended December 31, 2006.  The Registrant has no operating business and can only estimate operating expenditures for the next twelve (12) months. The Registrant anticipates that it will require additional funds once it has identified an acquisition target or investment opportunity, or entered into a strategic alliance with as yet unidentified operating companies in the technology or resource industries. There can be no assurance that such financing will be available to the Registrant or, if it is, that it will be available on terms acceptable to the Registrant. If the Registrant is unable to obtain the financing necessary to support its future operations, it may be unable to continue as a going concern. The Registrant currently has no commitments for any credit facilities such as revolving credit agreements or lines of credit that could provide additional working capital.  The Registrant has financed its operations by the sale of its common shares, both by public offerings and by private placements. The Registrant has no sources of liquidity and intends to finance future acquisition or business operations by issuing debt or equity securities. The operations of the Registrant are dependent upon the general state of the public equity capital markets and specifically on the state of the public equity markets for small capitalization resource exploration and technology companies. There can be no assurance that any additional financings will be available to the Registrant on favorable terms or at all. The Registrant is subject to various risks and uncertainties, which appear elsewhere in this document.  10   5.C            Research, Development, Patents, Licenses, etc  The Registrant does not currently carry out research and development activities and holds no patents or licenses.  5.D            Trend Information  The Registrant currently has no active business operations that would be effected by recent trends. The Registrant has no material net sales or revenues that would be affected by recent trends other than the general effect of mineral prices on its ability to raise capital and those other general economic items as set out in Risk Factors, Item 3.D.  5.E            Off Balance Sheet Arrangements  There are no known significant off balance sheet arrangements other than those disclosed in this Form 20-F and in the Registrant's audited consolidated financial statements for the year ended December 31, 2007.  5.F            Tabular Disclosure of Contractual Obligations  The Registrant has no current material contractual obligations.  5.G            Safe Harbor  This document may contain forward-looking statements. The Registrant desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this statement for the express purpose of availing itself of the protections of the safe harbor with respect to all forward-looking statements. Several important factors, in addition to the specific factors discussed in connection with such forward-looking statements individually, could affect the future results of the Registrant and could cause those results to differ materially from those expressed in the forward-looking statements contained herein.  The Registrant's estimated or anticipated future results or other non-historical facts are forward-looking and reflect the Registrant's current perspective of existing trends and information. These statements involve risks and uncertainties that cannot be predicted or quantified, and consequently actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the success of the Registrant's exploration and development activities, environmental and other regulatory requirements, foreign exchange issues, mineral deposit estimates and mineral prices, competition by other mining companies, financing risks, mineral title issues, insider conflicts of interest, political stability issues, and other risks and uncertainties detailed in this report and from time to time in the Registrant's other Securities and Exchange Commission ("SEC") filings.  Therefore, the Registrant wishes to caution each reader of this document to consider carefully these factors as well as the specific factors that may be discussed with each forward-looking statement in this document or disclosed in the Registrant's filings with the SEC as such factors, in some cases, could affect the ability of the Registrant to implement its business strategy and may cause actual results to differ materially from those contemplated by the statements expressed therein. Forward-looking statements are subject to a variety of risks and uncertainties in addition to the risks referred to in "Risk Factors" under Item 3.D above.  ITEM 6.            DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES  6.A            Directors and Senior Management  The following table sets forth the name, position with the Registrant, age and municipality of residence:  Name & Municipality of ResidencePosition with RegistrantAgeBrian Jenkins, Burnaby, British Columbia, CanadaPresident, Secretary & Director  (1)34  (1) Appointed President or Secretary, and Director on May 8, 2008.  11   Members of the Board of Directors are elected by the holders of the Registrant's Shares to represent the interests of all shareholders. The Board of Directors meets periodically to review significant developments affecting the Registrant and to act on matters requiring Board approval. Although the Board of Directors delegates many matters to others, it reserves certain powers and functions to itself. The only standing committee of the Board of Directors of the Registrant will be an Audit Committee. This committee, once constituted, is directed to review the scope, cost and results of the independent audit of the Registrant's books and records, the results of the annual audit with management and the adequacy of the Registrant's accounting, financial and operating controls; to recommend annually to the Board of Directors the selection of the independent auditors; to consider proposals made by the Registrant's independent auditors; and to report to the Board of Directors, when so requested, on any accounting or financial matters.  None of the Registrant's directors or executive officers is party to any arrangement or understanding with any other person pursuant to which said individual was elected as a director or officer of the Registrant.  The following sets out additional biographical information for each of the Issuer's directors and officers:  Brian Jenkins, President, Secretary and Director  Mr. Brian Jenkins is a graduate of Simon Fraser University in Burnaby, British Columbia, Canada (1992), with a degree in Business Administration with emphasis on Small Business Accounting, Business Management, Computer Network Administration and Human Resources Management.  Mr. Jenkins also graduated from Sprout-Shaw College, Vancouver, Canada (1994), with a diploma in International Tariff Management, International Finance/Marketing and International Import/Export Law. Mr. Jenkins business experience includes being a Member of Vancouver Board of Trade since 1997 and President and Managing Director of Gr8 Marketing, Ltd, (2004-present); Management Consultant for Real Profit Solutions (2000-2004) and Vice-President of Quantum Cigar Corporation (1997-2000).  There are no arrangements or understandings among any of the directors regarding their election as a director.  6.B            Compensation  Statement Of Executive Compensation  The Registrant is required under applicable securities legislation in Canada to disclose to its shareholders details of compensation paid to its directors and officers. The following fairly reflects all material information regarding compensation paid to the Registrant's directors and officers that has been disclosed to the Registrant's shareholders under applicable Canadian law. During the fiscal year ended December 31, 2007, the aggregate compensation paid by the Registrant to all individuals who were directors in all capacities as a group was $nil.  The table below discloses information with respect to executive compensation paid by the Registrant to its directors for the fiscal years ended December 31, 2007, 2006, 2005, 2004 and 2003. The following table sets forth, for the periods indicated, the compensation of the directors.  12   Executive Compensation  The following table sets forth, for each of the Company's three most recently completed financial years, the compensation of the CEO and the President (also herein referred to as the "CEO"). No persons earned in excess of $100,000 per annum during such periods. The CEO is therefore the only "Named Executive Officer". Information has been provided for the following individuals:  Name and
Principal
PositionYear
(3)Annual CompensationLong Term CompensationAll Other
Compen-Sation ($)Salary ($)Bonus ($)Other
Annual
Compen-
sation ($)AwardsPayoutsSecurities
Under
Options/
SARs (4
granted
(#)Restricted
Shares or
Restricted
Share
Units
($)LTIP (5)
payouts
($)Ronald W.
Noble (1)2006
2005
2004
2003Nil
Nil
Nil
9,800Nil
Nil
Nil
NilNil
Nil
Nil
NilNil
Nil
Nil
NilNil
Nil
Nil
NilNil
Nil
Nil
NilNil
Nil
Nil
NilWilliam N.
Gardiner (2)(6)2006
2005
2004
2003Nil
Nil
Nil
9,000Nil
Nil
Nil
NilNil
Nil
Nil
 NilNil
Nil
Nil
NilNil
Nil
Nil  
NilNil
Nil
Nil
NilNil
Nil
56,556
NilClair Calvert2006
2005
2004
2003Nil
Nil
Nil
NilNil
Nil
Nil
NilNil
$12,900
$18,690
NilNil
Nil
Nil
NilNil
Nil
Nil
NilNil
Nil
Nil
NilNil
Nil
Nil
NilChristopher Dean2006
2005
2007Nil
NilNil
NilNil
NilNil
NilNil
NilNil
NilNil
NilNicholas Alexander2006
2005Nil
NilNil
NilNil
NilNil
NilNil
NilNil
NilNil
Nil  Notes:(1)Mr. Noble was appointed as the President of the Company on June 17, 2003 and resigned November, 2004(2)Mr. Gardiner was appointed Chief Executive Officer of the Company in July 2000 and resigned June 17, 2003(3)January 1 to December 31.(4)Stock appreciation rights.(5)Long-term incentive plan(6)Lifestyle Corporate Sales Ltd., a non-reporting company controlled by William N. Gardiner received Management Fees in the amount of $9,000 during the financial year ended December 31, 2003. See also 4.B  Termination of Employment, Change in Responsibilities and Employment Contracts, Cancellation of Stock Options  All stock options were canceled in 2004.  These stock options were granted at $0.17 per share to former officers, directors and employees who have all resigned.  The Company does not have any employment contracts in place.  INDEBTEDNESS TO COMPANY OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS  None of the directors, executive officers and senior officers of the Company, proposed nominees for election or associates of such persons is or has been indebted to the Company, other than routine indebtedness, with the exception of William N. Gardener as noted previously, in excess of $50,000 at any time for any reason whatsoever, including the purchase of securities of the Company (see also 4.B)  13    Options and Stock Appreciation Rights ("SARs")  As of September 30, 2004, there were stock options granted to former officers, directors and employees for 1,254,000 shares of common stock at an exercise price of $0.17 per share.  As of December 15, 2004 all of those stock options were cancelled as the former officers, directors and employees have all resigned.  No incentive stock options were granted to the Named Executive Officers during the most recently completed financial year (January 1, 2007 to December 31, 2007) (the "Financial Period").  Pension Plan  The Registrant does not have any pension plan arrangements in place.  Compensation of Directors  During the Financial Period, the following compensation was paid to the directors of the Company for their services:  (a) In their capacity as directors, including any amounts payable for committee participation or special assignments pursuant to any standard or other arrangements; or  (b) As consultants or experts  Brian Jenkins: $nil  No funds were set aside or accrued by the Registrant or its subsidiaries during the year ended December 31, 2007 to provide pension, retirement or similar benefits for directors or officers of the Registrant pursuant to any existing plan provided or contributed to by the Registrant or its subsidiaries under applicable Canadian laws.  The Registrant does not compensate its directors for their services as directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors makes separate remuneration to any director undertaking services on behalf of the Registrant other than services ordinarily required of a director. Other than as indicated below, no director received any compensation for his services as a director, including any committee participation or special assignments.  A total of $nil was accrued as payable to officers from January 1, 2007 through December 31, 2007 for management fees ($12,900 for 2005). No amounts have been set aside or accrued by the Registrant during fiscal 2006 to provide pension retirements or similar benefits for directors or executive officers of the Registrant pursuant to any plan provided for or contributed to by the Registrant. The Registrant has no plans or arrangements in respect of remuneration received or that may be received by executive officers of the Registrant in the current year to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per year per executive officer.  No director or executive officer of the Registrant received other compensation in excess of the lesser of $25,000 or 10% of such officer's cash compensation as reported in the above and all directors and executive officers as a group did not receive other compensation which exceeded $25,000 times the number of persons in the group or 10% of the compensation reported in the table set forth above.  The Registrant has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Registrant's directors or executive officers.  6.C             Board Practices  Statement Of Corporate Governance Practices  The Board has not yet constituted any committees due to its size and current minimal activity. Given the Registrant's current stage of development, the Board is presently of the view that it functions effectively as a committee of the whole in this regard in relation to general corporate governance matters. Nonetheless, it will continue to monitor its effectiveness on an on-going basis, with a view to implementing additional governance as required at the appropriate time. The term of office of each of the directors will continue until the next annual general meeting, or until his successor is duly elected, unless his office is vacated in accordance with the articles of the Registrant.  14   The Articles of the Registrant presently provide that the Board of Directors shall consist of not less than one and not more than that number of Directors that is set by an ordinary resolution by the shareholders of the Registrant (excluding additional directors that may be appointed between annual general meetings). The Board of Directors is of the view that its present board is appropriate and facilitates effective decision-making.  In November 2004, the Companys Bylaws were amended so that a minimum of one director could sit on the Board of Directors will full right and authority.  The Board of Directors is of the view that the decision to not set up various committees such as a Nominating, Human Resources, Governance or Compensation Committee is appropriate having regard to cost and time issues and the shareholder structure of the Registrant and the operating size of the Registrant.  Having regard to the current stage of development of the Registrant, the Board is of the view that the well-recognized duties and responsibilities of directors of public companies provide adequate guidance to the Directors at this time. As a result, specific position descriptions for Directors have been deferred until the Registrant's development reaches a more advanced stage.  The Chairman of the Board is a member of management, as is the norm with companies with similar size. However, the Directors feel that this is not an impediment to the proper discharges of the directors' responsibilities. Furthermore, the interaction between senior management and directors both at and outside meetings ensures that the directors are properly informed and that the directors' experience is brought to bear when needed by management. The unrelated Directors believe that their majority on the Board, their knowledge of the Registrant's business and their independence are sufficient to facilitate the functioning of the Board independently of management. There are no Director's service contracts to provide benefits upon the termination of employment.  The Company intends to form an audit committee as soon as practical. The Audit Committee is directed to review the scope, cost and results of the independent audit of the Registrant's books and records, the results of the annual audit with management (and the internal auditors if any) and the adequacy of the Registrant's accounting, financing and operating controls; to recommend annually to the Board of Directors the selection of the independent auditors; to consider proposals made by the Registrant's independent auditors for consulting work; and to report to the Board of Directors, when so requested, on any accounting or financial matters.  6.D             Employees  The Registrant's business is administered principally from its office in Vancouver, British Columbia, Canada. As of December 31, 2007, the Registrant had no full time or part time employees.  6.E            Share Ownership  The various tables in Items 6.A and 6.B set forth the common shares held by each senior officer and/or director as well as any options to purchase common shares held, the exercise prices of such options and the expiration dates of such options in the format as required in the home country (Canada) of the Registrant.  Details of all total outstanding options, warrants and other rights to purchase securities of the Registrant and its subsidiaries as at December 31, 2007 and as the date of this filing are set forth below:  NameSecurities beneficially owned,
directly or indirectly or over
which direction or control is
exercisedPercent of Issued and
Outstanding Share
Capital(1)There are no outstanding options, warrants or other rights to purchase securities--  (1) 78,789,619, shares were issued and outstanding as of December 31, 2007 and as of the date of this filing,  All stock options issued to former officers, directors and employees have been canceled as of December 15, 2004.  ITEM 7.             MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  7.A            Major Shareholders  To the best of the Registrant's knowledge, the Registrant is not directly or indirectly owned or controlled by another company or by any foreign government or by any other natural or legal person(s) severally or jointly. Subsequent to December 31, 2006 the Company issued of 63,000,000 shares of common stock to the directors of the Company for their services provided to the Company.   Those shares were issued and outstanding as of December 31, 2007 and as of the date of this filing.  15   There are no arrangements, known to the Registrant, the operation of which may at a subsequent date result in a change in its control.  As at December 31, 2007 and as of the date of this filing, the only persons or groups known to the Registrant to own more than 5% of the Registrant's issued and outstanding common shares and the number of common shares owned, directly or indirectly, by officers and directors of the Registrant as a group are as follows:  Title of ClassIdentity of Person or GroupShares OwnedPercentage of ClassCommon SharesCDS  Canadian Depository (1)Toronto, Ontario, Canada12,041,733*15.28%Common SharesChristopher Dean58,000,00073.64%Common SharesNicholas Alexander5,000,0006.35%  *As at December 31, 2007  (1) Owners of record only. CDS is a clearing agency through which Canadian brokers and dealers hold their securities. The Registrant believes that these shares are held in a fiduciary, trustee, or nominee capacity by the registered holder.  The Registrant does not know the identities of the beneficial owners of such shares.  The Registrant is not aware of any other person, group of persons or entity who beneficially owns more than 5% of the Registrants outstanding common shares.  All shares of the Registrant, including all those held by any major shareholders, are common shares with similar voting rights.  7.B            Related Party Transactions  Other than as set forth below and in the Registrant's audited financial statements and other than transactions carried out in the ordinary course of business of the Registrant or any of its subsidiaries, none of the directors or senior officers of the Registrant, a proposed management nominee for election as a director of the Registrant, any member beneficially owning shares carrying more than 5% of the voting rights attached to the shares of the Registrant nor an associate or affiliate of any of the foregoing persons had since January 1, 2006 (being the commencement of the Registrant's last audited fiscal period) any material interest, direct or indirect, in any transactions which materially affected or would materially affect the Registrant or any of its subsidiaries (see also 7.A).  During the year ended December 31, 2007, the Registrant has not entered into any related party transactions:  As of December 31, 2007, no amounts are due from related parties.  At December 31, 2006 and 2007, the Company owes $45,908 (2005 - $45,236) to a former director and to a former officer/consultant of the Company. The amounts due accrue interest at 10% per annum. Any unpaid amount is convertible to shares of common stock at $0.01 per share at the discretion of the creditor for as long as a balance remains unpaid.  As of December 31, 2007, the Company owes $138,665 in notes payable with an interest due of $28,907.  These notes payable are convertible to shares of common stock of the Company when, as and if the note holder elects to convert the note payable as opposed to accepting a cash payment.  These notes accrue an interest payable of 10%  per annum until paid or converted to shares of common stock in whole or in part.  The Registrant's directors and officers may serve as directors or officers of other public resource companies or have significant shareholdings in other public resource companies and, to the extent that such other companies may participate in ventures in which the Registrant may participate, the directors of the Registrant may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. Item 4.D provides further details.  7.C             Interests of Experts and Counsel  This Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in Item 7.C is not required.  16   ITEM 8.             FINANCIAL INFORMATION  8.A             Financial Statements and Other Financial Information  Financial statements audited by an independent auditor and accompanied by an audit report are comprised of the following, which are attached hereto and form a part hereof.  (a) Balance Sheets as of December 31, 2007;  (b) Statements of Operations and Deficit for each of the years ended December 31, 2007 and 2006 and for the period from commencement of the development stage January 1, 2000 to December 31, 2007;  (c) Statements of Cash Flows for each of the years ended December 31, 2007 and 2006 and for the period from commencement of the development stage January 1, 2000 to December 31, 2007;  (d) Statement of Changes in Stockholders Equity for the period from commencement of the development stage January 1, 2000 to December 31, 2007; and  (e) Notes to the financial statements.  The Registrant is not involved in any legal or arbitration proceedings which may have, or had in the recent past, significant effects on the Registrant's financial position or profitability, including governmental proceedings pending or known to be contemplated.  Dividend Policy  The Registrant has not, during its last five completed financial years, declared or paid any dividends on its common shares and does not currently intend to pay dividends. Earnings, if any, will be retained to finance further growth and development of the business of the Registrant. Dividends will, in all probability, only be paid in the event the Registrant successfully brings one of its properties into production.  8.B            Significant Changes  There has been no significant change in the financial condition of the Registrant since December 31, 2007.  ITEM 9.            THE OFFER AND LISTING  9.A            Offer and Listing Details  This Form 20-F is filed as an annual report under the Exchange Act and does not relate to a new offer of securities and accordingly the information called for is not required, other than the price history information below. The Common Shares of the Registrant have been quoted on the Over The Counter Bulletin Board in the United States of America since February 11, 2000. Over the counter quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions. The Registrant's common shares are quoted under the symbol APVLF.  9.B            Plan of Distribution  This Form 20-F is filed as an annual report under the Exchange Act and does not relate to a new offer of securities and accordingly, the information called for is not required.  9.C            Markets  See Item 9.A  9.D            Selling Shareholders  This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 9.D is not required.  9.E            Dilution  This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 9.E is not required.  17   9.F            Expenses of the Issue  This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 9.F is not required.  ITEM 10.             ADDITIONAL INFORMATION  10.A             Share Capital  This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 10.A is not required.  10.B             Memorandum and Articles of Association  1. The Registrant was incorporated under no. 211807 on June 20, 1980 under the name Cascade Explorations Ltd., with an authorized capital of 5,000,000 shares without par value, by registration of its Memorandum and Articles under the Company Act (British Columbia). The Registrant subsequently changed its name to Capri Resources Ltd. on May 12, 1983.  The Registrant changed its name to "Capri Resources Ltd." effective as of May 12, 1983. Effective December 24, 1987, the Registrant altered its share capital by consolidation of its authorized and issued capital on the basis of one new share for three old shares, decreasing the number of shares authorized from 5,000,000 shares to 1,666,666.67 shares. The Registrant then increased its authorized capital to 10,000,000 shares and changed its name to "International Capri Resources Ltd." Effective July 19, 2000, the Registrant changed its name to "Apiva.com Web Corporation." and effective December 18, 2001, the Registrant changed its name to Apiva Ventures Limited.  By resolution filed with the British Columbia Registrar of Companies (the "Registrar") on July 6, 1994, in accordance with Section 256 of the Company Act (British Columbia), certain escrow shares held under an existing agreement were cancelled without consideration and the authorized and issued share capital was diminished so that the authorized capital of the Registrant consisted of 9,787,500 shares. The Registrant's authorized capital was increased to 100,000,000 common shares without par value on July 7, 1995. The Registrant's Memorandum and Articles do not provide for any specific objects or purposes.  2. Set forth below is a summary of provisions contained in the Registrant's Articles with respect to:  (a) Director's power to vote on a proposal, arrangement or contract in which the director is materially interested:  None.  (b) Directors' power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body:  None.  (c) Borrowing powers exercisable by the directors and how such borrowing powers can be varied:  None.  (d) Retirement or non-retirement of directors under an age limit requirement:  The directors are not required to retire upon reaching a specific age.  (e) Number of shares, if any, required for director's qualification:  A director is not required to hold any shares of the Registrant.  3. All common shares of the Registrant rank equally as to dividends, voting powers and participation in assets and in all other respects. Each share carries one vote per share at meetings of the shareholders of the Registrant.  There are no indentures or agreements limiting the payment of dividends and there are no conversion rights, special liquidation rights, pre-emptive rights or subscription rights attached to the common shares. The shares presently issued are not subject to any calls or assessments. There is a Shareholders Rights Plan detailed below:  18   4. The rights of holders of common shares may not be modified other than by vote of seventy five per cent (75%) of the common shares voting on such modification. Because a quorum for a general meeting of shareholders can exist with one shareholder (proxy-holder) personally present, the rights of holders of common shares may be modified by the votes of less than a majority of the issued common shares of the Registrant.  Shareholders may apply to the Supreme Court of British Columbia for various remedies on the grounds that the affairs of the Registrant are being conducted in a manner oppressive to one or more of the shareholders or that some resolution of shareholders has been passed or is proposed that is unfairly prejudicial to one or more of the shareholders. That Court may, with a view to bringing it to an end or to remedying the matters complained of, make an interim or final order if it considers appropriate, including the following:  (a) Direct or prohibit any act or cancel or vary any transaction or resolution;  (b) Regulate the conduct of the Registrant's affairs in the future;  (c) Provide for the purchase of the Common Shares of any member of the Registrant by another member of the Registrant, or by the Registrant;  (d) In the case of a purchase by the Registrant, reduce the Registrant's capital or otherwise;  (e) Appoint a receiver or receiver manager;  (f) Order that the Registrant be wound up;  (g) Authorize or direct that proceedings be commenced in the name of the Registrant against any party on the terms the Court directs;  (h) Require the Registrant to produce financial statements;  (i) Order the Registrant to compensate an aggrieved person; and  (j) Direct rectification of any record of the Registrant.  Where a special resolution to modify the rights of the holders of common shares has been passed, the holders of not less than 10% of the common shares who are entitled to vote and did vote against the special resolution (in person or by proxy) may apply to the Supreme Court of British Columbia to set aside the resolution.  There are no restrictions on the purchase or redemption of common shares by the Registrant while there is any arrearage in the payment of dividends or sinking fund installments.  5. The directors of the Registrant call all annual general meetings and extraordinary general meetings. Any one or more shareholders holding 10% or more of the Registrant's shares can requisition a meeting. Under certain circumstances, the Supreme Court of British Columbia can call a shareholders' meeting.  6. There are no limitations on the rights to own securities.  7. There are no provisions in the Registrant's Articles that would have an effect on delaying, deferring or preventing a change of capital.  8. There are no by-law provisions governing the ownership threshold above which shareholder ownership must be disclosed.  9. The law of British Columbia, Canada, relating to Items 2-8 is not significantly different from the law of the United States.  10. There are no conditions in the Memorandum and Articles governing changes in capital that are more stringent than is required by law.  10.C             Material Contracts  For the two years immediately preceding December 31, 2007, there were no material contracts entered into, other than contracts entered into in the ordinary course of business, to which the Registrant or any member of the group was a party. For a description of those contracts entered into in the ordinary course of business refer to Item 4B  Business Overview. Subsequent to December 3, 2006 the Company issued 63,000,000 shares of common stock to directors of the Company for their services provided to the Company and are reflected on the Companys audited financial statements as of December 31, 2007.  19   10.D             Exchange Controls  There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of the Registrant's common shares. Any remittances of dividends to United States residents are, however, subject to a 15% withholding tax (10% if the shareholder is a corporation owning at least 10% of the outstanding common shares of the Registrant) pursuant to Article X of the reciprocal tax treaty between Canada and the United States.  Except as provided in the Investment Canada Act (the "Act"), there are no limitations under the laws of Canada, the Province of British Columbia or in the charter or any other constituent documents of the Registrant on the right of foreigners to hold or vote the common shares of the Registrant.  10.E             Taxation  ALL SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS AS TO THE INCOME AND OTHER TAX CONSEQUENCES ARISING IN THEIR PARTICULAR CIRCUMSTANCES. THE FOLLOWING IS A SUMMARY ONLY AND OF A GENERAL NATURE AND IS NOT INTENDED, NOR SHOULD IT BE CONSTRUED, TO BE LEGAL OR TAX ADVISE TO ANY PARTICULAR SHAREHOLDER.  United States Federal Income Tax Consequences  The following is a discussion of material United States federal income tax consequences, under current law, applicable to a US Holder (as hereinafter defined) of common shares of the Registrant. This discussion does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a US Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (Refer to "Canadian Federal Income Tax Considerations" for material Canadian federal income tax consequences).  The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to the United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares of the Company should consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.  U.S. Holders  As used herein, a "U.S. Holder" means a holder of common shares of the Company who is (i) a citizen or individual resident of the United States, (ii) a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, (iii) an estate whose income is taxable in the United States irrespective of source or (iv) a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, persons or entities that have a "functional currency" other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging, conversion transaction, constructive sale or other arrangement involving more than one position, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets within the meaning of Section 1221 of the Code. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.  20   Distribution on Common Shares of the Company  U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's federal taxable income by those who itemize deductions. (The section, "Foreign Tax Credit", below provides more details). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder's adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation.  In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, to the extent that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.  Dividends paid on the common shares of the Company generally will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation and which owns shares representing at least 10% of the voting power and value of the Company may, under certain circumstances, be entitled to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of the voting power and value of the Company) deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a "foreign personal holding company" or a "passive foreign investment company," as defined below). The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.  Certain information reporting and backup withholding rules may apply with respect to the Company's common shares. In particular, a payor or middleman within the U.S., or in certain cases outside the U.S., will be required to withhold 31% of any payments to a holder of the Company's common shares of dividends on, or proceeds from the sale of, such common shares within the U.S., unless the holder is an exempt recipient, if the holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, the backup withholding tax requirements. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder's U.S. federal income tax liability, provided the required information is furnished to the IRS. U.S. Holders are urged to consult their own tax counsel regarding the information reporting and backup withholding rules applicable to the Company's common shares.  Foreign Tax Credit  A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations that apply to the credit among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as "passive income", "high withholding tax interest," "financial services income," "shipping income," and certain other classifications of income. Dividends distributed by the Company will generally constitute "passive income" or, in the case of certain U.S. Holders, "financial services income" for these purposes. In addition, U.S. Holders which are corporations that own 10% or more of the voting stock of the Company may be entitled to an "indirect" foreign tax credit under Section 902 with respect to the payment of dividends by the Company under certain circumstances and subject to complex rules and limitations. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of common shares of the Company should consult their own tax advisors regarding their particular circumstances.  21   Disposition of Common Shares of the Company  A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder's tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders that are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder, which will be long-term capital gain or loss if the common shares of the Company are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders that are not corporations, any unused portion of such net capital loss can be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.  Other Considerations  In the following circumstances, the above sections of this discussion may not describe the United States federal income tax consequences resulting from the holding and disposition of common shares:  Foreign Personal Holding Company  If at any time during a taxable year (i) more than 50% of the total combined voting power or the total value of the Company's outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the United States and (ii) 60% (50% in some circumstances) or more of the Company's gross income for such year was "foreign personal holding company income" (e.g. dividends, interest and similar income), the Company may be treated as a "foreign personal holding company." In that event, U.S. Holders that hold common shares would be required to include in gross income for such year their allocable portions of such "foreign personal holding company income" to the extent the Company does not actually distribute such income. The Company does not believe that it currently qualifies as a foreign personal holding company. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.  Foreign Investment Company  If 50% or more of the combined voting power or total value of the Company's outstanding shares is held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or Registrants, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company may be treated as a "foreign investment company" as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than capital gain. The Company does not believe that it currently qualifies as a foreign investment company. However, there can be no assurance that the Company will not be considered a foreign investment company for the current or any future taxable year.  Passive Foreign Investment Company  As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company ("PFIC"), as defined in Section 1297 of the Code, depending upon the percentage of the Company's income which is passive, or the percentage of the Company's assets which produce or are held for the production of passive income. U.S. Holders owning common shares of a PFIC are subject to the highest rate of tax on ordinary income in effect for the applicable taxable year and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned with respect to certain "excess distributions" on and dispositions of PFIC stock. However, if the U.S. Holder makes a timely election to treat a PFIC as a qualified electing fund ("QEF") with respect to such shareholder's interest therein, the above-described rules generally will not apply. Instead, the electing U.S. Holder would include annually in his gross income his pro rata share of the PFIC's ordinary earnings and net capital gain regardless of whether such income or gain was actually distributed. A U.S. Holder of a QEF can, however, elect to defer the payment of United States federal income tax on such income inclusions. Special rules apply to U.S. Holders who own their interests in a PFIC through intermediate entities or persons. In addition, subject to certain limitations, U.S. Holders owning, actually or constructively, marketable (as specifically defined) stock in a PFIC will be permitted to elect to mark that stock to market annually, rather than be subject to the excess distribution regime of section 1291 described above. Amounts included in or deducted from income under this alternative (and actual gains and losses realized upon disposition, subject to certain limitations) will be treated as ordinary gains or losses. This alternative will apply to taxable years of U.S. Holders beginning after 1997 and taxable years of foreign corporations ending with or within such taxable years of U.S. Holders.  22   The Company believes that it was not a PFIC for its fiscal year ended December 31, 2004 and does not believe that it will be a PFIC for the fiscal year ending December 31, 2005. However, because the PFIC determination is made annually on the basis of income and assets, there can be no assurance that the Company will not be a PFIC in the current or in a subsequent year. In addition, there can be no assurance that the Company's determination concerning its PFIC status will not be challenged by the IRS, or that it will be able to satisfy record keeping requirements which will be imposed on QEFs in the event that it qualifies as a PFIC.  Controlled Foreign Registrant  If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of the shares of the Company is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), each of which own, actually or constructively, 10% or more of the total combined voting power of all classes of shares entitled to vote of the Company ("United States Shareholder"), the Company could be treated as a controlled foreign corporation ("CFC") under Subpart F of the Code. This classification would affect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes United States shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States shareholders are generally treated as having received a current distribution out of the CFC's Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC's earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Company which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign Registrants ending with or within such taxable years of United States Shareholders. Special rules apply to United States Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion. The Company does not believe that it currently qualifies as a CFC. However, there can be no assurance that the Company will not be considered a CFC for the current or any future taxable year.  Certain Canadian Federal Income Tax Considerations  A brief description of certain provisions of the tax treaty between Canada and the United States is included below, together with a brief outline of certain taxes, including withholding provisions, to which United States security holders are subject under existing laws and regulations of Canada. The consequences, if any, of provincial, state and local taxes are not considered.  The following information is general and security holders should seek the advice of their own tax advisors, tax counsel or accountants with respect to the applicability or effect on their own individual circumstances of the matters referred to herein and of any provincial, state, or local taxes.  The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of common stock of the Registrant for a shareholder of the Registrant who is not a resident of Canada but is a resident of the United States and who will acquire and hold shares of common stock of the Registrant as capital property for the purposes of the Income Tax Act (Canada) (the "Canadian Tax Act"). This summary does not apply to a shareholder who carries on business in Canada through a "permanent establishment" situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholder's holding in the Registrant is effectively connected with such permanent establishment or fixed base. This summary is based on the provisions of the Canadian Income Tax Act and the regulations there under and on an understanding of the administrative practices of Canada Customs & Revenue Agency, and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect. This discussion is general only and is not a substitute for independent advice from a shareholder's own Canadian and U.S. tax advisors. The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980), as amended (the "Convention").  Dividends on Common Shares and Other Income  Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25 percent on dividends paid or deemed to have been paid to him or her by a corporation resident in Canada. The Convention limits the rate to 15 percent if the shareholder is a resident of the United States and the dividends are beneficially owned by and paid to such shareholder, and to 5 percent if the shareholder is also a corporation that beneficially owns at least 10 percent of the voting stock of the payor corporation.  23   The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which the paid up or stated capital of the Registrant had increased by reason of the payment of such dividend. The Registrant will furnish additional tax information to shareholders in the event of such a dividend. Interest paid or deemed to be paid on the Registrant's debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty.  The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the United States and is exempt from income tax under the laws of the United States.  Dispositions of Common Shares  Under the Canadian Tax Act, a taxpayer's capital gain or capital loss from a disposition of a share of common stock of the Registrant is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties. Fifty percent of the capital gains net of losses are included in income. The amount by which a shareholder's capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.  Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of "taxable Canadian property". Shares of common stock of the Registrant will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25% or more of the issued shares of any class or series in the capital stock of the Registrant belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder and persons with whom the shareholder did not deal at arm's length and in certain other circumstances.  The Convention relieves United States residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:  (a) The value of the shares is derived principally from "real property" in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production;  (b) The shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he or she ceased to be resident in Canada; or  (c) The shares formed part of the business property of a "permanent establishment" that the holder has or had in Canada within the 12 months preceding the disposition.  10.F             Dividends and Paying Agents  This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 10.F is not required.  10.G             Statement by Experts  This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 10.G is not required.  10.H             Documents on Display  Copies of the most recent annual report and consolidated financial statements and any subsequent interim financial statements of the Company may be obtained upon request from the Company. The Company may require the payment of a reasonable fee in respect of a request therefore made by a person who is not a security holder of the Company.  10.I             Subsidiary Information  Item 4.C provides further information.  The Company has no subsidiaries.  24   ITEM 11.             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  The Company believes that it does not have any material exposure to interest or commodity risks. The Company does not own any derivative instruments, does not engage in any hedging transactions and does not have any outstanding long-term debt. Item 3.D provides information concerning risk factors.  ITEM 12.             DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES  This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 12 is not required.  PART II  ITEM 13.             DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES  None  ITEM 14.            MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS  Not applicable  ITEM 15.             CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls and Procedures  Based upon the evaluation of the effectiveness of the disclosure controls and procedures within 90 days prior to the filing date of this annual report, the Registrant's President, acting as the Companys Chief Executive Officer and Chief Financial Officer has concluded that, as of such date, the disclosure controls and procedures were effective to ensure that material information relating to the Registrant was made known to others within the company particularly during the period in which this annual report and accounts were being prepared, and such controls and procedures were effective to ensure that information required to be disclosed by the Registrant in the reports that it files or submits under regulatory rules and securities laws is recorded, processed, summarized and reported, within the time periods specified. Management of the Registrant recognizes that any controls and procedures can only provide reasonable assurance, and not absolute assurance, of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Changes in Internal Controls over Financial Reporting  There were no changes in the Registrant's internal controls or in other factors that could y affect these controls subsequent to the date the Chief Executive Officer completed his evaluation, nor were there any deficiencies or material weaknesses in the Registrant's internal controls requiring corrective actions.  ITEM 16.     AUDIT COMMITTEE FINANCIAL EXPERT, CODE OF ETHICS AND PRINCIPAL ACCOUNTANT FEES AND SERVICES  16.A             Audit Committee Financial Expert  The Registrant does not currently have a financial expert nor an audit committee due to its relatively small size. In 2007, 2006 the Registrant had no consultant/employees. In June 2005 the Registrant retained the audit services of Madsen & Associates, CPAs, Inc. of Murray, Utah to perform the audit on its year-end consolidated financial statements. The Registrant believes that it has adequate resources available to it when financial expertise and advice are necessary.  As of the date of this filing, Madsen & Associates, CPAs, Inc. of Murray, Utah is the Companys auditor.  16.B             Code of Ethics  The Registrant has not adopted a formal written code of ethics given its small size. Directors, including the director/employee of the Registrant, are subject to the laws of the Province of British Columbia, Canada whereby they are required to act honestly, in good faith and in the best interests of the Registrant.  25   The Registrant expects all directors, officers and employees to abide by the following code of ethics communicated to them:  Act with honesty and integrity and in an ethical manner resolve any actual or apparent conflicts of interest between personal and professional relationships;Ensure that any public filings or announcements, whether they are statutory or regulatory filings or other documents submitted for public disclosure and communication, are accurate, complete, fair, timely and understandable in all material respects, taking into consideration applicable standards and regulations;Compliance with applicable laws, rules and regulations; andPrompt internal reporting of any violations, whether actual or potential, in the code of ethics.  16.C             Principal Accountant Fees and Services  The following table discloses accounting fees and services of the Registrant:  200720062004Type of Services RenderedFiscal YearFiscal YearFiscal Year(a) Audit Fees$6,000.00$6,000.00$6,975.00(b) Audit-Related Fees incurred and accrued (e.g. review of Form 20-F)Included aboveIncluded above(c) Tax FeesNilNilNil(d) All Other FeesNilNilNil  16.D             Exemptions from the Listing Standards for Audit Committees  Not applicable  16.E             Purchases of Equity Securities by the Issuer and Affiliated Purchasers  Not applicable  PART III  ITEM 17.             FINANCIAL STATEMENTS  The following financial statements and related schedules are included in this Item:  Financial Statements  Auditors' report dated May 18, 2008  Balance Sheet as of December 31, 2007;  Statements of Operations and Deficit for each of the years ended December 31, 2007 and 2006 and for the period from commencement of the development stage January 1, 2000 to December 31, 2007;  Statements of Cash Flows for each of the years ended December 31, 2007 and 2006 and for the period from commencement of the development stage January 1, 2000 to December 31, 2007;  Statement of Changes in Stockholders Equity for the period from commencement of the development stage January 1, 2000 to December 31, 2007; and  Notes to the financial statements.  ITEM 18.             FINANCIAL STATEMENTS  See Item 17  26   ITEM 19.             EXHIBITS  Exhibit
NumberDescription1.1(1)Memorandum and Articles of Incorporation of the Registrant, as amended1.2(1)Certificate of Registration of an Extra-territorial Company  Northwest Territories4.1(1)Contracts of Mining Exploration and of Promise of Assignment of Rights, dated November 30, 1998, between Hector Esquivel Esparza, acting on his own behalf and in the name and on behalf Leticia Sosa Alvarez de Esquivel, and Polo Y Ron Minerales, S.A. de C.V.4.2(1)Contracts of Mining Exploration and of Promise of Assignment of Rights, dated November 19, 1998, between Felix Gomez Garcia, acting on his own behalf and in the name of Alberta Esthela Gomez Gomez, acting in the name of and on behalf of Romualda Gomez Lopez de Gomez, and Polo Y Ron Minerales, S.A. de C.V.4.3(1)Contracts of Mining Exploration and of Promise of Assignment of Rights, dated November 19, 1998, between Felix Gomez Garcia, acting on his own behalf and in the name of and on behalf of Zenon Flores Damian and on behalf of Romualda Gomez Lopez de Gomez, and Polo Y Ron Minerales, S.A. de C.V.4.4(1)Joint Venture and Subscription Agreement, dated March 19, 1999, between International Capri Resources, S.A. de C.V., the Registrant, Arngre, Inc., Zacualpan Minerals, LLC, and Alan Stier4.5(1)Contract of Assignment of Rights, dated December 11, 1998, between Polo Y Ron Minerales, S.A. de C.V. and International Capri Resources, S.A. de C.V.4.6(1)Letter Agreement, dated February 13, 1999, between the Registrant and TNK Resources Inc.4.7(1)Property Option Agreement, dated April 14, 1999, between the Registrant and TNK Resources Inc.4.8(1)Management Services Agreement, dated July 1, 1994, between the Registrant and Alan P. Stier4.9(1)Amendment to Management Services Agreement, dated November 1, 1996, between the Registrant and Caral Enterprises4.10(2)Amendment Agreement between Mr. Felix Gomez Garcia and International Capri Resources, S.A. De C.V. dated July 7, 1999, related to El Quinto II and El Cometa Navideno.4.11(2)Amendment Agreement between Mr. Hector Esquivel Esparza and International Capri Resources, S.A. De C.V. dated July 7, 1999, related to El Volado and La Cadena.4.12(2)Amendment Agreement between Mr. Felix Gomez Garcia and International Capri Resources, S.A. De C.V. dated July 7, 1999, related to Los Compadres.4.13(3)Amendment Agreement between Mr. Felix Gomez Garcia and International Capri Resources, S.A. De C.V. dated February 3, 2000, related to El Quinto II and El Cometa Navideno.4.14(3)Amendment Agreement between Mr. Hector Esquivel Esparza and International Capri Resources, S.A. De C.V. dated February 1, 2000, related to El Volado and La Cadena.4.15(3)Amendment Agreement between Mr. Felix Gomez Garcia and International Capri Resources, S.A. De C.V. dated February 3, 2000, related to Los Compadres.4.16(4)Option Plan4.17(5)Asset Purchase Agreement between Cyber Station of Victoria Ltd. and International Capri Resources Ltd., dated April 11, 2000.4.18(5)Consulting Agreement between Yellow Pearl, Inc. and International Capri Resources Ltd., dated May 16, 2000.4.19(5)Assignment of Right To Purchase Agreement between King Capital Corporation and International Capri Resources Ltd., dated April 7, 2000.  27    4.20(5)Settlement Agreement between King Capital Corporation, Kenneth Sherwood, Pamela Sherwood, Richard Bennett, Lavernbe Bennett, John Roebuck, Marilyn Roebuck, Duncan Hopp, Cherie Hopp, David Davies, and Thomas Campbell and International Capri Resources Ltd., dated June 19, 2000.4.21(5)Warrant Agreement between Malcolm G. McMicken, in trust, and International Capri Resources Ltd., dated June 19, 2000.4.22(6)Option Agreement between Dover Investments Limited and Apiva.com Web Corporation, dated September 5, 2001.4.23(1)Certificate of Consent of Alex Burton, P. Eng., P. Geo.4.24(1)Certificate of Consent of Juan Jose Cabuto Vidria, Mining Engineer12.1Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Clair Calvert)13.1Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Clair Calvert)  (1)Previously filed on August 27, 1999.(2)Previously filed on October 27, 1999.(3)Previously filed in March, 2000 on Form 20-F.(4)Previously filed on May 28, 2000(5)Previously filed on May 14, 2001(6)Previously filed on May 17, 2002         SIGNATURE  The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.  DATED at Burnaby, British Columbia, Canada  as of June 16, 2008.  APIVA VENTURES LIMITEDPer:
/s/ Brian JenkinsBrian Jenkins,
President,
Secretary & Director      AUDITED FINANCIAL STATEMENTS DECEMBER 31, 2007 TO FOLLOW  28     MADSEN & ASSOCIATES, CPA=s Inc.684 East Vine St, Suite 3Certified Public Accountants and Business ConsultantsMurray, Utah 84107Telephone 801 268-2632Fax 801-262-3978   Board of Directors Apiva Ventures Limited Bellevue, Washington  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  We have audited the accompanying balance  sheet of Apiva Ventures Limited (development stage company) at December 31, 2007, and the related statements of operations, stockholders' equity, and cash flows for the  years ended December 31, 2007 and 2006  and the period January 1, 2000  (date of inception of development stage) to December 31, 2007.  These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness for the company=s internal control over financial reporting.  Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and  significant estimates made by management as well as evaluating the overall balance sheet presentation. We believe that our audit provides a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Apiva Ventures Limited  at December 31, 2007,  and the results of  operations, and  cash flows for the  years ended December 31, 2007 and 2006 and the period January 1, 2000   to December 31, 2007,  in conformity with accounting principles generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company does not have the necessary working capital to service its debt and for its planned activity,  which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.   Salt Lake City, Utah May 18, 2008                                                          /s/Madsen & Associates, CPA=s Inc.  F-1   APIVA VENTURES LIMITED (Development Stage Company) BALANCE SHEET December 31, 2007   ASSETSCURRENT ASSETSCash$-Total Current Assets$-LIABILITIES AND STOCKHOLDERS'  DEFICITCURRENT LIABILITIESNotes payables$138,665Accrued interest payable28,907Accounts payable14,854Total Current Liabilities182,426STOCKHOLDERS' DEFICITCommon stock100,000,000 shares authorized at no par value,78,789,619 shares issued and outstanding9,817,201Additional paid-in capital821,408Accumulated deficit(10,821,035)Total Stockholders' Deficit(182,426)$-  The accompanying notes are an integral part of these financial statements.  F-2   APIVA VENTURES LIMITED (Development Stage Company) STATEMENT OF OPERATIONS For the Years Ended December 31, 2007 and 2006 and the Period January 1, 2000 (Date of Inception of Development Stage) to December 31, 2007  Jan 1, 2000Dec 31,Dec 31,to Dec 31,200720062007REVENUES$-$-$-EXPENSESAdministration39,16515,4272,156,744Amortization--11,715NET LOSS -before other income and expenses(39,165)(15,427)(2,168,459)OTHER INCOME AND  EXPENSESValuation of  conversion rights-(42,066)(63,099)Interest expense(12,622)(16,285)(28,907)Gain from settlement of debt-26,31726,317Interest income--21,988Income distribution from partnership--179,404Loss on sale and disposal of assets--(956,940)NET LOSS(51,787)(47,461)(2,989,696)COMPREHENSIVE GAIN (L0SS)Foreign exchange adjustment-(408)-COMPREHENSIVE LOSS$(51,787)$(47,869)$(2,989,696)NET LOSS PER COMMON SHAREBasic and diluted$-$-AVERAGE OUTSTANDING  SHARES  (stated in 1,000's)Basic15,79015,790Diluted30,61830,618  The accompanying notes are an integral part of these financial statements  F-3


APIVA VENTURES LIMITED (Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Period January 1, 2000 (Date of Inception of Development Stage) to December 31, 2007  AccumulatedCommon StockAdditionalAccumulatedComprehensiveSharesAmountPaid in CapitalDeficitGain-LossBalance January 1, 200013,078,619$8,164,643$113,279$(7,831,339)$(209,866)Issuance of stock for private placement1,041,0001,276,835---Issuance of stock for exercise of options1,307,000213,288---Stock based compensation--381,846--Issuance of stock options to consultants--290,919--Net operating loss for the year endedDecember 31, 2000---(2,163,889)25,836Issuance of stock for exercise of options50,0008,787---Issuance of stock for mineral properties200,000109,396---Stock options issued to consultants--25,195--Net operating loss for the year endedDecember 31, 2001---(418,623)151,073Issuance of stock for exercise of options113,00019,052---Net operating loss for the year endedDecember 31, 2002---(179,005)(7,639)Net operating profit for the year endedDecember 31, 2003---18,9007,881Net operating loss for the year endedDecember 31, 2004---(81,648)(5,260)Net operating loss for the year endedDecember 31, 2005---(66,183)(1,821)Valuation of conversion rights--21,033--Net operating loss for the year endedDecember 31, 2006---(47,461)(408)Valuation of conversion rights--42,066--Issuance of stock for services63,000,00025,200---Net operating loss for the endedDecember 31, 2007---(51,787)(12,726)Discontinue foreign operations--(52,930)-52,930Balance December 31, 200778,789,619$9,817,201$821,408$(10,821,035)$-  The accompanying notes are an integral part of these financial statements   F-4


APIVA VENTURES LIMITED (Development Stage Company) STATEMENT OF CASH FLOWS For the Years Ended December 31, 2007 and 2006 and the Period January 1, 2000 (Date of Inception of Development Stage) to December 31, 2007  Dec 31,Dec 31,Jan 1, 2000 to20072006Dec 31, 2007CASH FLOWS FROMOPERATING ACTIVITIESNet profit (loss)$(51,787)$(47,461)$(2,989,696)Adjustments to reconcile net loss tonet cash provided by operatingactivitiesValuation of conversion rights-42, 06663,099Stock options and stock based compensation25,200-723,160Amortization--11,715Net losses on sale and disposal of assets--956,940Valuation adjustment of account receivable--55,618Change in accrued interest payable12,00016,28528,285Change in accounts payable12,487(71,264)(599,627)Net Change in Cash From Operations(2,100)(60,374)(1,750,506)CASH FLOWS FROM INVESTINGACTIVITIES---CASH FLOWS FROM FINANCINGACTIVITIESProceeds from note payable - related party-62,88262,882Proceeds from issuance of capital stock--1,517,962EXCHANGE RATE ADJUSTMENT-(408)169,662Net Increase (Decrease) in Cash(2,100)2,100-Cash at Beginning of Period2,100--Cash at End of Period$-$2,100$-SCHEDULE OF NONCASH OPERATING   ACTIVITIESStock options and stock based compensation - 2000-2001$697,960Issuance 63,000,000 shares common stock for services - 2007$25,200$25,200   The accompanying notes are an integral part of these financial statements  F-5   APIVA VENTURES LIMITED (Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2007  1. ORGANIZATION  The Company was incorporated under the laws of British Columbia, Canada on June 20, 1980. Since its organization the Company completed several name and authorized stock changes resulting in its present name and authorized common stock of 100,000,000 shares with no par value.  The Company=s principal business activity has been the development and operations of mineral properties. The Company abandoned its activity and has since been inactive. The Company has been in the development stage starting after 1999.  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Accounting Methods  The Company recognizes income and expenses based on the accrual method of accounting.  Dividend Policy  The Company has not yet adopted a policy regarding payment of dividends.  Earnings (Loss) Per Share  Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.  Financial Instruments  The carrying amounts of financial instruments, including accounts payable, are considered by management to be their estimated fair values, due to the short term duration of these instruments.  Financial and Concentrations Risk  The Company does not have any concentration or related financial credit risk.   F-6   APIVA VENTURES LIMITED (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2007  2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)  Estimates and Assumptions  Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.  Income Taxes  The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.  On December 31, 2007, the net operating loss available for carry forward for Canadian and United States purposes has not been determined due to a substantial change in stockholders, however, the amount would be fully offset by a valuation reserve because the use of any future tax benefit is doubtful since the Company has no operations.  Environmental Requirements  At the report date any potential environmental requirements related to the mineral claims abandoned (note 1) are unknown and therefore an estimate of any potential future costs cannot be made.  Foreign Currency Translation  Canadian currency is considered to be the functional currency for the Company=s operations. Assets and liabilities are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Revenues and expenses are translated into U.S. dollars at average exchange rates prevailing during the year. Resulting translation adjustments are included in AAccumulated Comprehensive Gain Loss.@ During 2007 the Company discontinued its Canadian operation and therefore closed the Accumulated Comprehensive Gain-Loss account.  Financial and Concentrations Risk  The Company does not have any concentration or related financial credit risk.  F-7   APIVA VENTURES LIMITED (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2007  2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)  Revenue Recognition  Revenue will be recognized on the sale and delivery of a product or the completion of a service provided.  Advertising and Market Development  The company will expense advertising and market development costs as incurred.  Recent Accounting Pronouncements  The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.  3. NOTES PAYABLE  Included in the notes payable are 10% demand notes outstanding, due to former officers of $120,000 and a note payable of $18,665 due to an unrelated party. Accrued interest on the above notes in the amount of $29,907 has been provided.  Any unpaid amounts on the above notes, including accrued interest, is convertible to common stock at $.01 per share, at the option of the note holder, for as long as a balance remains unpaid, equaling approximately 16,757,200 shares on December 31, 2007.  A provision for the valuation of the conversion rights has been provided and is shown as an expense in the statement of operations and was computed using the Black-Scholes (BSM) model.  4. ACCOUNTS PAYABLE  The accounts payable shown in the balance sheet of $14,854 are past due and beyond the statute of limitations.  5. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES  On December 31, 2007 officers-directors and managers did not own any outstanding shares of the Company. New officers have been appointed and a stockholders meeting is planned for June 30, 2008 in which new shares will be issued and annual salaries will be determined.  F-8   APIVA VENTURES LIMITED ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2007  6. GOING CONCERN  The company will need additional working capital for its future planned activity and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining sufficient working capital to be successful in that effort. The management of the Company has developed a strategy, which it believes will accomplish this objective, through additional short term loans, from its officer=s and equity funding, which will enable the Company to operate for the coming year.  F-9