UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
    Registration statement pursuant to Section 12(b)
or (g) of the Securities Exchange Act of 1934,
OR
    Annual report pursuant to Section 13 or 15(d) of
 the Securities Exchange Act of 1934,
for the fiscal year ended December 31, 2006
OR
?    Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _______________ to _______________

Commission file number: 0-18860

APIVA VENTURES LIMITED
(Exact name of Registrant as specified in its charter)

Province of British Columbia, Canada
(Jurisdiction of incorporation or organization)

#1455-409 Granville Street, Vancouver, BC, Canada V6C 1T2
(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 Registrants
classes of capital or common stock as of the close of the period
covered by the annual report.

December 31, 2006: 15,789,619 common shares without par value
June 30, 2007: 78,789,619 common shares without par value

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

 Yes ?    No ?
Indicate by check mark which financial statement item the registrant
has elected to follow.  Item 17 ?    Item 18 ?

TABLE OF CONTENTS: FORM 20-F

PART I



1

ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
1

ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
1

ITEM 3.
KEY INFORMATION
1


3.A
Selected Financial Data
1


3.B
Capitalization and Indebtedness
3


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


3.D
Risk Factors
3

ITEM 4.
INFORMATION ON THE COMPANY
8


4.A
History and Development of the Company
8


4.B
Business Overview
9


4.C
Organizational Structure
11


4.D
Property, Plant and Equipment
11

ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
11

ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
16


6.A
Directors and Senior Management
16


6.B
Compensation
17


6.C
Board Practices
21


6.D
Employees
22


6.E
Share Ownership
22

ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
23


7.A
Major Shareholders
23


7.B
Related Party Transactions
24


7.C
Interests of Experts and Counsel
25

ITEM 8.
FINANCIAL INFORMATION
25


8.A
Consolidated Statements and Other Financial Information
25


8.B
Significant Changes
26

ITEM 9.
THE OFFER AND LISTING
26


9.A
Offer and Listing Details
26


9.B
Plan of Distribution
27


9.C
Markets
27


9.D
Selling Shareholders
27


9.E
Dilution
27


9.F
Expenses of the Issue
27

ITEM 10.
ADDITIONAL INFORMATION
28


10.A
Share Capital
28


10.B
Memorandum and Articles of Association
28


10.C
Material Contracts
30


10.D
Exchange Controls
30


10.E
Taxation
30


10.F
Dividends and Paying Agents
36


10.G
Statements by Experts
36


10.H
Documents on Display
36


10.I
Subsidiary Information
36

ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
36

ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
36
PART II



37

ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
37

ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
37

ITEM 15.
CONTROLS AND PROCEDURES
37

ITEM 16.
AUDIT COMMITTEE FINANCIAL EXPERT, CODE OF ETHICS AND PRINCIPAL
ACCOUNTANT FEES AND SERVICES
37


16.A
Audit Committee Financial Expert
37


16.B
Code of Ethics
38


16.C
Principal Accountant Fees and Services
38


16.D
Exemptions from the Listing Standards for Audit Committees
39


16.E
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
39
PART III



39

ITEM 17.
FINANCIAL STATEMENTS
39

ITEM 18.
FINANCIAL STATEMENTS
39

ITEM 19.
EXHIBITS
39


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

PART I
ITEM 1.             IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
This Form 20-F is filed as an annual report under the Securities Exchange
Act and accordingly the information called for in Item 1 is not
required.

ITEM 2.             OFFER STATISTICS AND EXPECTED TIMETABLE
This Form 20-F is filed as an annual report under the Securities Exchange
Act and accordingly the information called for in Item 2 is not
required.

ITEM 3.             KEY INFORMATION
3.A            Selected Financial Data
The following financial information with respect to the years ended
December 31, 2006, 2005, 2004, 2003 and 2002 has been derived
from Apiva's audited financial statements prepared in accordance with
accounting principles generally accepted in the United States ("U.S.
GAAP")
  Years Ended December 31
              2006     2005 - restated       2004        2003        2002

Other Income $    -       $    -           $    -      $ 179,610  $     98

Expenses      47,461         66,183          89,711      160,710   140,448

Net Income
(Loss)       (47,461)       (66,183)        (81,648)      18,900  (181,370)

Exchange
rate            0.858          0.857           0.831       0.714     0.637

Net Income (Loss)
per Share       (0.00)        (0.00)          (0.01)         .01     (0.02)

Working Capital
(Deficiency) (143,113)     (137,310)        (90,339)    (46,673)   (21,405)

Total Assets    2,100          -                998      46,185    159,540

Total
Liabilities   145,213       137,310          91,337      49,351     22,864

Shareholders
Equity
(Deficit)    (143,113)     (137,310)        (90,339)     (3,166)  136,676

Long-term Debt
Obligations      -            -                 -            -       -

Issued
Shares     15,789,619     15,789,619       15,789,619   15,789,619  15,789,619

Fully Diluted
Number of
Shares     28,358,000     28,314,000       15,789,619   18,143,619  18,143,619

The Registrant has paid no dividends on its shares of common stock
since incorporation and does not anticipate doing so for the
foreseeable future. The declaration of dividends on the common
shares of the Registrant is within the discretion of the Registrants 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, 2007 the Bank of Canada closing rate for the conversion
of one United States dollar into Canadian dollars was $1.00 USD for
$1.0654 CAD (0.9386)
The following table lists the average exchange rates for $1.00 USD
to the Canadian dollar for the last six years based on the average
month-end exchange rates.



Year 		Rate  		 Year 		Rate
2001           1.5489            2004          1.2752
2002           1.5703            2005          1.1670
2003           1.4015            2006          1.1340

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

3.C            Reasons for the Offer and Use of Proceeds.
This Form 20-F is filed as an annual report under the Securities
Exchange Act and accordingly the information called for in Item 3.C is not
required.

3.D            Risk Factors
The following is a brief discussion of those distinctive or special
characteristics of the Registrant's operations and industry that may have a
material impact on, or constitute risk factors in respect of, the
Registrants future financial performance.
THE REGISTRANT CURRENTLY HAS NO ACTIVE BUSINESS OPERATIONS, WHICH
MAKES IT DIFFICULT TO PREDICT
ITS FUTURE PERFORMANCE.
The Registrant abandoned substantially all of its operations (mining
properties) in the fourth quarter of 2002. As a result, the Registrant
currently has no active business operations and will not generate any
revenues from operations until it can identify and implement a
commercially viable business opportunity. The Registrant is in the
process of evaluating business opportunities, which may include
acquisition of interests in mineral exploration properties. The Registrant
has no current arrangements to acquire or implement such
opportunities and there can be no assurance that the Registrant will
obtain or implement such opportunities on a timely basis, if at all. The
Registrant believes that period-to-period comparisons of financial results
are not necessarily meaningful and should not be relied upon as
an indication of future performance.

THE REGISTRANT HAS NO HISTORY OF REVENUES AND HAS A HISTORY OF LOSSES
 MAKING ITS ABILITY TO
CONTINUE AS A GOING CONCERN QUESTIONABLE.
The Registrant currently has no active business or cash flow from
operations. The Registrant has a history of losses:  $47,461 in 2006;
$66,183 (restated) in 2005; $81,648 in 2004; $181,370 in 2002; $246,603
in 2001 and $1,882,576 in 2000 (fiscal years) and net income of
$18,900 in 2003. The Registrant has not earned any material or
consistent revenue and has not become profitable. The Registrant is in the
process of evaluating possible business opportunities but has no
 arrangements to pursue such opportunities. There can be no assurance that
the Registrant will successfully implement a commercially viable
business opportunity or that the Registrant will become profitable on a
quarterly or annual basis, if at all. In addition, if the Registrant
plans to acquire an operating business entity or resource exploration
property, its operating expenses will increase significantly and the
Registrant will require additional financing to pursue such
opportunities.

THE REGISTRANTS ABILITY TO PURSUE NEW BUSINESS OPPORTUNITIES MAY
DEPEND ON ITS ABILITY TO SECURE
ADDITIONAL OPERATING CAPITAL.
As of December 31, 2006 the Registrant had a working capital deficit
of approximately $143,113 (2005: $137,310) and cash of $2,100
(2005: $nil). In order to pursue additional business opportunities
the Registrant will require financing. The Registrant currently has no
arrangements to acquire or implement any business opportunities and
the amount of additional capital the Registrant may be required to
raise is uncertain. The Registrant anticipates raising additional
capital through sales of equity and/or increasing debt; however, there can
be no assurance that the Registrant will be able to obtain adequate
financing to support its operations. The Registrant's ability to raise
additional financing will be dependent on a number of factors, some
of which are beyond its control, including: the business opportunities
pursued by the Registrant; trends in the economy and equity markets;
the amount of financing required to be raised; and the Registrants
ability to implement the business strategy pursued by the Registrant.

THERE IS SUBSTANTIAL DOUBT ABOUT THE REGISTRANT'S ABILITY TO CONTINUE
AS A GOING CONCERN.
In their independent auditors report the Registrants auditors,
 Madsen & Associates, CPAs Inc., expressed substantial doubt about the
Registrants ability to continue as a going concern due to lack of
working capital and other factors affecting the Registrants business. The
Registrant cannot make assurances that it will acquire a commercially
viable business opportunity or obtain the additional financing
required to capitalize on such opportunity or that financing will be
available on acceptable terms, if at all. (See disclosure regarding
forward looking statements in item 5G). Furthermore, any issuance of
 additional securities may result in dilution to the then existing
shareholders. If adequate funds are not available, the Registrant will
lack sufficient capital to pursue its business plan fully, which will
have a material adverse effect on the Registrant's ability to continue
as a going concern.

THE REGISTRANT IS SUBJECT TO BUSINESS RISKS AS IT PURSUES
 OPPORTUNITIES THROUGH ACQUISITIONS AND
STRATEGIC ALLIANCES.
As part of its business strategy, the Registrant intends to acquire,
 make investments in, and enter into strategic alliances with as yet
unidentified operating companies. Any such future acquisitions,
investments or strategic alliances would involve risks, such as incorrect
assessment of the value, strengths and weaknesses of acquisition
 and investment opportunities and underestimating the exploration
potential of exploration properties. The Registrant may be unable
to obtain the financing necessary to meet it's obligations in connection
with any such acquisition.
There can be no assurance that the Registrant will be able to
finalize any acquisitions or successfully overcome these risks.
 Moreover, the
Registrant cannot be certain that any desired acquisition,
investment or strategic alliance can be made in a timely manner or on terms and
conditions acceptable to the Registrant or that the Registrant
 will be successful in identifying attractive business opportunities. The
Registrant expects that competition for such acquisitions may
be significant. The Registrant may compete with others who have similar
acquisition strategies, many of whom may be larger and have
greater financial and other resources than the Registrant.

EXPLORATION PROGRAMS FOR ANY MINERAL OR OIL AND GAS PROPERTIES
 ACQUIRED ARE INHERENTLY RISKY
AND IT MAY BE DIFFICULT TO OBTAIN THE FINANCING REQUIRED
TO CARRY OUT ANY PROPOSED EXPLORATION
PROGRAMS IN THE FUTURE.
Exploration for minerals or oil and gas is a speculative business
 necessarily involving a high degree of risk. Few properties that are
explored are ultimately developed into producing mines or producing
wells. There is no assurance that any potential costs incurred by the
Registrant on any potential mineral or oil and gas properties will
result in discoveries of commercial quantities. The Registrant has not
successfully developed any mineral or oil and gas properties or
defined any commercially viable mineral or oil and gas deposits on any of
its previous properties.
If the Registrant's possible future exploration programs successfully
identify commercially viable mineral or oil and gas deposits on any
future property, the Registrant will be required to raise additional
financing to develop such property and to place such property into
commercial production.

THE REGISTRANTS POSSIBLE FUTURE PROPERTIES MAY BE SUBJECT TO CURRENT
AND FUTURE ENVIRONMENTAL REGULATIONS WHICH MAY ADVERSELY AFFECT THE
REGISTRANTS ABILITY TO DEVELOP ITS PROPERTIES OR
MAKE SUCH DEVELOPMENT ECONOMICALLY UNFEASIBLE.
In connection with possible future acquisition of properties, the
Registrant may be subject to extensive and changing environmental
legislation, regulation and actions. The Registrant cannot predict
 what environmental legislation, regulation or policy will be enacted or
adopted in the future or how future laws and regulations will be
administered or interpreted. The recent trend in environmental legislation
and regulation generally is toward stricter standards and this
trend is likely to continue in the future. This recent trend includes, without
limitation, laws and regulations relating to air and water quality,
 mine reclamation, waste handling and disposal, the protection of certain
species and the preservation of certain lands. These regulations may
require the acquisition of permits or other authorizations for certain
activities. These laws and regulations may also limit or prohibit
activities on certain lands lying within wetland areas or areas providing for
habitat for certain species or other protected areas. Compliance
with more stringent laws and regulations as well as potentially more
vigorous enforcement policies or stricter interpretation of
 existing laws may necessitate significant capital outlays, may materially
affect  the Registrant's future results of operations and business,
or may cause material changes or delays in the Registrants intended future
activities. There is no assurance that future changes in environmental
regulation, if any, will not adversely affect the Registrants
operations if the Registrant acquires properties in the future.
Environmental hazards may exist on the Registrant's past properties unknown
to the Registrant at present or caused by previous or existing owners
 or operators of the properties for which the Registrant may have some
liability unknown to the Registrant at present.

SOME OF THE DIRECTORS AND OFFICERS OF THE REGISTRANT MAY ALSO SERVE
 AS DIRECTORS AND OFFICERS OF
OTHER COMPANIES, WHICH MAY GIVE RISE TO POTENTIAL CONFLICTS OF INTEREST.
Certain directors and officers of the Registrant are now or may
become officers and/or directors of, or are associated with, other
companies. Such associations may give rise to conflicts of interest
 from time to time. The directors are required by law to act honestly and
in good faith with a view to the best interests of the Registrant
 and its shareholders and to disclose any personal interest which they may
have in any material transaction which is proposed to be entered
into with the Registrant and to abstain from voting as a director for the
approval of any such transaction.
The Registrant's directors and officers may serve as directors or
officers of other companies or have significant shareholdings in other
companies and, to the extent that such other companies may participate
in ventures in which the Registrant may participate, the directors
of the Registrant may have a conflict of interest in negotiating and
concluding terms respecting the extent of such participation. In the
event that such a conflict of interest arises at a meeting of the
Registrants directors, a director who has such a conflict will abstain from
voting for or against such participation or such terms.
All of the Registrants current officers devote on average at least
ten hours per week to the Registrant. While the Registrant believes that
such officers and directors devote adequate time to effectively manage
 the Registrant, there can be no assurance that such other positions
will not negatively impact an officers or directors duties for the
Registrant.

THE LOSS OF KEY MANAGEMENT PERSONNEL MAY ADVERSELY AFFECT THE
 REGISTRANTS BUSINESS AND
RESULTS OF OPERATIONS.
The success of the operations and activities of the Registrant is
dependent to a significant extent on the efforts and abilities of its
management. Investors must be willing to rely to a significant extent
on their discretion and judgment. The Registrant does not maintain
key employee insurance on any of its employees.

THE REGISTRANT HAS NO HISTORY OF DIVIDENDS AND DOES NOT INTEND TO
DECLARE DIVIDENDS IN THE NEAR
FUTURE, WHICH MAY ADVERSELY AFFECT THE VALUE OF ITS COMMON SHARES.
The Registrant has not, since the date of its incorporation, declared
or paid any dividends on its shares of common stock and does not
currently intend to pay dividends. Earnings, if any, will be retained
to finance further growth and development of the business of the
Registrant.

THE REGISTRANT IS A FOREIGN CORPORATION AND MOST OF ITS DIRECTORS AND
OFFICERS RESIDE OUTSIDE OF
THE UNITED STATES, WHICH MAY MAKE ENFORCEMENT OF CIVIL LIABILITIES DIFFICULT.
The Registrant is incorporated under the laws of British Columbia, Canada.
The Registrants directors and officers may be residents of
Canada and substantially all of the Registrant's assets may be
located outside of the United States. Consequently, it may be difficult for
United States investors to effect service of process within the United
States upon those directors or officers who are not residents of the
United States, or to realize in the United States upon judgments of
United States courts predicated upon civil liabilities under the United
States Securities Exchange Act of 1934, as amended. A judgment of a US
court predicated solely upon such civil liabilities would
probably be enforceable in Canada by a Canadian court if the US court
in which the judgment was obtained had jurisdiction, as
determined by the Canadian court, in the matter. There is substantial
 doubt whether an original action could be brought successfully in
Canada against any of such persons or the Registrant predicated solely
 upon such civil liabilities.

THE REGISTRANT BELIEVES IT WAS A PASSIVE FOREIGN INVESTMENT COMPANY
 DURING 2006, WHICH MAY HAVE
A MATERIAL EFFECT ON U.S. SHAREHOLDERS.
The Registrant believes it was a "passive foreign investment
company" ("PFIC") during 2006. This may have a material effect on US
shareholders. Certain United States income tax legislation contains
rules whereby trading prices of the shares can have significant tax
effects on US shareholders of foreign corporations. A US shareholder
who holds stock in a foreign corporation during any year in which
such corporation qualifies as a PFIC is subject to United States federal
income taxation under one of two alternative tax regimes at the
election of each such US Holder. See Taxation - United States
Federal Tax Consequences.

BROKER-DEALERS MAY BE DISCOURAGED FROM EFFECTING TRANSACTIONS
IN THE REGISTRANTS SHARES
BECAUSE THEY ARE CONSIDERED PENNY STOCKS AND ARE SUBJECT TO THE
PENNY STOCK RULES.
Rules 15g-1 through 15g-9 promulgated under the Securities Exchange
 Act impose sales  practice and disclosure requirements on certain
broker-dealers who engage in certain transactions involving "a penny stock".
Subject to certain exceptions, a penny stock generally
includes any non-NASDAQ equity security that has a market price of less than
US$5.00 per share. The additional sales practice and
disclosure requirements imposed upon broker-dealers may discourage
broker-dealers from effecting transactions in our shares, which
could severely limit the market liquidity of the shares and impede the
sale of our shares in the secondary market.
Under the penny stock regulations, a broker-dealer selling penny stock
 to anyone other than an established customer or "accredited
investor," generally, an individual with net worth in excess of
US$1,000,000 or an annual income exceeding US$200,000, or US$300,000
together with his or her spouse, must make a special suitability
determination for the purchaser and must receive the purchasers written
consent to the transaction prior to sale, unless the broker-dealer
or the transaction is otherwise exempt. In addition, the penny stock
regulations require the broker-dealer to deliver, prior to any
 transaction involving a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, unless the broker-dealer
 or the transaction is otherwise exempt. A broker-dealer is also
required to disclose commissions payable to the broker-dealer and
the registered representative and current quotations for the securities.
Finally, a broker-dealer is required to send monthly statements
disclosing recent price information with respect to the penny stock held in a
customer's account and information with respect to the limited
market in penny stocks.

COMPANY CEASE TRADED IN BRITISH COLUMBIA.
The Company is a reporting company in the Province of British
Columbia, Canada. On June 10, 2003 it was cease traded by the British
Columbia Securities Commission ("BCSC") for failure to file its
December 31, 2002 audited financials statements by the required date in
May 2003 and failure to file its quarterly statement for March 31,
 2003. The financial statements were filed on June 18 and 25, 2003
respectively. The cease trade order is still in effect as the BCSC
 has required the Registrant to first show a positive working capital and to
meet additional requirements not yet specified in writing to the
Registrant. A copy of the cease trade order is available at www.bcsc.bc.ca.
The Registrant cannot at this time, and may not be able to, show a
positive working capital or to meet any additional requirements
imposed by the BCSC with the result that it remains cease traded
in the Province of British Columbia. Shareholders of the Registrant
should seek advice from their own legal counsel to determine what
effect, if any, the cease trade order will have on a shareholders ability
to transfer or sell their shares, or to acquire further shares, and
 on the value of securities of the Registrant and the likelihood of
additional jurisdictions, including the U.S., imposing similar orders
against the Registrant.

ITEM 4.              INFORMATION ON THE COMPANY

4.A             History and Development of the Company
(Unless the context otherwise requires, all references to the "Registrant"
or the "Company" or "Apiva" refer to Apiva Ventures Limited.
and/or its subsidiaries. All monetary figures are stated in terms of
 United States dollars unless otherwise indicated.)
Incorporation and Reporting Status
The name of the Registrant is "Apiva Ventures Limited"
The Registrant was incorporated on June 20, 1980 under the name
Cascade Explorations Ltd. by registration of its Memorandum and
Articles of Incorporation under the Company Act (British Columbia).
The Registrant subsequently changed its name to "Capri Resources
Ltd." on May 12, 1983 and to "International Capri Resources Ltd." on
December 24, 1987. Effective July 19, 2000 the Registrant changed
its name to "Apiva.com Web Corporation" and on December 18, 2001 the
Registrant changed its name to "Apiva Ventures Limited".
The Registrant is a reporting issuer in Canada under the Securities
Act (British Columbia) the Securities Act (Alberta) and the Securities
Act (Ontario). The Registrant's common shares commenced trading on
the Vancouver Stock Exchange on July 12, 1983 and were
voluntarily de-listed from the Canadian Venture Exchange (formerly
 the Vancouver Stock Exchange and now known as the TSX Venture
Exchange) on March 2, 2000. Bids for the purchase of and offers for the
sale of the Registrants common shares are now quoted by the
NASD on the Over The Counter Bulletin Board.
Current Business Address

The Registrants head office is located at:
1455  409 Granville Street
Vancouver, British Columbia, Canada V6C 1T2
Telephone: 866.591.8100, Fax: 877.571.9500

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

The principal business of the Registrant has been the identifying
and reviewing of opportunities in the technology area or the search for
properties of merit in the mining or oil and gas industries.

4.B            Business Overview
General Development of Business of the Registrant Past Three Fiscal Years
The Registrant was in the business of identifying and reviewing opportunities
 in the film distribution business, the technology industry and
in mineral and oil and gas exploration. During the years ended December
 31, 2006, 2005 and 2004 the Registrant had no active business
operations other than identifying and reviewing business opportunities.
During the current year the Company has continued to look for acquisitions.
The Registrants future financial performance largely depends
on the success of any opportunities in the technology area it may
identify or any properties of merit in the mineral or oil and gas industries
it may identify and acquire an interest in. The failure to successfully
identify and develop any of its opportunities may have a material
adverse effect on the Registrant's business and results of operations.
During 2005 the Company entered into an acquisition agreement for the
European rights to a film library for which the Company issued
50,000,000 shares of common stock of the Company. Subsequent to
December 31, 2005 the directors of the Company terminated the
acquisition and rescinded the share issuance due to the inability
of the Company to ascertain the various rights to the distribution of the
extensive film library.
In November 2004 the Registrant announced that Ronald W. Noble resigned
as President, Chief Executive Officer and as a director of the
Registrant and that Clair Calvert had been appointed as the President of
the Company. In 2005 Mr. Calvert was not re elected as a director
or President and Christopher Dean was appointed as director and
President of the Company.
During 2003 the Company loaned $81,000 to a company controlled
by a former director of the Company. The loan was made without
appropriate board of directors approval and in July 2003 the
Company filed a legal claim to recover the full amount of the loan. Pursuant
to a court order and garnishee action, the Company received $25,382
during 2004. The company controlled by the former director was
then placed into receivership. During 2003 the Company wrote off
$40,326 and during 2004 wrote off the final balance of $15,292 as
uncollectible.
During the 2002 fiscal year the Company formed a general partnership,
2002 Alberta Oil & Gas Co., (the "General Partnership"), with two
other companies. The General Partnership acquired an interest in 1999
Investment Co. Limited Partnership (the "Limited Partnership").
The Limited Partnership is an Alberta limited partnership involved in
the petroleum and natural gas industry. Its assets consist primarily of
royalties on petroleum and natural gas wells and related processing
plants and facilities located in Alberta. The Company has a 27.66%
interest in the General Partnership. During 2003 the Company received
a cash distribution of $179,483 from the General Partnership. No
further cash flows are expected.
In April and May 2002 the Registrant announced its acquisition of a 37.5%
working interest in approximately 250,000 hectares of mineral
exploration lands in Mongolia through an Option and Joint Venture
Agreement with Bell Coast Capital Corporation ("Bell"), a Canadian
public company. Under terms of the Agreement, the Company was required
to pay Bell up to $125,000 in cash and issue 715,000 shares of
the Companys common stock. The Company paid $40,000 and in October
2002 decided not to exercise its option in the Mongolian
Exploration program with Bell, withdrew from the project and wrote off
the option payments totaling $40,000.
During the year ended December 31, 2001, the Registrant entered into
an Option Agreement (the "Option Agreement") with Dover
Investments Limited ("Dover") to acquire 10% of Dovers working interest
in the East Wadi Araba concession (the "Concession") for the
exploration of oil in the Gulf of Suez, Egypt. Pursuant to the Option
Agreement the Registrant proposed to issue to Dover 5,000,000
shares of its common stock and pay $1,000,000 in cash as total consideration
for 10% of Dover's working interest in the Concession. The
Registrant issued 200,000 shares to Dover on the signing of the
Option Agreement. The closing of the Option Agreement was subject to
certain conditions, including but not limited to, the final approval
of the Egyptian Ministry of Petroleum, the receipt of at least $1,000,000
in financing by the Registrant and a closing date of no later than
February 28, 2002. The Option Agreement did not close by February 28,
2002 and effectively terminated.
During the year ended December 31, 2000, the Registrant acquired
certain interests in technology and assets from Cyber Station of
Victoria Ltd. for $550,000 pursuant to an Asset Purchase Agreement
The Registrant developed systems and business processes around the
acquired technologies and began sales and marketing efforts. The
Registrant subsequently determined that it was not feasible to
commercialize the technology and all costs associated with the
project were written off during the year ended December 31, 2000.
Prior to December 31, 2000 the Registrant had acquired a number
of mineral properties in Canada and elsewhere all of which were written
off as of December 31, 2002.
Mineral Properties
As of December 31, 2006 all of the Registrants projects and resource
properties have been abandoned.
No equity financings occurred during fiscal 2006, 2005 or 2004.
During 2006 Apiva continued to implement proactive cost-cutting
measures in minimizing its administrative structure.

4.C            Organizational Structure
The Registrant has no subsidiaries and is not a subsidiary of any entity.

4.D            Property, Plant and Equipment
The Registrant has no material tangible fixed assets. There are no current
 firm plans to acquire any property, plant or equipment.

ITEM 5.            OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Managements discussion and analysis in this Item 5 are intended to
provide the reader with a review of factors that affected the
Registrants 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, 2006 should be read in conjunction
with the financial statements of the Registrant and related notes
included herein. The Registrants operating currency has been the
Canadian dollar. The consolidated financial statements of the Company
are prepared in U.S. dollars and in accordance with U.S. GAAP.
Critical Accounting Policies
For the Registrant's past activities there has been no production,
sales or inventory in the conventional sense. The recoverability of costs
capitalized to mineral properties and the Registrants future financial
 success depends upon the extent to which it can discover
mineralization on properties, if any, and the economic viability of
developing such properties. Such development may take years to
complete and the amount of resulting income, if any, is difficult to
 determine with any certainty. Many of the key factors are outside of the
Registrant's control. The sales value of any mineralization discovered
by the Registrant is largely dependent upon factors beyond the
Registrants control such as the market value of the metals produced.
All costs related to investments in resource properties are expensed
on a property-by-property basis until there are proven reserves. Such
costs include mineral property acquisition costs and exploration and
development expenditures, net of any recoveries. The costs related to
a property from which there is production together with the costs of
mining equipment will be amortized using the unit-of-production
method. When there is little prospect of further work on a property
being carried out by the Registrant or its partners or when a property is
abandoned or when the capitalized costs are not considered to be .
economically recoverable, the related property costs are written down to
the amount recoverable. The amounts for resource properties as shown
in the Registrants financial statements represent costs incurred to
date, less write-downs, and are not intended to reflect present or future
values. Canadian and United States Generally Accepted Accounting Principles:
The audited consolidated financial statements of the Registrant are
prepared in accordance with U.S. GAAP. Accounting practices under
Canadian GAAP and U.S. GAAP, as they affect the Registrant, are
substantially the same, except for the following:
Canadian GAAP cash flows relating to resource property exploration costs
would be reported as investing activities. For U.S. GAAP these
costs are characterized as operating activities.

5.A            Operating Results

In prior years the Registrant abandoned all of its mineral property
interests. The Registrant currently has no business operations and has
not generated any material revenues to December 31, 2006 other than
as follows: During the 2002 fiscal year, the Company formed a
general partnership, 2002 Alberta Oil & Gas Co., (the "General
Partnership"), with two other companies. The General Partnership
acquired an interest in 1999 Investment Co. Limited Partnership
 (the "Limited Partnership"), an Alberta limited partnership involved in the
petroleum and natural gas industry. Its assets consist primarily
 of royalties on petroleum and natural gas wells and related processing
plants and facilities located in Alberta. The Company has a 27.66%
interest in the General Partnership. In 2003 the Company received a
cash distribution of $179,483 from the General Partnership. The
Company does not expect to receive further cash flows.
The Registrant does not anticipate revenues in the near future.
Should the Registrant acquire, make investments in, or enter into strategic
alliances in the future, the Registrant would seek to raise additional
funds through either a private debt or equity offering.
The Registrant currently does not have sufficient working capital
to support any business operations.
The Registrant denominates its financial statements in U.S. dollars
 and reports in U.S. dollars. The Registrant's operations have been
primarily conducted in Canadian dollars. The Registrant does not
 currently engage in foreign currency hedging and its operations are
subject to foreign currency fluctuations. Such fluctuations may
materially affect the Registrant's financial position and results of its
operations. There can be no assurance that steps taken by management
 to address foreign currency fluctuations will eliminate all adverse
effects and accordingly, the Registrant may suffer losses due to
adverse foreign currency fluctuations.
The Year Ended December 31, 2006 Compared to The Year Ended December 31, 2005
Other Items. The Registrant generated no income for the years ended
December 31, 2006, 2005, 2004, 2003 and 2002 compared with
$8,125 in other income for the year ended December 31, 2001.
The Registrant does not anticipate it will generate any additional revenues,
other than those mentioned in this document until it can acquire
or capitalize on a business opportunity. The registrant is in the process of
evaluating prospective business opportunities, but has not current
plans of arrangements with respect to such opportunities. There can be
no assurance that the Registrant will acquire or capitalize on any
opportunities.  During 2006 operating expenses consist of professional fees and
administrative expenses including telephone, travel and other general
corporate expenses. Operating expenses for 2006 were $15,427 compared
to $45,150 for 2005. The Registrant paid substantially less for
operating activities due to the reduced operations of the Registrant
during the year ended December 31, 2006.
Interest expense for the year ended December 31, 2006 was $16,285
compared to $nil for the year ended December 31, 2005. The increase
was due to the cost of borrowing at a 10% interest rate to pay out
 its accounts payable which were reduced by $54,979 during the year
ended December 31, 2006.
Professional fees were approximately $6,000 for the year ended
December 31, 2006 (year ended December 31, 2005: $6,000).
There were no payroll expenses relating to general and administrative
 activities for the year ended December 31, 2006 or 2005. There was
$23,220 accrued as management fees in 2005 compared with $nil in
management fees for the year ended December 31, 2006. The
decrease reflects the decreased activity of the Registrant.
Investor relations expenses were $nil for the years ended December
31, 2006 and  2005.
The Registrant anticipates that future general and administrative
 expenses will be approximately $5,000 a month or $60,000 a year, based
on current operations.
Stock based compensation cost: The Registrant incurred $nil non-cash
 stock based compensation charges for the years ended December
31, 2006 and 2005.

5.B            Liquidity and Capital Resources
As of December 31, 2006 the Registrants had $2,100 cash on hand
(2005: $nil) and its working capital was a deficit of $141,531 at
December 31, 2006 (2005: $137,310 deficiency).
Since inception the Registrant has financed its operations mainly
 from capital contributions. However, during the year ended December
31, 2006 the Registrant received net proceeds of $62,882 from
promissory and other notes payable and realized a gain of $26,317 on the
settlement of accounts payable.
Net cash used by operating activities was $(60,374) for the
year ended December 31, 2006. This compares with net cash provided by
operating activities of $823 for the year ended December 31, 2005.
The Registrant has no operating business and can only estimate operating
expenditures for the next twelve (12) months. The Registrant
anticipates that it will require additional funds once it has identified
 an acquisition target or investment opportunity, or entered into a
strategic alliance with as yet unidentified operating companies in the
 technology or resource industries. There can be no assurance that
such financing will be available to the Registrant or, if it is, that
it will be available on terms acceptable to the Registrant. If the Registrant
is unable to obtain the financing necessary to support its future
operations, it may be unable to continue as a going concern. The Registrant
currently has no commitments for any credit facilities such as
revolving credit agreements or lines of credit that could provide additional
working capital.
The Registrant has financed its operations by the sale of its common
shares, both by public offerings and by private placements. The
Registrant has no sources of liquidity and intends to finance
future acquisition or business operations by issuing debt or equity securities.
The operations of the Registrant are dependent upon the general
state of the public equity capital markets and specifically on the state of
the public equity markets for small capitalization resource exploration
 and technology companies. There can be no assurance that any
additional financings will be available to the Registrant on favorable
terms or at all. The Registrant is subject to various risks and
uncertainties, which appear elsewhere in this document.

5.C            Research, Development, Patents, Licenses, etc
The Registrant does not currently carry out research and development
activities and holds no patents or licenses.

5.D            Trend Information
The Registrant currently has no active business operations that would
be effected by recent trends. The Registrant has no material net sales
or revenues that would be affected by recent trends other than the
general effect of mineral prices on its ability to raise capital and those
other general economic items as set out in Risk Factors, Item 3.D.

5.E            Off Balance Sheet Arrangements
There are no known significant off balance sheet arrangements other .
than those disclosed in this Form 20-F and in the Registrant's audited
consolidated financial statements for the year ended December 31, 2006.

5.F            Tabular Disclosure of Contractual Obligations
The Registrant has no current material contractual obligations.

5.G            Safe Harbor
This document may contain forward-looking statements. The Registrant
 desires to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and is including this
 statement for the express purpose of availing itself of the protections
of the safe harbor with respect to all forward-looking statements.
Several important factors, in addition to the specific factors discussed in
connection with such forward-looking statements individually, could affect
 the future results of the Registrant and could cause those
results to differ materially from those expressed in the forward-looking
 statements contained herein.
The Registrants estimated or anticipated future results or other non-
historical facts are forward-looking and reflect the Registrants 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 Registrants
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
Christopher Dean,
Yorkshire, England
                            President, Director  (1)         43

Nicholas Alexander,
Lighthouse Point, Florida
                             Secretary, Director  (1)        22

(1) Appointed President or Secretary, and Director on March 11, 2006.
Members of the Board of Directors are elected by the holders of the
Registrants Shares to represent the interests of all shareholders. The
Board of Directors meets periodically to review significant developments
affecting the Registrant and to act on matters requiring Board
approval. Although the Board of Directors delegates many matters to
others, it reserves certain powers and functions to itself. The only
standing committee of the Board of Directors of the Registrant will be
an Audit Committee. This committee, once constituted, is directed
to review the scope, cost and results of the independent audit of the .
Registrants books and records, the results of the annual audit with
management and the adequacy of the Registrants 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 Registrants independent auditors; and to report to
the Board of Directors, when so requested, on any accounting or
financial matters.
None of the Registrants directors or executive officers is party
 to any arrangement or understanding with any other person pursuant to
which said individual was elected as a director or officer of the Registrant.
The following sets out additional biographical information for
 each of the Issuers directors and officers:
Christopher Dean, President and Director

Mr. Dean currently resides in Yorkshire, England. Mr. Dean and his
 family have a history in construction, development and supplying
building materials in both the UK and Spain. The family companies
 were dedicated to the high-end housing market in all of England, with
a focus on the real estate market in London due to the large
volume of high quality stone that they produced. Mr. Dean handled the
financial affairs of his familys businesses. He joins the company
 as Secretary and Treasurer and will see to the Companys achieving
milestones necessary for continued growth.
Nicholas Alexander, Secretary and Director
Mr. Alexander has experience in real estate, corporate structuring
and in corporate management. Mr. Alexander orignated his own real
estate company, Realty Excellence in 2005. Mr. Alexander also is
 president of his own investment company, Alexander Capital
Corporation.
There are no arrangements or understandings among any of the directors
 regarding their election as a director.

6.B            Compensation
Statement Of Executive Compensation
The Registrant is required under applicable securities legislation
in Canada to disclose to its shareholders details of compensation paid to
its directors and officers. The following fairly reflects all material
information regarding compensation paid to the Registrants directors
and officers that has been disclosed to the Registrants shareholders
under applicable Canadian law.
During the fiscal year ended December 31, 2006 the aggregate
compensation paid by the Registrant to all individuals who were directors
in all capacities as a group was $nil.
The table below discloses information with respect to executive
compensation paid by the Registrant to its directors for the fiscal years
ended December 31, 2006, 2005, 2004 and 2003. The following
table sets forth, for the periods indicated, the compensation of the
directors.
Executive Compensation
The following table sets forth, for each of the Companys three most
recently completed financial years, the compensation of the CEO and
the President (also herein referred to as the "CEO"). No persons
earned in excess of $100,000 per annum during such periods. The CEO is
therefore the only "Named Executive Officer". Information has
been provided for the following individuals:


Name and           Year          Annual Compensation
Principal                       Salary     Bonus      Other
Position					     Annual
						   Compensation($)



Ronald W.
Noble (1)         2006		Nil	    Nil		Nil
		  2005		Nil	    Nil		Nil
		  2004		Nil	    Nil		Nil
		  2003 		9,800       Nil		Nil





William N.
Gardiner (2)(6)   2006		Nil	    NIl		Nil
		  2005		Nil	    Nil		Nil
		  2004		Nil	    Nil		Nil
		  2003 		9,000	    Nil		Nil


Clair Calvert	  2006		Nil	    Nil		Nil
		  2005		Nil	    Nil		$12,900
		  2004		Nil	    Nil		$18,690
		  2003		Nil	    Nil		Nil


Christopher
Dean		  2006		Nil	    Nil		Nil
		  2005		Nil	    Nil		Nil



Nicholas
Alexander	  2006		Nil	    Nil		Nil
		  2005		Nil	    Nil		Nil




			Long term Compensation
			        Awards
                           Securities   Restricted
                           Under         Shares or
			 Options/       Restricted
			  SARs(4          Share       LTIP(5)   All Other
                         granted           Units      payouts    Compensation
                            (#)              ($)         ($)         ($)

Ronald W.	  2006	    NIL		    Nil		Nil	   Nil
Noble (1)         2005	    Nil		    NIl		Nil	   Nil
		  2004      NIL             NIL         NIL        NIL
                  2003      NIL             NIL         NIL        NIL

William N.
Gardiner(2)(6)    2006      nil             NIL         NIL        NIL
		  2005      NIL             NIL         NIL        NIL
	          2004      NIL             NIL         NIL        56,556
                  2003      NIL             NIL         NIL        NIL

Clair Calvert     2006      NIL             NIL         NIL        NIL
                  2005      NIL             NIL         NIL        NIL
                  2004      NIL             NIL         NIL        NIL
                  2003      NIL             NIL         NIL        NIL


Christpher
Dean              2006      NIL             NIL         NIL        NIL
                  2005      NIL             NIL         NIL        NIL

Nicholas
Alexander         2006      NIL             NIL         NIL        NIL
                  2005      NIL             NIL         NIL        NIL
Notes:
(1)
Mr. Noble was appointed as the President of the Company on June 17, 2003
and resigned November, 2004

(2)
Mr. Gardiner was appointed Chief Executive Officer of the Company in July
2000 and resigned June 17, 2003

(3)
January 1 to December 31.

(4)
Stock appreciation rights.

(5)
Long-term incentive plan

(6)
Lifestyle Corporate Sales Ltd., a non-reporting company controlled by
 William N. Gardiner received Management Fees in
the amount of $9,000 during the financial year ended December 31, 2003.
See also 4.B
Termination of Employment, Change in Responsibilities and Employment
 Contracts, Cancellation of Stock Options
All stock options were canceled in 2004.  These stock options were
granted at $0.17 per share to former officers, directors and employees
who have all resigned.
The Company does not have any employment contracts in place.
INDEBTEDNESS TO COMPANY OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
None of the directors, executive officers and senior officers of the
 Company, proposed nominees for election or associates of such persons
is or has been indebted to the Company, other than routine indebtedness,
 with the exception of William N. Gardener as noted previously,
in excess of $50,000 at any time for any reason whatsoever, including
 the purchase of securities of the Company (see also 4.B)
Options and Stock Appreciation Rights ("SARs")
As of September 30, 2004 there were stock options granted to former
officers, directors and employees for 1,254,000 shares of common
stock at an exercise price of $0.17 per share.  As of December 15,
2004 all of those stock options were cancelled as the former officers,
directors and employees have all resigned.  No incentive stock options
 were granted to the Named Executive Officers during the most
recently completed financial year (January 1, 2006 to December 31, 2006)
(the "Financial Period").
Pension Plan
The Registrant does not have any pension plan arrangements in place.
Compensation of Directors
During the Financial Period, the following compensation was paid to the
 directors of the Company for their services:

(a)
In their capacity as directors, including any amounts payable for committee
participation or special assignments pursuant to any
standard or other arrangements; or

(b)
As consultants or experts
Christopher Dean: $nil
Nicholas Alexander: $nil
No funds were set aside or accrued by the Registrant or its subsidiaries
 during the year ended December 31, 2006 to provide pension,
retirement or similar benefits for directors or officers of the Registrant
pursuant to any existing plan provided or contributed to by the
Registrant or its subsidiaries under applicable Canadian laws.
The Registrant does not compensate its directors for their services as
 directors.  Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with
attendance  at meetings of the Board of Directors.
The Board of Directors makes separate remuneration to any director
undertaking  services on behalf of the Registrant other than services
ordinarily required of a director. Other than as indicated below, no
director  received any compensation for his services as a director,
including any committee participation or special assignments.
A total of $nil was accrued as payable to officers from January 1, 2006
 through  December 31, 2006 for management fees ($12,900 for
2005). No amounts have been set aside or accrued by the Registrant during
fiscal  2006 to provide pension retirements or similar benefits
for directors or executive officers of the Registrant pursuant to any plan
provided  for or contributed to by the Registrant.
The Registrant has no plans or arrangements in respect of remuneration
received or  that may be received by executive officers of the
Registrant in the current year to compensate such officers in the event of
termination of employment (as a result of resignation, retirement,
change of control) or a change of responsibilities following a change of
control,  where the value of such compensation exceeds $60,000
per year per executive officer.
No director or executive officer of the Registrant received other
 compensation  in excess of the lesser of $25,000 or 10% of such officers
cash compensation as reported in the above and all directors and executive
officers  as a group did not receive other compensation which
exceeded $25,000 times the number of persons in the group or 10% of the
compensation  reported in the table set forth above.
The Registrant has no material bonus or profit sharing plans pursuant to
 which cash  or non-cash compensation is or may be paid to the
Registrant's directors or executive officers.

6.C             Board Practices
Statement Of Corporate Governance Practices
The Board has not yet constituted any committees due to its size and current
minimal  activity. Given the Registrants current stage of
development, the Board is presently of the view that it functions
effectively as a  committee of the whole in this regard in relation to
general corporate governance matters. Nonetheless, it will continue to
monitor its  effectiveness on an on-going basis, with a view to
implementing additional governance as required at the appropriate time.
The term of  office of each of the directors will continue until the
next annual general meeting, or until his successor is duly elected, unless
his  office is vacated in accordance with the articles of the
Registrant.
The Articles of the Registrant presently provide that the Board of
Directors shall  consist of not less than three and not more than that
number of Directors that is set by an ordinary resolution by the
shareholders of  the Registrant (excluding additional directors that may be
appointed between annual general meetings). The Board of Directors is of
the view  that its present board is appropriate and facilitates
effective decision-making.  In November 2004, the Companys Bylaws were
amended so  that a minimum of one director could sit on the
Board of Directors will full right and authority.
The Board of Directors is of the view that the decision to not set up
various  committees such as a Nominating, Human Resources,
Governance or Compensation Committee is appropriate having regard to
cost and time  issues and the shareholder structure of the
Registrant and the operating size of the Registrant.
Having regard to the current stage of development of the Registrant,
the Board is of  the view that the well-recognized duties and
responsibilities of directors of public companies provide adequate
guidance to the  Directors at this time. As a result, specific position
descriptions for Directors have been deferred until the Registrants
development  reaches a more advanced stage.
The Chairman of the Board is a member of management, as is the norm with
companies  with similar size. However, the Directors feel that
this is not an impediment to the proper discharges of the directors
responsibilities.  Furthermore, the interaction between senior
management and directors both at and outside meetings ensures that the
directors  are properly informed and that the directors' experience
is brought to bear when needed by management. The unrelated Directors believe
that their majority on the Board, their knowledge of the
Registrants business and their independence are sufficient to facilitate the
functioning of the Board independently of management. There
are no Directors service contracts to provide benefits upon the termination
of employment.
The Company intends to form an audit committee as soon as practical. The Audit
Committee is directed to review the scope, cost and
results of the independent audit of the Registrants books and records, the
 results of the annual audit with management (and the internal
auditors if any) and the adequacy of the Registrants 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 Registrants independent auditors for consulting
work; and to report to the Board of Directors, when so requested, on any
accounting or financial matters.

6.D             Employees
The Registrant's business is administered principally from its office in
 Vancouver, British Columbia, Canada. As of December 31, 2006
the Registrant had no full time employees.

6.E            Share Ownership
The various tables in Items 6.A and 6.B set forth the common shares
 held by each senior officer and/or director as well as any options to
purchase common shares held, the exercise prices of such options and
 the expiration dates of such options in the format as required in the
home country (Canada) of the Registrant.
Details of all total outstanding options, warrants and other rights
 to purchase securities of the Registrant and its subsidiaries as at June 30,
2007 are set forth below:

Name                Securities beneficially owned,     Percent of Issued and
                    directly or indirectly or over      Oustanding Shares
                    which direction or control is        Capital (1)
                             exercised
Percent of Issued and
Outstanding Share
Capital (1)
There are no outstanding options, warrants or
other rights to purchase securities

(1) 78,789,619, shares were issued and outstanding as of June 30, 2007

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

ITEM 7.             MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A            Major Shareholders
To the best of the Registrant's knowledge, the Registrant is not directly
or indirectly owned or controlled by another company or by any
foreign government or by any other natural or legal person(s) severally or
 jointly. Subsequent to December 31, 2006 the Company issued
of 63,000,000 shares of common stock to the directors of the Company
for their services provided to the Company.
There are no arrangements, known to the Registrant, the operation of
 which may at a subsequent date result in a change in its control.
As at July 10, 2007 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:

Identity of
Person or Group             Title of Class   Shares Owned  Percentage of Class


CDS   Canadian Depository (1)  Common shares
Toronto, Ontario, Canada                         12,041,733        15.28%



Christopher Dean              Common shares      58,000,000*        73.64%


Nicholas Alexander	      Common shares	 5,000,000           6.35%
*As at July 10, 2007

(1)
Owners of record only. CDS is a clearing agency through which
 Canadian brokers  and dealers hold their securities. The
Registrant believes that these shares are held in a fiduciary,
trustee, or nominee  capacity by the registered holder.  The
Registrant does not know the identities of the beneficial owners
of such shares.   The Registrant is not aware of any other
person, group of persons or entity who beneficially owns more
than 5% of the  Registrants 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 Registrants audited financial
 statements and other than transactions carried out in the ordinary
course of business of the Registrant or any of its subsidiaries, none
 of the directors  or senior officers of the Registrant, a proposed
management nominee for election as a director of the Registrant, any member
beneficially owning shares carrying more than 5% of the
voting rights attached to the shares of the Registrant nor an associate
 or affiliate of any of the foregoing persons had since January 1, 2006
(being the commencement of the Registrant's last audited fiscal period)
 any material  interest, direct or indirect, in any transactions which
materially affected or would materially affect the Registrant or any of its
subsidiaries (see also 7.A).
During the year ended December 31, 2006 the Registrant has entered into the
following related party transactions:
The sum of $nil was accrued as payable to the President of the Company
 ($12,900 during 2005).
During the year ended December 31, 2006 the Company accrued as payable
$nil in fees to an officer (the Registrants sole
employee/consultant) of the Company for services and rent ($10,320
during 2005).  As of December 31, 2006 no amounts are due from related parties.
At December 31, 2006 the Company owes $45,908 (2005 - $45,236) to a
 former director and to a former officer/consultant of the
Company. The amounts due accrue interest at 10% per annum. Any unpaid
amount is convertible to shares of common stock at $0.01 per
share at the discretion of the creditor for as long as a balance remains
unpaid. The Registrants 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             Financial Statements and Other Financial Information
Financial statements audited by an independent auditor and accompanied
by an audit report are comprised of the following, which are
attached hereto and form a part hereof.

(a)
Balance Sheets as of December 31, 2006;

(b)
Statements of Operations and Deficit for each of the years ended
 December 31, 2006 and 2005 and for the period from
commencement of the development stage January 1, 2000 to December 31, 2006;

(c)
Statements of Cash Flows for each of the years ended December 31,
 2006 and 2005 and for the period from commencement of the
development stage January 1, 2000 to December 31, 2006;

(d)
Statement of Changes in Stockholders Equity for the period from
 commencement of the development stage January 1, 2000 to
December 31, 2006; and

(e)
Notes to the financial statements.
The Registrant is not involved in any legal or arbitration proceedings
 which may have, or had in the recent past, significant effects on the
Registrants financial position or profitability, including governmental
 proceedings pending or known to be contemplated.
Dividend Policy
The Registrant has not, during its last five completed financial years,
declared or paid any dividends on its common shares and does not
currently intend to pay dividends. Earnings, if any, will be retained
 to finance further growth and development of the business of the
Registrant. Dividends will, in all probability, only be paid in the
event the Registrant successfully brings one of its properties into
production.

8.B            Significant Changes
There has been no significant change in the financial condition of
the Registrant since December 31, 2006.

ITEM 9.            THE OFFER AND LISTING

9.A            Offer and Listing Details
This Form 20-F is filed as an annual report under the Exchange Act
and does not relate to a new offer of securities and accordingly the
information called for is not required, other than the price history
information below.
The Common Shares of the Registrant have been quoted on the Over The
Counter Bulletin Board in the United States of America since
February 11, 2000. Over the counter quotations reflect inter-dealer
prices, without retail mark-up, markdown or commission and may not
necessarily represent actual transactions. The Registrants common
shares are quoted under the symbol APVLF.

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

9.C            Markets
See Item 9.A

9.D            Selling Shareholders
This Form 20-F is filed as an annual report under the Exchange Act
and accordingly the information called for in Item 9.D is not required.

9.E            Dilution
This Form 20-F is filed as an annual report under the Exchange Act and
accordingly the information called for in Item 9.E is not required.

9.F            Expenses of the Issue
This Form 20-F is filed as an annual report under the Exchange Act and
accordingly the information called for in Item 9.F is not required.

ITEM 10.             ADDITIONAL INFORMATION

10.A             Share Capital
This Form 20-F is filed as an annual report under the Exchange Act and
accordingly the information called for in Item 10.A is not
required.

10.B             Memorandum and Articles of Association
1. The Registrant was incorporated under no. 211807 on June 20, 1980
 under the name Cascade Explorations Ltd., with an authorized
capital of 5,000,000 shares without par value, by registration of its
 Memorandum and Articles under the Company Act (British Columbia).
The Registrant subsequently changed its name to Capri Resources Ltd.
on May 12, 1983.
The Registrant changed its name to "Capri Resources Ltd." effective as
of May 12, 1983. Effective December 24, 1987, the Registrant
altered its share capital by consolidation of its authorized and issued
 capital on the basis of one new share for three old shares, decreasing
the number of shares authorized from 5,000,000 shares to 1,666,666.67 shares.
The Registrant then increased its authorized capital to
10,000,000 shares and changed its name to "International Capri Resources
Ltd." Effective July 19, 2000, the Registrant changed its name
to "Apiva.com Web Corporation." and effective December 18, 2001, the
 Registrant changed its name to Apiva Ventures Limited.
By resolution filed with the British Columbia Registrar of Companies
 (the "Registrar") on July 6, 1994, in accordance with Section 256 of
the Company Act (British Columbia), certain escrow shares held under
an existing agreement were cancelled without consideration and the
authorized and issued share capital was diminished so that the
authorized capital of the Registrant consisted of 9,787,500 shares. The
Registrant's authorized capital was increased to 100,000,000 common
 shares without par value on July 7, 1995.
The Registrant's Memorandum and Articles do not provide for any
specific objects or purposes.

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


(a)
Directors 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 directors qualification:
A director is not required to hold any shares of the Registrant.

3. All common shares of the Registrant rank equally as to dividends,
 voting powers and participation in assets and in all other respects.
Each share carries one vote per share at meetings of the shareholders
of the Registrant.
There are no indentures or agreements limiting the payment of dividends
and there are no conversion rights, special liquidation rights, pre-
emptive rights or subscription rights attached to the common shares. The
 shares presently issued are not subject to any calls or
assessments. There is a Shareholders Rights Plan detailed below:

4. The rights of holders of common shares may not be modified other
 than by vote of seventy five per cent (75%) of the common shares
voting on such modification. Because a quorum for a general meeting
of shareholders can exist with one shareholder (proxy-holder)
personally present, the rights of holders of common shares may be
modified by the votes of less than a majority of the issued common
shares of the Registrant.
Shareholders may apply to the Supreme Court of British Columbia for
various remedies on the grounds that the affairs of the Registrant
are being conducted in a manner oppressive to one or more of the
shareholders or that some resolution of shareholders has been passed or
is proposed that is unfairly prejudicial to one or more of the
shareholders. That Court may, with a view to bringing it to an end or to
remedying the matters complained of, make an interim or final order
if it considers appropriate, including the following:

(a)
Direct or prohibit any act or cancel or vary any transaction or resolution;

(b)
Regulate the conduct of the Registrant's affairs in the future;

(c)
Provide for the purchase of the Common Shares of any member of the
Registrant by another member of the Registrant, or by
the Registrant;

(d)
In the case of a purchase by the Registrant, reduce the Registrants
 capital or otherwise;

(e)
Appoint a receiver or receiver manager;

(f)
Order that the Registrant be wound up;

(g)
Authorize or direct that proceedings be commenced in the name of the
Registrant against any party on the terms the Court
directs;

(h)
Require the Registrant to produce financial statements;

(i)
Order the Registrant to compensate an aggrieved person; and

(j)
Direct rectification of any record of the Registrant.
Where a special resolution to modify the rights of the holders of
common shares has been passed, the holders of not less than 10% of the
common shares who are entitled to vote and did vote against the special
resolution (in person or by proxy) may apply to the Supreme
Court of British Columbia to set aside the resolution.
There are no restrictions on the purchase or redemption of common
shares by the Registrant while there is any arrearage in the payment of
dividends or sinking fund installments.

5. The directors of the Registrant call all annual general meetings
and extraordinary general meetings. Any one or more shareholders
holding 10% or more of the Registrant's shares can requisition a
 meeting. Under certain circumstances, the Supreme Court of British
Columbia can call a shareholders' meeting.

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

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

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

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

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

10.C             Material Contracts
For the two years immediately preceding December 31, 2006 there were
no material contracts entered into, other than contracts entered
into in the ordinary course of business, to which the Registrant or
 any member of the group was a party. For a description of those
contracts entered into in the ordinary course of business refer to

 Item 4B  Business Overview. Subsequent to December 3, 2006 the
Company issued 63,000,000 shares of common stock to directors of the
 Company for their services provided to the Company.

10.D             Exchange Controls
There are no governmental laws, decrees or regulations in Canada
relating to restrictions on the export or import of capital,
 or affecting the
remittance of interest, dividends or other payments to non-resident
holders of the Registrant's common shares. Any remittances of
dividends to United States residents are, however, subject to a 15%
withholding tax (10% if the shareholder is a corporation owning at
least 10% of the outstanding common shares of the Registrant) pursuant
to Article X of the reciprocal tax treaty between Canada and the
United States.
Except as provided in the Investment Canada Act (the "Act"), there
 are no limitations under the laws of Canada, the Province of British
Columbia or in the charter or any other constituent documents of the
Registrant on the right of foreigners to hold or vote the common
shares of the Registrant.

10.E             Taxation
ALL SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS AS TO THE
INCOME AND OTHER TAX
CONSEQUENCES ARISING IN THEIR PARTICULAR CIRCUMSTANCES. THE FOLLOWING
IS A SUMMARY ONLY
AND OF A GENERAL NATURE AND IS NOT INTENDED, NOR SHOULD IT BE CONSTRUED,
 TO BE LEGAL OR TAX
ADVISE TO ANY PARTICULAR SHAREHOLDER.
United States Federal Income Tax Consequences
The following is a discussion of material United States federal income
 tax consequences, under current law, applicable to a US Holder (as
hereinafter defined) of common shares of the Registrant. This discussion
does not address consequences peculiar to persons subject to
special provisions of federal income tax law, such as those described
below as excluded from the definition of a US Holder. In addition,
this discussion does not cover any state, local or foreign tax consequences.
 (Refer to "Canadian Federal Income Tax Considerations" for
material Canadian federal income tax consequences).
The following discussion is based upon the sections of the Internal
 Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, published Internal Revenue Service ("IRS") rulings,
 published administrative positions of the IRS and court decisions that are
currently applicable, any or all of which could be materially
and adversely changed, possibly on a retroactive basis, at any time and which
are subject to differing interpretations. This discussion does
not consider the potential effects, both adverse and beneficial, of any
proposed legislation that, if enacted, could be applied, possibly on a
retroactive basis, at any time. This discussion is for general information only
and it is not intended to be, nor should it be construed to be,
 legal or tax advice to any holder or prospective holder of common shares of
the Company and no opinion or representation with respect to the United
States federal income tax consequences to any such holder or
prospective holder is made. Accordingly, holders and prospective holders of
common shares of the Company should consult their own tax
advisors about the federal, state, local, and foreign tax consequences of
purchasing, owning and disposing of common shares of the
Company.

U.S. Holders
As used herein, a "U.S. Holder" means a holder of common shares of
the  Company who is (i) a citizen or individual resident of the United
States, (ii) a corporation or partnership created or organized in or
under the laws of the United States or of any political subdivision
thereof, (iii) an estate whose income is taxable in the United States
irrespective of source or (iv) a trust subject to the primary supervision
of a court within the United States and control of a United States
 fiduciary as described Section 7701(a)(30) of the Code. This
summary does not address the tax consequences to, and U.S. Holder does not
include, persons subject to specific provisions of federal income tax law,
 such as tax-exempt organizations, qualified retirement plans, individual
 retirement accounts and other tax-deferred
accounts, financial institutions, insurance companies, real estate
investment trusts,  regulated investment companies, broker-dealers,
 persons or entities that have a "functional currency" other than the
U.S. dollar, shareholders subject to the alternative minimum tax,
shareholders who hold  common shares as part of a straddle, hedging,
 conversion transaction, constructive sale or other arrangement involving
more than one position, and shareholders who acquired their common shares
through the exercise of employee stock options or otherwise as compensation
 for services. This summary is limited to U.S. Holders who own common
shares as capital assets within the meaning of Section 1221 of the Code.
 This summary does not address the consequences to a person or entity
holding an interest in a shareholder or the consequences to a person
of the ownership, exercise or disposition of any options, warrants or
other rights to acquire common shares.

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 istributions,
 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. Holders federal income tax liability or,  alternatively,
 may be deducted in computing the U.S. Holders 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. Holders 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 sbject 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 Companys 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. Holders 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 Companys common shares.

Foreign Tax Credit
A U.S. Holder who pays (or has withheld from distributions)
Canadian income tax with respect to the ownership of common
 shares of the Company may be entitled, at the option of
the U.S.  Holder, to either receive a deduction or a tax
credit for such foreign tax paid or withheld. Generally,
 it will be more advantageous to claim a credit because a
credit reduces United States federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces
 the taxpayers 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. Holders United States income tax liability that the
 U.S. Holders  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 shareholders
tax basis in the common shares of the Company. Preferential
 tax rates apply to long-term capital gains of U.S. Holders
 that are individuals, estates or trusts. This gain or loss
will be capital gain or loss if the common shares are a capital
asset in the hands of the U.S. Holder, which will be long-term
 capital gain or loss if the common shares of the Company
 are held for more than one year. Deductions for net capital
losses are subject to significant limitations. For U.S. Holders
that are not corporations, Any unused portion of such net
capital loss can be carried over to be used in later tax years
until such net capital loss is thereby exhausted. For U.S.
Holders that are corporations (other than corporations subject
 to Subchapter S of the Code), an unused net capital loss may be
 carried back three years and carried forward five years from
the loss year to be offset against capital gains until such net
 capital loss is thereby exhausted.

Other Considerations
In the following circumstances, the above sections of this
discussion may not describe the United States federal income
tax consequences resulting from the holding and disposition of
common shares:


Foreign Personal Holding Company
If at any time during a taxable year (i) more than 50% of the
total combined voting power or the total value of the Companys
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
Companys 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 Companys outstanding shares is held,  directly or indirectly,
by citizens or residents of the United tates, United States domestic
 partnerships or Registrants, or  estates or trusts other than
foreign estates or trusts (as defined by
the Code Section 7701(a)(31)), and the Company is found to be
engaged primarily in the business of investing, reinvesting, or
 trading in securities, commodities, or any interest therein,
it is possible that the Company may be treated as a "foreign
investment  company" as defined in Section 1246 of the Code,
 causing all or part of any gain realized by a U.S. Holder
selling or exchanging common shares to be treated as ordinary
income rather than capital gain. The Company does not believe
that it currently qualifies as a foreign investment company.
However, there can be no assurance that the Company will not
 be considered a foreign investment company  for the  current
 or any future taxable year.


Passive Foreign Investment Company
As a foreign corporation with U.S. Holders, the Company could
potentially be treated as a passive foreign investment company
 ("PFIC"), as defined in Section 1297 of the Code, depending upon
 the percentage of the Company's income which is passive, or the
percentage of the Companys assets which produce or are held
for the production of passive income. U.S. Holders owning common
 shares of a PFIC are subject to the highest rate of tax on
ordinary income in effect for the applicable taxable year and
 to an interest charge based on the value of deferral of tax
 for the period during which the common shares of the PFIC are
 owned with respect to certain "excess distributions" on and
dispositions of PFIC stock. However, if the U.S. Holder makes
 a timely election to treat a PFIC as a qualified electing
fund ("QEF") with respect to such shareholder's interest
 therein, the above-described rules generally will not apply.
Instead, the electing U.S. Holder would include annually in his
 gross income his pro rata share of the PFIC's ordinary earnings
 and net capital gain regardless of whether such income or
gain was actually distributed. A U.S. Holder of a QEF can,
however, elect to defer the payment of United States federal income
tax on such income inclusions. Special rules apply to U.S.
 Holders who own their interests in a PFIC through intermediate
 entities or persons. In addition, subject to certain limitations,
U.S. Holders owning, actually or constructively, marketable
(as specifically defined) stock in a PFIC will be permitted to
 elect to mark that stock to market annually, rather than be
 subject to the excess distribution regime of section 1291
described above. Amounts included in or deducted from income
under this alternative (and actual gains and losses realized
 upon disposition, subject to certain limitations) will be
treated as ordinary gains or losses. This alternative will
apply to taxable years of U.S. Holders beginning after 1997
and taxable years of foreign corporations ending with or within
 such taxable years of U.S. Holders. The Company believes that it
 was not a PFIC for its fiscal year ended December 31, 2004 and does
 not believe that it will be a PFIC for the fiscal year ending
December 31, 2005. However, because the PFIC determination is
 made annually on the basis of income and assets, there can be
no assurance that the Company will not be a PFIC in the current
 or in a subsequent year. In addition, there can be no
assurance that the Companys 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 CFCs earnings invested in U.S. property. The foreign tax
credit described above may reduce the U.S. tax on these amounts.
In addition, under Section 1248 of the Code, gain
from the sale or exchange of shares by a U.S. Holder of common
shares of the Company which is or was a United States
Shareholder at any time during the five-year period ending
 with the sale or exchange is treated as ordinary income to
the extent of earnings and profits of the Company attributable
to the shares sold or exchanged. If a foreign corporation is both a
 PFIC and a CFC, the foreign corporation generally will not
be treated as a PFIC with respect to United States Shareholders
of the CFC. This rule generally will be effective for taxable years
 of United States Shareholders beginning after 1997 and
for taxable years of foreign Registrants ending with or within such
 taxable years of United States Shareholders. Special
rules apply to United States Shareholders who are subject to the
special taxation rules under Section 1291 discussed above with
 respect to a PFIC. Because of the complexity of Subpart F,
a more detailed review of these rules is outside of the scope of
 this discussion. The Company does not believe that it currently
 qualifies as a CFC. However, there can be no assurance
that the Company will not be considered a CFC for the current
or any future taxable year.


Certain Canadian Federal Income Tax Considerations
A brief description of certain provisions of the tax treaty
between Canada and the United States is included below, together
with a brief outline of certain taxes, including withholding
 provisions, to which United States security holders are
subject under existing laws and regulations of Canada. The
consequences, if any, of provincial, state and local taxes
 are not considered. The following information is general
 and security holders should seek the advice of their own
 tax advisors, tax counsel or accountants with respect to
the applicability or effect on their own individual
 circumstances of the matters referred to herein and of
any provincial, state, or local taxes. The discussion under
 this heading summarizes the principal Canadian federal
 income tax consequences of acquiring, holding and
disposing of shares of common stock of the Registrant for
a shareholder of the Registrant who is not a resident of
Canada but is a resident of the United States and who
will acquire and hold shares of common stock of the Registrant
as capital property for the purposes of the Income Tax Act
(Canada) (the "Canadian Tax Act"). This summary does not
 apply to a shareholder who carries on business in Canada
 through a "permanent establishment" situated in Canada or
 performs independent personal services in Canada through a
 fixed base in Canada if the shareholders holding in the
Registrant is effectively connected with such permanent
 establishment or fixed base. This  summary is based on
 the provisions of the Canadian Income Tax Act and the
 regulations there under and on an understanding of the
administrative practices of Canada Customs & Revenue
 Agency, and takes into account all specific proposals to
 amend the Canadian Tax Act or regulations made by the Minister
 of Finance of Canada as of the date hereof. It has been assumed
that there will be no other relevant amendment of any governing
 law although no assurance can be given in this respect. This
discussion is general only and is not a substitute for
independent advice from a shareholders 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 taxpayers capital gain or
capital loss from a disposition of a share of common
stock of the Registrant is the amount, if any, by
 which his or her proceeds of disposition exceed
(or are exceeded by, respectively) the aggregate of
 his or her adjusted cost base of the share and reasonable
expenses of disposition. The capital gain or loss must be
computed in Canadian currency using a weighted average
adjusted cost base for identical properties. Fifty percent
of the capital gains net of losses are included in income.
 The amount by which a shareholder's capital loss exceeds
 the capital gain in a year may be deducted from a capital
gain realized by the shareholder in the three previous years
or any subsequent year, subject to certain restrictions in the
case of a corporate shareholder.

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

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


(a) The value of the shares is derived principally from
"real property" in Canada, including the right to explore for or exploit
natural resources and rights to amounts computed by reference to production;
(b) The shareholder was resident in Canada for 120 months
 during any period of 20 consecutive years preceding, and at any time during
the 10 years immediately preceding, the disposition and the
 shares were owned by him when he or she ceased to be resident in Canada; or
(c) The shares formed part of the business property of a
"permanent establishment" that the holder has or had in
 Canada within the 12 months preceding the disposition.

10.F             Dividends and Paying Agents
This Form 20-F is filed as an annual report under the Exchange
Act and accordingly the information called for in Item 10.F is not required.

10.G             Statement by Experts
This Form 20-F is filed as an annual report under the Exchange
Act and accordingly the information called for in Item 10.G is not  required.

10.H             Documents on Display
Copies of the most recent annual report and consolidated financial
statements and any subsequent interim financial statements of the
Company may be obtained upon request from the Company. The
 Company may require the payment of a reasonable fee in respect of
 a request therefore made by a person who is not a security holder
of the Company.

10.I             Subsidiary Information
Item 4.C provides further information.

ITEM 11.             QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The Company believes that it does not have any material
exposure to interest or commodity risks. The Company does not own any
derivative instruments, does not engage in any hedging
transactions and does not have any outstanding long-term debt. Item
3.D provides
information concerning risk factors.

ITEM 12.             DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
This Form 20-F is filed as an annual report under the Exchange
 Act and accordingly the information called for in Item 12 is not required.

PART II
ITEM 13.             DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None

ITEM 14.             MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF    PROCEEDS
Not applicable

ITEM 15.             CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based upon the evaluation of the effectiveness of the disclosure controls
and procedures within 90 days prior to the filing date of this annual
 report, the Registrants President, acting as the
Companys Chief Executive Officer and Chief Financial Officer
 has concluded that, as of such date, the disclosure controls
and procedures were effective to ensure that material
information relating to the Registrant was made known to
others within the company particularly during the period
in which this annual report and accounts were being prepared,
and such controls and procedures were effective to ensure that
 information required to be disclosed by the Registrant in the
reports that it files or submits under regulatory rules and
securities laws is recorded, processed, summarized and reported,
within the time periods specified. Management of the Registrant
 recognizes that any controls and procedures can only provide
reasonable assurance, and not absolute assurance, of achieving
 the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit
 relationship of possible controls and procedures.

Changes in Internal Controls over Financial Reporting
There were no changes in the Registrant's internal controls
or in other factors that could y affect these controls subsequent
to the date the Chief Executive Officer completed his evaluation, nor were
 there any deficiencies or material weaknesses in the
Registrants internal controls requiring corrective actions.

ITEM 16.             AUDIT COMMITTEE FINANCIAL EXPERT, CODE OF
ETHICS AND PRINCIPAL ACCOUNTANT FEES  AND SERVICES

16.A             Audit Committee Financial Expert
The Registrant does not currently have a financial expert nor an
audit committee due to its relatively small size. In 2006 the
Registrant had no consultant/employees. In June 2005 the
Registrant retained the audit services of Madsen & Associates,
CPAs, Inc. of Murray, Utah to perform the audit on its year-end
consolidated financial statements. The Registrant believes that
it has adequate resources available to it when financial expertise
 and advice are necessary.

16.B             Code of Ethics
The Registrant has not adopted a formal written code of ethics
given its small size. Directors, including the director/employee
of the Registrant, are subject to the laws of the Province of
British Columbia, Canada whereby they are required to act honestly,
in good faith and in the best interests of the Registrant.

The Registrant expects all directors, officers and employees to
abide by the following code of ethics communicated to them:

Act with honesty and integrity and in an ethical manner resolve
any actual or apparent conflicts of interest between personal
 and professional relationships;

Ensure that any public filings or announcements, whether they are
statutory or regulatory filings or other documents submitted for
 public disclosure and communication, are accurate,
complete, fair, timely and understandable in all material respects,
taking into consideration applicable standards and regulations;

Compliance with applicable laws, rules and regulations; and

Prompt internal reporting of any violations, whether actual or
 potential, in the code of ethics.

16.C             Principal Accountant Fees and Services
The following table discloses accounting fees and services
of the Registrant:

Type of Services rendered       	 2006  		2005
					Fiscal Year   Fiscal Year

(a) Audit Fees                          $6,000.00    $6,000.00
$6,975.00

(b) Audit-Related Fees incurred
and accrued (e.g. review of
Form 20-F)                          Included above   Included above
Included above

(c) Tax Fees                               Nil          Nil

(d) All Other Fees                         Nil          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

PART III

ITEM 17.             FINANCIAL STATEMENTS
The following financial statements and related schedules are
included in this Item
Financial Statements
Auditors report dated July 10, 2007

Balance Sheet as of December 31, 2006;

Statements of Operations and Deficit for each of the years ended
 December 31, 2006 and 2005 and for the period from
commencement of the development stage January 1, 2000 to December
31, 2006;

Statements of Cash Flows for each of the years ended December
31, 2006 and 2005 a nd for the period from
commencement of the development stage January 1, 2000 to December
31, 2006;

Statement of Changes in Stockholders Equity for the period from
commencement of the development stage January 1,
2000 to December 31, 2006; and

Notes to the financial statements.

ITEM 18.             FINANCIAL STATEMENTS
See Item 17

ITEM 19.             EXHIBITS
Exhibit
Number
Description
Page # in
Sequential
Numbering
System

1.1(1)
Memorandum and Articles of Incorporation of
the Registrant, as amended
N/A

1.2(1)
Certificate of Registration of an Extra-territorial
Company  Northwest Territories
N/A

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

4.2(1)
Contracts of Mining Exploration and of Promise of
Assignment of Rights, dated November 19,
1998, between Felix Gomez Garcia, acting on his own
behalf and in the name of Alberta Esthela
Gomez Gomez, acting in the name of and on behalf of
Romualda Gomez Lopez de Gomez, and
Polo Y Ron Minerales, S.A. de C.V.
N/A

4.3(1)
Contracts of Mining Exploration and of Promise of
Assignment of Rights, dated November 19,
1998, between Felix Gomez Garcia, acting on his own
behalf and in the name of and on behalf
of Zenon Flores Damian and on behalf of Romualda
Gomez Lopez de Gomez, and Polo Y Ron
Minerales, S.A. de C.V.
N/A

4.4(1)
Joint Venture and Subscription Agreement, dated March
19, 1999, between International Capri
Resources, S.A. de C.V., the Registrant, Arngre, Inc.,
 Zacualpan Minerals, LLC, and Alan Stier
N/A

4.5(1)
Contract of Assignment of Rights, dated December 11,
 1998, between Polo Y Ron Minerales,
S.A. de C.V. and International Capri Resources, S.A. de C.V.
N/A

4.6(1)
Letter Agreement, dated February 13, 1999, between the
Registrant and TNK Resources Inc.
N/A

4.7(1)
Property Option Agreement, dated April 14, 1999, between the
Registrant and TNK Resources
Inc.
N/A

4.8(1)
Management Services Agreement, dated July 1, 1994, between
the Registrant and Alan P. Stier
N/A

4.9(1)
Amendment to Management Services Agreement, dated
 November 1, 1996, between the
Registrant and Caral Enterprises
N/A

4.10(1)
Amendment Agreement between Mr. Felix Gomez Garcia
and International Capri Resources,
S.A. De C.V. dated July 7, 1999, related to El Quinto
II and El Cometa Navideno.
N/A

4.11(1)
Amendment Agreement between Mr. Hector Esquivel
Esparza and International Capri
Resources, S.A. De C.V. dated July 7, 1999, related
 to El Volado and La Cadena.
N/A

4.12(1)
Amendment Agreement between Mr. Felix Gomez Garcia
 and International Capri Resources,
S.A. De C.V. dated July 7, 1999, related to Los Compadres.
N/A


4.13(3)
Amendment Agreement between Mr. Felix Gomez Garcia
and International Capri Resources,
S.A. De C.V. dated February 3, 2000, related to El
Quinto II and El Cometa Navideno.
 N/A

4.14(3)
Amendment Agreement between Mr. Hector Esquivel
Esparza and International Capri
Resources, S.A. De C.V. dated February 1, 2000,
related to El Volado and La Cadena.
 N/A

4.15(3)
Amendment Agreement between Mr. Felix Gomez Garcia
and International Capri Resources,
S.A. De C.V. dated February 3, 2000, related to Los Compadres.
 N/A

4.16(4)
Option Plan
 N/A

4.17(5)
Asset Purchase Agreement between Cyber Station of
Victoria Ltd. and International Capri
Resources Ltd., dated April 11, 2000.
 N/A

4.18(5)
Consulting Agreement between Yellow Pearl, Inc. and
International Capri Resources Ltd., dated
May 16, 2000.
 N/A

4.19(5)
Assignment of Right To Purchase Agreement between
King Capital Corporation and
International Capri Resources Ltd., dated April 7, 2000.
 N/A

4.20(5)
Settlement Agreement between King Capital Corporation,
 Kenneth Sherwood, Pamela  Sherwood, Richard Bennett,
 Lavernbe Bennett, John Roebuck, Marilyn Roebuck, Duncan Hopp,
Cherie Hopp, David Davies, and Thomas Campbell and
International Capri Resources Ltd.,  dated June 19, 2000.
 N/A

4.21(5)
Warrant Agreement between Malcolm G. McMicken, in trust,
and International Capri Resources
Ltd., dated June 19, 2000.
 N/A

4.22(6)
Option Agreement between Dover Investments Limited and
Apiva.com Web Corporation, dated
September 5, 2001.
 N/A

4.23(1)
Certificate of Consent of Alex Burton, P. Eng., P. Geo.
 N/A

4.24(1)
Certificate of Consent of Juan Jose Cabuto Vidria, Mining Engineer
 N/A

12.1
Certification pursuant to Section 302 of the 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 Yorkshire, England as of July 12, 2007.

APIVA VENTURES LIMITED
Per:
/s/ Christopher Dean

Christopher Dean, President



/s/ Nicholas Alexander

Nicholas Alexander, Secretary

























MADSEN & ASSOCIATES, CPAs 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, 2006 and the related statements of operations,
stockholders equity, and cash flows for the  years
ended December 31, 2006 and 2005  and the period January
1, 2000  (date of inception of development stage) to
December 31, 2006.  These financial statements are the
responsibility of the Companys 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, 2006,
 and the results of  operations, and  cash flows for the
years ended December 31, 2006 and 2005 and the period January
1, 2000   to December 31, 2006,  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 10, 2007
s/Madsen & Associates, CPAs Inc.


APIVA VENTURES LIMITED
(Development Stage Company)
BALANCE SHEET
December 31, 2006


ASSETS
CURRENT ASSETS
Cash on hand	             $   2,100


Total Assets                 $   2,100



LIABILITIES AND STOCKHOLDERS DEFICIT
CURRENT LIABILITIES

Accounts payable             $  20,138
Accrued interest payable        16,285
Notes payable                  108,790


Total Current Liabilities      145,213

STOCKHOLDERS DEFICIT

Common stock
 100,000,000 shares authorized at no par value
 15,789,619 shares issued
 and outstanding             9,792,001
Additional paid-in capital     874,338
Accumulated comprehensive loss (40,204)
Accumulated deficit        (10,769,248)

Total Stockholders Deficit    (143,113)
                             $   2,100



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










APIVA VENTURES LIMITED
(Development Stage Company)
STATEMENT OF OPERATIONS
For the Years Ended December 31, 2006 and 2005 and
the Period January 1, 2000 (Date of Inception of
Development Stage) to December 31, 2006

                         			Jan 1, 2000
                   Dec 31,          Dec 31,      to Dec 31,
                    2006             20005            2006
REVENUES	$      -         $      -     $       -
EXPENSES

Administration	    15,427	     45,150  	2,061,728
Amortization	     -                 - 	   67,333

NET LOSS from
operations        (15,427)	    (45,150) 	 (2,129,061)

OTHER INCOME AND EXPENSES

Valuation of
conversion rights (42,066)          (21,033)      (63,099)

Interest
income (expense)  (16,285)            - 	   5,703

Gain on settlement
of accounts
 payable           26,317             -            26,317

 Income distribution
 from partnership    -   	      -           179,404

Gain (loss) on sale
and disposal
 of assets           -                 - 	 (956,940)

NET LOSS            (47,461)	 (66,183) 	 (2,937,909)

Foreign exchange
adjustment             (408)      (1,821)           169,662

NET COMPREHENSIVE
LOSS              $ (47,869)	$ (68,004) 	$ (2,768,247)


NET LOSS PER COMMON SHARE

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


AVERAGE OUTSTANDING SHARES  (stated in 1,000s)

 Basic	 	      15,790	     15,790
Diluted               28,300         28,300

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





APIVA VENTURES LIMITED
(Development Stage Company)STATEMENT OF CHANGES
 IN STOCKHOLDERS' EQUITY
Period January 1, 2000 (Date of Commencement of
Development Stage) to December 31, 2006
                                       Common Stock              Additional
                                    Shares        Amount       Paid in Capital

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

Issuance of stock for
private placement                1,041,000      1,276,835              -

Issuance of stock for
exercise of options              1,307,000        213,288              -

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 end
December 31, 2002	             -	                   -	            -

Foreign exchange rate adjustment     -                     -                -

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

Net operating profit for the year ended
December 31, 2003		     -		            -	             -

Foreign exchange rate
adjustment                           -                      -                -

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

Net operating loss for the
 year ended
December 31, 2004		     -			    -	              -

Foreign exchange
rate adjustment                      -                      -                 -

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

Net operating loss
for the year ended
December 31, 2005                    -                   -                     -

Valuation of conversion rights       -                   -                21,033

Foreign exchange
rate adjustment                      -                   -                     -

Balance December 31, 2005         15,789,619        9,792,001            832,272

Net operating loss for
 the year ended
December 31, 2006                    -                    -                    -

Valuation of conversion rights       -                    -               42,066

Foreign exchange rate
adjustment                           -                    -                    -

Balance December 31, 2006         15,789,619        $9,792,001          $874,338


						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 end
December 31, 2002			           (179,005)	        -

Foreign exchange rate adjustment                       -             (7,639)

Balance December 31, 2002	                (10,592,856)         (40,596)

Net operating profit for the year ended
December 31, 2003			            18,900               -

Foreign exchange rate adjustment                       -               7,881

Balance December 31, 2003                       (10,573,956)          (32,715)

Net operating loss for the year ended
      December 31, 2004			           (81,648)	           -

Foreign exchange rate adjustment                        -              (5,260)

Balance December 31, 2004                       (10,655,604)           (37,975)

Net operating loss for the year ended
     December 31, 2005                             (66,183)                -

Valuation of conversion rights                         -                   -

 Foreign exchange rate adjustment                      -               (1,821)

Balance December 31, 2005                       (10,721,787)           (39,796)

Net operating loss for the year ended
December 31, 2006                                   (47,461)                -

Valuation of conversion rights                      -                       -

Foreign exchange rate adjustment                    -                  (408)


Balance December 31, 2006                      $(10,769,248)         $(40,204)







The accompanying notes are an integral part of these financial statements

APIVA VENTURES LIMITED
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2006 and 2005 and the Period
January 1, 2000 (Commencement of Development Stage) to December 31, 2006





				Dec 31		Dec31		Jan 1, 2000 to
				2006		2005		Dec 31, 2006


CASH FLOWS FROM
OPERATING ACTIVITIES
Net profit (loss)           $  (47,461)     $ (66,183)	       $ (2,937,909)

Adjustments to
reconcile net loss to
net cash provided
by operating activities:
Valuation of
conversion rights               42,066         21,033               60,099

Stock options and
stock based compensation	   -             -                  697,960

Amortization		           -    	 - 	             11,715

Net losses on sale
and disposal of assets		   -   	          -  	            956,940

Valuation adjustment
of account receivable	           -   	          -  	             55,618

Change in accounts payable	(54,979)   	45,973  	    (612,114)

Net Change in Cash
 From Operations	        (60,374)  	  823 	           (1,748,406)

CASH FLOWS FROM
INVESTING ACTIVITIES	 	   -   	         -   	               -

CASH FLOWS FROM
FINANCING ACTIVITIES

Increase in notes payable        62,882            -                 62,882

Proceeds from issuance
of capital stock 	    	   -               -       	  1,517,962

	   			 62,882           -               1,643,641


EXCHANGE RATE ADJUSTMENT	 (408) 	        (1,821)   	    169,662

Net Increase (Decrease)
 in Cash	                 2,100  	  (998)   	      2,100

Cash at Beginning of Period	  -                998                   -

Cash at End of Period         $  2,100        $      -          $    2,100

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

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



APIVA VENTURES LIMITED
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2006

1.	ORGANIZATION

The Company was incorporated under the laws of British
Columbia, Canada on June 20, 1980. Since its
incorporation the Company completed several name and
authorized stock changes resulting in its
present name and authorized common stock of 100,000,000
shares with no par value.

During 1999 the company abandoned its principal business
 activity, the development and operations of
mineral properties, and has since been in the development stage.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

Estimates and Assumptions
Management uses estimates and assumptions in preparing financial
 statements in accordance with  generally accepted accounting
 principles.  Those estimates and assumptions affect the reported amounts
of the assets and liabilities, the disclosure of contingent assets
 and liabilities, and the reported revenues  and expenses. Actual
results could vary from the estimates that were assumed in preparing these
financial statements.

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






APIVA VENTURES LIMITED
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2006

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, 2006 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 Companys
 operations.  Assets and  liabilities are translated into U.S. dollars
at the rate of exchange in effect at the balance sheet date.  Revenues
 and expenses are translated into U.S. dollars at average exchange rates
 prevailing during the year.  Resulting translation adjustments are
included in accumulated comprehensive losses.

Stock-Based Compensation
                 The Company accounts for stock based
 compensation  using the fair value method.

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

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

Recent Accounting Pronouncements
                 The Company does not expect that
the adoption of other recent accounting pronouncements will have a
material impact on its financial statements.


APIVA VENTURES LIMITED
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 2006

3.  PROMISSORY AND OTHER NOTES PAYABLE

The Company  has  two 10%, demand  notes outstanding,  due
to former officers,  resulting  from
accrued management fees during 2005 and 2004 totaling
$45,908, and a 10%, demand note due an
unrelated party  resulting from loans received in 2006
 of $62,882.  Accrued  interest  on the above notes
in the amount of $16,285 has been provided.

Any unpaid amounts on the above notes, including accrued
interest,  is convertible to common stock at
$.01 per share, at the option of the note holder,  for as
 long as a balance remains unpaid, equaling
approximately 12,507,000 shares on December 31, 2006.

A  provision for the valuation of the conversion rights has
 been provided and is shown as an expense in
the statement of operations and was computed using the Black-Scholes
 (BSM)  model.

4.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

The Company issued 63,000,000  common shares to officers-directors
 during June 2007 for services,
subsequent to  December 31, 2006,   representing   80% of the
outstanding shares, after the issue.

5.  GOING CONCERN

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