UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, 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

|X| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, for the fiscal year ended December 31, 2005


                                       OR

|_| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from _______________ to _______________


                        Commission file 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)


                    16-6350 48a Avenue, Delta, B.C. V4K 4W3
                     (Address of principal executive office)


 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, 2005: 15,789,619 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 |X| No |_|


Indicate by check mark which financial statement item the registrant has
 elected to follow.  Item 17 |X|    Item 18 |_|



<PAGE>


TABLE OF CONTENTS: FORM 20-F


PART I

                                                                  1
            ITEM 1.   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1
            -------   ----------------------------------------------------- -
            ITEM 2.   OFFER STATISTICS AND EXPECTED TIMETABLE               1
            -------   ---------------------------------------               -
            ITEM 3.   KEY INFORMATION                                       1
            -------   ---------------                                       -
                      3.A    Selected Financial Data                        1
                      -----  -----------------------                        -
                      3.B    Capitalization and Indebtedness                3
                      -----  -------------------------------                -
                      3.C    Reasons for the Offer and Use of Proceeds      3
                      -----  -----------------------------------------      -
                      3.D    Risk Factors                                   3
                      -----  ------------                                   -
            ITEM 4.   INFORMATION ON THE COMPANY                            8
            -------   --------------------------                            -
                      4.A    History and Development of the Company         8
                      ---    --------------------------------------         -
                      4.B    Business Overview                              9
                      ---    -----------------                              -
                      4.C    Organizational Structure                       11
                      ---    ------------------------                       --
                      4.D    Property, Plants and Equipment                 11
                      ---    ------------------------------                 --
            ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS          11
            ITEM 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES            16
                      6.A    Directors and Senior Management                16
                      ---    -------------------------------                --
                      6.B    Compensation                                   17
                      ---    ------------                                   --
                      6.C    Board Practices                                21
                      ---    ---------------                                --
                      6.D    Employees                                      22
                      ---    ---------                                      --
                      6.E    Share Ownership                                22
                      ---    ---------------                                --
            ITEM 7.   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS     23
            -------   -------------------------------------------------     --
                      7.A    Major Shareholders                             23
                      ----   ------------------                             --
                      7.B    Related Party Transactions                     24
                      ---    --------------------------                     --
                      7.C    Interests of Experts and Counsel               25
                      ---    --------------------------------               --
            ITEM 8.   FINANCIAL INFORMATION                                 25
            -------   ---------------------                                 --
                      8.A    Consolidated Statements and Other Financial
                           Information                                      25
                      ---    -------------------------------------------------
                      8.B    Significant Changes                            26
                      ---    -------------------                            --
            ITEM 9.   THE OFFER AND LISTING                                 26
            -------   ---------------------                                 --
                      9.A    Offer and Listing Details                      26
                      ---    -------------------------                      --
                      9.B    Plan of Distribution                           27
                      ---    --------------------                           --
                      9.C    Markets                                        27
                      ---    -------                                        --
                      9.D    Selling Shareholders                           27
                      ---    --------------------                           --
                      9.E    Dilution                                       27
                      ---    --------                                       --
                      9.F    Expenses of the Issue                          27
                      ---    ---------------------                          --
            ITEM 10.  ADDITIONAL INFORMATION                                28
            --------  ----------------------                                --
                      10.A   Share Capital                                  28
                      ----   -------------                                  --
                      10.B   Memorandum and Articles of Association         28
                      ----   --------------------------------------         --
                      10.C   Material Contracts                             30
                      ----   ------------------                             --
                      10.D   Exchange Controls                              30
                      ----   -----------------                              --
                      10.E   Taxation                                       30
                      ----   ----------                                     --
                      10.F   Dividends and Paying Agents                    36
                      ----   ---------------------------                    --
                      10.G   Statement by Experts                           36
                      ----   --------------------                           --
                      10.H   Documents on Display                           36
                      -----  --------------------                           --
                      10.I   Subsidiary Information                         36
                      ----   ----------------------                         --
            ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                        MARKET RISK                                          36
            ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 36
PART II                                                                      37
---------                                                                    --
            ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES        37
            ---------------------------------------------------------        --
            ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS SECURITY HOLDERS
                           AND USE OF PROCEEDS                               37
            --------------------------------------------------------------------
            ITEM 15.  CONTROLS AND PROCEDURES                                37
            -----------------------------------                              --
            ITEM 16.  AUDIT COMMITTEE FINANCIAL EXPERT, CODE OF ETHICS AND
PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       37
            ---------------------------------------------------------------- --
                      16.A   Audit Committee Financial Expert                37
                      ----   --------------------------------                --
                      16.B   Code of Ethics                                  38
                      ----   --------------                                  --
                      16.C   Principal Accountant Fees and Services          38
                      ----   --------------------------------------          --
                      16.D   Exemptions from the Listing Standards for
                          Audit Committees                                   39
                      ----   ---------------------------------------------------
                      16.E   Purchases of Equity Securities by the Issuer
                             and Affiliated Purchasers                       39
                      ----   ---------------------------------------------------
PART III                                                                     39
----------                                                                   --
            ITEM 17.  FINANCIAL STATEMENTS                                   39
            ------------------------------                                   --
            ITEM 18.  FINANCIAL STATEMENTS                                   39
            ------------------------------                                   --
            ITEM 19.  EXHIBITS                                               39
            ------------------                                               --
                                                                             --

<PAGE>


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 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 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, 2005, 2004, 2003, 2002 and 2001 has been
derived from Apiva's audited consolidated financial statements
prepared in accordance with accounting principles generally
accepted in the United States ("U.S. GAAP")

  Year Ended December 31
                                2005                2004
Other Income            $                  $
                        -                  -
Expenses                           45,150               89,711
Net Income (Loss)                 (45,150)             (81,648)
Exchange rate                        0.857                0.831
Net Income (Loss)
per Share                           (0.00)               (0.01)
Working Capital
(Deficiency)                     (137,310)             (90,339)
Total Assets                             -                  998
Total Liabilities                  137,310               91,337
Shareholders'
Equity (Deficit)                 (137,310)             (90,339)
Long-term
Obligations                              -                    -
Issued Shares                   15,789,619           15,789,619
Fully Diluted
Number of Shares                15,789,619           15,789,619






  Year Ended December 31
                          2003         2002            2001
Other Income                  $              $              $
                              -              -        179,610
Expenses                 45,150         81,648        160,710
Net Income (Loss)       (45,150)       (86,908)        18,900
Exchange rate             0.857          0.831          0.714
Net Income (Loss)
per Share                 (0.00)         (0.01)          0.01
Working Capital
(Deficiency)           (137,310)       (90,339)       (46,673)
Total Assets                  -            998         46,185
Total Liabilities       137,310         91,337         49,351
Shareholders'
Equity (Deficit)       (137,310)       (90,339)        (3,166)
Long-term
Obligations                   -              -              -
Issued Shares        15,789,619     15,789,619     15,789,619
Fully Diluted
Number of Shares     15,789,619     15,789,619     18,143,619


                                       1
<PAGE>


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.


On June 30, 2006 the Bank of Canada closing rate for the conversion of one
United States dollar into Canadian dollars was $1.00 USD for $1.1150 CAD (0.897)


The following table lists the average exchange rates for $1.00 USD to the
Canadian dollar for the last six years based on the average month-end exchange
rates.

Year          Rate                     Year         Rate
2000          1.4854                   2003         1.4015
2001          1.5489                   2004         1.2752
2002          1.5703                   2005         1.167

3.B            Capitalization and Indebtedness


This Form 20-F is filed as an annual report under the 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 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 of $45,150 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 $18,900 in 2003. The Registrant has not earned any material or
consistent revenue and has not become profitable. The



                                       2
<PAGE>

 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, its operating 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, 2005 the Registrant had a working capital deficit of
approximately $137,310 and cash of $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.


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 the
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. The Registrant has had preliminary discussions to acquire
working interests in mineral exploration properties and oil and gas exploration
properties. 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.

                                       3
<PAGE>


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.


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.

                                       4
<PAGE>


THE REGISTRANT IS A FOREIGN CORPORATION AND MOST OF ITS DIRECTORS AND OFFICERS
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 directors and officers may be residents of Canada and substantially
all of the Registrant's assets may be located outside of the United States.
Consequently, it may be difficult for United States investors to effect 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 2005,
WHICH MAY HAVE A MATERIAL EFFECT ON U.S. SHAREHOLDERS.


The Registrant believes it was a "passive foreign investment company" ("PFIC")
during 2005. 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."


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 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 eventually 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.

                                       5
<PAGE>

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 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) (the "CDNX") 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 is located
at:
16 - 6350 48A Avenue
Delta, British Columbia, V4K 4W3
Tel/Fax: (604) 940-1555


The registered and records offices are located at:
1040 - 999 West Hastings Street
Vancouver, British Columbia, V6C 2W2
Tel: (604) 683-1102


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


The Registrant was in the business of identifying and reviewing opportunities in
the technology industry and in mineral and oil and gas exploration. During the
years ended December 31, 2005 and 2004 the Registrant had no active business
operations other than identifying and reviewing business opportunities.


During the current year the Company has continued to look for acquisitions. 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.


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.

                                       6
<PAGE>

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 and no further
material cash flows are expected to be received.


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 $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. In connection
with the Asset Purchase Agreement, the Registrant entered into a Share Purchase
Agreement (the "Share Purchase Agreement") dated April 10, 2000 with King
Capital Corporation, Kenneth Sherwood, Pamela Sherwood, Richard Bennett, Laverne
Bennett, John Roebuck, Marilyn Roebuck, Duncan Hopp, Cherie Hopp, David Davies
and Thomas Campbell (the "Vendors") which agreement provided for the purchase by
the Registrant of all of the issued and outstanding shares of CSV Technologies
Inc. in exchange for 13.25 million common shares of the Registrant. Subsequently
the Registrant, the Vendors and King Capital Corporation entered into a
Settlement Agreement (the "Settlement Agreement") dated June 19, 2000, under
which the Share Purchase Agreement was declared null and void and of no effect.
The Settlement Agreement further required the Vendors to transfer to King
Capital Corporation all of the issued and outstanding shares of CSV Technologies
Inc. and the Registrant to issue share purchase warrants effective April 14,
2001 to counsel for the Vendors, Malcolm G. McMicken, in trust, to purchase an
aggregate of 1,100,000 common shares of the Registrant. The share purchase
warrants expired unexercised on April 16, 2004 at an exercise price of $0.50 per
share.


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.


Mineral Properties


As of December 31, 2005 all of the Registrant's mineral properties have been
abandoned.


                                       7
<PAGE>

No equity financings occurred during fiscal 2005 or 2004. During 2005 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 three
most recent fiscal periods ended December 31, 2005 should be read in conjunction
with the consolidated financial statements of the Registrant and related notes
included herein. The Registrant's operating currency is the Canadian dollar. The
consolidated financial statements of the Company are prepared in U.S. dollars 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 its 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.


In accordance with U. S. GAAP 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 consolidated financial
statements represent costs incurred to date, less write-downs, and are not
intended to reflect present or future values. The following section includes a
discussion of the accounting principles for resource properties in accordance
with U.S. GAAP.


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:
- For 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, 2005 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 has a 27.66%




                                       8
<PAGE>

 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 material 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.


The Registrant currently does not have sufficient working capital to support any
business operations.


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, 2005 Compared to The Year Ended December 31, 2004
and prior years


Other Items. The Registrant generated no material income for the year ended
December 31, 2005, 2004, 2003 and 2002 compared with $8,125 in other income for
the year ended December 31, 2001. The Registrant incurred a loss of $42,682 on
the sale of marketable securities during the year ended December 31, 2002,
compared to a $61,409 gain on the sale of marketable securities for year ended
December 31, 2001. The most significant change in other items was the receipt of
a cash distribution of $179,483 from the General Partnership during the year
ended December 31, 2003 and write-down of $15,292 in 2004 ($40,326 in 2003) due
from a related party. The other income for the year ended December 31, 2005
consisted of interest income of $nil compared with interest income of $nil for
the year ended December 31, 2004.


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.


Operating expenses consist of management compensation, mineral property costs,
rent, professional fees, telephone, travel and other general corporate expenses.
Operating expenses were $45,150 for 2005 and $89,711 for 2004 compared to
$120,384 for the year ended December 31, 2003. The Registrant paid substantially
less for operating activities due to the reduced operations of the Registrant
during the years ended December 31, 2005 and 2004.


Professional and consulting fees were approximately $6,000 for the year ended
December 31, 2005 compared with $20,000 for the year ended December 31, 2004 and
$82,256 for the year ended December 31, 2003. The decrease was substantially due
to the reduced operations of the Registrant.


There were no payroll expenses relating to general and administrative activities
for the year ended December 31, 2005, 2004 or 2003. There was $23,220 accrued as
management fees in 2005 compared with $24,900 in management fees for the year
ended December 31, 2004 and $18,800 for the year ended December 31, 2003. Office
and maintenance charges were $1,457 for 2005 compared with $3,948 for the year
ended December 31, 2004 and $3,948 for the year ended December 31, 2003
reflecting the decreased activity of the Registrant. Investor relations expenses
were $nil for the years ended December 31, 2005 and 2004 compared with $24,712
for the year ended December 31, 2003.


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.


Write-off of mineral property: The Registrant had no write-offs of mineral
properties during the years ended December 31, 2005, 2004 or 2003 compared to
$62,793 during the year ended December 31, 2002 when the Registrant abandoned
its remaining mineral properties.


Stock based compensation cost: The Registrant incurred $nil non-cash stock based
compensation charges for the years ended December 31, 2005, 2004 and 2003.

                                       9
<PAGE>


5.B            Liquidity and Capital Resources


As of December 31, 2005 the Registrant's cash position was $nil (2004: $998)
 and its working capital was a deficit of
$137,310 at December 31, 2005 (2004: $90,339 deficiency).


Since inception the Registrant has financed its operations mainly from capital
contributions. However, during the year ended December 31, 2002, the Registrant
received net proceeds of $31,542 from the sale of marketable securities (at a
loss of $42,682) and net proceeds of $29,506 from the sale of common stock.


Net cash provided by operating activities was $823 for the year ended December
31, 2005. This compares with net cash provided by operating activities of $5,246
for the year ended December 31, 2004.


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.


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, 2005.

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.


                                       10
<PAGE>

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 and Municipality of
              Residence                      Position with Registrant       Age
                                             Former President, Secretary,
Clair S.R. Calvert, Winnipeg, Manitoba       Director  (2)                   52
Christopher Dean, Palma de Mallorca, Spain   President, Director  (1)        42
Nicholas Alexander, Boca Raton, Florida      Secretary, Director  (1)        21



(1) Appointed President or Secretary, and Director on March 11, 2006.
(2) Clair Calvert was not re elected as an officer or director at the Company's
2005 annual general meeting March 11, 2006.

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
for consulting work; 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:


Clair S.R. Calvert, Former President, Secretary and Director


Clair S.R.  Calvert  has served as  President,  Secretary  and  Director  of the
Registrant since November 2004, and Vice-President of Corporate  Development and
a director of the  Registrant  since  January 15, 2001.  Mr.  Calvert has been a
self-employed consultant since January 1996. From June 1989 to December 1995 Mr.
Calvert was a stockbroker with Yorkton Securities Inc. Mr. Calvert was appointed
Secretary and Chief  Financial  Officer on June 18, 2003. Mr. Calvert was not re
appointed  as a  director  or officer of the  Company  at the  Company's  annual
general meeting for 2005.

                                       11
<PAGE>

Christopher Dean, President and Director

Mr. Dean currently resides in Palma de Mallorca, Spain and in the United
Kingdom. Mr. Dean and his family have a long history in construction,
development and supplying building materials in both the UK and Spain. The
family companies were dedicated to the high-end housing market in all of
England, with a focus on the real estate market in London due to the large
volume of high quality stone that they produced. Mr. Dean handled the financial
affairs of his family's businesses. He joins the company as Secretary and
Treasurer and will see to the Company's achieving milestones necessary for
continued growth.

Nicholas Alexander, Secretary and Director


Mr. Alexander has experience in real estate, corporate structuring and in
corporate management. Mr. Alexander successfully started his own real estate
company, Realty Excellence. Mr. Alexander also is president of his own
investment company, Alexander Capital Corporation.


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, 2005 the aggregate cash compensation
paid by the Registrant to all individuals who were directors in all capacities
as a group was $nil. The Company accrued as payable $12,900 to Mr. Calvert in
compensation for his services during 2005.


The table below discloses information with respect to executive compensation
paid by the Registrant to its directors for the fiscal years ended December 31,
2005, 2004 and 2003. The following table sets forth, for the periods indicated,
the compensation of the directors.


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        Year         Annual Compensation
Position         (3)                                                Long Term.
                                                                    Compensation
                                                        Other        Securities
                                                        Annual       Under
                                                       Compen-       Options/
                            Salary ($)   Bonus ($)     sation ($)    SARs (4
                                                                     granted (#)
Ronald W.         2005        Nil           Nil           Nil           Nil
Noble (1)         2004        Nil           Nil           Nil           Nil
                  2003        9,800         Nil           Nil           0

William N.        2005        Nil                         Nil           Nil
Gardiner (2)(6)   2004        Nil           Nil           Nil           Nil


                                       12
<PAGE>

                  2003        9,000         Nil           Nil           Nil
                                            Nil
Clair Calvert     2005        Nil           Nil           $12,900       Nil
                  2004        Nil           Nil           $18,690       Nil
                  2003        Nil           Nil           Nil           Nil
Christopher Dean  2005        Nil           Nil           Nil           Nil
Nicholas          2005        Nil           Nil           Nil           Nil
Alexander




                        Long term Compensation
                   Awards               Payouts
                Restricted
                Shares or
                Restricted
                Share                   LTIP (5)       All other
                Units                   Payouts        Compensation
                   (4)                    ($)             ($)




Ronald W.          Nil                    Nil            Nil
Noble (1)          Nil                    Nil            Nil
                   Nil                    Nil            Nil

William N.         Nil                    Nil            Nil
Gardiner (2)(6)    Nil                    Nil            Nil
                   Nil                    NIL           56,556

Clair Calvert      Nil                    Nil            Nil
                   Nil                    Nil            Nil
                   Nil                    Nil            Nil
Christopher Dean   Nil                    Nil            NIL
Nicholas           Nil                    Nil            Nil
Alexander







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

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, 2005 to
December 31, 2005) (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

Clair Calvert: $12,900 accrued as payable for management services.


                                       13
<PAGE>

No funds were set aside or accrued by the Registrant or its subsidiaries during
the year ended December 31, 2005 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 $23,220 was accrued as payable to officers from January 1, 2005
through December 31, 2005 for management fees. No amounts have been set aside or
accrued by the Registrant during fiscal 2005 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 Company loaned $81,000 to a company controlled by a former director of the
Company, Mr. Gardiner, during a prior year without appropriate board of director
approval. In July 2003 the Company filed a legal claim against this company to
recover the full amount of the loan. Pursuant to a court order and garnishee
action the Company received $25,382 subsequent to December 31, 2003. The company
controlled by the former director was then placed into receivership. The Company
expected to receive approximately $15,292 from the bankruptcy trustee but did
not and has accordingly wrote down the account by $40,326 at December 31, 2003
and wrote off the $15,292 balance in 2004.


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.


The Articles of the Registrant presently provide that the Board of Directors
shall consist of not less than three 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.


                                       14
<PAGE>

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, 2005 the Registrant had
no full 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 June 30, 2006 are set
forth below:


                                                Securities beneficially owned,
                                                directly or indirectly or over
                                                 which direction or control is
      Name                                                exercised
There are no outstanding options, warrants or
other rights to purchase securities                            -

Percent of Issued and
Outstanding Share
Capital (1)

        -

  (1) 15,789,619, shares were issued and outstanding as of July 10, 2006.

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


                                       15
<PAGE>


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, 2005 the shareholders of the Company rescinded the issuance of
50,000,000 shares of common stock issued for the acquisition of the European
rights to a film library. 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 July 10, 2006 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 Class   Identity of Person or Group   Shares Owned  Percentage of Class
Common Shares    CDS - Canadian Depository (1)  12,041,733*     76.26%
                 Toronto, Ontario, Canada

*As at July 10, 2006

      (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 person or group of persons 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,
2005 (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.


During the year ended December 31, 2005 the Registrant has entered into the
following related party transactions:


The sum of $12,900 was accrued as payable to the President of the Company.


During the year ended December 31, 2005 the Company accrued as payable $10,320
in fees to an officer (the Registrant's sole employee/consultant) of the Company
for services and rent.


As of December 31, 2005 no amounts are due from related parties. At December 31,
2005 the Company owes $32,250 to a director of the Company and owes $13,760 to
an officer/consultant of the Company. These amounts are convertible to shares of
common stock of the Company at $0.01 per share. 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.


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.


ITEM 8.             FINANCIAL INFORMATION


8.A            Consolidated Statements and Other Financial Information


Consolidated 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)    Consolidated Balance Sheets as of December 31, 2005;
(b)    Consolidated Statements of Operations and Deficit for each of the
years ended December 31, 2005 and 2004 and for the
       period from commencement of the development stage January 1, 2000
to December 31, 2005;
(c)    Consolidated Statements of Cash Flows for each of the years ended
 December 31, 2005 and 2004 and for the period from
       commencement of the development stage January 1, 2000 to
 December 31, 2005;
(d)    Consolidated Statement of Changes in Stockholder's Equity for the period
       from commencement of the development stage January 1, 2000 to December
       31, 2005; and
(e)    Notes to the consolidated financial statements.

The Registrant is not involved and has not been involved in the recent past 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, 2005 other than the abandonment of all mineral
properties.


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.



                                       16
<PAGE>



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.


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.


                                       17
<PAGE>

       (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:


4. The rights of holders of common shares may not be modified other than by vote
of 3/4 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.


                                       18
<PAGE>

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, 2005 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, 2005 the
Company's shareholders rescinded the issuance of 50,000,000 shares of common
stock for the acquisition of the European rights to a film library and
terminated the transaction.

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,



                                       19
<PAGE>

 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.

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



                                       20
<PAGE>

 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.

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.


                                       21
<PAGE>


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.


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.



                                       22
<PAGE>


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.


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.


                                       23
<PAGE>

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.


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



                                       24
<PAGE>


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 Chief Executive Officer and Chief Financial Officer have 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 2005 the Registrant had only one
consultant/employee. 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.


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.


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:

                                                2005                2004
                                                ----                ----
Type of Services Rendered                     Fiscal Year         Fiscal Year
-------------------------                     -----------         -----------
(a) Audit Fees                                 $6,000.00           $6,975.00
(b) Audit-Related Fees incurred
and accrued (e.g. review of Form 20-F)       Included above      Included above
(c) Tax Fees                                       Nil                 Nil
(d) All Other Fees                                 Nil                 Nil



                                       25
<PAGE>


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 July 15, 2006
Consolidated Balance Sheet as of December 31, 2005;
Consolidated Statements of Operations and Deficit for each of the years ended
December 31, 2005 and 2004 and for the period from commencement of the
development stage January 1, 2000 to December 31, 2005; Consolidated Statements
of Cash Flows for each of the years ended December 31, 2005 and 2004 and for the
period from commencement of the development stage January 1, 2000 to December
31, 2005; Consolidated Statement of Changes in Stockholder's Equity for the
period from commencement of the development stage January 1, 2000 to December
31, 2005; and Notes to the consolidated financial statements.

ITEM 18.             FINANCIAL STATEMENTS


See Item 17


ITEM 19.             EXHIBITS

                                                                   Page # in
      Exhibit                                                      Sequential
      Number                                                        Numbering
                                          Description                System
      1.1(1)        Memorandum and Articles of Incorporation of the
Registrant, as amended                         N/A
      1.2(1)        Certificate of Registration of an Extra-territorial
Company - Northwest Territories            N/A

      4.1(1) Contracts of Mining Exploration and of Promise of Assignment of
      Rights, dated November N/A 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 N/A 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 N/A 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.



                                       26
<PAGE>

      4.4(1)        Joint Venture and Subscription Agreement, dated March
19, 1999, between International          N/A
                    Capri Resources, S.A. de C.V., the Registrant, Arngre
 Inc., Zacualpan Minerals, LLC,
                    and Alan Stier
      4.5(1)        Contract of Assignment of Rights, dated December 11,
1998, between Polo Y Ron                  N/A
                    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            N/A
                    Inc.
      4.7(1)        Property Option Agreement, dated April 14, 1999, between
the Registrant and TNK                N/A
                    Resources Inc.
      4.8(1)        Management Services Agreement, dated July 1, 1994,
 between the Registrant and Alan P.          N/A
                    Stier
      4.9(1)        Amendment to Management Services Agreement, dated
November 1, 1996, between the                N/A
                    Registrant and Caral Enterprises
      4.10(1) Amendment Agreement between Mr. Felix Gomez Garcia and
      International Capri Resources, N/A S.A. De C.V. dated July 7, 1999,
      related to El Quinto II and El Cometa Navideno.
      4.11(1) Amendment Agreement between Mr. Hector Esquivel Esparza and
      International Capri N/A Resources, S.A. De C.V. dated July 7, 1999,
      related to El Volado and La Cadena.
      4.12(1)       Amendment Agreement between Mr. Felix Gomez Garcia and
International Capri Resources,          N/A
                    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,           N/A
                    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                 N/A
                    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,           N/A
                    S.A. De C.V. dated February 3, 2000, related to
 Los Compadres.
      4.16(4)       Option Plan                                      N/A
      4.17(5)       Asset Purchase Agreement between Cyber Station
of Victoria Ltd. and International               N/A
                    Capri Resources Ltd., dated April 11, 2000.
      4.18(5)       Consulting Agreement between Yellow Pearl, Inc.
and International Capri Resources               N/A
                    Ltd., dated May 16, 2000.
      4.19(5)       Assignment of Right To Purchase Agreement between
 King Capital Corporation and                  N/A
                    International Capri Resources Ltd., dated April 7, 2000.
      4.20(5)       Settlement Agreement between King Capital
Corporation, Kenneth Sherwood, Pamela                 N/A
                    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                N/A
                    Resources Ltd., dated June 19, 2000.
      4.22(6)       Option Agreement between Dover Investments Limited
and Apiva.com Web Corporation,               N/A
                    dated September 5, 2001.
      4.23(1)       Certificate of Consent of Alex Burton, P. Eng., P. Geo.  N/A
      4.24(1)       Certificate of Consent of Juan Jose Cabuto Vidria,
 Mining Engineer                              N/A
       12.1         Certification pursuant to Section 302 of the S
arbanes-Oxley Act of 2002 (Clair Calvert)
       ----         -----------------------------------------------------------


                                       27
<PAGE>

                                    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 Yorkshire, England as of June 30, 2006.


APIVA VENTURES LIMITED
Per:


/s/ Christopher Dean
---------------------------------------------------------------
Christopher Dean, President

/s/ Nicholas Alexander
---------------------------------------------------------------
Nicholas Alexander, Secretary



                                       28
<PAGE>


MADSEN & ASSOCIATES, CPA's Inc.
    684 East Vine Street, Suite 3, Murray, Utah 84107
-------------------------------
Certified Public Accountants and Business Consultants
  Telephone 801 268-2632    Fax 801-262-3978

Apiva Ventures Limited,
Board of Directors

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Apiva Ventures Limited
(development stage company) at December 31, 2005 and the related statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 2005 and 2004. 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. 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, 2005, and the results of operations, and cash flows for the years
ended December 31, 2005 and 2004 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.

s/Madsen & Associates, CPA's
Inc. Salt Lake City, Utah

July 15, 2006

<PAGE>



                             APIVA VENTURES LIMITED
                          (Development Stage Company)
                                 BALANCE SHEET
                               December 31, 2005


ASSETS
CURRENT ASSETS

Cash                                          $            -



Total Assets                                         $     -


LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES

Accrued expenses - related parties              $     45,236
Accounts payable                                      92,074

Total Current Liabilities                            137,310
                                                    -------

STOCKHOLDERS' DEFICIT

Common stock
100,000,000 shares authorized at no par value
15,789,619 shares issued and outstanding           9,792,001
Additional paid-in
capital                                              811,239
Accumulated comprehensive loss
foreign exchange adjustments                         (39,796)
Accumulated deficit                              (10,700,754)

Total Stockholders' Deficit                         (137,310)


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


<PAGE>









                                 APIVA VENTURES
                                    LIMITED
                          (Development Stage Company)
                            STATEMENT OF OPERATIONS
         For the Years Ended December 31, 2005 and 2004 and the Period
 January 1, 2000 (Date of Inception of Development Stage) to December 31, 2005








                                                               January 31
                                                                  2000
                                December 31     December 31   December 31
                                    2005             2004         2005
                                    ----------------------------------


REVENUES                            $   -         $    -  $           -

EXPENSES

Administration                     45,150         74,419      2,046,534
Amortization                            -         15,292         67,333

NET LOSS - before
other income and expenses         (45,150)       (89,711)    (2,113,867)

OTHER INCOME AND EXPENSES

Interest income                         -              -         21,988
Income distribution
from partnership                        -            (79)       179,404
Gain (loss) on sale
and disposal of assets                  -          8,142       (956,940)



NET PROFIT (LOSS)                 (45,150)       (81,648)    (2,869,415)

COMPREHENSIVE GAIN (L0SS)
Foreign exchange adjustment        (1,821)        (5,260)       170,070
                                   -----          -----        -------

NET COMPREHENSIVE LOSS        $   (46,971)   $   (86,908)   $(2,699,345)
                                    ======       =======      =========


NET LOSS PER COMMON SHARE

Basic and diluted             $      (.00)   $      (.01)
                                ---------    -----------

AVERAGE OUTSTANDING
SHARES (stated in 1,000's)

Basic                              15,790         15,790
                                  ------         ------
Diluted                            20,314         17,992
                                  ------         ------


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


<PAGE>








APIVA VENTURES LIMITED
(Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period January 1, 2000 (Date of Commencement of Development Stage)
 to December 31, 2005





                            Common Stock              Additional
                                                        Paid in
                           Shares          Amount       Capital

Balance January 1, 2000     13,078,619   $8,164,643   $  113,279

Issuance of stock
for private placement        1,041,000    1,276,835            -
Issuance of stock
for exercise of options      1,307,000      213,288            -
Issuance of stock
options to consultants               -            -      290,919
Net operating loss
for the year ended
December 31, 2000                    -            -            -
Foreign exchange
rate adjustment                      -            -            -

Balance December 31, 2000   15,426,619    9,654,766      786,044

Issuance of stock for
exercise of options             50,000        8,787            -

Issuance of stock for
mineral properties             200,000      109,396            -

Stock options issued
to consultants                       -            -       25,195
Net operating loss
for the year ended
December 31, 2001                    -            -            -
Foreign exchange rate
adjustment                           -            -            -


Balance December 31, 2001   15,676,619    9,772,949      811,239

Net operating loss for
the year ended
December 31, 2002                    -            -            -

Foreign exchange
rate adjustment                      -            -            -

Balance December 31, 2002   15,789,619    9,792,001      811,239

Net operating profit
for the year ended
December 31, 2003                    -            -            -
Foreign exchange
rate adjustment                      -            -            -



Balance December 31, 2003   15,789,619    9,792,001      811,239

Net operating loss
for the year ended
December 31, 2004                    -            -            -
Foreign exchange
rate adjustment                      -            -            -

Balance December 31, 2004   15,789,619    9,792,001      811,239

Net operating loss
for the year ended
December 31, 2005                    -            -            -
Foreign exchange
rate adjustment                      -            -            -

Balance December 31, 2005    15,789,619  $   9,792,001 $     811,239























                               Accumulated      Accumulated
                                Deficit         Comprehensive
                                                  Losses
Balance January 1, 2000     $ (7,831,339)   $   (209,866)

Issuance of stock
for private placement                  -               -
Issuance of stock
for exercise of options                -               -
Stock based
compensation                           -               -
Issuance of stock
options to consultants                 -               -
Net operating loss
for the year ended
December 31, 2000             (2,163,889)              -
Foreign exchange
rate adjustment                        -          25,836

Balance December 31, 2000     (9,995,228)       (184,030)

Issuance of stock
for exercise of options                -               -
Issuance of stock
for mineral properties                 -               -
Stock options issued
to consultants                         -               -
Net operating loss
for the year ended
December 31, 2001               (418,623)              -
Foreign exchange
rate adjustment                        -               -         151,073
Balance December 31, 2001    (10,413,851)        (32,957)

Issuance of stock
for exercise of options                -               -
Net operating loss
for the year ended
December 31, 2002               (179,005)              -
Foreign exchange
rate adjustment                        -          (7,639)
Balance December 31, 2002    (10,592,856)        (40,596)

Net operating profit
for the year ended
December 31, 2003                 18,900               -
Foreign exchange
rate adjustment                        -           7,881
Balance December 31, 2003    (10,573,956)        (32,715)

Net operating loss
for the year ended
December 31, 2004                (81,648)              -
Foreign exchange
rate adjustment                        -          (5,260)
Balance December 31, 2004    (10,655,604)        (37,975)

Net operating loss
for the year ended
December 31, 2005                (45,150)              -
Foreign exchange
rate adjustment                        -          (1,821)
Balance December 31, 2005   $(10,700,754)   $    (39,796)







<PAGE>


The accompanying notes are an integral part of these financial statements
APIVA VENTURES LIMITED
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2005 and 2004 and the Period
January 1, 2000 (Date of Commencement of Development Stage) to December 31, 2005


                                                                    Jan 1, 2000
                                                                         to
                                   Dec 31, 2005    Dec 31, 2004     Dec 31, 2005
CASH FLOWS FROM
OPERATING ACTIVITIES

Net profit (loss)                 $   (45,150)   $   (81,648)   $(2,869,415)
Adjustments to
reconcile net loss to
net cash provided
by operating activities:

Stock options and
stock based compensation                    -              -        697,960
Amortization                                -              -         11,715
Net losses on sale
and disposal of assets                      -              -        956,940
Valuation adjustment
of account receivable                       -              -         55,618
Change in receivables                       -         47,789              -
Change in prepaid expense                   -          1,251              -
Change in accounts payable             45,973         37,854       (540,850)
                                                      ------         -----------

Net Change in Cash
From Operations                           823          5,246     (1,688,032)
                            ---         -----      --------- -            -    -

CASH FLOWS FROM INVESTING
ACTIVITIES                                  -              -              -
                                                     -------       -------------

CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance
of capital stock                            -              -      1,517,962
                                                   ---------      --------------

EXCHANGE RATE ADJUSTMENT               (1,821)        (5,260)       170,070
                                                       -----          ----------

Net Increase (Decrease) in Cash          (998)           (14)             -

Cash at Beginning of Period               998          1,012              -
                                                         ---        ------------

Cash at End of Period         $             -    $       998        $     -
                                                                     ===========

SCHEDULE OF NONCASH
OPERATING ACTIVITIES
Stock options and stock
based compensation: 2000 - 2001   $   697,960


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


<PAGE>


APIVA VENTURES LIMITED
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2005


1. ORGANIZATION

The Company was incorporated under the laws of British Columbia, Canada on June
20, 1980. Since its incorporation 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 anti dilutive
and then only the basic per share amounts are shown in the report.

Financial Instruments
The carrying amounts of financial instruments consisting of accounts payable are
considered by management to be their estimated fair values due to the short term
duration of these instruments.

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.
<PAGE>

APIVA VENTURES LIMITED
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2005


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial and Concentrations Risk
The Company does not have any concentration or related financial credit risk.

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, 2005 the net operating loss available for carry forward for
Canadian and United States purposes has not been determined, 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 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 quarterly exchange rates prevailing
during the year. Resulting translation adjustments are included in "Accumulated
Comprehensive losses."

Stock-Based Compensation
                 SFAS No. 123 "Accounting for Stock-Based Compensation"
                 establishes accounting and reporting standards for stock-based
                 employee compensation plans. As permitted by SFAS No. 123, the
                 Company accounts for such arrangements under the intrinsic
                 value method as provided in APB Opinion No. 25 "Accounting for
                 Stock Issued to Employees" and related interpretations.

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.


<PAGE>


APIVA VENTURES LIMITED
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2005


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.  INVESTMENT IN PARTNERSHIP

During the year 2002 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
involved in the petroleum and natural gas industry. Its assets consist primarily
of royal rights on petroleum and natural gas wells and related processing plants
and facilities located in Alberta, Canada. The Company has a 27.66% interest in
the General Partnership and has received $179,483 in income distribution during
2003. Any further distributions are doubtful. The partnership interest is being
carried on the books of the Company with no value.

 4.  STOCK OPTIONS

The Company established a stock option plan to provide for the issuance of
options to directors, officers, employees and consultants of the Company to
purchase shares of common stock of the Company. Stock options are issuable at
the discretion of the Board of Directors to acquire up to 10% of the issued and
outstanding common shares of the Company, are exercisable for a period of up to
10 years after the issuance of the option and vest at the discretion of the
Board of Directors.

On December 31, 2005 there were no incentive stock options outstanding.

5.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

The Company accrued as payable the following amounts to related parties:
Management fees of $23,220 during 2005 and $18,690 during 2004 to a director and
an officer of the Company. The Company has accrued fees payable on December 31,
2005 to a director and an officer in the amount of $45,236. 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.

6.  GOING CONCERN

The Company will need additional working capital for any 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.
<PAGE>