ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

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

                                                           FORM 20-F/A


                                   (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,
                                              2004


                                       OR

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


                        Commission file 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, 2004: 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

<PAGE>

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>





                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                    FORM 20-FA
                                TABLE OF CONTENTS

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                       2
                 ----- -------------------------------                       -
                 3.C   Reasons for the Offer and Use of Proceeds             2
                 ----- -----------------------------------------             -
                 3.D   Risk Factors                                          3
                 ----- ------------                                          -
        ITEM 4.  INFORMATION ON THE COMPANY                                  6
        -------  --------------------------                                  -
                 4.A   History and Development of the Company                6
                 ---   --------------------------------------                -
                 4.B   Business Overview                                     7
                 ---   -----------------                                     -
                 4.C   Organizational Structure                              9
                 ---   ------------------------                              -
                 4.D   Property, Plants and Equipment                        9
                 ---   ------------------------------                        -
        ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS                9
        ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                  13
                 6.A   Directors and Senior Management                       13
                 ---   -------------------------------                       --
                 6.B   Compensation                                          14
                 ---   ------------                                          --
                 6.C   Board Practices                                       16
                 ---   ---------------                                       --
                 6.D   Employees                                             17
                 ---   ---------                                             --
                 6.E   Share Ownership                                       17
                 ---   ---------------                                       --
        ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS           18
        -------  -------------------------------------------------           --
                 7.A   Major Shareholders                                    18
                 ----  ------------------                                    --
                 7.B   Related Party Transactions                            18
                 ---   --------------------------                            --
                 7.C   Interests of Experts and Counsel                      19
                 ---   --------------------------------                      --
      ITEM 8.  FINANCIAL INFORMATION                                         19
        -------  ---------------------                                       --
                 8.A   Consolidated Statements and Other Financial
                       Information                                           19
                 ---   --------------------------------------------          --
                 8.B   Significant Changes                                   19
                 ---   -------------------                                   --
        ITEM 9.  THE OFFER AND LISTING                                       20
        -------  ---------------------                                       --
                 9.A   Offer and Listing Details                             20
                 ---   -------------------------                             --
                 9.B   Plan of Distribution                                  20
                 ---   --------------------                                  --
                 9.C   Markets                                               20
                 ---   -------                                               --
                 9.D   Selling Shareholders                                  20
                 ---   --------------------                                  --
                 9.E   Dilution                                              20
                 ---   --------                                              --
                 9.F   Expenses of the Issue                                 20
                 ---   ---------------------                                 --
        ITEM 10. ADDITIONAL INFORMATION                                      21
        -------- ----------------------                                      --
                 10.A  Share Capital                                         21
                 ----  -------------                                         --
                 10.B  Memorandum and Articles of Association                21
                 ----  --------------------------------------                --
                 10.C  Material Contracts                                    23
                 ----  ------------------                                    --
                 10.D  Exchange Controls                                     23
                 ----  -----------------                                     --
<PAGE>



                 10.E  Taxation                                              23
                 ----  ----------                                            --
                 10.F  Dividends and Paying Agents                           28
                 ----  ---------------------------                           --
                 10.G  Statement by Experts                                  28
                 ----  --------------------                                  --
                 10.H  Documents on Display                                  28
                 ----- --------------------                                  --
                 10.I  Subsidiary Information                                28
                 ----  ----------------------                                --
        ITEM
        11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 28
        -----    ----------------------------------------------------------  --
        ITEM
        12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 29
        -----    ------------------------------------------------------      --
PART
II                                                                           29
        ITEM
        13.      DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES             29
        ITEM
        14.      MATERIAL MODIFICATIONS TO THE RIGHTS SECURITY HOLDERS AND USE
                 OF PROCEEDS 29
        -----    --------------------------------------------------------    --
        ITEM
        15. CONTROLS AND PROCEDURES 29
        -----    -------------------------                                   --
        ITEM
        16.      AUDIT COMMITTEE FINANCIAL EXPERT, CODE OF ETHICS AND PRINCIPAL
                 ACCOUNTANT FEES AND SERVICES 29
        -----    -------------------------------------------------------     --
                 16.A  Audit Committee Financial Expert                      29
                 ----  --------------------------------                      --
                 16.B  Code of Ethics                                        30
                 ----  --------------                                        --
                 16.C  Principal Accountant Fees and Services                30
                 ----  --------------------------------------                --
                 16.D  Exemptions from the Listing Standards
                       for Audit Committees                                  30
                 ----  -------------------------------------------           --
                 16.E  Purchases of Equity Securities by the Issuer
                       and Affiliated Purchasers                             30
                 ----  -------------------------------------------           --
PART
III                                                                          31
        ITEM
        17.      FINANCIAL STATEMENTS                                        31
        -----    --------------------                                        --
        ITEM
        18. FINANCIAL STATEMENTS 31
        -----    --------------------                                        --
        ITEM
        19. EXHIBITS 31



For ease of reference, the following conversion factors are provided:

1 mile        = 1.609 kilometres       2,204 pounds              = 1 tonne
1 yard        = 0.9144 meter           2,000 pounds/1 short ton  = 0.907 tonne
1 acre        = 0.405 hectare          1 troy ounce              = 31.103 grams

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.


<PAGE>


                                     PART I


ITEM 1.             IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS


This Form 20-F is being 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 being 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 five years ended
December 31, 2004 and as of December 31, 2003 2002, 2001, 2000, and 1999 (stated
in Canadian dollars) has been derived from Apiva's audited consolidated
financial statements prepared in accordance with Canadian generally accepted
accounting principles ("Canadian GAAP" or "CAD GAAP"). A reconciliation of
certain material variations in the financial information from that which would
be provided if the financial statements were prepared in conformity with United
States generally accepted accounting principles ("U.S. GAAP") is provided in
Item 8 and in Note 14 to the audited Consolidated Financial Statements for the
year ended December 31, 2004 included in Item 17.

                                   Year Ended
                                   December 31
                           (in United States Dollars)
                             2004                  2003                 2002
Other Income                          $  -             $179,610            $98
General &                          100,294              160,710        140,448
Administrative
Expenses
Net Income (Loss)                 (92,152)               18,900       (181,370)
Exchange rate                                              .714            .637
Net Income (Loss)                   (0.01)                0.01           (0.02))
per Share
Working Capital                  (116,175)             (46,673)        (21,405)
(Deficiency)
Total Assets                        17,228               46,185        159,540
Total Liabilities                  117,173               49,351         22,864
Shareholders'                     (99,945)              (3,166)        136,676
Equity (Deficit)
Long-term                              ---                  ---           ----
Obligations
Outstanding Shares              15,789,619           15,789,619     15,789,619
Issued
Fully Diluted                   15,789,619           18,143,619     18,143,619
Number of Shares






                                                     2001                  2000
Other Income                                 $      5,249          $     16,502
General &                                         289,939               789,525
Administrative
Expenses
Net Income (Loss)                                (246,603)           (1,882,576)
Exchange rate                                        .646                  .673
Net Income (Loss)                                   (0.02)                (0.19)
per Share
Working Capital                              $    128,827          $    417,026
(Deficiency)
Total Assets                                      144,322               513,708
Total Liabilities                                  12,994                14,734
Shareholders'                                     131,328               498,974
Equity (Deficit)
Long-term                                            ----                  ----
Obligations
Outstanding Shares                             15,676,619            15,426,619
Issued
Fully Diluted                                  16,614,119            14,385,619
Number of Shares


                                       1
<PAGE>



The Registrant has paid no dividends on its shares 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, 2005, the Bank of Canada closing rate for the conversion of one
United States dollar into Canadian dollars was CAD$ 1.2254.


The following table reflects the monthly high and low exchange rates for
U.S.$1.00 to the Canadian dollar for the following periods.


   FOR EACH OF THE PAST SIX MONTHS (CDN$ PER US$1.00)
                                 MONTHLY CLOSING
December 2004                                                           1.2020
January 2005                                                            1.2412
February 2005                                                           1.2335
March 2005                                                              1.2096
April 2005                                                              1.2585
May 2005                                                                1.2552

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

Year                                                Rate
1999                                                1.4857
2000                                                1.4854
2001                                                1.5489
2002                                                1.5703
2003                                                1.4015
2004                                                1.2752

3.B            Capitalization and Indebtedness


This Form 20-F is being filed as an annual report under the Exchange Act, and
accordingly, the information called for in this Item 3.B is not required.


3.C            Reasons for the Offer and Use of Proceeds.


This Form 20-F is being filed as an annual report under the Exchange Act, and
accordingly, the information called for in Item 3.C is not required.


                                       2
<PAGE>

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 mining properties in the
fourth quarter of 2002. As a result, the Registrant currently has no active
business operations and does not anticipate it will 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, including acquisition of interests in mineral exploration
properties. The Registrant, however, has no current arrangements to acquire or
implement such opportunities and there can be no assurance that the Registrant
will 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, WHICH
MAKE 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, excluding net income of $18,900 in 2003
and net losses of $92,152 in 2004, $181,370 in 2002, $246,603 in 2001 and
$1,882,576 in 2000 (fiscal years). The Registrant has not earned any material or
consistent revenue and has not become profitable. The Registrant is in the
process of evaluating possible business opportunities; however, it 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 be profitable on a quarterly or annual basis.
In addition, if the Registrant plans to acquire an operating business entity or
exploration properties, its operating expenses will increase significantly, and
the Registrant may require additional financing to pursue such opportunities.


THE REGISTRANT'S ABILITY TO PURSUE NEW BUSINESS OPPORTUNITIES MAY DEPEND ON ITS
ABILITY SECURING ADDITIONAL OPERATING CAPITAL.


As of December 31, 2004, the Registrant had a working capital deficit of
approximately $116,175 and cash and cash equivalents of $ 998. In order to
pursue additional business opportunities, the Registrant will be required to
raise additional financing. The Registrant currently has no arrangements to
acquire or implement any business opportunities and the amount of additional
 capital required to be raised by the Registrant is uncertain. The Registrant
anticipates raising additional capital through sales of equity and/or 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.


SUBSTANTIAL DOUBT ABOUT THE REGISTRANT'S ABILITY TO CONTINUE AS A GOING CONCERN.


In their independent auditor's report by Madsen & Associates, CPA's, Inc. , the
Registrant's auditors, 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 assure you
that it will acquire a commercially viable business opportunity or additional
financing required to capitalize on such opportunity will be available on
acceptable terms. 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 the Registrant's ability to continue
as a going concern.


THE REGISTRANT IS SUBJECT TO RISKS AS IT PURSUES BUSINESS OPPORTUNITIES THROUGH
ACQUISITIONS AND STRATEGIC ALLIANCES.

                                       3
<PAGE>


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; underestimating the
exploration potential of such properties and obtaining financing to meet the
Registrant's obligations in connection with 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 expenditures made by the Registrant on any potential mineral or
oil and gas properties will result in discoveries of commercial quantities. The
Registrant has not successfully developed any mineral or oil and gas properties
or defined any commercially viable mineral or oil and gas deposits on any of its
previous properties.


If the Registrant's possible future exploration programs successfully identify
commercially viable mineral or oil and gas deposits on its 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 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, area
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
which are unknown to the Registrant at present which have been caused by
previous or existing owners or operators of the properties.


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, 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, however, to act honestly and in good faith with a view to the
best interests of the Registrant and its shareholders and to disclose


                                       4
<PAGE>

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 the approval of such a participation or such terms.


All of the Registrant's current officers devote, on average, at least 10 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 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.


THE REGISTRANT RESERVED 1,254,000 COMMON SHARES FOR FUTURE ISSUANCE, WHICH HAVE
BBEN CANCELLED UNILATERALLY BY THE COMPANY.


As of June 30, 2004, the Registrant had reserved 1,254,000 common shares for
issuance on the exercise of incentive stock options. The Company unilaterally
cancelled the options as the recipients are no longer associated with the
Company and failed to exercise their options within the prescribed time limits.


THE REGISTRANT IS A FOREIGN CORPORATION AND MOST OF ITS DIRECTORS AND OFFICERS
ARE OUTSIDE OF THE UNITED STATES, WHICH MAY MAKE ENFORCEMENT OF CIVIL
LIABILITIES DIFFICULT.


The Registrant is incorporated under the laws of the Canada. A majority of the
Registrant's directors and officers are residents of Canada, and substantially
all of the Registrant's assets are 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 2004,
WHICH MAY HAVE A MATERIAL EFFECT ON U.S. HOLDERS.


The Registrant believes it was a "passive foreign investment company" ("PFIC")
during 2004, which may have a material effect on US Holders. Certain United
States income tax legislation contains rules governing Prices which can have
significant tax effects on US Holders of foreign corporations. A US Holder who
holds stock in a foreign corporation during any year in

                                       5
<PAGE>

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 brokers-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 market price of the Registrant's
shares over the last four quarters ended December 31, 2004 ranged between US
..0433 (low) and US .065(high) and the Registrant's shares are deemed penny stock
for the purposes of the Exchange Act. The additional sales practice and
disclosure requirements imposed upon brokers-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, potentially, meet additional requirements which have not, at this time,
been 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 may remain cease traded in the
Province of British Columbia. Shareholders of the Registrant should seek advice
from their own legal counsel to determine what effect, if any, the cease trade
order will have on a shareholders ability to transfer or sell their shares, or
to acquire further shares, and on the value of securities of the Registrant and
the likelihood of additional jurisdictions, including the U.S., imposing similar
orders against the Registrant.

ITEM 4.              INFORMATION ON THE COMPANY

4.A             History and Development of the Company


(Unless the context otherwise requires, all references to the "Registrant" or
the "Company" or "Apiva" refer to Apiva Ventures Limited. and/or its
subsidiaries. All monetary figures are in stated in terms of Canadian dollars
unless otherwise indicated.)


Incorporation and Reporting Status


The name of the Registrant is "Apiva Ventures Limited"


                                       6
<PAGE>

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. The Registrant's common shares are
listed on the NASD Over The Counter/Bulletin Board.


Current Business Address


The Registrant's head office is located at:


16-6350 48A Avenue
Delta, BC 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.


Introduction


See Item 4.B


Early Developments

See Item 4.B.

4.B            Business Overview


General Development of Business of the Registrant - Past Three Fiscal Years


Further information and details regarding Apiva's properties are provided in
Items 4.A and 4.D.


The Registrant is in the business of identifying and reviewing opportunities in
the technology industry and in mineral, oil and gas exploration. During the year
ended December 31, 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 which it may identify or any properties of
merit in the mineral or oil and gas industries which 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.


                                       7
<PAGE>

The Company loaned $115,834 to a company controlled by a former director of the
Company during 2003 without appropriate board of directors 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 $29,899 during 2004. The company controlled by the former director was
then placed into receivership. The Company expects to receive a further $16,230
from the bankruptcy trustee and accordingly, wrote down the balance by $55,000
at December 31, 2004.


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.


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 the 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. Subsequent to that year-end, the
Company received a cash distribution of Cdn$244,794 from the General Partnership
and no further material cash flows are expected to be received.


In July 2002 the Registrant announced that Patrick McGrath had resigned as an
officer and director of the Company.


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 US $125,000 in cash and
issue 715,000 shares of the Company's common stock. The Company has paid US
$40,000 to date. In October 2002 the Registrant decided not to exercise its
option in the Mongolian Exploration program with Bell and withdrew from the
project and wrote off option payments totalling Cdn$62,793 (US$40,000).


In March 2002 the Registrant announced that its agreement to acquire a 10%
working interest in the East Wadi concession, as previously announced on
September 5, 2001, had been terminated. Also, Alan Stier resigned as a director
of the Company effective January 10, 2003.


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 US $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 US $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 rights,
title and interest in technology assets from Cyber Station of Victoria Ltd. for
US $550,000 pursuant to an Asset Purchase Agreement. The Registrant subsequently
determined that it was not feasible to commercialize the technology and wrote
off all cost associated with the acquisition. The Registrant developed systems
and business processes around the acquired technologies and began sales and
marketing efforts. The viability of the project, however, was unsuccessful and
as 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 and Pamela Sherwood, Richard
Bennett and Laverne Bennett, John Roebuck and Marilyn Roebuck, Duncan Hopp and
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.


                                       8
<PAGE>

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 are exercisable on or before April 16, 2004 at an exercise price per
share of US $0.50 per share.


Over the past three years, the Registrant has 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, 2004, all of the Registrant's mineral properties have been
abandoned.


No equity financings occurred in the first quarter of fiscal 2004.


In 2001, 2002, 2003 and 2004, Apiva implemented proactive cost-cutting measures
by laying off its geological and administrative support staff and continuing its
action against Mr. Gardiner for the return of funds from an unauthorized loan.

4.C            Organizational Structure

The Registrant has no subsidiaries and is not a subsidiary of any entity.


4.D            Property, Plants and Equipment


The Registrant has no material tangible fixed assets. There are no current firm
plans to acquire any property, plants and 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, 2004 should be read in conjunction
with the consolidated financial statements of the Registrant and related notes
included herein. The Registrant's financial statements are stated in Canadian
dollars and are prepared in accordance with Canadian GAAP. Reference is made to
Note 14 of the consolidated financial statements of the Registrant included
herein for discussion of the material differences between Canadian GAAP and U.S.
GAAP and their effect on the Registrant's financial statements.

Critical Accounting Policies:

For the Registrant's activities, there is no production, sales or inventory in
the conventional sense. The recoverability of costs capitalized to mineral
properties and the Registrant 's future financial success will be dependent upon
the extent to which it can discover mineralization 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 United States of America GAAP, all costs related to
investments in resource properties are capitalized on a property-by-property
basis. 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

                                       9
<PAGE>


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 Canadian GAAP. Accounting practices under Canadian GAAP and U.S.
GAAP, as they affect the Registrant, are substantially the same, except for the
following:


- Under U.S. GAAP, marketable securities considered trading securities would be
recorded at market value with any unrealized gains being recorded in operations.


- U.S. GAAP requires that long-lived assets be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. In performing the review for recoverability, the
Registrant is to estimate the future cash flows expected to result from the use
of the asset and its eventual disposition. If the sum of the expected future
cash flows (undiscounted and without interest charges) is less than the carrying
amount of the asset, an impairment loss is recognized. SEC staff has indicated
that their interpretation of U.S. GAAP requires resource property exploration
costs to be expensed as incurred until commercially mineable deposits are
determined to exist within a particular property as cash flows cannot be
reasonably estimated prior to such determination. Accordingly, for all periods
presented, the Registrant has expensed all resource property exploration costs
for U.S. GAAP purposes.


- For Canadian GAAP, cash flows relating to resource property exploration costs
are reported as investing activities. For U.S. GAAP, these costs would be
characterized as operating activities.


Further details are provided in Note 1 of the audited consolidated financial
statements for the year ended December 31, 2004.

5.A            Operating Results

As of December 31, 2004, the Registrant abandoned all mineral properties. The
Registrant currently has no business operations and has not generated any
material revenues to December 31, 2004, 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 the 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. Subsequent to year-end, the Company
received a cash distribution of $244,794 from the General Partnership and no
further material cash flows are expected to be received in the near future.


The Registrant does not anticipate having 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 are primarily conducted in Canadian dollars and its
financial results are expressed in United States dollar equivalent . The
Registrant does not currently engage in foreign currency hedging and its
operations are subject to foreign currency fluctuations, and 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.


                                       10
<PAGE>




For The Year Ended December 31, 2004 Compared to The Year Ended December 31,
 2003.


Other Items. The Registrant generated no material income for the year ended
December 31, 2004, 2003 and 2002 compared with $8,125 in other income for the
year ended December 31, 2001, for a decrease of approximately $8,000. 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 $40,326 due from a related party. The other income for the year ended
December 31, 2004 consisted of interest income of $nil compared with interest
income of $98 for the year ended December 31, 2003 and $127 interest income for
the year ended December 31, 2002.


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 $nil for 2004 and $164,190 for the year ended December
31, 2003, compared with $220,484 for the year ended December 31, 2002. The
Registrant paid substantially less for operating activities due to the reduced
operations of the Registrant during the year ended December 31, 2004 and 2003.
Operating expenses have consisted of management compensation, mineral property
costs, rent, professional fees, telephone, travel and other general corporate
expenses.


Professional and consulting fees were approximately $20,000 for the year ended
December 31, 2004, compared with $82,256 for the year ended December 31, 2003,
for an increase of $8,319. 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, 2004 or 2003. There was $30,000 in management
fees for the year ended December 31, 2004, compared with $18,800 for the year
ended December 31, 2003. Office and maintenance charges were $3,948 for the year
ended December 31, 2003, compared with $3,948 for the year ended December 31,
2003 reflecting the decreased activity of the Registrant. Investor relations
expenses were $nil for the year ended December 31, 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 year ended December 31, 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 did not incur any non-cash stock
based compensation charges for the years ended December 31, 2004 or 2003.





5.B            Liquidity and Capital Resources


As of December 31, 2004, the Registrant's cash position was $998 and its working
capital was a deficit was $116,175.


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.


                                       11
<PAGE>

Net cash provided by operating activities was $117,142 for the year ended
December 31, 2003, including net income of $25,778. This compares with net cash
used in operating activities of $14 for the year ended December 31, 2004
including a net loss of $92,152 for the year 2004.


The Registrant has no operating business and cannot 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,
investments opportunity, or entered into a strategic alliance with as yet
unidentified operating companies in the technology or resource industries. There
can be no assurance, however, 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 is currently using space in an office owned by one of the
Registrant's directors in Delta, British Columbia for administrative purposes at
a cost of $500 per month. This arrangement is on a month-to-month basis.


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
external sources of liquidity and intends to finance future acquisition or
business operations by issuing debt or equity securities. To a large degree,
therefore, the operations of the Registrant are largely 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 and Development, Patents and Licenses, etc.


The Registrant does not currently carry out research and development activities.


5.D            Trend Information

The Registrant currently has no active business operations that would be
effected by recent trends in productions, sales, etc. 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 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, 2004..

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.


                                       12
<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
                                             (1) and (2)
Clair S.R. Calvert, Winnipeg, Manitoba  President, Secretary, Director     51
                   (1)   Member of the audit committee.


                   (2)  Appointed President, Secretary, and Director on November
                        1, 2004.


As of December 31, 2004, Clair Calvert is the sole officer and director.


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
is an Audit Committee. The Audit Committee of the Registrant's Board of
Directors consisted of Clair Calvert, Fred E. Wilson and Ronald W. Noble as of


June 30, 2004. This 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 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 are parties 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, President, Secretary and Director

                                       13
<PAGE>


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 stock broker with Yorkton Securities Inc. Mr. Calvert was
appointed Secretary and Chief Financial Officer on June 18, 2003.


Mr. Calvert is not currently associated with any other public companies.


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 period ended December 31, 2004, the aggregate cash
compensation incurred by the Registrant to all individuals who were directors in
all capacities as a group was $30,000 including the disclosed unauthorized loan
to Gardiner.


The table below discloses information with respect to executive compensation
paid by the Registrant to its directors for the fiscal years ended December 31,
2003, 2002 and 2001. 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:

                              Annual Compensation      Long Term Compensation
                                                                          Awards
                                                          Securities  Restricted
                                                          Under       Shared or
                                                Other     Options/    Restricted
Name and                                        Annual    SARS (4     Share
Principal     Year                              Compen-   granted     Units
Position       (3)        Salary($)  Bonus($)   sation($)   (#)          ($)

Ronald W.      2003       9,800       Nil        Nil         0           Nil
Noble(1)       2002       Nil         Nil        Nil         0           Nil
               2001       Nil         Nil        Nil         125,000     Nil
William N.     2003       9,000                  Nil         Nil         Nil
Gardiner,      2002       Nil         Nil        Nil         Nil         Nil
President and  2001       Nil         Nil        Nil         75,000      Nil
Chief                                 Nil
Executive
Officer
(2)(6)
Clair Calvert 2004        Nil         Nil       $30,000      Nil         Nil



                    Payouts
                     LTIP(5)      All Other
                    payouts       Compensation
                      ($)               ($)

Ronald W.              Nil        Nil
Noble(1)               Nil        Nil
                       Nil        Nil
William N.             Nil        Nil
Gardiner,              Nil        Nil
President and          Nil        Nil
Chief
Executive
Officer
(2)(6)
Clair CAlvert         Nil         Nil

                                       14
<PAGE>



Notes: (1)   Mr. Noble was appointed as the President of the Company on June
 17, 2003


       (2)   Mr. Gardiner was appointed Chief Executive Officer of the Company
             in July 2000 and resigned as President, Chief Executive Officer and
             a director on June 17, 2003 due to an unauthorized loan not
             approved by the Board of Directors. Upon his resignation, his
             incentive stock option agreement with the Company was cancelled.

       (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.

Termination of Employment, Change in Responsibilities and Employment Contracts


Cancellation of Stock Options.


As of December 15, 2004, all stock options granted at $0.17 per share were
canceled. These stock options were granted to former officers, directors and
employees who have all resigned. The remaining officer and director, Clair
Calvert voluntarily surrendered his stock option as a gesture of goodwill.


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) in excess of $50,000
at any time for any reason whatsoever, including the purchase of securities of
the Company.

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. The remaining office and director, Clair Calvert voluntarily canceled
his stock option as a gesture of goodwill. No incentive stock options were
granted to the Named Executive Officer during the most recently completed
financial year (January 1, 2004 to December 31, 2004) (the "Financial Period").


No incentive stock options were exercised by the Named Executive Officer during
the Financial Period.


Pension Plan

The Registrant does not have any pension plan arrangements in place.

Compensation of Directors

During the Financial Period, no 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

                                       15
<PAGE>

(b) as consultants or experts


No funds were set aside or accrued by the Registrant or its subsidiaries during
the year ended December 31, 2004 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 $30,000 was paid to officers from January 1, 2004 through December
31, 2004 for management fees. No amounts have been set aside or accrued by the
Registrant during fiscal 2004 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 US $60,000 per year per executive officer.


No director or executive officer of the Registrant received other compensation
in excess of the lesser of US $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 US $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 USD$81,000 to a company controlled by a former director of
the Company, Mr. Gardiner, during a prior year without appropriate board of
directors 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 $24,444 subsequent to December 31, 2003.
The company controlled by the former director was then placed into receivership.
The Company expects to receive approximately $16,230 from the bankruptcy trustee
and has accordingly, written down the remaining balance by $40,326 at December
31, 2003.


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 other than its audit committee,
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.

                                       16
<PAGE>


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 complement of
four individuals 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.


At present, the only Committee established by the Board is the Audit Committee
(discussed below). 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 Canadian 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.
Objectives for the President and for other members of senior management are
identified on an annual basis.


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. The


There are no Director's service contracts which provide benefits upon the
termination of employment. Set forth below were the names of the members of the
Registrant's audit committee on December 31, 2004:


               Clair S. R. Calvert


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 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 head office in
Vancouver, British Columbia, Canada. As of December 31, 2004, the Registrant had
no full time employees, other than the President.




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, 2004 unless
otherwise stated, are set forth below:


Name                   Securities benefically owned      Percent of issued and


                                       17
<PAGE>

                       directly or indirectly or over    Outstanding shares
                       which direction or control is      Capital (1)
                       exercised

Clair S.R. Calvert                      0                              0



       * Less than 1%.

       (1)                15,789,619, shares were issued and outstanding as
                          of December 31, 2004.


All stock options issued to former officers, directors and employees have been
canceled as of December 15, 2004. Clair Calvert also canceled his stock options
as of December 15, 2004.

ITEM 7.             MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


7.A            Major Shareholders


To the best of the Registrant's knowledge, the Registrant is not directly or
indirectly owned or controlled by another company or by any foreign government
or by any other natural or legal person(s) severally or jointly. There are no
arrangements, known to the Registrant, the operation of which may at a
subsequent date result in a change in its control.


As at December 31, 2004, 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 June 30, 2005

      (1)    Owners of record only. CDS is a clearing agency through which
             Canadian brokers and dealers hold their securities. The Registrant
             believes that all of these shares are held by the registered holder
             in a fiduciary, trustee, or nominee capacity. The idenities of the
             beneficial owners of such shares are not known to the Registrant.
             The Registrant is not aware of any person or group of persons which
             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,
2004 (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.


                                       18
<PAGE>

During the period since the beginning of the Registrant's preceding three
financial years up to the date hereof, the Registrant has entered into the
following related party transactions:


The sum of $NIL was paid with respect to rent between January 2004 through
December 2004.



The Registrant is currently using space in an office owned by the Registrant's
sole employee and/or consultant in Coquitlam, British Columbia, Canada, for
administrative purposes at a cost of $500 per month. This arrangement is on a
month-to-month basis.


     As of June 30, 2005, no amounts are due from related parties.


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, 2004 and 2003;


(b) Consolidated Statements of Operations and Deficit for each of the years nded
December 31, 2004, 2003, and 2002;


(c) Consolidated Statements of Cash Flows for each of the years ended December
31, 2004, 2003, and 2002; and


(d) 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

                                       19
<PAGE>

There has been no significant change in the financial condition of the
Registrant since December 31, 2004, other than the Registrant abandoned all
mineral properties.


ITEM 9.            THE OFFER AND LISTING


9.A            Offer and Listing Details


This Form 20-F is being 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 were listed on the Over-The Counter Bulletin
Board in the United States of America. The Common shares of the Registrant
commenced trading on the United States OTC Bulletin Board on February 11, 2000.
The following table sets out the price history of the Registrant's Common Shares
for the year 2004.




                                                      High (US$)     Low (US$)
January 2004                                            0.09               0.03
February 2004                                           0.09               0.07
March 2004                                              0.07               0.06
April 2004                                              0.07               0.05
May 2004                                                0.05               0.04
June 2004                                               0.02           $   0.01

These over the counter quotations reflect inter-dealer prices, without retail
mark-up, markdown or commission and may not necessarily represent actual
transactions. The closing price of the Registrant's common shares on the OTCBB.
The Registrant's common shares are quoted under the symbol "APVLF" on the OTCBB.


9.B            Plan of Distribution


This Form 20-F is being filed as an annual report under the Exchange Act and
does not relate to a new offer of securities, and accordingly, the information
called for is not required.


9.C            Markets


See Item 9.A


9.D            Selling Shareholders


This Form 20-F is being 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 being 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

                                       20
<PAGE>

This Form 20-F is being 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 being 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. By Special Resolution filed with the Registrar on July 7,
1995, the Registrant's authorized capital was increased to 100,000,000 common
shares without par value.


The Registrant's Memorandum and Articles do not provide for any specific objects
or purposes.

2. Set forth below is a summary of provisions contained in the Registrant's
 Articles with respect to:


       (a) Director's power to vote on a proposal, arrangement or contract in
which the director is materially interested:
                   None.

       (b) Directors' power, in the absence of an independent quorum, to vote
 compensation to themselves or any members of
             their body:
                   None.

       (c) Borrowing powers exercisable by the directors and how such borrowing
powers can be varied:
                   None.

       (d) Retirement or non-retirement of directors under an age limit
 requirement:
                   The directors are not required to retire upon reaching a
specific age.

       (e)         Number of shares, if any, required for director's
                   qualification: A director is not required to hold any shares
                   of the
Registrant.

3. All common shares of the Registrant rank equally as to dividends, voting
powers and participation in assets and in all other respects. Each share carries
one vote per share at meetings of the shareholders of the Registrant.


                                       21
<PAGE>

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. In certain circumstances,
a shareholders' meeting can be called by the Supreme Court of British Columbia.


6. There are no limitations on the rights to own securities.


7. There are no provisions in the Registrant's Articles that would have an
effect on delaying, deferring or preventing a change of capital.


8. There are no by-law provisions governing the ownership threshold above which
shareholder ownership must be disclosed.


9. The law of British Columbia, Canada, relating to Items 2-8 is not
significantly different from the law of the United States.


10. There are no conditions in the Memorandum and Articles governing changes in
capital that are more stringent than is required by law.


                                       22
<PAGE>

10.C             Material Contracts


For the two years immediately preceding June 30, 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.

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,


                                       23
<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

                                       24
<PAGE>

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax
with respect to the ownership of common shares of the Company may be entitled,
at the option of the U.S. Holder, to either receive a deduction or a tax credit
for such foreign tax paid or withheld. Generally, it will be more advantageous
to claim a credit because a credit reduces United States federal income taxes on
a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's
income subject to tax. This election is made on a year-by-year basis and applies
to all foreign taxes paid by (or withheld from) the U.S. Holder during that
year. There are significant and complex limitations that apply to the credit
among which is the general limitation that the credit cannot exceed the
proportionate share of the U.S. Holder's United States income tax liability that
the U.S. Holder's foreign source income bears to his or its worldwide taxable
income. In the determination of the application of this limitation, the various
items of income and deduction must be classified into foreign and domestic
sources. Complex rules govern this classification process. In addition, this
limitation is calculated separately with respect to specific classes of income
such as "passive income", "high withholding tax interest," "financial services
income," "shipping income," and certain other classifications of income.
Dividends distributed by the Company will generally constitute "passive income"
or, in the case of certain U.S. Holders, "financial services income" for these
purposes. In addition, U.S. Holders which are corporations that own 10% or more
of the voting stock of the Company may be entitled to an "indirect" foreign tax
credit under Section 902 with respect to the payment of dividends by the Company
under certain circumstances and subject to complex rules and limitations. The
availability of the foreign tax credit and the application of the limitations on
the credit are fact specific, and U.S. Holders of common shares of the Company
should consult their own tax advisors regarding their particular circumstances.

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
which are not corporations, any unused portion of such net capital loss may 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

                                       25
<PAGE>

 may be treated as a
"foreign investment company" as defined in Section 1246 of the Code, causing all
or part of any gain realized by a U.S. Holder selling or exchanging common
shares to be treated as ordinary income rather than capital gain. The Company
does not believe that it currently qualifies as a foreign investment company.
However, there can be no assurance that the Company will not be considered a
foreign investment company for the current or any future taxable year.

Passive Foreign Investment Company

As a foreign corporation with U.S. Holders, the Company could potentially be
treated as a passive foreign investment company ("PFIC"), as defined in Section
1297 of the Code, depending upon the percentage of the Company's income which is
passive, or the percentage of the Company's assets which produce or are held for
the production of passive income. U.S. Holders owning common shares of a PFIC
are subject to the highest rate of tax on ordinary income in effect for the
applicable taxable year and to an interest charge based on the value of deferral
of tax for the period during which the common shares of the PFIC are owned with
respect to certain "excess distributions" on and dispositions of PFIC stock.
However, if the U.S. Holder makes a timely election to treat a PFIC as a
qualified electing fund ("QEF") with respect to such shareholder's interest
therein, the above-described rules generally will not apply. Instead, the
electing U.S. Holder would include annually in his gross income his pro rata
share of the PFIC's ordinary earnings and net capital gain regardless of whether
such income or gain was actually distributed. A U.S. Holder of a QEF can,
however, elect to defer the payment of United States federal income tax on such
income inclusions. Special rules apply to U.S. Holders who own their interests
in a PFIC through intermediate entities or persons. In addition, subject to
certain limitations, U.S. Holders owning, actually or constructively, marketable
(as specifically defined) stock in a PFIC will be permitted to elect to mark
that stock to market annually, rather than be subject to the excess distribution
regime of section 1291 described above. Amounts included in or deducted from
income under this alternative (and actual gains and losses realized upon
disposition, subject to certain limitations) will be treated as ordinary gains
or losses. This alternative will apply to taxable years of U.S. Holders
beginning after 1997 and taxable years of foreign corporations ending with or
within such taxable years of U.S. Holders.


The Company believes that it was not a PFIC for its fiscal year ended December
31, 2003 and does not believe that it will be a PFIC for the fiscal year ending
December 31, 2003. 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.

                                       26
<PAGE>

Certain Canadian Federal Income Tax Considerations

A brief description of certain provisions of the tax treaty between Canada and
the United States is included below, together with a brief outline of certain
taxes, including withholding provisions, to which United States security holders
are subject under existing laws and regulations of Canada. The consequences, if
any, of provincial, state and local taxes are not considered.


The following information is general and security holders should seek the advice
of their own tax advisors, tax counsel or accountants with respect to the
applicability or effect on their own individual circumstances of the matters
referred to herein and of any provincial, state, or local taxes.


The discussion under this heading summarizes the principal Canadian federal
income tax consequences of acquiring, holding and disposing of shares of common
stock of the Registrant for a shareholder of the Registrant who is not a
resident of Canada but is a resident of the United States and who will acquire
and hold shares of common stock of the Registrant as capital property for the
purposes of the Income Tax Act (Canada) (the "Canadian Tax Act"). This summary
does not apply to a shareholder who carries on business in Canada through a
"permanent establishment" situated in Canada or performs independent personal
services in Canada through a fixed base in Canada if the shareholder's holding
in the Registrant is effectively connected with such permanent establishment or
fixed base. This summary is based on the provisions of the Canadian Income Tax
Act and the regulations thereunder 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.

                                       27
<PAGE>


Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax
on taxable capital gains, and may deduct allowable capital losses, realized on a
disposition of "taxable Canadian property". Shares of common stock of the
Registrant will constitute taxable Canadian property of a shareholder at a
particular time if the shareholder used the shares in carrying on business in
Canada, or if at any time in the five years immediately preceding the
disposition 25% or more of the issued shares of any class or series in the
capital stock of the Registrant belonged to one or more persons in a group
comprising the shareholder and persons with whom the shareholder and persons
with whom the shareholder did not deal at arm's length and in certain other
circumstances.


The Convention relieves United States residents from liability for Canadian tax
on capital gains derived on a disposition of shares unless:


(a) the value of the shares is derived principally from "real property" in
Canada, including the right to explore for or exploit natural resources and
rights to amounts computed by reference to production;


(b) the shareholder was resident in Canada for 120 months during any period of
20 consecutive years preceding, and at any time during the 10 years immediately
preceding, the disposition and the shares were owned by him when he or she
ceased to be resident in Canada; or


(c) the shares formed part of the business property of a "permanent
establishment" that the holder has or had in Canada within the 12 months
preceding the disposition.


10.F             Dividends and Paying Agents


This Form 20-F is being 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 being 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, consolidated financial statements for
the year ended December 31, 2003 and subsequent interim financial statements of
the Company may be obtained, upon request, from the Secretary of 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.


                                       28
<PAGE>




ITEM 12.             DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES


This Form 20-F is being 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 SECURITY HOLDERS
AND USE OF PROCEEDS


Not applicable


ITEM 15.             CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Based upon the evaluation of the effectiveness of the disclosure controls and
procedures within 90 days prior to the filing date of this annual report, the
Registrant's 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 significant changes in the Registrant's internal controls or in
other factors that could significantly affect these controls subsequent to the
date the Chief Executive Officer completed his evaluation, nor were there any
significant deficiencies of 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 in its audit committee
due to its relatively small size. In 2004, the Registrant had only one employee
and the Registrant relied upon the services of a chartered accounting firm in
Vancouver, BC, Canada, to prepare its interim unaudited quarterly consolidated
financial statements and to provide review engagements thereto. 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. On these bases, the Registrant believes that the audit committee has
adequate resources available to it when financial expertise and advice are
necessary.



                                       29
<PAGE>




16.B             Code of Ethics


The Registrant has not adopted a formal written code of ethics given its
relatively small size, whereby the Registrant had only one employee in 2002 in
which that employee is the President and a Director of the Registrant, and then
no full time paid employees in 2003 apart from the President.


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 which have been 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:


(Stated in terms of Canadian dollars)

                                                   2004                2003
                                                   ----                ----
Type of Services Rendered                       Fiscal Year         Fiscal Year
-------------------------                       -----------         -----------
                                                    (CAD$) (CAD$)

(a)     Audit Fees                                 $5,000.00          $15,000.00

(b)       Audit-Related Fees incurred and accrued $2,000.00 included in (eg.
          review of Form 20-F) above

(c)       Tax Fees Nil Nil

(d)       All Other Fees Nil Nil

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


                                       30
<PAGE>










                                    PART III


ITEM 17.             FINANCIAL STATEMENTS


The following financial statements and related schedules are included in this
Item:

Financial Statements                                        Page # in Sequential
                                                                Numbering System
1.1         Auditors' report                                                F-1

1.2         Consolidated balance sheets as at December 31, 2004 and F-2 - F-6
            2003 together with the consolidated statements of operations and
            deficit and cash flows for each of the years ended December 31,
            2004, 2003 and 2002

ITEM 18.             FINANCIAL STATEMENTS


Not Applicable


ITEM 19.             EXHIBITS


                                                                       Page # in
    Exhibit                                                    Sequential
     Number                                                    Numbering
                                                                          System
                                                Description
     4.1(1)      Contracts of Mining Exploration and of Promise of Assignment of
                 Rights, N/A dated November 30, 1998, between Hector Esquivel
                 Esparza, acting on his own behalf and in the name and on behalf
                 Leticia Sosa Alvarez de Esquivel, and Polo Y Ron Minerales,
                 S.A. de C.V.
     4.2(1)      Contracts of Mining Exploration and of Promise of Assignment of
                 Rights, N/A dated November 19, 1998, between Felix Gomez
                 Garcia, acting on his own behalf and in the name of Alberta
                 Esthela Gomez Gomez, acting in the name of and on behalf of
                 Romualda Gomez Lopez de Gomez, and Polo Y Ron Minerales, S.A.
                 de C.V.
     4.3(1)      Contracts of Mining Exploration and of Promise of Assignment of
                 Rights, N/A dated November 19, 1998, between Felix Gomez
                 Garcia, acting on his own behalf and in the name of and on
                 behalf of Zenon Flores Damian and on behalf of Romualda Gomez
                 Lopez de Gomez, and Polo Y Ron Minerales, S.A. de C.V.
     4.4(1)      Joint Venture and Subscription Agreement, dated March 19, 1999,
                 between N/A International 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 N/A Ron Minerales, S.A. de C.V. and
                 International Capri Resources, S.A. de C.V.

                                       31
<PAGE>


     4.6(1)      Letter Agreement, dated February 13, 1999, between the
                 Registrant and TNK N/A Resources Inc.
     4.7(1)      Property Option Agreement, dated April 14, 1999, between the
                 Registrant N/A and TNK Resources Inc.
     4.8(1)      Management Services Agreement, dated July 1, 1994, between the
                 Registrant N/A and Alan P. Stier
     4.9(1)      Amendment to Management Services Agreement, dated November 1,
                 1996, N/A between the Registrant and Caral Enterprises
    4.10(1)      Amendment Agreement between Mr. Felix Gomez Garcia and
                 International N/A Capri Resources, 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 N/A Capri 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 N/A Capri Resources, S.A. De C.V. dated July 7,
                 1999, related to Los Compadres.




    Exhibit
     Number                                 Description
    4.13(3)      Amendment Agreement between Mr. Felix Gomez Garcia
                 and International                                       N/A
                 Capri Resources, S.A. De C.V. dated February 3,
                 2000, related to El  Quinto II and El Cometa
                 Navideno.
    4.14(3) Amendment Agreement between Mr. Hector Esquivel Esparza and
    International N/A Capri Resources, S.A. De C.V. dated February 1, 2000,
    related to El Volado and La Cadena.
    4.15(3) Amendment Agreement between Mr. Felix Gomez Garcia and International
    N/A Capri Resources, 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                                    N/A
                 International Capri Resources Ltd., dated
                 April 11, 2000.
    4.18(5)      Consulting Agreement between Yellow Pearl, Inc. and
                 International Capri N/A Resources Ltd., dated May 16, 2000.
    4.19(5)      Assignment of Right To Purchase Agreement between King Capital
                 N/A Corporation and International Capri Resources Ltd., dated
                 April 7, 2000.
    4.20(5)      Settlement Agreement between King Capital Corporation, Kenneth
                 Sherwood, N/A Pamela Sherwood, Richard Bennett, Lavernbe
                 Bennett, John Roebuck, Marilyn Roebuck, Duncan Hopp, Cherie
                 Hopp, David Davies, and Thomas Campbell and International Capri
                 Resources Ltd., dated June 19, 2000.
    4.21(5)      Warrant Agreement between Malcolm G. McMicken, in trust, and
                 N/A International Capri Resources Ltd., dated June 19, 2000.
    4.22(6)      Option Agreement between Dover Investments
                 Limited and Apiva.com Web                              N/A
                 Corporation, 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


                                       32
<PAGE>

      12.1       Certification pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002 (Clair Calvert)


                                    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 Winnipeg, Manitoba, Canada, as of June 30, 2005.


                                             APIVA VENTURES LIMITED
                                      Per:


                                              /s/ Clair Calvert
                                             -------------------

                                             Clair Calvert, President



<PAGE>
MADSEN & ASSOCIATES, CPA's Inc.                        684 East Vine St, Suite 3
-------------------------------
Certified Public Accountants and Business Consultants         Murray, Utah 84107

                                                          Telephone 801 268-2632

                                                                Fax 801-262-3978




Board of Directors
Apiva Ventures Limited
Bellevue,  Washington

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Apiva Ventures Limited
(development stage company) at December 31, 2004, and the related statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 2004 and 2003 and the period January 1, 2000 (date of inception of
development stage) to December 31, 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, 2004, and the results of operations, and cash flows for the years
ended December 31, 2004 and 2003 and the period January 1, 2000 to December 31,
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.


Salt Lake City, Utah
July 15, 2005                                s/Madsen & Associates, CPA's Inc.




<PAGE>

                             APIVA VENTURES LIMITED
                          ( Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2004



ASSETS
CURRENT ASSETS

Cash                                                               $        998
                                                                           ----

Total Current Assets                                                        998
                                                                            ---


LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES

Accrued expenses - related parties                                 $     22,016
Accounts payable                                                         69,321
                                                                         ------

Total Current Liabilities                                                91,337
                                                                        -------

STOCKHOLDERS' DEFICIT

Common stock
50,000,000 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                                            (37,975)
Accumulated deficit                                                 (10,655,604)
                                                                   ------------

Total Stockholders' Deficit                                             (90,339)
                                                                       --------


                                                                   $        998




                 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, 2004 and 2003 and the Period
  January 1, 2000 (Date of Inception of Development Stage) to December 31, 2004


                                                                     Jan 1, 2000
                                        Dec 31          Dec 31       to Dec 31
                                        2004            2003           2004

REVENUES                         $            -    $          -     $        -

EXPENSES

Administration                           74,419         117,837       2,001,384
Amortization                                  -           2,547          11,715

NET LOSS - before other
income and expenses                     (74,419        (120,384)     (2,013,099)

OTHER INCOME AND EXPENSES

Interest income                               -             127          21,988
Income distribution
from partnership                            (79)        179,483         179,404
Gain (loss)on sale
and disposal of assets                    8,142               -        (956,940)
Valuation adjustment
of account receivable                   (15,292)        (40,326)      (55,618))
                                   ------------          ------       ---------

NET PROFIT (LOSS)                       (81,648)         18,900      (2,824,265)

COMPREHENSIVE GAIN (L0SS)
Foreign exchange adjustment              (5,260)          7,881         171,891
                                          -----         -------     -----------

COMPREHENSIVE GAIN (LOSS)           $   (86,908)    $    26,781     $(2,652,375)
                               ================ =============== ===============


NET LOSS PER COMMON SHARE

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

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

Basic                                    15,790          15,790
                                         ------         -------
Diluted                                  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 Inception of Development Stage)
                              to December 31, 2004


                                                Common stock          Additional
                                                Shares      Amount      Paid in
                                                                         capital

Balance January 1, 2000                      13,078,619   $ 8,164,643   $13,279
Issuance of stock for private placement       1,041,000     1,276,835         -
Issuance of stock for exercise of options     1,307,000       213,288         -

Stock based compensation                              -             -    381,846

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

Issuance of stock for exercise of options       113,000        19,052         -
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











                                                                     Accumulated
                                              Accumulated     Comprehensive
                                                Deficit           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)



    The accompanying notes are an integral part of these financial statements
<PAGE>

                             APIVA VENTURES LIMITED
                          ( Development Stage Company)
                             STATEMENT OF CASH FLOWS For the Years Ended
          December 31, 2004 and 2003 and the Period
  January 1, 2000 (Date of Inception of Development Stage) to December 31, 2004



                                        Dec 31      Dec 31      Jan 1 2002 to
                                          2004       2003       Dec 31, 2004
CASH FLOWS FROM
OPERATING ACTIVITIES

Net profit (loss)                $   (81,648)   $    18,900    $(2,824,265)
Adjustments to reconcile
net loss to
net cash provided by
operating activities

Stock options and
stock based compensation                   -              -        697,960
Amortization                               -          2,547         11,715
Net losses on sale
and disposal of assets                     -          1,896        956,940
Valuation adjustment
of account receivable                      -         40,326         55,618
Change in receivables                 47,789          1,133              -
Change in prepaid expense              1,251         (1,251)             -
Change in accounts payable            37,854        (70,420)      (545,695)
                                      ------       --------      ---------

Net Change in Cash
From Operations                        5,246         (6,869)    (1,688,855)
                                 --------------------------  -------------

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

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

EXCHANGE RATE ADJUSTMENT              (5.260)         7,881        171,891
                                       --------------------        -------

Net Increase
(Decrease) in Cash                       (14)         1,012            998

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

Cash at End of Period            $       998    $     1,012    $       998
                                      ======         ======           ====

SCHEDULE OF NONCASH O
PERATING  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, 2004



1. ORGANIZATION

The Company was incorporated under the laws of British Columbia, Canada on June
20, 1980 with authorized common stock of 100,000,000 shares with no par value.

The Company's principal business activity has been the development and
operations of mineral properties. The company abandoned its activity and has
since been inactive. The company has been in the development stage starting
after 1999.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Earnings (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and
then only the basic per share amounts are shown in the report.

Financial Instruments

The carrying amounts of financial instruments, including cash and 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, 2004



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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, 2004, 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."


Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risk.





<PAGE>


                             APIVA VENTURES LIMITED
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 2004



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 Revenue Recognition

Revenue will be recognized on the sale and delivery of a product or the
completion of a service provided.

Advertising and Market Development

The company will expense advertising and market development costs as incurred.

Restatements of prior years reports

Restatements of prior years reports has been included to reflect the effect of
foreign exchange adjustments.

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.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting
pronouncements will have a maeterial 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 the 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 <PAGE>


                             APIVA VENTURES LIMITED
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 2004



Alberta, Canada. The Company has a 27.66% interest in the General Partnership
and has received $179,483 in income distribution during 2003 and any further
distributions are doubtful. The partnership interest is being carried on the
books of the Company with no value.

4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

The Company paid the following amounts to related parties: a) Management fees of
$20,956 during 2004 and $7,185 during 2003 to a director of the Company.
b) Rent of $2,933 during 2003 to a company controlled by a director of the
 Company.
c) Management fees of $17,613 during 2004 and $17,738 during 2003 to a company
 controlled by a director of the Company.
These transactions were in the normal course of operations and were reported at
their fair values. The Company has accrued wages payable on December 31, 2004 to
officer's of $22,016 which can be converted to common capital stock at $.01 per
share, using pre-translation amounts, at the discretion of the officer.


5. GOING CONCERN

The company will need additional working capital for its future planned activity
and to service its debt, which raises substantial doubt about its ability to
continue as a going concern. Continuation of the Company as a going concern is
dependent upon obtaining sufficient working capital to be successful in that
effort. The management of the Company has developed a strategy, which it
believes will accomplish this objective, through additional short term loans,
from its officer's and equity funding, which will enable the Company to operate
for the coming year.





Exhibit 31

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Clair Calvert, President of Apiva Ventures Limited. (the "small business
issuer"), certify that: 1. I have reviewed this Annual Report on Form 20F of the
small business issuer; 2. Based on my knowledge, this Annual Report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the periods covered by
this Annual Report; 3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the small business issuer as of, and for, the periods presented in this
Annual Report; 4. The small business issuer's other certifying officer (s) and I
are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the
small business issuer and have: a) designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared; b) evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in this Annual Report
based on such evaluation; and c) disclosed in this Annual Report any change in
the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the
small business issuer's fourth fiscal quarter in the case of an Annual Report)
that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and 5. the
small business issuer's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the small business issuer's auditors and the audit committee of the small
business issuer's board of directors (or persons performing the equivalent
functions); a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and b) any fraud,
whether or not material, that involves management or other employees who have a
significant role in this small business issuer's internal control over financial
reporting.

Dated: July 15, 2005                     Signature: /s/ Clair Calvert
                                                    President


<PAGE>

<PAGE>


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Apive Ventures Limited. (the
"Registrant") on Form 20F for the year ended December 31, 2004, as filed with
the Securities and Exchange Commission on the date hereof (the Annual Report"),
I, Clair Calvert, President of the Registrant, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that; (1) The Annual Report fully complies with the requirements of
section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and (2) The
information contained in the Annual Report fairly presents, in all material
respects, the financial condition and result of operations of the Registrant.

Dated: July 15, 2005
/s/ Clair Calvert
President



<PAGE>