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

FORM 20-F

(Mark One)** ̈******Registration statement pursuant to Section 12(b) or (g) of the Securities
  Exchange Act of 1934,

OR

x   
  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
  of 1934, 
  For the fiscal year ended December 31, 2003

OR

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

Commission file number:0-18860

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

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

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

Securities registered or to be registered pursuant to Section
  12(b) of the Act: **NONE**

Securities registered or to be registered pursuant to Section
  12(g) of the Act: **NONE**

Securities for which there is a reporting obligation pursuant
  Section 15(d) of the Act:**Common Shares without par value**(Title of Class)

Indicate the number of outstanding shares of each of the Registrant's
  classes of capital or common stock as of the close of the period covered by
  the annual report.

December 31, 2003: 15,789,619 common shares without par
  value

Indicate by check mark whether the registrant (1) has filed
  all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934 during the preceding 12 months (or for such shorter period that
  the registrant was required to file such reports), and (2) has been subject
  to such filing requirements for the past 90 days. 
  Yes x
  No ** ̈******

Indicate by check mark which financial statement item the registrant
  has elected to follow. 
  Item 17 x
  Item 18 ** ̈******

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 20-FTABLE OF CONTENTS

|PART I |          |                                                             |                                                               | 1 
|------ | -------- | ----------------------------------------------------------- | ------------------------------------------------------------- | --
|       | ITEM 1.  | IDENTITY OF
      DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1                                                            
|       | ITEM 2.  | OFFER STATISTICS
      AND EXPECTED TIMETABLE               | 1                                                            
|       | ITEM 3.  | KEY INFORMATION                                             | 1                                                            
|       |          | 3.A                                                         | Selected Financial Data                                       | 1 
|       |          | 3.B                                                         | Capitalization and Indebtedness                               | 3 
|       |          | 3.C                                                         | Reasons for the Offer and
      Use of Proceeds               | 3 
|       |          | 3.D                                                         | Risk Factors                                                  | 3 
|       | ITEM 4.  | INFORMATION
      ON THE COMPANY                            | 8                                                            
|       |          | 4.A                                                         | History and Development
      of the Company                  | 8 
|       |          | 4.B                                                         | Business Overview                                             | 9 
|       |          | 4.C                                                         | Organizational Structure                                      | 11
|       |          | 4.D                                                         | Property, Plants and Equipment                                | 11
|       | ITEM 5.  | OPERATING AND
      FINANCIAL REVIEW AND PROSPECTS          | 11                                                           
|       | ITEM 6.  | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES            | 16                                                           
|       |          | 6.A                                                         | Directors and Senior Management                               | 16
|       |          | 6.B                                                         | Compensation                                                  | 17
|       |          | 6.C                                                         | Board Practices                                               | 21
|       |          | 6.D                                                         | Employees                                                     | 22
|       |          | 6.E                                                         | Share Ownership                                               | 22
|       | ITEM 7.  | MAJOR SHAREHOLDERS
      AND RELATED PARTY TRANSACTIONS     | 23                                                           
|       |          | 7.A                                                         | Major Shareholders                                            | 23
|       |          | 7.B                                                         | Related Party Transactions                                    | 24
|       |          | 7.C                                                         | Interests of Experts and
      Counsel                        | 25
|       | ITEM 8.  | FINANCIAL INFORMATION                                       | 25                                                           
|       |          | 8.A                                                         | Consolidated Statements
      and Other Financial Information | 25
|       |          | 8.B                                                         | Significant Changes                                           | 26
|       | ITEM 9.  | THE OFFER AND
      LISTING                                 | 26                                                           
|       |          | 9.A                                                         | Offer and Listing Details                                     | 26
|       |          | 9.B                                                         | Plan of Distribution                                          | 27
|       |          | 9.C                                                         | Markets                                                       | 27
|       |          | 9.D                                                         | Selling Shareholders                                          | 27
|       |          | 9.E                                                         | Dilution                                                      | 27
|       |          | 9.F                                                         | Expenses of the Issue                                         | 27
|       | ITEM 10. | ADDITIONAL INFORMATION                                      | 28                                                           
|       |          | 10.A                                                        | Share Capital                                                 | 28
|       |          | 10.B                                                        | Memorandum and Articles
      of Association                  | 28
|       |          | 10.C                                                        | Material Contracts                                            | 30
|       |          | 10.D                                                        | Exchange Controls                                             | 30

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|         |          | 10.E                                                                                              | Taxation                                                                     | 30
|-------- | -------- | ------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | --
|         |          | 10.F                                                                                              | Dividends and Paying Agents                                                  | 36
|         |          | 10.G                                                                                              | Statement by Experts                                                         | 36
|         |          | 10.H                                                                                              | Documents on Display                                                         | 36
|         |          | 10.I                                                                                              | Subsidiary Information                                                       | 36
|         | ITEM 11. | QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK                                  | 36                                                                          
|         | ITEM 12. | DESCRIPTION OF SECURITIES
      OTHER THAN EQUITY SECURITIES                                      | 36                                                                          
|PART II  |          |                                                                                                   |                                                                              | 37
|         | ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES
      AND DELINQUENCIES                                             | 37                                                                          
|         | ITEM 14. | MATERIAL MODIFICATIONS TO
      THE RIGHTS SECURITY HOLDERS AND USE OF PROCEEDS                   | 37                                                                          
|         | ITEM 15. | CONTROLS AND PROCEDURES                                                                           | 37                                                                          
|         | ITEM 16. | AUDIT COMMITTEE FINANCIAL
      EXPERT, CODE OF ETHICS AND PRINCIPAL ACCOUNTANT FEES AND SERVICES | 37                                                                          
|         |          | 16.A                                                                                              | Audit Committee Financial Expert                                             | 37
|         |          | 16.B                                                                                              | Code of Ethics                                                               | 38
|         |          | 16.C                                                                                              | Principal Accountant Fees and Services                                       | 38
|         |          | 16.D                                                                                              | Exemptions from the Listing Standards
      for Audit Committees             | 39
|         |          | 16.E                                                                                              | Purchases of Equity Securities by the
      Issuer and Affiliated Purchasers | 39
|PART III |          |                                                                                                   |                                                                              | 39
|         | ITEM 17. | FINANCIAL STATEMENTS                                                                              | 39                                                                          
|         | ITEM 18. | FINANCIAL STATEMENTS                                                                              | 39                                                                          
|         | ITEM 19. | EXHIBITS                                                                                          | 39                                                                          

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

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

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

PART I

ITEM 1.             IDENTITY
  OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

This Form 20-F is being filed as an annual report under the
  Exchange Act, and accordingly, the information called for in Item 1 is not required.

ITEM 2.             OFFER
  STATISTICS AND EXPECTED TIMETABLE

This Form 20-F is being filed as an annual report under the
  Exchange Act, and accordingly, the information called for in Item 2 is not required.

ITEM 3.             KEY
  INFORMATION

3.A            Selected
  Financial Data

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

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  Apiva Ventures LimitedForm 20-F

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|                                  | Year Ended December 31 (in Canadian Dollars)
|--------------------------------- | --------------------------------------------
|                                  | 2003                                        
|Other Income                      | $244,968                                    
|General & Administrative Expenses | 164,190                                     
|Net Income (Loss)                 |                                             
|Canadian GAAP                     | 25,778                                      
|US GAAP                           | 25,778                                      
|Net Income (Loss) per Share       |                                             
|Canadian GAAP                     | 0.01                                        
|US GAAP                           | 0.01                                        
|Working Capital                   | (65,368)                                    
|Total Assets                      |                                             
|Canadian GAAP                     | 64,685                                      
|US GAAP                           | 64,685                                      
|Total Liabilities                 | 69,119                                      
|Shareholders' Equity              |                                             
|Canadian GAAP                     | (4,434)                                     
|US GAAP                           | (4,434)                                     
|Long-term Obligations             | ---                                         
|Outstanding Share Capital         | 15,789,619                                  
|Fully Diluted Number of Shares    | 18,143,619                                  

The Registrant has paid no dividends on its shares since incorporation
  and does not anticipate doing so for the foreseeable future. The declaration
  of dividends on the common shares of the Registrant is within the discretion
  of the Registrant's board of directors and will depend upon, among other factors,
  earnings, capital requirements, and the operating and financial condition of
  the Registrant.

Apiva has had no material long-term debt and has paid no cash
  or share dividends over the last five years.

On June 30, 2004, the Bank of Canada closing rate for the
  conversion of one United States dollar into Canadian dollars was CAD$1.3404.

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

|Month    | Year | High (CAD$) | Low (CAD$)
|-------- | ---- | ----------- | ----------
|January  | 2004 | 1.3013      | 1.2913    
|February | 2004 | 1.3352      | 1.3241    
|March    | 2004 | 1.3339      | 1.3236    
|April    | 2004 | 1.3467      | 1.3370    
|May      | 2004 | 1.3829      | 1.3733    
|June     | 2004 | 1.3753      | 1.3404    

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

 2 
  Apiva Ventures LimitedForm 20-F

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|Year | Rate  
|---- | ------
|1999 | 1.4857
|2000 | 1.4854
|2001 | 1.5489
|2002 | 1.5703
|2003 | 1.4015

3.B            Capitalization
  and Indebtedness

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

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

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

3.D            Risk
  Factors

The following is a brief discussion of those distinctive or
  special characteristics of the Registrant's operations and industry that may
  have a material impact on, or constitute risk factors in respect of, the Registrant's
  future financial performance.

THE REGISTRANT CURRENTLY HAS NO ACTIVE BUSINESS OPERATIONS,
  WHICH MAKES IT DIFFICULT TO PREDICT ITS FUTURE PERFORMANCE.

The Registrant abandoned substantially all of its mining properties
  in the fourth quarter of 2002. As a result, the Registrant currently has no
  active business operations and does not anticipate it will generate any revenues
  from operations until it can identify and implement a commercially viable business
  opportunity. The Registrant is in the process of evaluating business opportunities,
  including acquisition of interests in mineral exploration properties. The Registrant,
  however, has no current arrangements to acquire or implement such opportunities
  and there can be no assurance that the Registrant will implement such opportunities
  on a timely basis, if at all. The Registrant believes that period-to-period
  comparisons of financial results are not necessarily meaningful and should not
  be relied upon as an indication of future performance.

THE REGISTRANT HAS NO REVENUES AND A HISTORY OF LOSSES,
  WHICH MAKE ITS ABILITY TO CONTINUE AS A GOING CONCERN QUESTIONABLE.

The Registrant currently has no active business or cash flow
  from operations. The Registrant has a history of losses, including net income
  of $25,778in 2003 and net losses of $263,012 in 2002, $648,225 in 2001
  and $3,213,853 in 2000 (fiscal years). The Registrant has not earned any material
  revenue in recent years and has never been profitable. The Registrant is in
  the process of evaluating possible business opportunities; however, it has no
  arrangements to pursue such opportunities. There can be no assurance that the
  Registrant will successfully implement a commercially viable business opportunity
  or that the Registrant be profitable on a quarterly or annual basis. In addition,
  if the Registrant plans to acquire an operating business entity or exploration
  properties, its

 3 
  Apiva Ventures LimitedForm 20-F

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operating expenses will increase significantly, and the Registrant
  may require additional financing to pursue such opportunities.

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

As of December 31, 2003, the Registrant had a working capital
  deficit of approximately $65,368 and cash and cash equivalents of $1,308. In
  order to pursue additional business opportunities, the Registrant will be required
  to raise additional financing. The Registrant currently has no arrangements
  to acquire or implement any business opportunities and the amount of additional
  capital required to be raised by the Registrant is uncertain. The Registrant
  anticipates raising additional capital through sales of equity and/or debt;
  however, there can be no assurance that the Registrant will be able to obtain
  adequate financing to support its operations. The Registrant's ability to raise
  additional financing will be dependent on a number of factors, some of which
  are beyond its control, including the business opportunities pursued by the
  Registrant; trends in the economy and equity markets; the amount of financing
  required to be raised and the Registrant's ability to implement the business
  strategy pursued by the Registrant.

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

In their independent auditor's report dated April 23, 2004,
  Davidson & Company, the Registrant's auditors, expressed substantial doubt
  about the Registrant's ability to continue as a going concern due to lack of
  working capital and other factors affecting the Registrant's business. The Registrant
  cannot assure you that it will acquire a commercially viable business opportunity
  or additional financing required to capitalize on such opportunity will be available
  on acceptable terms. See the disclosure regarding forward-looking statements
  in item 5G. Furthermore, any issuance of additional securities may result in
  dilution to the then existing shareholders. If adequate funds are not available,
  the Registrant will lack sufficient capital to pursue its business plan fully,
  which will have a material adverse effect the Registrant's ability to continue
  as a going concern.

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

As part of its business strategy, the Registrant intends to
  acquire, make investments in, and enter into strategic alliances with as yet
  unidentified operating companies. The Registrant has had preliminary discussions
  to acquire working interests in mineral exploration properties and oil and gas
  exploration properties. Any such future acquisitions, investments or strategic
  alliances would involve risks, such as incorrect assessment of the value, strengths
  and weaknesses of acquisition and investment opportunities; underestimating
  the exploration potential of such properties and obtaining financing to meet
  the Registrant's obligations in connection with such acquisition.

There can be no assurance that the Registrant will be able
  to finalize any acquisitions or successfully overcome these risks. Moreover,
  the Registrant cannot be certain that any desired acquisition, investment or
  strategic alliance can be made in a timely manner or on terms and conditions
  acceptable to the Registrant or that the Registrant will be successful in identifying
  attractive business opportunities. The Registrant expects that competition for
  such acquisitions may be significant. The Registrant may compete with others
  who have similar acquisition strategies, many of whom may be larger and have
  greater financial and other resources than the Registrant.

 4  
  Apiva Ventures LimitedForm 20-F

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EXPLORATION PROGRAMS FOR ANY MINERAL OR OIL AND GAS PROPERTIES
  ACQUIRED ARE INHERENTLY RISKY AND IT MAY BE DIFFICULT TO OBTAIN THE FINANCING
  REQUIRED TO CARRY OUT ANY PROPOSED EXPLORATION PROGRAMS IN THE FUTURE.

Exploration for minerals or oil and gas is a speculative business
  necessarily involving a high degree of risk. Few properties that are explored
  are ultimately developed into producing mines or producing wells. There is no
  assurance that any potential expenditures made by the Registrant on any potential
  mineral or oil and gas properties will result in discoveries of commercial quantities.
  The Registrant has not successfully developed any mineral or oil and gas properties
  or defined any commercially viable mineral or oil and gas deposits on any of
  its previous properties.

If the Registrant's possible future exploration programs successfully
  identify commercially viable mineral or oil and gas deposits on its property,
  the Registrant will be required to raise additional financing to develop such
  property and to place such property into commercial production.

THE REGISTRANT'S POSSIBLE FUTURE PROPERTIES MAY BE SUBJECT
  TO CURRENT AND FUTURE ENVIRONMENTAL REGULATIONS, WHICH MAY ADVERSELY AFFECT
  THE REGISTRANT'S ABILITY TO DEVELOP ITS PROPERTIES OR MAKE SUCH DEVELOPMENT
  ECONOMICALLY UNFEASIBLE.

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

SOME OF THE DIRECTORS AND OFFICERS OF THE REGISTRANT MAY
  ALSO SERVE AS DIRECTORS AND OFFICERS OF OTHER COMPANIES, WHICH MAY GIVE RISE
  TO POTENTIAL CONFLICTS OF INTEREST.

Certain directors and officers of the Registrant are, or may
  become, officers and/or directors of, or are associated with other companies.
  Such associations may give rise to conflicts of interest from time to time.
  The directors are required by law, however, to act honestly and in good faith
  with a view to the best interests of the Registrant and its shareholders and
  to disclose 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

 5  
  Apiva Ventures LimitedForm 20-F

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concluding terms respecting the extent of such participation.
  In the event that such a conflict of interest arises at a meeting of the Registrant's
  directors, a director who has such a conflict will abstain from voting for or
  against the approval of such a participation or such terms.

All of the Registrant's current officers devote, on average,
  at least 10 hours per week to the Registrant. While the Registrant believes
  that such officers and directors devote adequate time to effectively manage
  the Registrant, there can be no assurance that such other positions will not
  negatively impact an officer's or director's duties for the Registrant.

THE LOSS OF KEY MANAGEMENT PERSONNEL MAY ADVERSELY AFFECT
  THE REGISTRANT'S BUSINESS AND RESULTS OF OPERATIONS.

The success of the operations and activities of the Registrant
  is dependent to a significant extent on the efforts and abilities of its management.
  Investors must be willing to rely to a significant extent on their discretion
  and judgment. The Registrant does not maintain key employee insurance on any
  of its employees.

THE REGISTRANT HAS NO HISTORY OF DIVIDENDS AND DOES NOT
  INTEND TO DECLARE DIVIDENDS IN THE NEAR FUTURE, WHICH MAY ADVERSELY AFFECT THE
  VALUE OF ITS COMMON SHARES.

The Registrant has not, since the date of its incorporation,
  declared or paid any dividends on its common shares and does not currently intend
  to pay dividends. Earnings, if any, will be retained to finance further growth
  and development of the business of the Registrant.

THE REGISTRANT HAS RESERVED 2,354,000 COMMON SHARES FOR
  FUTURE ISSUANCE, WHICH IF ISSUED MAY CAUSE DILUTION IN THE VALUE OF CURRENTLY
  ISSUED AND OUTSTANDING SHARES.

As of June 30, 2004, the Registrant has reserved 1,254,000
  common shares for issuance on the exercise of incentive stock options and 1,100,000
  common shares for issuance on the exercise of share purchase warrants. Such
  common shares, if fully exercised, would constitute 12.97% of the Registrant's
  share capital. The exercise of such options and warrants and the subsequent
  resale of such common share in the public market could adversely affect the
  prevailing market price and the Registrant's ability to raise equity capital
  in the future at a time and price which it deems appropriate. The Registrant
  may also enter into commitments in the future which would require the issuance
  of additional common shares and the Registrant may grant additional share purchase
  warrants and stock options. See "Options to Purchase Securities From Registrant
  or Subsidiaries."

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

The Registrant is incorporated under the laws of the Canada.
  A majority of the Registrant's directors and officers are residents of Canada,
  and substantially all of the Registrant's assets are located outside of the
  United States. Consequently, it may be difficult for United States investors
  to effect service of process within the United States upon those directors or
  officers who are not residents of the United States, or to realize in the United
  States upon judgments of United States courts predicated upon civil liabilities
  under the United States Securities Exchange Act of 1934, as amended. A judgement
  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 judgement
  was obtained had jurisdiction, as determined by the Canadian court, in the matter.
  There is substantial doubt whether an original action could be

 6  
  Apiva Ventures LimitedForm 20-F

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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 2003, WHICH MAY HAVE A MATERIAL EFFECT ON U.S. HOLDERS.

The Registrant believes it was a "passive foreign investment
  company" ("PFIC") during 2003, which may have a material effect on US Holders.
  Certain United States income tax legislation contains rules governing Prices
  which can have significant tax effects on US Holders of foreign corporations.
  A US Holder who holds stock in a foreign corporation during any year in which
  such corporation qualifies as a PFIC is subject to United States federal income
  taxation under one of two alternative tax regimes at the election of each such
  US Holder. See "Taxation  United States Federal Tax Consequences."

BROKER-DEALERS MAY BE DISCOURAGED FROM EFFECTING TRANSACTIONS
  IN THE REGISTRANT'S SHARES BECAUSE THEY ARE CONSIDERED PENNY STOCKS AND ARE
  SUBJECT TO THE PENNY STOCK RULES.

Rules 15g-1 through 15g-9 promulgated under the Exchange Act
  impose sales practice and disclosure requirements on certain brokers-dealers
  who engage in certain transactions involving "a penny stock." Subject to certain
  exceptions, a penny stock generally includes any non-NASDAQ equity security
  that has a market price of less than US$5.00 per share. The market price of
  the Registrant's shares over the last four quarters ended December 31, 2003
  ranged between US $0.01 (low) and US $0.12 (high) and the Registrant's shares
  are deemed penny stock for the purposes of the Exchange Act. The additional
  sales practice and disclosure requirements imposed upon brokers-dealers may
  discourage broker-dealers from effecting transactions in our shares, which could
  severely limit the market liquidity of the shares and impede the sale of our
  shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling
  penny stock to anyone other than an established customer or "accredited investor,"
  generally, an individual with net worth in excess of US$1,000,000 or an annual
  income exceeding US$200,000, or US$300,000 together with his or her spouse,
  must make a special suitability determination for the purchaser and must receive
  the purchaser's written consent to the transaction prior to sale, unless the
  broker-dealer or the transaction is otherwise exempt. In addition, the penny
  stock regulations require the broker-dealer to deliver, prior to any transaction
  involving a penny stock, a disclosure schedule prepared by the Commission relating
  to the penny stock market, unless the broker-dealer or the transaction is otherwise
  exempt. A broker-dealer is also required to disclose commissions payable to
  the broker-dealer and the registered representative and current quotations for
  the securities. Finally, a broker-dealer is required to send monthly statements
  disclosing recent price information with respect to the penny stock held in
  a customer's account and information with respect to the limited market in penny
  stocks.

COMPANY CEASE TRADED IN BRITISH COLUMBIA.

The Company is a reporting company in the Province of British
  Columbia, Canada. On June 10, 2003, it was cease traded by the British Columbia
  Securities Commission ("BCSC") for failure to file its December 31, 2002 audited
  financials statements by the required date in May, 2003 and failure to file
  its quarterly statement for March 31, 2003. The financial statements were eventually
  filed on June 18 and 25, 2003 respectively. The cease trade order is still in
  effect as the BCSC has required the Registrant to first show a positive working
  capital and to, potentially, meet additional requirements which have not, at
  this time, been specified in writing to the Registrant. A copy of the cease
  trade order is available at www.bcsc.bc.ca. The Registrant cannot, at this time,
  and may not be able to show a positive working capital, or to meet any additional
  requirements imposed by the BCSC, with the result that it may remain cease traded
  in the Province of British Columbia. Shareholders of the Registrant should seek
  advice from their own legal counsel to determine what effect, if any, the cease
  trade order will have on a shareholders ability to

 7  
  Apiva Ventures LimitedForm 20-F

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transfer or sell their shares, or to acquire further shares,
  and on the value of securities of the Registrant and the likelihood of additional
  jurisdictions, including the U.S., imposing similar orders against the Registrant.

ITEM 4.             
  INFORMATION ON THE COMPANY


4.A            
  History and Development of the Company

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

Incorporation and Reporting Status The name of the Registrant is "Apiva Ventures Limited"


The Registrant was incorporated on June 20, 1980 under the
  name Cascade Explorations Ltd. by registration of its Memorandum and Articles
  under the Company Act (British Columbia). The Registrant subsequently
  changed its name to "Capri Resources Ltd." on May 12, 1983, and to "International
  Capri Resources Ltd." on December 24, 1987. Effective July 19, 2000, the Registrant
  changed its name to "Apiva.com Web Corporation" and on December 18, 2001, the
  Registrant changed its name to "Apiva Ventures Limited".

The Registrant is a reporting issuer in Canada under the Securities
  Act(British Columbia) the Securities Act(Alberta) and the Securities
  Act (Ontario). The Registrant's common shares commenced trading on the Vancouver
  Stock Exchange on July 12, 1983 and were voluntarily delisted from the Canadian
  Venture Exchange (formerly the Vancouver Stock Exchange and now known as the
  TSX Venture Exchange) (the "CDNX") on March 2, 2000. The Registrant's
  common shares are listed on the NASD Over The Counter/Bulletin Board.

Current Business Address

The Registrant's head office is located at:

16-6350 48A Avenue 
  Delta, BC V4K 4W3 
  Tel/Fax: (604) 940-1555

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

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

Introduction

See Item 4.B

Early Developments

See Item 4.B.

 8  
  Apiva Ventures LimitedForm 20-F

---

4.B            Business
  Overview

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

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

The Registrant is in the business of identifying and reviewing
  opportunities in the technology industry and in mineral, oil and gas exploration.
  During the year ended December 31, 2003, the Registrant had no active business
  operations other than identifying and reviewing business opportunities.

During the current year, the Company has continued to look
  for acquisitions. The Registrant's future financial performance largely depends
  on the success of any opportunities in the technology area which it may identify
  or any properties of merit in the mineral or oil and gas industries which it
  may identify and acquire an interest in. The failure to successfully identify
  and develop any of its opportunities may have a material adverse effect on the
  Registrant's business and results of operations.

The Company loaned $115,834 to a company controlled by a former
  director of the Company during the current year without appropriate board of
  directors approval. In July 2003, the Company filed a legal claim against this
  company to recover the full amount of the loan. Pursuant to a court order and
  garnishee action, the Company received $29,899 subsequent to December 31, 2003.
  The company controlled by the former director was then placed into receivership.
  The Company expects to receive approximately $30,935 from the bankruptcy trustee
  and has accordingly, written down the remaining balance by $55,000 at December
  31, 2003

In June 2003 the Registrant announced that William Gardiner
  resigned as President, Chief Executive Officer and as a director of the Registrant
  and that Ronald W. Noble had been appointed as the President of the Company.

During the 2002 fiscal year, the Company formed a general
  partnership, 2002 Alberta Oil & Gas Co., (the "General Partnership"), with
  two other companies. The General Partnership acquired an interest in the 1999
  Investment Co. Limited Partnership (the "Limited Partnership"). The Limited
  Partnership is an Alberta limited partnership involved in the petroleum and
  natural gas industry. Its assets consist primarily of royalties on petroleum
  and natural gas wells and related processing plants and facilities located in
  Alberta. The Company has a 27.66% interest in the General Partnership. Subsequent
  to that year-end, the Company received a cash distribution of $244,794 from
  the General Partnership and no further material cash flows are expected to be
  received in the near future.

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

In April and May 2002 the Registrant announced its acquisition
  of a 37.5% working interest in approximately 250,000 hectares of mineral exploration
  lands in Mongolia through an Option and Joint Venture Agreement with Bell Coast
  Capital Corporation ("Bell"), a Canadian public company. Under terms of the
  Agreement, the Company was required to pay Bell up to US $125,000 in cash and
  issue 715,000 shares of the Company's common stock. The Company has paid US
  $40,000 to date. In October 2002 the Registrant decided not to exercise its
  option in the Mongolian Exploration program with Bell and withdrew from the
  project and wrote off option payments totalling Cdn$62,793 (US$40,000).

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

During the year ended December 31, 2001, the Registrant entered
  into an Option Agreement (the "Option Agreement") with Dover Investments Limited
  ("Dover") to acquire 10% of Dover's working interest in the East Wadi Araba
  concession (the "Concession") for the exploration of oil in the Gulf of Suez,
  Egypt.

Pursuant to the Option Agreement, the Registrant proposed
  to issue to Dover 5,000,000 shares of its common stock and US $1,000,000 in
  cash as total consideration for 10% of Dover's working interest in the Concession.
  The Registrant issued 200,000

 9  
  Apiva Ventures LimitedForm 20-F

---

shares to Dover on the signing of the Option Agreement. The
  closing of the Option Agreement was subject to certain conditions, including,
  but not limited to, the final approval of the Egyptian Ministry of Petroleum,
  the receipt of at least US $1,000,000 in financing by the Registrant and a closing
  date of no later than February 28, 2002. The Option Agreement did not close
  by February 28, 2002 and effectively terminated.

During the year ended December 31, 2000, the Registrant acquired
  certain rights, title and interest in technology assets from Cyber Station of
  Victoria Ltd. for US $550,000 pursuant to an Asset Purchase Agreement. The Registrant
  subsequently determined that it was not feasible to commercialize the technology
  and wrote off all cost associated with the acquisition. The Registrant developed
  systems and business processes around the acquired technologies and began sales
  and marketing efforts. The viability of the project, however, was unsuccessful
  and as all costs associated with the project were written off during the year
  ended December 31, 2000.

In connection with the Asset Purchase Agreement, the Registrant
  entered into a Share Purchase Agreement (the "Share Purchase Agreement") dated
  April 10, 2000 with King Capital Corporation, Kenneth Sherwood and Pamela Sherwood,
  Richard Bennett and Laverne Bennett, John Roebuck and Marilyn Roebuck, Duncan
  Hopp and Cherie Hopp, David Davies, and Thomas Campbell (the "Vendors") which
  agreement provided for the purchase by the Registrant of all of the issued and
  outstanding shares of CSV Technologies Inc. in exchange for 13.25 million common
  shares of the Registrant.

The Registrant, the Vendors and King Capital Corporation entered
  into a Settlement Agreement (the "Settlement Agreement") dated June 19, 2000,
  under which the Share Purchase Agreement was declared null and void and of no
  effect. The Settlement Agreement further required the Vendors to transfer to
  King Capital Corporation all of the issued and outstanding shares of CSV Technologies
  Inc. and the Registrant to issue share purchase warrants effective April 14,
  2001 to counsel for the Vendors, Malcolm G. McMicken, in trust, to purchase
  an aggregate of 1,100,000 common shares of the Registrant. The share purchase
  warrants are exercisable on or before April 16, 2004 at an exercise price per
  share of US $0.50 per share.

Over the past three years, the Registrant has acquired a number
  of mineral properties in Canada and elsewhere, all of which were written off
  as of December 31, 2002.

Mineral Properties

Set forth below is a summary of the Registrant's mineral properties
  over the past three years and the current status of each property.

|Date of Acquisition | Name of Property - Location    | Description of Transaction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Status of Property                                                                                                                                                                                 
|------------------- | ------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Third Quarter 2001  | East Wadi, Gulf of Suez, Egypt | During the third quarter of 2001, the Registrant
      entered into an Option Agreement with Dover Investments Limited to acquire
      10% of Dover's working interest in the East Wadi Araba concession for the
      exploration of oil in the Gulf of Suez, Egypt.                                                                                                                                                                                                                                                        | The option agreement was terminated
      in the first quarter of 2002                                                                                                                             
|Second Quarter 2002 | South Gob Desert, Mongolia     | In April and May 2002 the Registrant announced
      its acquisition of a 37.5% working interest in approximately 250,000 hectares
      of mineral exploration lands in Mongolia through an Option and Joint Venture
      Agreement with Bell Coast Capital Corporation ("Bell"), a Canadian public
      company. Under terms of the Agreement, the Company was required to pay Bell
      up to US $125,000 in cash and issue 715,000 shares of the Company's common
      stock. The Company has paid US $40,000 to date | In October 2002 the Registrant decided
      not to exercise its option in the program with Bell and withdrew from the
      project and wrote off option payments totalling Cdn$62,793 (US$40,000)

Other developments and matters for the past three fiscal years

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

 10  
  Apiva Ventures LimitedForm 20-F

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

4.C            Organizational
  Structure


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

4.D            Property,
  Plants and Equipment

The Registrant has no material tangible fixed assets. There
  are no current firm plans to acquire any property, plants and equipment.

ITEM 5.            OPERATING
  AND FINANCIAL REVIEW AND PROSPECTS

Management's discussion and analysis in this Item 5 are intended
  to provide the reader with a review of factors that affected the Registrant's
  performance during the year and factors reasonably expected to impact on future
  operations and results. The following discussion of the financial condition,
  changes in financial condition and results of operations of the Registrant for
  the three most recent fiscal periods ended December 31, 2003 should be read
  in conjunction with the consolidated financial statements of the Registrant
  and related notes included herein. The Registrant's financial statements are
  stated in Canadian dollars and are prepared in accordance with Canadian GAAP.
  Reference is made to Note 14 of the consolidated financial statements of the
  Registrant included herein for discussion of the material differences between
  Canadian GAAP and U.S. GAAP and their effect on the Registrant's financial statements.

Critical Accounting Policies:


For the Registrant's activities, there is no production, sales
  or inventory in the conventional sense. The recoverability of costs capitalized
  to mineral properties and the Registrant 's future financial success will be
  dependent upon the extent to which it can discover mineralization and the economic
  viability of developing such properties. Such development may take years to
  complete and the amount of resulting income, if any, is difficult to determine
  with any certainty. Many of the key factors are outside of the Registrant's
  control. The sales value of any mineralization discovered by the Registrant
  is largely dependent upon factors beyond the Registrant's control such as the
  market value of the metals produced.

In accordance with Canadian GAAP, all costs related to investments
  in resource properties are capitalized on a property-by-property basis. Such
  costs include mineral property acquisition costs and exploration and development
  expenditures, net of any recoveries. The costs related to a property from which
  there is production, together with the costs of mining equipment, will be amortized
  using the unit-of-production method. When there is little prospect of further
  work on a property being carried out by the Registrant or its partners or when
  a property is abandoned or when the capitalized costs are not considered to
  be economically recoverable, the related property costs are written down to
  the amount recoverable. The amounts for resource properties as shown in the
  Registrant's consolidated

 11  
  Apiva Ventures LimitedForm 20-F

---

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

Canadian and United States Generally Accepted Accounting
  Principles:

The audited consolidated financial statements of the Registrant
  are prepared in accordance with Canadian GAAP. Accounting practices under Canadian
  GAAP and U.S. GAAP, as they affect the Registrant, are substantially the same,
  except for the following:

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

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

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

Further details are provided in Note 14 of the audited consolidated
  financial statements for the year ended December 31, 2003.

5.A            Operating
  Results


The Registrant currently has no business operations and has
  not generated any material revenues to date other than as follows: During the
  2002 fiscal year, the Company formed a general partnership, 2002 Alberta Oil
  & Gas Co., (the "General Partnership"), with two other companies. The General
  Partnership acquired an interest in the 1999 Investment Co. Limited Partnership
  (the "Limited Partnership"). The Limited Partnership is an Alberta limited partnership
  involved in the petroleum and natural gas industry. Its assets consist primarily
  of royalties on petroleum and natural gas wells and related processing plants
  and facilities located in Alberta. The Company has a 27.66% interest in the
  General Partnership. Subsequent to year-end, the Company received a cash distribution
  of $244,794 from the General Partnership and no further material cash flows
  are expected to be received in the near future.

The Registrant anticipates that it's operating expenditures
  will be approximately CDN$180,000 over the next twelve (12) months. 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 its current minimum operations through December 2003, and
  is seeking repayment of a loan to company controlled by Mr. Gardiner, the prior
  President of the Company in the amount of approximately $100,000 plus interest.
  In July 2003, the Registrant filed a legal claim against this company to recover
  the full amount of the loan. Pursuant to a court order and garnishee action,
  the Registrant received $29,899 subsequent to December 31, 2003. The company
  controlled by the former President was

 12  
  Apiva Ventures LimitedForm 20-F

---

then placed into receivership. The Registrant expects to receive
  approximately $30,935 from the bankruptcy trustee and has accordingly, written
  down the remaining balance by $55,000 at December 31, 2003.

The Registrant's operations are primarily conducted in Canadian
  dollars and its financial results are expressed in Canadian dollars. The Registrant
  does not currently engage in foreign currency hedging and its operations are
  subject to foreign currency fluctuations, and such fluctuations may materially
  affect the Registrant's financial position and results of its operations. There
  can be no assurance that steps taken by management to address foreign currency
  fluctuations will eliminate all adverse effects and accordingly, the Registrant
  may suffer losses due to adverse foreign currency fluctuations.

For The Year Ended December 31, 2003 Compared to The Year
  Ended December 31, 2002.

Other Items. The most significant change in other items was
  the receipt of a cash distribution of $244,794 from the General Partnership
  during the year ended December 31, 2003 and write-down of $55,000 due from a
  related party. The other income for the year ended December 31, 2003 consisted
  of interest income of $174, compared with interest income of $154 for the year
  ended December 31, 2002.

The Registrant does not anticipate it will generate any additional
  revenues, other than those mentioned in this document until it can acquire or
  capitalize on a business opportunity. The registrant is in the process of evaluating
  prospective business opportunities, but has not current plans of arrangements
  with respect to such opportunities. There can be no assurance that the Registrant
  will acquire or capitalize on any opportunities.

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

Professional and consulting fees were $82,256 for the year
  ended December 31, 2003, compared with $73,937 for the year ended December 31,
  2002, for an increase of $8,319. The increase was substantially due to an increase
  in the costs related to providing the professional and consulting fees.

There were no payroll expenses relating to general and administrative
  activities for the year ended December 31, 2003. There was $18,800 in management
  fees for the year ended December 31, 2003, compared with $13,750 for the year
  ended December 31, 2002. Office and maintenance charges were $3,948 for the
  year ended December 31, 2003, compared with $32,212 for the year ended December
  31, 2002 reflecting the decreased activity of the Registrant. Investor relations
  expenses were $24,712 for the year ended December 31, 2003, compared with $19,016
  for the year ended December 31, 2002. The increase is due to an increase in
  capital fundraising activities of the Registrant.

Property investigation expenses and costs were $Nil for the
  year ended December 31, 2003, compared with $62,793 for the year ended December
  31, 2002.

Write-off of Mineral Property. The Registrant had no write-offs
  of mineral properties during the year ended December 31, 2003 compared to $62,793
  during the year ended December 31, 2002 when the Registrant abandoned its remaining
  mineral properties.

Stock Based Compensation Cost. The Registrant incurred no
  non-cash stock based compensation charges for the year ended December 31, 2003
  similar to the year ended December 31, 2002.

For The Year Ended December 31, 2002 Compared to The Year
  Ended December 31, 2001.

- 13  
  Apiva Ventures LimitedForm 20-F

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Other Items. The Registrant generated no material income for
  the year ended December 31, 2002, compared with $8,125 in other income for the
  year ended December 31, 2001, for a decrease of approximately $8,000. The Registrant
  incurred a loss of $42,682 on the sale of marketable securities during the year
  ended December 31, 2002, compared to a $61,409 gain on the sale of marketable
  securities for year ended December 31, 2001.

The Registrant does not anticipate it will generate any additional
  revenues, other than those mentioned in this document until it can acquire or
  capitalize on a business opportunity. The registrant is in the process of evaluating
  prospective business opportunities, but has not current plans of arrangements
  with respect to such opportunities. There can be no assurance that the Registrant
  will acquire or capitalize on any opportunities.

Operating Expenses. Operating expenses consist of management
  compensation, mineral property costs, rent, professional fees, telephone, travel
  and other general corporate expenses. Operating expenses were approximately
  $220,484 for the year ended December 31, 2002, compared with $448,822 for the
  year ended December 31, 2001. The Registrant paid substantially less for operating
  activities due to the reduced operations of the Registrant during the year ended
  December 31, 2002.

Professional and consulting fees were $73,937 for the year
  ended December 31, 2002, compared with $120,571 for the year ended December
  31, 2001, for a decrease of $46,634. The decrease was substantially due to the
  reduced operations of the Registrant.

There were no payroll expenses relating to general and administrative
  activities for the year ended December 31, 2002 and 2001. There was $13,750
  in management fees for the year ended December 31, 2002, compared with none
  for the year ended December 31, 2001. Office and maintenance charges were $32,212
  for the year ended December 31, 2002, compared with $68,810 for the year ended
  December 31, 2001 reflecting the decreased activity of the Registrant. Investor
  relations expenses were $19,016 for the year ended December 31, 2002, compared
  with $36,558 for the year ended December 31, 2001. The decrease is due to the
  reduced capital fundraising activities of the Registrant.

Property investigation expenses and costs were $62,793 for
  the year ended December 31, 2002, compared with $169,312 for the year ended
  December 31, 2001.

The Registrant anticipates that future general and administrative
  expenses will be approximately $5,000 a month or $60,000 a year, based on current
  operations.

Write-off of Mineral Property. The Registrant had write-offs
  of mineral properties during the year ended December 31, 2002 of $62,793 when
  the Registrant abandoned its remaining mineral properties, compared with no
  write-offs for the year ended December 31, 2001.

Stock Based Compensation Cost. The Registrant incurred no
  non-cash stock based compensation charges for the year ended December 31, 2002
  and $38,995 for the year ended December 31, 2001.

5.B            Liquidity
  and Capital Resources

As of December 31, 2003, the Registrant's cash position was
  $1,308 and its working capital was a deficit was $65,368. As of December 31,
  2002, the Registrant's cash position was $Nil and its working capital was a
  deficit $33,603.

 14  
  Apiva Ventures LimitedForm 20-F

---

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

Net cash provided by operating activities was $117,142 for
  the year ended December 31, 2003, including net income of $25,778. This compares
  with net cash used in operating activities of $203,445 for the year ended December
  31, 2002 including a net loss of $263,012.

The Registrant anticipates its current operating expenditures
  will be approximately $180,000 of the next twelve (12) months. The Registrant
  anticipates that it will require additional funds once it has identified an
  acquisition target, investments opportunity, or entered into a strategic alliance
  with as yet unidentified operating companies in the technology or resource industries.
  There can be no assurance, however, that such financing will be available to
  the Registrant or, if it is, that it will be available on terms acceptable to
  the Registrant. If the Registrant is unable to obtain the financing necessary
  to support its future operations, it may be unable to continue as a going concern.
  The Registrant currently has no commitments for any credit facilities such as
  revolving credit agreements or lines of credit that could provide additional
  working capital.

The Registrant is currently using space in an office owned
  by one of the Registrant's directors in Delta, British Columbia for administrative
  purposes at a cost of $500 per month. This arrangement is on a month-to-month
  basis.

The Registrant has financed its operations by the sale of
  its common shares, both by public offerings and by private placements. The Registrant
  has no external sources of liquidity and intends to finance future acquisition
  or business operations by issuing debt or equity securities. To a large degree,
  therefore, the operations of the Registrant are largely dependent upon the general
  state of the public equity capital markets, and specifically on the state of
  the public equity markets for small capitalization resource exploration and
  technology companies. There can be no assurance that any additional financings
  will be available to the Registrant on favourable terms or at all. The Registrant
  is subject to various risks and uncertainties, which appear elsewhere in this
  document.

5.C            Research
  and Development, Patents and Licenses, etc.

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

5.D            Trend
  Information

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

5.E            Off-Balance
  Sheet Arrangements


There are no known significant off-balance sheet arrangements
  other than those disclosed in this Form 20-F and in the Registrant's audited
  consolidated financial statements for the year ended December 31, 2003.

5.F            Tabular
  Disclosure of Contractual Obligations


 15  
  Apiva Ventures LimitedForm 20-F

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The Registrant has no current material contractual obligations.

5.G            Safe
  Harbor


This document may contain forward-looking statements. The
  Registrant desires to take advantage of the safe harbor provisions of the Private
  Securities Litigation Reform Act of 1995 and is including this statement for
  the express purpose of availing itself of the protections of the safe harbor
  with respect to all forward-looking statements. Several important factors, in
  addition to the specific factors discussed in connection with such forward-looking
  statements individually, could affect the future results of the Registrant and
  could cause those results to differ materially from those expressed in the forward-looking
  statements contained herein.

The Registrant's estimated or anticipated future results or
  other non-historical facts are forward-looking and reflect the Registrant's
  current perspective of existing trends and information. These statements involve
  risks and uncertainties that cannot be predicted or quantified, and consequently
  actual results may differ materially from those expressed or implied by such
  forward-looking statements. Such risks and uncertainties include, among others,
  the success of the Registrant's exploration and development activities, environmental
  and other regulatory requirements, foreign exchange issues, mineral deposit
  estimates and mineral prices, competition by other mining companies, financing
  risks, mineral title issues, insider conflicts of interest, political stability
  issues, and other risks and uncertainties detailed in this report and from time
  to time in the Registrant's other Securities and Exchange Commission ("SEC")
  filings.

Therefore, the Registrant wishes to caution each reader of
  this document to consider carefully these factors as well as the specific factors
  that may be discussed with each forward-looking statement in this document or
  disclosed in the Registrant's filings with the SEC as such factors, in some
  cases, could affect the ability of the Registrant to implement its business
  strategy and may cause actual results to differ materially from those contemplated
  by the statements expressed therein. Forward-looking statements are subject
  to a variety of risks and uncertainties in addition to the risks referred to
  in "Risk Factors" under Item 3.D above.

ITEM 6.            DIRECTORS,
  SENIOR MANAGEMENT AND EMPLOYEES

6.A            Directors
  and Senior Management


The following table sets forth the name, position with the
  Registrant, age and municipality of residence:



|Name and Municipality of Residence          | Position with Registrant | Age
|------------------------------------------- | ------------------------ | ---
|Ronald W. Noble(1), Delta, British Columbia | Director, President, CEO | 65 
|Clair S.R. Calvert, Winnipeg, Manitoba      | Director and Secretary   | 50 
|Fred E. Wilson(1), McCrory, Arkansas        | Director                 | 53 
|Barrie Barraclough, Delta, B.C. (2)         | CFO                      | 67 

|(1) | Member of the audit committee.  
|--- | --------------------------------
|    |                                 
|(2) | Appointed CFO .on June 30, 2003.

Members of the Board of Directors are elected by the holders
  of the Registrant's Shares to represent the interests of all shareholders. The
  Board of Directors meets periodically to review significant developments affecting
  the Registrant and to act on matters requiring Board approval. Although the
  Board of Directors delegates many matters to others, it reserves certain powers
  and functions to itself. The only standing committee of the Board of Directors
  of the Registrant is an Audit Committee. The Audit Committee of the Registrant's
  Board of Directors consisted of Clair Calvert, Fred E. Wilson and Ronald W.
  Noble as of

 16  
  Apiva Ventures LimitedForm 20-F

---

June 30, 2004. This committee is directed to review the scope,
  cost and results of the independent audit of the Registrant's books and records,
  the results of the annual audit with management and the internal auditors and
  the adequacy of the Registrant's accounting, financial and operating controls;
  to recommend annually to the Board of Directors the selection of the independent
  auditors; to consider proposals made by the Registrant's independent auditors
  for consulting work; and to report to the Board of Directors, when so requested,
  on any accounting or financial matters.

None of the Registrant's directors or executive officers are
  parties to any arrangement or understanding with any other person pursuant to
  which said individual was elected as a director or officer of the Registrant.

The following sets out additional biographical information
  for each of the Issuer's directors and officers:

Ronald W. Noble, Director & President


Ronald W. Noble, age 65, has served as a director of the Registrant
  since December 23, 1997 and has also served as the Registrant's Corporate Secretary
  from February 26, 1996 to May 16, 2000. Mr. Noble also served as the Registrant's
  Project Manager, Baffin Island, from June 1997 to September 1998. He was appointed
  the President on June 17, 2003.

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

Fred E. Wilson, M.D., B.A., Director


Fred E. Wilson, age 53, has been a director of the Registrant
  since May, 1993. Dr. Wilson acted as President of the Registrant from May 10,
  1993 to August 2, 1995, and served as Vice-President, Administration and Chief
  Financial Officer from August 2, 1995 to October 17, 1997. Dr. Wilson's principal
  occupation is as a medical doctor, since 1977.

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

Clair S.R. Calvert, Director and Secretary

Clair S.R. Calvert, age 50, has served as Vice-President of
  Corporate Development and a director of the Registrant since January 15, 2001.
  Mr. Calvert has been a self-employed consultant since January 1996. From June,
  1989 to December, 1995, Mr. Calvert was a stock broker with Yorkton Securities
  Inc. Mr. Calvert was appointed Secretary and Chief Financial Officer on June
  18, 2003.

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

There are no arrangements or understandings among any of the
  directors regarding their election as a director.

6.B            Compensation

Statement Of Executive Compensation

The Registrant is required, under applicable securities legislation
  in Canada, to disclose to its shareholders details of compensation paid to its
  directors and officers. The following fairly reflects all material information
  regarding compensation paid to the Registrant's directors and officers that
  has been disclosed to the Registrant's shareholders under applicable Canadian
  law.

During the fiscal period ended December 31, 2003, the aggregate
  cash compensation incurred by the Registrant to all individuals who were directors
  in all capacities as a group was CAD$149,916 including the disclosed unauthorized
  loan to Gardiner.

- 17  
  Apiva Ventures LimitedForm 20-F

---

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

Executive Compensation

The following table sets forth, for each of the Company's
  three most recently completed financial years, the compensation of the CEO and
  the President (also herein referred to as the "CEO"). No persons earned in excess
  of $100,000 per annum during such periods. The CEO is therefore the only "Named
  Executive Officer". Information has been provided for the following individuals:

|Name and Principal Position                                             | Year (3)                                              | Annual Compensation                   | Long Term Compensation      | All Other Compen- Sation ($)
|----------------------------------------------------------------------- | ----------------------------------------------------- | ------------------------------------- | --------------------------- | ----------------------------
|Salary ($)                                                              | Bonus ($)                                             | Other Annual Compen- sation
      ($) | Awards                      | Payouts                     
|Securities Under Options/ SARs (4
      granted (#)                     | Restricted Shares or Restricted Share
      Units ($) | LTIP(5) payouts ($)                  
|Ronald W. Noble(1)                                                      | 2003 2002 2001                                        | 9,800 Nil Nil                         | Nil Nil Nil                 | Nil Nil Nil                 
|William N. Gardiner, President and Chief Executive
      Officer (2)(6) | 2003 2002 2001                                        | 9,000 Nil Nil                         | Nil
        Nil
        Nil | Nil Nil Nil                 

|Notes: | (1) | Mr. Noble was appointed as the President of the
        Company on June 17, 2003                                                                                                                                                                                                                                                                                
|------ | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|       | (2) | Mr. Gardiner was appointed Chief Executive Officer
        of the Company in July 2000 and resigned as President, Chief Executive
        Officer and a director on June 17, 2003 due to an unauthorized loan not
        approved by the Board of Directors. Upon his resignation, his incentive
        stock option agreement with the Company was cancelled.
|      
|       | (3) | January 1 to December 31.                                                                                                                                                                                                                                                                                                                                       
|      
|       | (4) | Stock appreciation rights.                                                                                                                                                                                                                                                                                                                                      
|      
|       | (5) | Long-term incentive plan                                                                                                                                                                                                                                                                                                                                        
|      
|       | (6) | Lifestyle Corporate Sales Ltd., a non-reporting
        company controlled by William N. Gardiner received Management Fees in
        the amount of $9,000 during the financial year ended December 31, 2003.                                                                                                                                                   

Termination of Employment, Change in Responsibilities and
  Employment Contracts

The Company does not have any employment contracts in place.

INDEBTEDNESS TO COMPANY OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

None of the directors, executive officers and senior officers
  of the Company, proposed nominees for election or associates of such persons
  is or has been indebted to the Company (other than routine indebtedness) in
  excess of $50,000 at any time for any reason whatsoever, including the purchase
  of securities of the Company.

 18  
  Apiva Ventures LimitedForm 20-F

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The following table (if applicable) sets forth information
  concerning grants of stock options under the Registrant's Stock Option Plan
  during the fiscal period ended December 31, 2003to each of director
  and officer of the Registrant. No SARs were outstanding.

Options and Stock Appreciation Rights ("SARs")


No incentive stock options were granted to the Named Executive
  Officer during the most recently completed financial year (January 1, 2003 to
  December 31, 2003) (the "Financial Period").

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

Pension Plan


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

Compensation of Directors


During the Financial Period, no compensation was paid to the
  directors of the Company for their services:

|(a) | in their capacity as directors, including any amounts
        payable for committee participation or special assignments pursuant to
        any standard or other arrangements; or
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | as consultants or experts                                                                                                                                                          

No funds were set aside or accrued by the Registrant or its
  subsidiaries during the year ended December 31, 2003 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.

The Registrant grants stock options to directors, executive
  officers and employees, as more fully set forth below.

A total of $18,800 was paid to insiders from January 1, 2003
  through December 31, 2003 for management fees and $4,000 was paid for rent.

No amounts have been set aside or accrued by the Registrant
  during fiscal 2003 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

 19  
  Apiva Ventures LimitedForm 20-F

---

change of control, where the value of such compensation exceeds
  US $60,000 (Canadian $90,000) per executive officer.

No director or executive officer of the Registrant received
  other compensation in excess of the lesser of US $25,000 (Canadian $37,500)
  or 10% of such officer's cash compensation as reported in the above table and
  all directors and executive officers as a group did not receive other compensation
  which exceeded US $25,000 (Canadian $37,500) times the number of persons in
  the group or 10% of the compensation reported in the table set forth above.

The Company loaned $115,834 to a company controlled by a former
  director of the Company, Mr. Gardiner, during the current year without appropriate
  board of directors approval. In July 2003, the Company filed a legal claim against
  this company to recover the full amount of the loan. Pursuant to a court order
  and garnishee action, the Company received $29,899 subsequent to December 31,
  2003. The company controlled by the former director was then placed into receivership.
  The Company expects to receive approximately $30,935 from the bankruptcy trustee
  and has accordingly, written down the remaining balance by $55,000 at December
  31, 2003.

Except as set out above and as discussed in "Options and Warrants
  to Purchase Securities from the Registrant or Subsidiary", 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.

2000 Stock Option Plan


At the Registrant's Annual General Meeting held June 20, 2000,
  shareholder approval was obtained for the adoption of a Stock Option Plan (the
  "Plan"). The Plan provides for the issuance of options to directors, officers,
  employees and consultants of the Registrant and its subsidiaries to purchase
  common shares of the Registrant. The stock options would be issued at the discretion
  of the Board of Directors and would be exercisable during a period not exceeding
  10 years. Stock options granted under the Plan will vest in accordance with
  a vesting schedule for each option as specified by the members of the board
  administering the Plan (the "Plan Administrator") at the time of grant of the
  Option, and in accordance with the vesting schedule contained in the Plan. At
  no time will more than that number of shares which represents 10% of the Registrant's
  issued and outstanding share capital, be under option pursuant to the Plan.

The objective of the Plan is to provide for and encourage
  ownership of common shares of the Registrant by its directors, officers and
  key employees and those of any subsidiary companies so that such persons may
  increase their stake in the Registrant and benefit from increases in the value
  of the common shares. The Plan is designed to be competitive with the benefit
  programs of other companies in the same industry segment. It is the view of
  management that the Plan is a significant incentive for the directors, officers,
  key employees and consultants to continue and to increase their efforts in promoting
  the Registrant's operations to the mutual benefit of both the Registrant and
  such individuals.

Other than the incentive stock option granted to Yellow Pearl
  (particulars set out above) which was granted outside of the Plan, all outstanding
  incentive stock options will automatically be subject to the terms and conditions
  of the Plan.

Under the Plan, the total number of shares of common stock
  reserved for issuance is 10% of the Registrant's outstanding share capital on
  September 18, 2000, being the effective date of the Plan. If any outstanding
  option expires or is terminated for any reason, the shares of common stock allocable
  to the unexercised portion of that option may again be subject to an option
  to the same optionee or to a different person eligible under the Plan.

The option grant program is administered by the Board of Directors
  or a committee of two or more members of the Board. Plan administrators have
  sole authority to prescribe the form, content and status of options to be granted,

 20  
  Apiva Ventures LimitedForm 20-F

---

select the eligible recipients, determine the timing of option
  grants, determine the number of shares subject to each grant, the exercise price,
  vesting schedule, and term for which any option will remain outstanding. The
  Board of Directors has the authority to determine the terms and restrictions
  on all restricted option awards granted under the Plan, and in general, to construe
  and interpret any provision of the Plan.

The exercise price for outstanding option grants under the
  Plan shall be paid in cash or by certified or cashier's cheque. Under the Plan,
  no stock option can be granted for a period longer than ten years, or if the
  optionee dies or is disabled, the option will remain exercisable for a period
  of six months after the termination of employment or relationship with the Registrant.
  Options are non-transferable except by will or the laws of descent and distribution.
  Unless accelerated in accordance with the Plan, unvested options terminate immediately
  upon termination of employment of the optionee by the Registrant for any reason
  whatsoever, including death or disability.

No funds have been set aside or accrued by the Registrant
  to provide pension, retirement or similar benefits for directors or executive
  officers of the Registrant pursuant to any plan provided for or contributed
  to by the Registrant.

6.C            
  Board Practices

Statement Of Corporate Governance Practices

The Board has not yet constituted any committees other than
  its audit committee, due to its size and current minimal activity. Given the
  Registrant's current stage of development, the Board is presently of the view
  that it functions effectively as a committee of the whole in this regard in
  relation to general corporate governance matters. Nonetheless, it will continue
  to monitor its effectiveness on an on-going basis, with a view to implementing
  additional governance as required at the appropriate time. The term of office
  of each of the directors will continue until the next annual general meeting,
  or until his successor is duly elected, unless his office is vacated in accordance
  with the articles of the Registrant.

The Articles of the Registrant presently provide that the
  Board of Directors shall consist of not less than three and not more than that
  number of Directors that is set by an ordinary resolution by the shareholders
  of the Registrant (excluding additional directors that may be appointed between
  annual general meetings). The Board of Directors is of the view that its present
  complement of four individuals is appropriate and facilitates effective decision-making.

At present, the only Committee established by the Board is
  the Audit Committee (discussed below). The Board of Directors is of the view
  that the decision to not set up various committees such as a Nominating, Human
  Resources, Governance or Compensation Committee is appropriate having regard
  to cost and time issues and the shareholder structure of the Registrant and
  the operating size of the Registrant.

Having regard to the current stage of development of the Registrant,
  the Board is of the view that the well-recognized duties and responsibilities
  of directors of Canadian public companies provide adequate guidance to the Directors
  at this time. As a result, specific position descriptions for Directors have
  been deferred until the Registrant's development reaches a more advanced stage.
  Objectives for the President and for other members of senior management are
  identified on an annual basis.

The Chairman of the Board is a member of management, as is
  the norm with companies with similar size. However, the Directors feel that
  this is not an impediment to the proper discharges of the directors' responsibilities.
  Furthermore, the interaction between senior management and directors both at
  and outside meetings ensures that the directors are properly informed and that
  the directors' experience is brought to bear when needed by management. The
  unrelated Directors believe that their majority on the Board, their knowledge
  of the Registrant's business and their independence are sufficient to facilitate
  the functioning of the Board independently of management. The

 21  
  Apiva Ventures LimitedForm 20-F

---

unrelated Directors have the discretion to meet in private
  in the absence of the other Directors whenever they believe it is appropriate
  to do so.

Set forth below is the expiration of the current term of office
  and the period during which such person has served in that office:

|Name               | Position                      | Expiration of Term of Office(1) | Period of Service      
|------------------ | ----------------------------- | ------------------------------- | -----------------------
|Clair S.R. Calvert | Director, Secretary & CFO (1) | June, 2004                      | since January 15, 2001 
|Fred E. Wilson     | Director (2)                  | June, 2004                      | since May 10, 1993     
|Ronald W. Noble    | Director (3), President       | June, 2004                      | since December 23, 1997

| | (1) | Officers are appointed by the directors for a term expiring at the following
      Annual General Meeting. Mr. Calvert resigned as an officer in May, 2004.               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) | Fred E. Wilson also served as President from May 10, 1993 to August 2,
      1995; Vice-President of Administration and CFO from August 2, 1995 to October
      17, 1997.
|
| | (3) | Ronald W. Noble also served as Secretary from February 26, 1996 to May
      16, 2000.                                                                                    

There are no Director's service contracts which provide benefits upon the termination of employment. Set forth below were the names of the members of the Registrant's audit committee on June 30, 2004:

Clair S. R. Calvert
  Ronald W. Noble 
  Fred E. Wilson

The Audit Committee is directed to review the scope, cost
  and results of the independent audit of the Registrant's books and records,
  the results of the annual audit with management and the internal auditors and
  the adequacy of the Registrant's accounting, financing and operating controls;
  to recommend annually to the Board of Directors the selection of the independent
  auditors; to consider proposals made by the Registrant's independent auditors
  for consulting work; and to report to the Board of Directors, when so requested,
  on any accounting or financial matters.

6.D            
  Employees


The Registrant's business is administered principally from
  its head office in Vancouver, British Columbia, Canada. As of June 30, 2004,
  the Registrant had no full time employees, other than the President.

6.E            Share
  Ownership


The various tables in Items 6.A and 6.B set forth the common
  shares held by each senior officer and/or director as well as any options to
  purchase common shares held, the exercise prices of such options and the expiration
  dates of such options in the format as required in the home country (Canada)
  of the Registrant.

Details of all total outstanding options, warrants and other
  rights to purchase securities of the Registrant and its subsidiaries as at June
  30, 2004 unless otherwise stated, are set forth below:

 22  
  Apiva Ventures LimitedForm 20-F

---

|Name               | Securities beneficially owned, directly or indirectly or over which direction or control is exercised | Percent of Issued and Outstanding Share Capital(1)
|------------------ | ----------------------------------------------------------------------------------------------------- | --------------------------------------------------
|Clair S.R. Calvert | 0                                                                                                     | 0                                                 
|Ronald W. Noble    | 3,000                                                                                                 | *                                                 
|Fred E. Wilson     | 256,800                                                                                               | 1.82%                                             

| | * Less than 1%.                                                                             
| | --------------------------------------------------------------------------------------------
| |                                                                                             
| | (1)               
      15,789,619, shares were issued and outstanding as of June 30, 2004.

A summary of outstanding options granted to directors and
  officers as of June 30, 2004 to purchase common shares of the Registrant is
  set forth below:



|Name               | Number of Shares | Exercise Price Per Share | Expiry Date     
|------------------ | ---------------- | ------------------------ | ----------------
|Clair S.R. Calvert | 450,000          | $0.17US                  | January 15, 2006
|Ronald W. Noble    | 125,000          | $0.17US                  | January 15, 2006
|Fred E. Wilson     | 375,000          | $0.17US                  | January 15, 2006




ITEM 7.            
  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A            Major
  Shareholders

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

As at June 30, 2004, the only persons or groups known to the
  Registrant to own more than 5% of the Registrant's issued and outstanding
  common shares and the number of common shares owned, directly or indirectly,
  by officers and directors of the Registrant as a group are as follows:

|Title of Class | Identity of Person or Group                       | Shares Owned | Percentage of Class(2)
|-------------- | ------------------------------------------------- | ------------ | ----------------------
|Common Shares  | Canaccord Capital Corporation (1) Vancouver, B.C. | 1,046,553    | 6.6%                  
|Common Shares  | Depository Trust Company, (1) Toronto, Canada     | 7,215,400    | 45.7%                 

| | (1) | Owners of record only. Depository Trust Company.
        is a clearing agency and Canaccord Capital is a brokerage firm through
        which Canadian brokers and dealers hold their securities. The Registrant
        believes that all of these shares are held by the registered holder in
        a fiduciary, trustee, or nominee
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 23  
  Apiva Ventures LimitedForm 20-F

---

| |     | capacity, and the identities of the beneficial owners
        of such shares are not known to the Registrant and, except for named individuals
        and the officers and directors as a group, the Registrant is not aware
        of any person or group of persons which beneficially owns more than 5%
        of the Registrant's outstanding common shares.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) | Based on 15,789,619shares outstanding as
        at June 30, 2004. Certain of these shares may be held in "street form"
        and may be included in the shares registered in the name of Depository
        Trust Company.                                                                                                                                      

All shares of the Registrant, including all those held by
  any major shareholders, are common shares with similar voting rights. As of
  May 31, 2003, 2,979,001 common shares were held by 30 registered shareholders
  resident of the United States and the Registrant has no reason to believe these
  figures have changed materially. This number represents approximately 19 % of
  the total issued and outstanding common shares of the Registrant at that date.

7.B            Related
  Party Transactions


Other than as set forth below and in the Registrant's audited
  financial statements and other than transactions carried out in the ordinary
  course of business of the Registrant or any of its subsidiaries, none of the
  directors or senior officers of the Registrant, a proposed management nominee
  for election as a director of the Registrant, any member beneficially owning
  shares carrying more than 5% of the voting rights attached to the shares of
  the Registrant nor an associate or affiliate of any of the foregoing persons
  had since January 1, 2003 (being the commencement of the Registrant's last audited
  fiscal period) any material interest, direct or indirect, in any transactions
  which materially affected or would materially affect the Registrant or any of
  its subsidiaries.

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

Agreement dated May 16, 2000 between the Registrant, Lawrence
  D. Siegel (the "Consultant") and Yellow Pearl, Inc. ("Yellow"), an Illinois
  corporation wholly owned by the Consultant whereby Yellow agreed to provide
  the exclusive services of the Consultant to the Registrant for an initial term
  of one year. Lawrence D. Siegel also agreed to act as President and Chief Executive
  Officer of the Registrant Pursuant to the terms of the agreement the Consultant
  performed such executive duties and responsibilities assigned to him by or under
  the authority of the board of directors, such duties and responsibilities being
  consistent with those customarily associated with the positions of President
  and Chief Executive Officer. Consideration for the services was the sum of $10,000
  U.S. per month. The agreement was terminated, by mutual consent, effective June
  26, 2000.

The sum of $4,950 was paid with respect to rent between January
  2000 through May 2000, to a company controlled by Mr. Stier.

For the period from January 1, 2000 to May 31, 2000, Mr. Stier
  was paid management fees in the amount of $30,000.

The sum of $10,800 and $2,700 were paid to a company controlled
  by Patrick McGrath, the Chief Financial Officer and director of the Registrant,
  with respect to rent between January 1, 2001 through December 31, 2002 and October
  1, 2000 through December 31, 2000, respectively.

A total of $22,500 was paid to insiders from January 1, 2002
  through December 31, 2002 for management fees and rent. Of that amount the sum
  of $13,750 in management fees and $8,750 in rent, was paid to a company controlled
  by William Gardiner, the previous President and a past director of the Registrant.

During the fiscal year ending December 31, 2003, the Registrant
  paid management fees of $9,800 (2002 - $Ni) to a director of the Company.

 24  
  Apiva Ventures LimitedForm 20-F

---

During the fiscal year ending December 31, 2003, the Registrant
  paid management fees of $9,000 (2002 - $13,750) to a company controlled by William
  Gardiner, the previous President and a past director of the Registrant. .

During the fiscal year ending December 31, 2003, the Registrant
  paid rent of $4,000 (2002 - $8,750) to a company controlled by William Gardiner,
  the previous President and a past director of the Registrant.

During the fiscal year ending December 31, 2003, the Registrant
  paid consulting fees of $24,193 (2002 - $Nil) to a company controlled by William
  Gardiner, the previous President and a past director of the Registrant.

The Registrant is currently using space in an office owned
  by one of the Registrant's directors in Delta, British Columbia for administrative
  purposes at a cost of $500 per month. This arrangement is on a month-to-month
  basis.

As of June 30, 2004, no amounts are due from related parties
  other than:

The Company loaned $115,834 to a company
  controlled by a former director of the Company during the current year without
  appropriate board of directors approval. In July 2003, the Company filed a legal
  claim against this company to recover the full amount of the loan. Pursuant
  to a court order and garnishee action, the Company received $29,899 subsequent
  to December 31, 2003. The company controlled by the former director was then
  placed into receivership. The Company expects to receive approximately $30,935
  from the bankruptcy trustee and has accordingly, written down the remaining
  balance by $55,000 at December 31, 2003.

The Registrant's directors and officers may serve as directors
  or officers of other public resource companies or have significant shareholdings
  in other public resource companies and, to the extent that such other companies
  may participate in ventures in which the Registrant may participate, the directors
  of the Registrant may have a conflict of interest in negotiating and concluding
  terms respecting the extent of such participation. Item 4.D provides further
  details.

7.C            
  Interests of Experts and Counsel

This Form 20-F is being filed as an annual report under the
  Exchange Act, and accordingly, the information called for in Item 7.C is not
  required.

ITEM 8.             FINANCIAL
  INFORMATION

8.A            Consolidated
  Statements and Other Financial Information

Consolidated financial statements audited by an independent
  auditor and accompanied by an audit report are comprised of the following, which
  are attached hereto and form a part hereof.

|(a) | Consolidated Balance Sheets as of December 31, 2003
        and 2002;                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------
|   
|(b) | Consolidated Statements of Operations and Deficit
        for each of the years ended December 31, 2003, 2002, and 2001;
|   
|(c) | Consolidated Statements of Cash Flows for each of
        the years ended December 31, 2003, 2002, and 2001; and        
|   
|(d) | Notes to the consolidated financial statements.                                                                         

 25  
  Apiva Ventures LimitedForm 20-F

---

The Registrant is not involved and has not been involved in
  the recent past in any legal or arbitration proceedings which may have, or had
  in the recent past, significant effects on the Registrant's financial position
  or profitability, including governmental proceedings pending or known to be
  contemplated.

Dividend Policy


The Registrant has not, during its last five completed financial
  years, declared or paid any dividends on its common shares and does not currently
  intend to pay dividends. Earnings, if any, will be retained to finance further
  growth and development of the business of the Registrant. Dividends will, in
  all probability, only be paid in the event the Registrant successfully brings
  one of its properties into production.

8.B            Significant
  Changes


There has been no significant change in the financial condition
  of the Registrant since December 31, 2003.

ITEM 9.            THE
  OFFER AND LISTING

9.A            Offer
  and Listing Details

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

The Common Shares of the Registrant were listed on the Canadian
  Venture Exchange (the "CDNX") until March 2, 2000, at which time the
  shares were delisted from CDNX at the request of the Registrant. The Common
  shares of the Registrant commenced trading on the United States OTC Bulletin
  Board as at February 11, 2000. The following table sets out the price history
  of the Registrant's Common Shares on CDNX (prior to November 29, 1999, the Vancouver
  Stock Exchange) for the periods indicated (in Canadian dollars):

|Period                                           | High (Cdn$) | Low (Cdn$)
|------------------------------------------------ | ----------- | ----------
|1998     12 Month Period
      ended December 31 | 0.44        | 0.11      
|1999     12 Month Period
      ended December 31 | 0.99        | 0.13      
|**2000**     2 Month
      Period ended March 2  | 9.20        | 0.97      




|Period                                       | High (US$) | Low (US$)
|-------------------------------------------- | ---------- | ---------
|2000      February 11
       December 31    | $8.63      | $0.10    
|2001     First Quarter
      ended March 31  | 0.35       | 0.14     
|Second Quarter ended June 30                 | 0.41       | 0.15     
|Third Quarter ended September 30             | 0.57       | 0.18     
|Fourth Quarter ended December 31             | 0.55       | 0.19     
|2002      First Quarter
      ended March 31 | 0.27       | 0.12     

Form 20-F


---



|Period                                       | High (US$) | Low (US$)
|-------------------------------------------- | ---------- | ---------
|Second Quarter ended June 30                 | 0.25       | 0.08     
|Third Quarter ended September 30             | 0.19       | 0.04     
|Fourth Quarter ended December 31             | 0.04       | 0.02     
|2003      First Quarter
      ended March 31 | 0.08       | 0.03     
|Second Quarter ended June 30                 | 0.04       | 0.01     
|Third Quarter ended September 30             | 0.04       | 0.01     
|Fourth Quarter ended December 31             | 0.12       | 0.02     
|                                             |            |          
|January 2004                                 | 0.09       | 0.03     
|February 2004                                | 0.09       | 0.07     
|March 2004                                   | 0.07       | 0.06     
|April 2004                                   | 0.07       | 0.05     
|May 2004                                     | 0.05       | 0.04     
|June 2004                                    | 0.02       | $0.01    

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


OTCBB was US$0.01 on May 30, 2003. The Registrant's common
  shares are quoted under the symbol APVLF on the OTCBB.

9.B            Plan
  of Distribution

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

9.C            Markets

See Item 9.A

9.D            Selling
  Shareholders

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

9.E            Dilution

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

9.F            Expenses
  of the Issue

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

 27  
  Apiva Ventures LimitedForm 20-F

---

ITEM 10.             ADDITIONAL
  INFORMATION

10.A             Share
  Capital

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

10.B             Memorandum
  and Articles of Association

1. The Registrant was incorporated under no. 211807 on June
  20, 1980 under the name Cascade Explorations Ltd., with an authorized capital
  of 5,000,000 shares without par value, by registration of its Memorandum and
  Articles under the Company Act (British Columbia). The Registrant subsequently
  changed its name to Capri Resources Ltd. on May 12, 1983.

The Registrant changed its name to "Capri Resources Ltd."
  effective as of May 12, 1983. Effective December 24, 1987, the Registrant altered
  its share capital by consolidation of its authorized and issued capital on the
  basis of one new share for three old shares, decreasing the number of shares
  authorized from 5,000,000 shares to 1,666,666.67 shares. The Registrant then
  increased its authorized capital to 10,000,000 shares and changed its name to
  "International Capri Resources Ltd." Effective July 19, 2000, the Registrant
  changed its name to "Apiva.com Web Corporation." and effective December 18,
  2001, the Registrant changed its name to Apiva Ventures Limited.

By resolution filed with the British Columbia Registrar of
  Companies (the "Registrar") on July 6, 1994, in accordance with Section 256
  of the Company Act (British Columbia), certain escrow shares held under
  an existing agreement were cancelled without consideration and the authorized
  and issued share capital was diminished so that the authorized capital of the
  Registrant consisted of 9,787,500 shares. By Special Resolution filed with the
  Registrar on July 7, 1995, the Registrant's authorized capital was increased
  to 100,000,000 common shares without par value.

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

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

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

| | (c) | Borrowing powers exercisable by the directors and
        how such borrowing powers can be varied: 
              None.                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) | Retirement or non-retirement of directors under
        an age limit requirement:
              The directors are not required to
        retire upon reaching a specific age.
|
| | (e) | Number of shares, if any, required for director's
        qualification: 
              A director is not required to hold
        any shares of the Registrant.              

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

 28  
  Apiva Ventures LimitedForm 20-F

---

There are no indentures or agreements limiting the payment
  of dividends and there are no conversion rights, special liquidation rights,
  pre-emptive rights or subscription rights attached to the common shares. The
  shares presently issued are not subject to any calls or assessments. There is
  a Shareholders Rights Plan detailed below:

4.               The
  rights of holders of common shares may not be modified other than by vote of
  3/4 of the common shares voting on such modification. Because a quorum for a
  general meeting of shareholders can exist with one shareholder (proxy-holder)
  personally present, the rights of holders of common shares may be modified by
  the votes of less than a majority of the issued common shares of the Registrant.

Shareholders may apply to the Supreme Court of British Columbia
  for various remedies on the grounds that the affairs of the Registrant are being
  conducted in a manner oppressive to one or more of the shareholders or that
  some resolution of shareholders has been passed or is proposed that is unfairly
  prejudicial to one or more of the shareholders. That Court may, with a view
  to bringing it to an end or to remedying the matters complained of, make an
  interim or final order if it considers appropriate, including the following:

| | (a) | direct or prohibit any act or cancel or vary any
        transaction or resolution;                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | regulate the conduct of the Registrant's affairs
        in the future;                                                                                 
| | (c) | provide for the purchase of the Common Shares of
        any member of the Registrant by another member of the Registrant, or by
        the Registrant;
| | (d) | in the case of a purchase by the Registrant, reduce
        the Registrant's capital or otherwise;                                                      
| | (e) | appoint a receiver or receiver manager;                                                                                                                 
| | (f) | order that the Registrant be wound up;                                                                                                                  
| | (g) | authorize or direct that proceedings be commenced
        in the name of the Registrant against any party on the terms the Court
        directs;       
| | (h) | require the Registrant to produce financial statements;                                                                                                 
| | (i) | order the Registrant to compensate an aggrieved
        person; and                                                                                     
| | (j) | direct rectification of any record of the Registrant.                                                                                                   

Where a special resolution to modify the rights of the holders
  of common shares has been passed, the holders of not less than 10% of the common
  shares, who are entitled to vote and did vote against the special resolution
  (in person or by proxy), may apply to the Supreme Court of British Columbia
  to set aside the resolution.

There are no restrictions on the purchase or redemption of
  common shares by the Registrant while there is any arrearage in the payment
  of dividends or sinking fund installments.

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

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

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

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

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

 29  
  Apiva Ventures LimitedForm 20-F

---

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 June 30, 2004, there
  were no material contracts entered into, other than contracts entered into in
  the ordinary course of business, to which the Registrant or any member of the
  group was a party. For a description of those contracts entered into in the
  ordinary course of business refer to Item 4B  Business Overview.

10.D             Exchange
  Controls


There are no governmental laws, decrees or regulations in
  Canada relating to restrictions on the export or import of capital, or affecting
  the remittance of interest, dividends or other payments to non-resident holders
  of the Registrant's common shares. Any remittances of dividends to United States
  residents are, however, subject to a 15% withholding tax (10% if the shareholder
  is a corporation owning at least 10% of the outstanding common shares of the
  Registrant) pursuant to Article X of the reciprocal tax treaty between Canada
  and the United States.

Except as provided in the Investment Canada Act (the "Act"),
  there are no limitations under the laws of Canada, the Province of British Columbia
  or in the charter or any other constituent documents of the Registrant on the
  right of foreigners to hold or vote the common shares of the Registrant.

10.E             Taxation

ALL SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS
  AS TO THE INCOME AND OTHER TAX CONSEQUENCES ARISING IN THEIR PARTICULAR CIRCUMSTANCES.
  THE FOLLOWING IS A SUMMARY ONLY AND OF A GENERAL NATURE AND IS NOT INTENDED,
  NOR SHOULD IT BE CONSTRUED, TO BE LEGAL OR TAX ADVISE TO ANY PARTICULAR SHAREHOLDER.

United States Federal Income Tax Consequences


The following is a discussion of material United States federal
  income tax consequences, under current law, applicable to a US Holder (as hereinafter
  defined) of common shares of the Registrant. This discussion does not address
  consequences peculiar to persons subject to special provisions of federal income
  tax law, such as those described below as excluded from the definition of a
  US Holder. In addition, this discussion does not cover any state, local or foreign
  tax consequences. (Refer to "Canadian Federal Income Tax Considerations" for
  material Canadian federal income tax consequences).

The following discussion is based upon the sections of the
  Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
  published Internal Revenue Service ("IRS") rulings, published administrative
  positions of the IRS and court decisions that are currently applicable, any
  or all of which could be materially and adversely changed, possibly on a retroactive
  basis, at any time and which are subject to differing interpretations. This
  discussion does not consider the potential effects, both adverse and beneficial,
  of any proposed legislation that, if enacted, could be applied, possibly on
  a retroactive basis, at any time. This discussion is for general information
  only and it is not intended to be, nor should it be construed to be, legal or
  tax advice to any holder or prospective holder of common shares of the Company
  and no opinion or representation with respect to the United States federal

 30  
  Apiva Ventures LimitedForm 20-F

---

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 distributions, equal to the U.S. dollar value of such distributions
  on the date of receipt (based on the exchange rate on such date), to the extent
  that the Company has current or accumulated earnings and profits, without reduction
  for any Canadian income tax withheld from such distributions. Such Canadian
  tax withheld may be credited, subject to certain limitations, against the U.S.
  Holder's federal income tax liability or, alternatively, may be deducted in
  computing the U.S. Holder's federal taxable income by those who itemize deductions.
  (The section, "Foreign Tax Credit", below provides more details). To the extent
  that distributions exceed current or accumulated earnings and profits of the
  Company, they will be treated first as a return of capital up to the U.S. Holder's
  adjusted basis in the common shares and thereafter as gain from the sale or
  exchange of the common shares. Preferential tax rates for long-term capital
  gains are applicable to a U.S. Holder that is an individual, estate or trust.
  There are currently no preferential tax rates for long-term capital gains for
  a U.S. Holder that is a corporation.

In the case of foreign currency received as a dividend that
  is not converted by the recipient into U.S. dollars on the date of receipt,
  a U.S. Holder will have a tax basis in the foreign currency equal to its U.S.
  dollar value on the date of receipt. Generally any gain or loss recognized upon
  a subsequent sale or other disposition of the foreign currency, including the
  exchange for U.S. dollars, will be ordinary income or loss. However, an individual
  whose realized gain does not exceed $200 will not recognize that gain, to the
  extent that there are no expenses associated with the transaction that meet
  the requirements for deductibility as a trade or business expense (other than
  travel expenses in connection with a business trip) or as an expense for the
  production of income.

Dividends paid on the common shares of the Company generally
  will not be eligible for the dividends received deduction provided to corporations
  receiving dividends from certain United States corporations. A U.S. Holder which
  is a corporation and which owns shares representing at least 10% of the voting
  power and value of the Company may, under certain circumstances, be entitled
  to a 70% (or 80% if the U.S. Holder owns shares

 31  
  Apiva Ventures LimitedForm 20-F

---

representing at least 20% of the voting power and value of
  the Company) deduction of the United States source portion of dividends received
  from the Company (unless the Company qualifies as a "foreign personal holding
  company" or a "passive foreign investment company," as defined below). The availability
  of this deduction is subject to several complex limitations that are beyond
  the scope of this discussion.

Certain information reporting and backup withholding rules
  may apply with respect to the Company's common shares. In particular, a payor
  or middleman within the U.S., or in certain cases outside the U.S., will be
  required to withhold 31% of any payments to a holder of the Company's common
  shares of dividends on, or proceeds from the sale of, such common shares within
  the U.S., unless the holder is an exempt recipient, if the holder fails to furnish
  its correct taxpayer identification number or otherwise fails to comply with,
  or establish an exemption from, the backup withholding tax requirements. Any
  amounts withheld under the U.S. backup withholding tax rules will be allowed
  as a refund or a credit against the U.S. Holder's U.S. federal income tax liability,
  provided the required information is furnished to the IRS. U.S. Holders are
  urged to consult their own tax counsel regarding the information reporting and
  backup withholding rules applicable to the Company's common shares.

Foreign Tax Credit


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

Disposition of Common Shares of the Company


A U.S. Holder will recognize gain or loss upon the sale of
  common shares of the Company equal to the difference, if any, between (i) the
  amount of cash plus the fair market value of any property received, and (ii)
  the shareholder's tax basis in the common shares of the Company. Preferential
  tax rates apply to long-term capital gains of U.S. Holders that are individuals,
  estates or trusts. This gain or loss will be capital gain or loss if the common
  shares are a capital asset in the hands of the U.S. Holder, which will be long-term
  capital gain or loss if the common shares of the Company are held for more than
  one year. Deductions for net capital losses are subject to significant limitations.
  For U.S. Holders which are not corporations, any unused portion of such net
  capital loss may be carried over to be used in later tax years until such net
  capital loss is thereby exhausted. For U.S. Holders that are corporations (other
  than corporations subject to Subchapter S of the Code), an unused net capital
  loss may be carried back three years and carried forward five years from the
  loss year to be offset against capital gains until such net capital loss is
  thereby exhausted.

 32  
  Apiva Ventures LimitedForm 20-F

---

Other Considerations

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

Foreign Personal Holding Company


If at any time during a taxable year (i) more than 50% of
  the total combined voting power or the total value of the Company's outstanding
  shares is owned, directly or indirectly, by five or fewer individuals who are
  citizens or residents of the United States and (ii) 60% (50% in some circumstances)
  or more of the Company's gross income for such year was "foreign personal holding
  company income" (e.g. dividends, interest and similar income), the Company may
  be treated as a "foreign personal holding company." In that event, U.S. Holders
  that hold common shares would be required to include in gross income for such
  year their allocable portions of such "foreign personal holding company income"
  to the extent the Company does not actually distribute such income. The Company
  does not believe that it currently qualifies as a foreign personal holding company.
  However, there can be no assurance that the Company will not be considered a
  foreign personal holding company for the current or any future taxable year.

Foreign Investment Company


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

Passive Foreign Investment Company


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

 33  
  Apiva Ventures LimitedForm 20-F

---

of U.S. Holders beginning after 1997 and taxable years of
  foreign corporations ending with or within such taxable years of U.S. Holders.

The Company believes that it was not a PFIC for its fiscal
  year ended December 31, 2003 and does not believe that it will be a PFIC for
  the fiscal year ending December 31, 2003. However, because the PFIC determination
  is made annually on the basis of income and assets, there can be no assurance
  that the Company will not be a PFIC in the current or in a subsequent year.
  In addition, there can be no assurance that the Company's determination concerning
  its PFIC status will not be challenged by the IRS, or that it will be able to
  satisfy record keeping requirements which will be imposed on QEFs in the event
  that it qualifies as a PFIC.

Controlled Foreign Registrant


If more than 50% of the total combined voting power of all
  classes of shares entitled to vote or the total value of the shares of the Company
  is owned, actually or constructively, by citizens or residents of the United
  States, United States domestic partnerships or corporations, or estates or trusts
  other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)),
  each of which own, actually or constructively, 10% or more of the total combined
  voting power of all classes of shares entitled to vote of the Company ("United
  States Shareholder"), the Company could be treated as a controlled foreign corporation
  ("CFC") under Subpart F of the Code. This classification would affect many complex
  results, one of which is the inclusion of certain income of a CFC which is subject
  to current U.S. tax. The United States generally taxes United States shareholders
  of a CFC currently on their pro rata shares of the Subpart F income of the CFC.
  Such United States shareholders are generally treated as having received a current
  distribution out of the CFC's Subpart F income and are also subject to current
  U.S. tax on their pro rata shares of the CFC's earnings invested in U.S. property.
  The foreign tax credit described above may reduce the U.S. tax on these amounts.
  In addition, under Section 1248 of the Code, gain from the sale or exchange
  of shares by a U.S. Holder of common shares of the Company which is or was a
  United States Shareholder at any time during the five-year period ending with
  the sale or exchange is treated as ordinary income to the extent of earnings
  and profits of the Company attributable to the shares sold or exchanged. If
  a foreign corporation is both a PFIC and a CFC, the foreign corporation generally
  will not be treated as a PFIC with respect to United States Shareholders of
  the CFC. This rule generally will be effective for taxable years of United States
  Shareholders beginning after 1997 and for taxable years of foreign Registrants
  ending with or within such taxable years of United States Shareholders. Special
  rules apply to United States Shareholders who are subject to the special taxation
  rules under Section 1291 discussed above with respect to a PFIC. Because of
  the complexity of Subpart F, a more detailed review of these rules is outside
  of the scope of this discussion. The Company does not believe that it currently
  qualifies as a CFC. However, there can be no assurance that the Company will
  not be considered a CFC for the current or any future taxable year.

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

 34  
  Apiva Ventures LimitedForm 20-F

---

summary does not apply to a shareholder who carries on business
  in Canada through a "permanent establishment" situated in Canada or performs
  independent personal services in Canada through a fixed base in Canada if the
  shareholder's holding in the Registrant is effectively connected with such permanent
  establishment or fixed base. This summary is based on the provisions of the
  Canadian Income Tax Act and the regulations thereunder and on an understanding
  of the administrative practices of Canada Customs & Revenue Agency, and
  takes into account all specific proposals to amend the Canadian Tax Act or regulations
  made by the Minister of Finance of Canada as of the date hereof. It has been
  assumed that there will be no other relevant amendment of any governing law
  although no assurance can be given in this respect. This discussion is general
  only and is not a substitute for independent advice from a shareholder's own
  Canadian and U.S. tax advisors.

The provisions of the Canadian Tax Act are subject to income
  tax treaties to which Canada is a party, including the Canada-United States
  Income Tax Convention (1980), as amended (the "Convention").

Dividends on Common Shares and Other Income


Under the Canadian Tax Act, a non-resident of Canada is generally
  subject to Canadian withholding tax at the rate of 25 percent on dividends paid
  or deemed to have been paid to him or her by a corporation resident in Canada.
  The Convention limits the rate to 15 percent if the shareholder is a resident
  of the United States and the dividends are beneficially owned by and paid to
  such shareholder, and to 5 percent if the shareholder is also a corporation
  that beneficially owns at least 10 percent of the voting stock of the payor
  corporation.

The amount of a stock dividend (for tax purposes) would generally
  be equal to the amount by which the paid up or stated capital of the Registrant
  had increased by reason of the payment of such dividend. The Registrant will
  furnish additional tax information to shareholders in the event of such a dividend.
  Interest paid or deemed to be paid on the Registrant's debt securities held
  by non-Canadian residents may also be subject to Canadian withholding tax, depending
  upon the terms and provisions of such securities and any applicable tax treaty.

The Convention generally exempts from Canadian income tax
  dividends paid to a religious, scientific, literary, educational or charitable
  organization or to an organization constituted and operated exclusively to administer
  a pension, retirement or employee benefit fund or plan, if the organization
  is a resident of the United States and is exempt from income tax under the laws
  of the United States.

Dispositions of Common Shares


Under the Canadian Tax Act, a taxpayer's capital gain or capital
  loss from a disposition of a share of common stock of the Registrant is the
  amount, if any, by which his or her proceeds of disposition exceed (or are exceeded
  by, respectively) the aggregate of his or her adjusted cost base of the share
  and reasonable expenses of disposition. The capital gain or loss must be computed
  in Canadian currency using a weighted average adjusted cost base for identical
  properties. Fifty percent of the capital gains net of losses are included in
  income. The amount by which a shareholder's capital loss exceeds the capital
  gain in a year may be deducted from a capital gain realized by the shareholder
  in the three previous years or any subsequent year, subject to certain restrictions
  in the case of a corporate shareholder.

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.

 35  
  Apiva Ventures LimitedForm 20-F

---

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

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

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

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

10.F             Dividends
  and Paying Agents

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

10.G             Statement
  by Experts

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

10.H             Documents
  on Display


Copies of the most recent annual report, consolidated financial
  statements for the year ended December 31, 2003 and subsequent interim financial
  statements of the Company may be obtained, upon request, from the Secretary
  of the Company. The Company may require the payment of a reasonable fee in respect
  of a request therefore made by a person who is not a security holder of the
  Company.

10.I             Subsidiary
  Information

Item 4.C provides further information.

ITEM 11.             QUANTITATIVE
  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 12.             DESCRIPTION
  OF SECURITIES OTHER THAN EQUITY SECURITIES

 36  
  Apiva Ventures LimitedForm 20-F

---

This Form 20-F is being filed as an annual report under the
  Exchange Act, and accordingly, the information called for in Item 12 is not
  required.

PART II

ITEM 13.             DEFAULTS,
  DIVIDEND ARREARAGES AND DELINQUENCIES



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

Not applicable

ITEM 15.             CONTROLS
  AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

There were no significant changes in the Registrant's internal
  controls or in other factors that could significantly affect these controls
  subsequent to the date the Chief Executive Officer completed his evaluation,
  nor were there any significant deficiencies of material weaknesses in the Registrant's
  internal controls requiring corrective actions.

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

16.A             Audit
  Committee Financial Expert


The Registrant does not currently have a financial expert
  in its audit committee due to its relatively small size. In 2003, the Registrant
  had only one employee and the Registrant relied upon the services of a chartered
  accounting firm in Vancouver, BC, Canada, to prepare its interim unaudited quarterly
  consolidated financial statements and to provide review engagements thereto.
  Also, the Registrant retained the audit services of Davidson and Company,

 37  
  Apiva Ventures LimitedForm 20-F

---

Chartered Accountants, to perform the audit on its year-end
  consolidated financial statements. On these bases, the Registrant believes that
  the audit committee has adequate resources available to it when financial expertise
  and advice are necessary.

16.B             Code
  of Ethics

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

Directors, including the director/employee of the Registrant,
  are subject to the laws of the Province of British Columbia, Canada, whereby
  they are required to act honestly, in good faith and in the best interests of
  the Registrant.

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

|– | act with honesty and integrity and in an ethical
        manner resolve any actual or apparent conflicts of interest between personal
        and professional relationships;                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|– | ensure that any public filings or announcements,
        whether they are statutory or regulatory filings or other documents submitted
        for public disclosure and communication, are accurate, complete, fair,
        timely and understandable in all material respects, taking into consideration
        applicable standards and regulations;
|– | compliance with applicable laws, rules and regulations;
        and                                                                                                                                                                                                                                                                                      
|– | prompt internal reporting of any violations, whether
        actual or potential, in the code of ethics.                                                                                                                                                                                                                                                 

16.C             Principal
  Accountant Fees and Services

The following table discloses accounting fees and services of the Registrant:

(Stated in terms of Canadian dollars)

|                                                      | 2003        | 2002       
|----------------------------------------------------- | ----------- | -----------
|Type of Services Rendered                             | Fiscal Year | Fiscal Year
|                                                      | (CAD$)      | (CAD$)     
|                                                      |             |            
|(a)     Audit Fees                                    | $15,000.00  | $15,000.00 
|                                                      |             |            
|(b)     Audit-Related Fees incurred and
      accrued | included in | included in
|(eg.
      review of Form 20-F)                       | above       | above      
|                                                      |             |            
|(c)     Tax Fees                                      | Nil         | Nil        
|                                                      |             |            
|(d)     All Other Fees                                | Nil         | Nil        

 38  
  Apiva Ventures LimitedForm 20-F

---

At an Audit Committee meeting held in May 2004, the Audit
  Committee preapproved all services to be performed by the auditors including
  any advisory services that are requested by the Registrant for the 2004 fiscal
  year until the next Audit Committee meeting concerning the financial statements
  for the year ended December 31, 2004.

16.D             Exemptions
  from the Listing Standards for Audit Committees



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                                                                                                                                                                                                                                       | Page # in Sequential Numbering System
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------
|1.1         Auditors'
      report dated April 23, 2004.                                                                                                                                                                                                   | F-1                                  
|1.2         Consolidated
      balance sheets as at December 31, 2003 and 2002 together with  the
      consolidated statements of operations and deficit and               
      cash flows for each of the years ended December 31, 2003, 2002 and 2001 | F-2 - F-6                            

ITEM 18.            
  FINANCIAL STATEMENTS

Not Applicable

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                                  

 39 
    Apiva Ventures LimitedForm 20-F

---

|Exhibit Number | Description                                                                                                                                                                                                                                                                                                                                | Page # in Sequential Numbering System
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------
|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                                  

 40  
  Apiva Ventures LimitedForm 20-F

---

|Exhibit Number | Description                                                                                                                                                                                                                                                                                            | Page # in Sequential Numbering System
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------
|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 (Ronald
      Noble)                                                                                                                                                                                                     |                                      
|12.2           | Certification pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002 (Barrie
      Barraclough)                                                                                                                                                                                               |                                      
|13.1           | Certification pursuant to Title
      18, United States Code, Section 1350 as adopted pursuant to Section 906
      of the Sarbanes-Oxley Act of 2002 (Ronald Noble)                                                                                                                                   |                                      
|13.2           | Certification pursuant to Title
      18, United States Code, Section 1350 as adopted pursuant to Section 906
      of the Sarbanes-Oxley Act of 2002 (Barrie Barraclough)                                                                                                                             |                                      

 41 
  Apiva Ventures LimitedForm 20-F

---

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 Vancouver, British Columbia, Canada, as of June 30, 2004.

| | APIVA
        VENTURES LIMITED
        Per:
      /s/ Ronald W. Noble
| | ---------------------------------------------------------------------
| |                                                                      
| | Ronald W. Noble, President                                           



 42  
  Apiva Ventures LimitedForm 20-F

---

|**D**AVIDSON
      **& C**OMPANY |                       |  |  | A Partnership of Incorporated Professionals
|-------------------------------- | --------------------- |  |  | -------------------------------------------
|                                 | Chartered Accountants |  | 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM

To the Shareholders of 
  Apiva Ventures Limited

We have audited the balance sheets of Apiva Ventures Limited
  as at December 31, 2003 and 2002 and the statements of operations, shareholders'
  equity (deficiency) and cash flows for the years ended December 31, 2003, 2002
  and 2001. These financial statements are the responsibility of the Company's
  management. Our responsibility is to express an opinion on these financial statements
  based on our audits.

We conducted our audits in accordance with Canadian generally
  accepted auditing standards and with the standards of the Public Company Accounting
  Oversight Board (United States). Those standards require that we plan and perform
  an audit to obtain reasonable assurance 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 financial statement
  presentation.

In our opinion, these financial statements present fairly,
  in all material respects, the financial position of the Company as at December
  31, 2003 and 2002 and the results of its operations and its cash flows for the
  years ended December 31, 2003, 2002 and 2001 in accordance with Canadian generally
  accepted accounting principles.

|                                       | "DAVIDSON & COMPANY" 
|-------------------------------------- | ---------------------
|                                       | Chartered Accountants
|Vancouver, Canada
      April 23, 2004 |                      

COMMENTS BY AUDITORS FOR U.S. READERS ON
  CANADA 
  U.S. REPORTING DIFFERENCES

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by conditions and events that cast substantial
  doubt on the Company's ability to continue as a going concern, such as those
  described in Note 1 to the financial statements. Our report to the shareholders
  dated April 23, 2004 is expressed in accordance with Canadian reporting standards
  which do not permit a reference to such events and conditions in the auditors'
  report when these are adequately disclosed in the financial statements.

|                                       | "DAVIDSON & COMPANY" 
|-------------------------------------- | ---------------------
|                                       | Chartered Accountants
|Vancouver, Canada
      April 23, 2004 |                      



A Member ofSCINTERNATIONAL1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver,
  BC, Canada, V7Y 1G6

Telephone (604) 687-0947 Fax (604) 687-6172

 F-1  
  Apiva Ventures LimitedForm 20-F

---

|APIVA
      VENTURES LIMITED
      (An Exploration Stage Company)
      BALANCE SHEETS
|--------------------------------------------------------------------------------------
|(Expressed
      in Canadian Dollars) 
      AS AT DECEMBER 31                        
|                                                                                      

|                                                   |   | 2003        |   |   | 2002        |  
|-------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                   |   |             |   |   |             |  
|ASSETS                                             |   |             |   |   |             |  
|                                                   |   |             |   |   |             |  
|Current                                            |   |             |   |   |             |  
|Cash and cash equivalents                          | $ | 1,308       |   | $ | -           |  
|Receivables                                        |   | 826         |   |   | 2,290       |  
|Prepaids                                           |   | 1,617       |   |   | -           |  
|                                                   |   |             |   |   |             |  
|Total current assets                               |   | 3,751       |   |   | 2,290       |  
|                                                   |   |             |   |   |             |  
|Equipment(Note 3)                                  |   | -           |   |   | 3,291       |  
|Due from related party(Note 4)                     |   | 60,834      |   |   | -           |  
|Investment in partnership(Note 5)                  |   | 100         |   |   | 100         |  
|                                                   |   |             |   |   |             |  
|Total assets                                       | $ | 64,685      |   | $ | 5,681       |  
|                                                   |   |             |   |   |             |  
|LIABILITIES AND SHAREHOLDERS' DEFICIENCY           |   |             |   |   |             |  
|                                                   |   |             |   |   |             |  
|Current                                            |   |             |   |   |             |  
|Accounts payable and
      accrued liabilities     | $ | 69,119      |   | $ | 35,893      |  
|                                                   |   |             |   |   |             |  
|Total current liabilities                          |   | 69,119      |   |   | 35,893      |  
|                                                   |   |             |   |   |             |  
|Shareholders' deficiency                           |   |             |   |   |             |  
|Capital stock (Note
      7)                       |   |             |   |   |             |  
|Authorized                                         |   |             |   |   |             |  
|100,000,000 common shares without par value        |   |             |   |   |             |  
|Issued and outstanding                             |   |             |   |   |             |  
|15,789,619 common shares (2002 
      15,789,619) |   | 14,192,144  |   |   | 14,192,144  |  
|Additional paid-in
      capital                   |   | 1,193,809   |   |   | 1,193,809   |  
|Deficit                                            |   | (15,390,387 | ) |   | (15,416,165 | )
|                                                   |   |             |   |   |             |  
|Total shareholders'
      deficiency               |   | (4,434      | ) |   | (30,212     | )
|                                                   |   |             |   |   |             |  
|Total liabilities and shareholders' deficiency     | $ | 64,685      |   | $ | 5,681       |  

|Nature and continuance of operations(Note
      1) |          |  |                
|-------------------------------------------------- | -------- |  | ---------------
|Subsequent event(Note 13)                          |          |  |                
|                                                   |          |  |                
|On behalf of the Board:                            |          |  |                
|                                                   |          |  |                
|"Ronald Noble"                                     | Director |  | "Clair Calvert"

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

 F-2  
  Apiva Ventures LimitedForm 20-F

---

|APIVA
      VENTURES LIMITED                                 
|-------------------------------------------------------------
|(An Exploration Stage Company)
      STATEMENTS OF OPERATIONS
|(Expressed
      in Canadian Dollars)                        
|YEAR ENDED DECEMBER 31                                       
|                                                             

|                                                    |   | 2003       |   |   | 2002       |   |   | 2001       |  
|--------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                    |   |            |   |   |            |   |   |            |  
|EXPENSES                                            |   |            |   |   |            |   |   |            |  
|Amortization                                        | $ | 3,291      |   | $ | 581        |   | $ | 2,988      |  
|Bank charges and interest                           |   | 1,663      |   |   | 930        |   |   | 1,517      |  
|Consulting fees to
      a related party (Note 9)   |   | 24,193     |   |   | -          |   |   | -          |  
|Foreign exchange (gain)
      loss                  |   | -          |   |   | 1,787      |   |   | (5,408     | )
|Management fees to
      related parties (Note 9)   |   | 18,800     |   |   | 13,750     |   |   | -          |  
|Mineral property costs
      (Note 6)               |   | -          |   |   | 62,793     |   |   | 169,312    |  
|Office and general                                  |   | 3,948      |   |   | 32,212     |   |   | 68,810     |  
|Professional and consulting
      fees (Note 9)     |   | 82,256     |   |   | 73,937     |   |   | 120,571    |  
|Promotion and investor
      relations              |   | 24,712     |   |   | 19,016     |   |   | 36,558     |  
|Rent to a related
      party (Note 9)              |   | 4,000      |   |   | 8,750      |   |   | 10,800     |  
|Travel and automobile                               |   | 1,327      |   |   | 6,728      |   |   | 43,674     |  
|                                                    |   |            |   |   |            |   |   |            |  
|                                                    |   | (164,190   | ) |   | (220,484   | ) |   | (448,822   | )
|                                                    |   |            |   |   |            |   |   |            |  
|                                                    |   |            |   |   |            |   |   |            |  
|OTHER ITEMS                                         |   |            |   |   |            |   |   |            |  
|Income distribution
      from partnership (Note 5) |   | 244,794    |   |   | -          |   |   | -          |  
|Interest and other
      income                     |   | 174        |   |   | 154        |   |   | 8,125      |  
|Gain (loss) on sale
      of marketable securities  |   | -          |   |   | (42,682    | ) |   | 61,409     |  
|Loss on disposal of
      property and equipment    |   | -          |   |   | -          |   |   | (2,450     | )
|Write-down of marketable
      securities           |   | -          |   |   | -          |   |   | (266,487   | )
|Write-down of due
      from related party (Note 4) |   | (55,000    | ) |   | -          |   |   | -          |  
|                                                    |   |            |   |   |            |   |   |            |  
|                                                    |   | 189,968    |   |   | (42,528    | ) |   | (199,403   | )
|                                                    |   |            |   |   |            |   |   |            |  
|Net income (loss) for the year                      | $ | 25,778     |   | $ | (263,012   | ) | $ | (648,225   | )
|                                                    |   |            |   |   |            |   |   |            |  
|Basic and diluted earnings (loss) per share         | $ | 0.01       |   | $ | (0.02      | ) | $ | (0.04      | )
|                                                    |   |            |   |   |            |   |   |            |  
|Weighted average number of shares outstanding       |   | 15,789,619 |   |   | 15,742,307 |   |   | 15,496,345 |  

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

 F-3  
  Apiva Ventures LimitedForm 20-F

---

|APIVA
      VENTURES LIMITED                                 
|-------------------------------------------------------------
|(An Exploration Stage Company)
      STATEMENTS OF OPERATIONS
|(Expressed
      in Canadian Dollars)                        
|YEAR
      ENDED DECEMBER 31                                 
|                                                             

|                                               | Capital
      Stock |  |   |            |  |   |            |  |   |             |  
|---------------------------------------------- | ------------------- |  | - | ---------- |  | - | ---------- |  | - | ----------- | -
|                                               |                     |  |   |            |  |   |            |  |   |             |  
|                                               |                     |  |   |            |  |   | Additional |  |   |             |  
|                                               | Number              |  |   |            |  |   | Paid-in    |  |   |             |  
|                                               | of Shares           |  |   | Amount     |  |   | Capital    |  |   | Deficit     |  
|                                               |                     |  |   |            |  |   |            |  |   |             |  
|Balance, December 31, 2000                     | 15,426,619          |  | $ | 13,979,726 |  | $ | 1,154,814  |  | $ | (14,504,928 | )
|                                               |                     |  |   |            |  |   |            |  |   |             |  
|Shares issued on exercise
      of options     | 50,000              |  |   | 13,600     |  |   | -          |  |   | -           |  
|                                               |                     |  |   |            |  |   |            |  |   |             |  
|Shares issued for
      acquisition of mineral |                     |  |   |            |  |   |            |  |   |             |  
|properties                                     | 200,000             |  |   | 169,312    |  |   | -          |  |   | -           |  
|                                               |                     |  |   |            |  |   |            |  |   |             |  
|Stock options issued
      to consultants      | -                   |  |   | -          |  |   | 38,995     |  |   | -           |  
|                                               |                     |  |   |            |  |   |            |  |   |             |  
|Loss for the year                              | -                   |  |   | -          |  |   | -          |  |   | (648,225    | )
|                                               |                     |  |   |            |  |   |            |  |   |             |  
|Balance, December 31, 2001                     | 15,676,619          |  |   | 14,162,638 |  |   | 1,193,809  |  |   | (15,153,153 | )
|                                               |                     |  |   |            |  |   |            |  |   |             |  
|Shares issued on exercise
      of options     | 113,000             |  |   | 29,506     |  |   | -          |  |   | -           |  
|                                               |                     |  |   |            |  |   |            |  |   |             |  
|Loss for the year                              | -                   |  |   | -          |  |   | -          |  |   | (263,012    | )
|                                               |                     |  |   |            |  |   |            |  |   |             |  
|Balance, December 31, 2002                     | 15,789,619          |  |   | 14,192,144 |  |   | 1,193,809  |  |   | (15,416,165 | )
|                                               |                     |  |   |            |  |   |            |  |   |             |  
|Net income for the
      year                  | -                   |  |   | -          |  |   | -          |  |   | 25,778      |  
|                                               |                     |  |   |            |  |   |            |  |   |             |  
|Balance, December 31, 2003                     | 15,789,619          |  | $ | 14,192,144 |  | $ | 1,193,809  |  | $ | (15,390,387 | )

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

 F-4 
  Apiva Ventures LimitedForm 20-F

---

|APIVA
      VENTURES LIMITED                                 
|-------------------------------------------------------------
|(An Exploration Stage Company)
      STATEMENTS OF OPERATIONS
|(Expressed
      in Canadian Dollars)                        
|YEAR
      ENDED DECEMBER 31                                 
|                                                             

|                                                                      |   | 2003     |   |   | 2002     |   |   | 2001     |  
|--------------------------------------------------------------------- | - | -------- | - | - | -------- | - | - | -------- | -
|                                                                      |   |          |   |   |          |   |   |          |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                  |   |          |   |   |          |   |   |          |  
|Net income (loss) for the year                                        | $ | 25,778   |   | $ | (263,012 | ) | $ | (648,225 | )
|Items not affecting cash:                                             |   |          |   |   |          |   |   |          |  
|Amortization                                                          |   | 3,291    |   |   | 581      |   |   | 2,988    |  
|Loss on disposal
      of property and equipment                      |   | -        |   |   | -        |   |   | 2,450    |  
|(Gain) loss on sale
      of marketable securities                    |   | -        |   |   | 42,682   |   |   | (61,409  | )
|Mineral property
      costs paid by stock                            |   | -        |   |   | -        |   |   | 169,312  |  
|Write-down of marketable
      securities                             |   | -        |   |   | -        |   |   | 266,487  |  
|Stock-based compensation
      paid as consulting fees                |   | -        |   |   | -        |   |   | 38,995   |  
|Write-down of due
      from related party                            |   | 55,000   |   |   | -        |   |   | -        |  
|                                                                      |   |          |   |   |          |   |   |          |  
|Changes in non-cash working capital items:                            |   |          |   |   |          |   |   |          |  
|Decrease in receivables                                               |   | 1,464    |   |   | 625      |   |   | 8,817    |  
|(Increase) decrease
      in prepaid expenses                         |   | (1,617   | ) |   | -        |   |   | 4,588    |  
|Decrease in due to
      related party                                |   | -        |   |   | -        |   |   | (963     | )
|Increase (decrease)
      in accounts payable and accrued liabilities |   | 33,226   |   |   | 15,679   |   |   | (816     | )
|                                                                      |   |          |   |   |          |   |   |          |  
|Net cash provided by (used in) operating
      activities             |   | 117,142  |   |   | (203,445 | ) |   | (217,776 | )
|                                                                      |   |          |   |   |          |   |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                  |   |          |   |   |          |   |   |          |  
|Capital stock issued for cash                                         |   | -        |   |   | 29,506   |   |   | 13,600   |  
|                                                                      |   |          |   |   |          |   |   |          |  
|Net cash provided by financing activities                             |   | -        |   |   | 29,506   |   |   | 13,600   |  
|                                                                      |   |          |   |   |          |   |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                  |   |          |   |   |          |   |   |          |  
|Due from related party                                                |   | (115,834 | ) |   | -        |   |   | -        |  
|Proceeds on disposal of property and equipment                        |   | -        |   |   | -        |   |   | 650      |  
|Purchase of marketable securities                                     |   | -        |   |   | -        |   |   | (328,481 | )
|Proceeds on sale of marketable securities                             |   | -        |   |   | 31,542   |   |   | 279,823  |  
|                                                                      |   |          |   |   |          |   |   |          |  
|Net cash provided by (used in) investing
      activities             |   | (115,834 | ) |   | 31,542   |   |   | (48,008  | )

- continued -

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

 F-5  
  Apiva Ventures LimitedForm 20-F

---

|APIVA
      VENTURES LIMITED                                 
|-------------------------------------------------------------
|(An Exploration Stage Company)
      STATEMENTS OF CASH FLOWS
|(Expressed
      in Canadian Dollars)                        
|YEAR
      ENDED DECEMBER 31                                 
|                                                             

|                                                                  |   | 2003  |  |   | 2002     |   |   | 2001     |  
|----------------------------------------------------------------- | - | ----- |  | - | -------- | - | - | -------- | -
|                                                                  |   |       |  |   |          |   |   |          |  
|Continued                                                         |   |       |  |   |          |   |   |          |  
|                                                                  |   |       |  |   |          |   |   |          |  
|Change in cash and cash equivalents during the year               |   | 1,308 |  |   | (142,397 | ) |   | (252,184 | )
|                                                                  |   |       |  |   |          |   |   |          |  
|Cash and cash equivalents, beginning of year                      |   | -     |  |   | 142,397  |   |   | 394,581  |  
|                                                                  |   |       |  |   |          |   |   |          |  
|Cash and cash equivalents, end of year                            | $ | 1,308 |  | $ | -        |   | $ | 142,397  |  
|                                                                  |   |       |  |   |          |   |   |          |  
|Cash and cash equivalents are comprised of the following:         |   |       |  |   |          |   |   |          |  
|Bank balances and money
      market funds                        | $ | -     |  | $ | -        |   | $ | 126,990  |  
|Short-term investments                                            |   | -     |  |   | -        |   |   | 15,407   |  
|                                                                  |   |       |  |   |          |   |   |          |  
|                                                                  | $ | -     |  | $ | -        |   | $ | 142,397  |  
|                                                                  |   |       |  |   |          |   |   |          |  
|Cash paid during the year for:                                    |   |       |  |   |          |   |   |          |  
|Interest expense                                                  | $ | -     |  | $ | -        |   | $ | -        |  
|Income taxes                                                      |   | -     |  |   | -        |   |   | -        |  
|                                                                  |   |       |  |   |          |   |   |          |  
|Supplemental disclosure with respect to cash flows(Note
      10) |   |       |  |   |          |   |   |          |  

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

 F-6  
  Apiva Ventures LimitedForm 20-F

---

|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|1. | NATURE AND CONTINUANCE OF OPERATIONS
      Apiva Ventures Limited (the "Company") was incorporated
        on June 20, 1980 under the provisions of the Company Act of British Columbia.
      The Company's principal business activity changed is
        the exploration of mineral properties and, accordingly, the Company is
        considered to be in the exploration stage.
      These financial statements have been prepared in accordance
        with Canadian generally accepted accounting principles with the on-going
        assumption that the Company will be able to realize its assets and discharge
        its liabilities in the normal course of business. However, certain conditions
        noted below currently exist which raise substantial doubt about the Company's
        ability to continue as a going concern. These financial statements do
        not include any adjustments to the amounts and classifications of assets
        and liabilities that might be necessary should the Company be unable to
        continue as a going concern.
      The operations of the Company have primarily been funded
        by the issuance of capital stock. Continued operations of the Company
        are dependent on the Company's ability to complete public equity financings
        or generate profitable operations in the future. Management's plan in
        this regard is to secure additional funds through future equity financings.
        Such financings may not be available or may not be available on reasonable
        terms.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |             |   |   |             |  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | 2003        |   |   | 2002        |  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |             |   |   |             |  
|   | Deficit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | $ | (15,390,387 | ) | $ | (15,416,165 | )
|   | Working capital
      (deficiency)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | (65,368     | ) |   | (33,603     | )
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | SIGNIFICANT ACCOUNTING POLICIES
      These financial statements have been prepared in accordance
        with Canadian generally accepted accounting principles ("Canadian GAAP").
      Use of estimates
      The preparation of financial statements in accordance
        with Canadian generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities and disclosure of contingent assets and liabilities
        at the date of the financial statements and the reported amounts of revenues
        and expenses during the reporting periods. Actual results may differ from
        those estimates.

 F-7Apiva Ventures Limited.Form 20-F

---

|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|2. | SIGNIFICANT ACCOUNTING POLICIES(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | Monetary assets and liabilities denominated in foreign
        currencies are translated into Canadian dollars at the exchange rate in
        effect at the balance sheet date and non-monetary assets and liabilities
        at the exchange rates in effect at the time of the transaction. Revenues
        and expenses are translated at rates in effect at the time of the transaction.
        Gains and losses on translation are included in the results from operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | Cash and cash equivalents include highly liquid
        investments with original maturities of three month or less.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | Equipment, consisting of computer hardware, is carried
        at cost less accumulated amortization. Amortization is provided for using
        the declining balance method at a rate of 30% per annum for computer hardware.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | Investment in partnership                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | The Company's investment in a partnership is accounted
        for by the cost basis of accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | Mineral properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | The Company records its interests in mineral properties
        and areas of geological interest at cost less option payments received
        and other recoveries. All direct and indirect costs relating to the acquisition
        of these interests are capitalized on the basis of specific claim blocks
        or areas of geological interest until the properties to which they relate
        are placed into production, sold, abandoned or management has determined
        there to be an impairment. These costs will be amortized on the basis
        of units produced in relation to the proven reserves available on the
        related property following commencement of production. Mineral properties
        which are sold before that property reaches the production stage will
        have all revenues from the sale of the property credited against the cost
        of the property. Properties which have reached the production stage will
        have a gain or loss calculated based on the portion of that property sold.
|  
|   | The Company defers all exploration expenses relating
        to mineral properties and areas of geological interest until the properties
        to which they relate are placed into production, sold, abandoned or management
        has determined there to be an impairment. These costs will be amortized
        over the proven reserves available on the related property following commencement
        of production.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

 F-8 Apiva Ventures Limited.Form 20-F

---

|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|2. | SIGNIFICANT ACCOUNTING
        POLICIES(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Earnings (loss) per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company uses the treasury
        stock method to compute the dilutive effect of options, warrants and similar
        instruments. Under this method the dilutive effect on earnings (loss)
        per share is recognized on the use of the proceeds that could be obtained
        upon exercise of options, warrants and similar instruments. It assumes
        that the proceeds would be used to purchase common shares at the average
        market price during the period. For the years presented, this calculation
        had no effect on basic earnings (loss) per share. At December 31, 2003,
        2002 and 2001, the total number of potentially dilutive shares excluded
        from earnings (loss) per share was 2,354,000, 2,354,000 and 2,729,500,
        respectively.                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Basic earnings (loss) per
        share is calculated using the weighted-average number of shares outstanding
        during the year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Stock options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company grants options
        as described in Note 7. Effective January 1, 2002, the Company adopted
        CICA Handbook Section 3870 "Stock-Based Compensation and Other Stock-Based
        Payments", which recommends the fair value-based methodology for measuring
        compensation costs. The section also permits, and the Company has adopted,
        the use of the intrinsic value-based method, which recognizes compensation
        cost for awards to employees only when the market price exceeds the exercise
        price at date of grant, but requires pro-forma disclosure of earnings
        and earnings per share as if the fair value method had been adopted. Any
        consideration paid by the option holders to purchase shares is credited
        to capital stock.                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Effective for the year ended
        December 31, 2003, the Company adopted prospectively the new recommendations
        of the CICA with respect to stock-based compensation. Under the new recommendations,
        the Company recognizes compensation costs for the granting of all stock
        options and direct awards of stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company uses the asset
        and liability method of accounting for income taxes. Under the asset and
        liability method, future tax assets and liabilities are recognized for
        the future tax consequences attributable to differences between the financial
        statement carrying amounts of existing assets and liabilities and their
        respective tax bases. Future tax assets and liabilities are measured using
        the enacted or substantively enacted tax rates expected to apply to taxable
        income in the years in which those temporary differences are expected
        to be recovered or settled. The effect on future tax assets and liabilities
        of a change in tax rates is recognized in income in the year that includes
        the date of enactment or substantive enactment occurs. To the extent that
        the Company does not consider it more likely than not that a future tax
        asset will be recovered, it provides a valuation allowance against the
        excess.

 F-9 Apiva Ventures Limited.Form 20-F

---

|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|3. | EQUIPMENT         |      |       |      |   |              |  |   |            |  |   |       |  |   |              |  |   |            | 
|-- | ----------------- | ---- | ----- | ---- | - | ------------ |  | - | ---------- |  | - | ----- |  | - | ------------ |  | - | ---------- | 
|   |                   |      |       |      |   |              |  |   |            |  |   |       |  |   |              |  |   |            | 
|   |                   | 2003 |       | 2002 |  
|   |                   |      |       |      |   | Accumulated  |  |   | Net        |  |   |       |  |   | Accumulated  |  |   | Net        | 
|   |                   |      | Cost  |      |   | Amortization |  |   | Book Value |  |   | Cost  |  |   | Amortization |  |   | Book Value | 
|   | Computer hardware | $    | 8,610 |      | $ | 8,610        |  | $ | -          |  | $ | 8,610 |  | $ | 5,319        |  | $ | 3,291      | 

|   | During the current year,
        the Company determined its equipment had no future economic benefit and,
        accordingly, was fully amortized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | DUE FROM RELATED PARTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company loaned $115,834
        to a company controlled by a former director of the Company during the
        current year without appropriate board of directors approval. In July
        2003, the Company filed a legal claim against this company to recover
        the full amount of the loan. Pursuant to a court order and garnishee action,
        the Company received $29,899 subsequent to December 31, 2003. The company
        controlled by the former director was then placed into receivership. The
        Company expects to receive approximately $30,935 from the bankruptcy trustee
        and has accordingly, written down the remaining balance by $55,000 at
        December 31, 2003.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5. | INVESTMENT IN PARTNERSHIP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the year ended December
        31, 2002, the Company formed a general partnership, 2002 Alberta Oil &
        Gas Co., (the "General Partnership"), with two other companies. The General
        Partnership acquired an interest in the 1999 Investment Co. Limited Partnership
        (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 the current year,
        the Company received a cash distribution of $244,794 from the General
        Partnership which represents the aggregate amount of cash the Company
        expects to receive from this investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

 F-10 Apiva Ventures Limited.Form 20-F

---

|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|6. | MINERAL PROPERTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Mongolia Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | During the year ended December 31, 2002, the Company
        was granted an option to acquire a 37.5% interest in certain mineral properties
        in Mongolia which are subject to a 2% net smelter royalty. As consideration,
        the Company paid a $62,793 deposit and was required to pay an additional
        US$30,000 within 30 days of closing, an additional US$55,000 within 60
        days of closing and issue 715,000 common shares. Due to payment default
        and mutual termination, the option was cancelled and the Company forfeited
        its deposit of $62,793. Accordingly, mineral property costs of $62,793
        were charged to operations during the year ended December 31, 2002.
|  
|   | East Wadi Araba Concession, Egypt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | The Company entered into an option agreement on
        September 5, 2001 with Dover Investments Limited ("Dover") to acquire
        a 10% of working interest in the East Wadi Araba Concession. Pursuant
        to the terms of the agreement, the Company issued 200,000 common shares
        upon the signing of the agreement at a value of $169,312.                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | The option agreement was terminated and, accordingly,
        the acquisition costs of $169,312 were charged to operations during the
        year ended December 31, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|7. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | In September 2001, the Company issued 200,000 common
        shares toward the acquisition of mineral properties at a value of US$0.54
        per share for total consideration of CDN$169,312.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | In November 2001, the Company issued 50,000 common
        shares at a price of US$0.17 per share for proceeds of CDN$13,600 on the
        exercise of stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | In April 2002, June 2002 and July 2002, the Company
        issued 38,000, 10,000 and 65,000 common shares respectively, at a price
        of US$0.17 per share, for net proceeds of CDN$29,506 on the exercise of
        stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

 F-11 Apiva Ventures Limited.Form 20-F

---

|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|7. | CAPITAL STOCK(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Stock options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | The Company's stock option plan provides for the
        issuance of options to directors, officers, employees and consultants
        of the Company to purchase common shares of the Company. Stock options
        are issuable, at the discretion of the Board of Directors, to acquire
        up to 10% of the issued and outstanding share capital of the Company and
        are exercisable for a period not exceeding 10 years and vest at the discretion
        of the Board of Directors.
|  
|   | Stock option transactions are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                                 |           |  |     |          |  |      |           |   |     |          |  |           |   |     |         
| | ------------------------------- | --------- |  | --- | -------- |  | ---- | --------- | - | --- | -------- |  | --------- | - | --- | --------
| |                                 |           |  |     |          |  |      |           |   |     |          |  |           |   |     |         
| |                                 | 2003      |  |     | 2002     |  | 2001
| |                                 |           |  |     | Weighted |  |      |           |   |     | Weighted |  |           |   |     | Weighted
| |                                 |           |  |     | Average  |  |      |           |   |     | Average  |  |           |   |     | Average 
| |                                 | Number    |  |     | Exercise |  |      | Number    |   |     | Exercise |  | Number    |   |     | Exercise
| |                                 | of Shares |  |     | Price    |  |      | of Shares |   |     | Price    |  | of Shares |   |     | Price   
| |                                 |           |  |     |          |  |      |           |   |     |          |  |           |   |     |         
| | Outstanding, beginning of year  | 1,254,000 |  | US$ | 0.17     |  |      | 1,629,500 |   | US$ | 0.19     |  | 87,500    |   | US$ | 0.50    
| | Granted                         | -         |  |     | -        |  |      | -         |   |     | -        |  | 1,592,000 |   |     | 0.17    
| | Exercised                       | -         |  |     | -        |  |      | (113,000  | ) |     | 0.17     |  | (50,000   | ) |     | 0.17    
| | Expired/cancelled               | -         |  |     | -        |  |      | (262,500  | ) |     | 0.28     |  | -         |   |     | -       
| |                                 |           |  |     |          |  |      |           |   |     |          |  |           |   |     |         
| | Outstanding, end of year        | 1,254,000 |  | US$ | 0.17     |  |      | 1,254,000 |   | US$ | 0.17     |  | 1,629,500 |   | US$ | 0.19    
| |                                 |           |  |     |          |  |      |           |   |     |          |  |           |   |     |         
| | Weighted average fair value of  |           |  |     |          |  |      |           |   |     |          |  |           |   |     |         
| | options granted during the year |           |  | US$ | -        |  |      |           |   | US$ | -        |  |           |   | US$ | 0.16    

| | During the year ended December 31, 2001, 175,000 stock
        options were issued to non-employees and non-directors. Using the fair
        value method for stock-based compensation, consulting costs of $38,995
        were recorded. This amount was determined using the Black-Scholes option
        pricing model assuming no dividends are to be paid, vesting occurring
        on the date of the grant, expected life of 5 years, a weighted average
        volatility of 177% and an annual risk free interest rate of 5.21% .
      The following incentive stock options to acquire common
        shares are outstanding and exercisable at December 31, 2003:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |           |          |  |                 
| | --------- | -------- |  | ----------------
| | Number    | Exercise |  |                 
| | of Shares | Price    |  | Expiry Date     
| | 1,254,000 | US$0.17  |  | January 15, 2006

Apiva Ventures Limited.  Form 20-F


---

|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|7. | CAPITAL STOCK(cont'd)
      Warrants          
|-- | -----------------------------------------------
|   |                                                
|   | Warrant transactions are summarized as follows:

|   |                                                                                                                                                                                                              |           |  |      |          |      |           |  |     |          |  |           |  |     |         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- |  | ---- | -------- | ---- | --------- |  | --- | -------- |  | --------- |  | --- | --------
|   |                                                                                                                                                                                                              |           |  |      |          |      |           |  |     |          |  |           |  |     |         
|   |                                                                                                                                                                                                              | 2003      |  | 2002 |          | 2001
|   |                                                                                                                                                                                                              |           |  |      |          |      |           |  |     |          |  |           |  |     |         
|   |                                                                                                                                                                                                              |           |  |      | Weighted |      |           |  |     | Weighted |  |           |  |     | Weighted
|   |                                                                                                                                                                                                              |           |  |      | Average  |      |           |  |     | Average  |  |           |  |     | Average 
|   |                                                                                                                                                                                                              | Number of |  |      | Exercise |      | Number of |  |     | Exercise |  | Number of |  |     | Exercise
|   |                                                                                                                                                                                                              | Warrants  |  |      | Price    |      | Warrants  |  |     | Price    |  | Warrants  |  |     | Price   
|   |                                                                                                                                                                                                              |           |  |      |          |      |           |  |     |          |  |           |  |     |         
|   | Outstanding, beginning                                                                                                                                                                                       |           |  |      |          |      |           |  |     |          |  |           |  |     |         
|   | of year                                                                                                                                                                                                      | 1,100,000 |  | US$  | 0.50     |      | 1,100,000 |  | US$ | 0.50     |  | 1,100,000 |  | US$ | 0.50    
|   |                                                                                                                                                                                                              |           |  |      |          |      |           |  |     |          |  |           |  |     |         
|   | Granted                                                                                                                                                                                                      | -         |  |      | -        |      | -         |  |     | -        |  | -         |  |     | -       
|   |                                                                                                                                                                                                              |           |  |      |          |      |           |  |     |          |  |           |  |     |         
|   | Outstanding, end of year                                                                                                                                                                                     | 1,100,000 |  | US$  | 0.50     |      | 1,100,000 |  | US$ | 0.50     |  | 1,100,000 |  | US$ | 0.50    
|   |                                                                                                                                                                                                              |           |  |      |          |      |           |  |     |          |  |           |  |     |         
|   | As at December 31, 2003, 1,100,000 warrants were
      outstanding to acquire common shares of the Company at an exercise price
      of US$0.50 per share expiring on April 16, 2004 (expired unexercised).
|   |                                                                                                                                                                                                             
|8. | INCOME TAXESA reconciliation
        of income taxes at statutory rates with the reported taxes is as follows:                                                                                              

| |                                                                       |   |          |   |   |            |   |   |          |  
| | --------------------------------------------------------------------- | - | -------- | - | - | ---------- | - | - | -------- | -
| |                                                                       |   | 2003     |   |   | 2002       |   |   | 2001     |  
| |                                                                       |   |          |   |   |            |   |   |          |  
| | Net income (loss) before income taxes                                 | $ | 25,778   |   | $ | (263,012   | ) | $ | (648,225 | )
| |                                                                       |   |          |   |   |            |   |   |          |  
| | Expected income tax recovery (expense)                                | $ | (9,693   | ) | $ | 104,153    |   | $ | 285,219  |  
| | Non-deductible expenses for tax purposes                              |   | (1,237   | ) |   | (33,208    | ) |   | (92,627  | )
| | Income distribution from limited partnership
      not subject to tax |   | 92,043   |   |   | -          |   |   | -        |  
| | Tax deductible resource expenditures                                  |   | 203,184  |   |   | -          |   |   | -        |  
| | Limited partnership income subject to tax                             |   | (558,995 | ) |   | (1,437,565 | ) |   | -        |  
| | Recognized (unrecognized) benefit of non-capital losses               |   | 274,698  |   |   | 1,366,620  |   |   | (192,592 | )
| |                                                                       |   |          |   |   |            |   |   |          |  
| |                                                                       | $ | -        |   | $ | -          |   | $ | -        |  

| | Partnership income accounted for on a cost basis
        is $244,794 (2002 - $Nil; 2001 - $Nil) whereas allocated partnership income
        for income tax purposes is $1,486,688 (2002 - $3,630,213; 2001 - $Nil)
        of which the Company only expects to realize $Nil (2002 - $244,794; 2001
        - $Nil).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 F-13 Apiva Ventures Limited.Form 20-F

---

|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|8. | INCOME TAXES(cont'd)                                                                     
|-- | ------------------------------------------------------------------------------------------
|   |                                                                                           
|   | The significant components of the Company's future income tax assets
      are as follows:

| |                                |   |            |   |   |            |   |   |            |  
| | ------------------------------ | - | ---------- | - | - | ---------- | - | - | ---------- | -
| |                                |   |            |   |   |            |   |   |            |  
| |                                |   | 2003       |   |   | 2002       |   |   | 2001       |  
| |                                |   |            |   |   |            |   |   |            |  
| | Non-capital loss carryforwards | $ | 576,773    |   | $ | 631,254    |   | $ | 2,086,665  |  
| | Equipment                      |   | 20,658     |   |   | 9,339      |   |   | 10,018     |  
| | Resource expenditures          |   | 1,692,895  |   |   | 1,333,985  |   |   | 1,465,047  |  
| | Other                          |   | 502,918    |   |   | 362,810    |   |   | 433,705    |  
| |                                |   |            |   |   |            |   |   |            |  
| |                                |   | 2,793,244  |   |   | 2,337,388  |   |   | 3,995,435  |  
| | Less: Valuation allowance      |   | (2,793,244 | ) |   | (2,337,388 | ) |   | (3,995,435 | )
| |                                |   |            |   |   |            |   |   |            |  
| |                                | $ | -          |   | $ | -          |   | $ | -          |  

|   | At December 31, 2003, the Company had
        non-capital loss carryforwards available to reduce future taxable income
        of approximately $1,620,000. These losses, if not utilized, will begin
        to expire beginning in 2006. Subject to certain restrictions, the Company
        also has resource expenditures available to reduce taxable income in future
        years. Future tax benefits which may arise as a result of these non-capital
        losses, resource expenditures and other tax assets have not been recognized
        in these financial statements and have been offset by a valuation allowance.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|9. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | The Company entered into the following
        transactions with related parties:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | These transactions were in the normal
        course of operations and are measured at the exchange amount, which is
        the amount of consideration established and agreed to by the related parties.                                                                                                                                                                                                                                                                                                                                                                                                                              

 F-14 Apiva Ventures Limited.Form 20-F

---

|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|10. | SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH
        FLOWS                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | There were no significant non-cash transactions
        for the years ended December 31, 2003 and 2002.                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | The significant non-cash transaction for the year
        ended December 31, 2001 consisted of the Company issuing 200,000 common
        shares at a value of $169,312 toward the acquisition of mineral properties.                                                                                                                                                                                                                                                                             
|   
|11. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | Business information                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | During the years ended December 31, 2003 and 2002,
        the Company's principal business activity was the exploration of mineral
        properties. For the year ended December 31, 2001, the Company operated
        predominately in the technology field except for mineral property costs
        incurred of $169,312.                                                                                                                                                                  
|   
|    | Geographic information                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | The Company operated primarily in Canada for the
        years ended December 31, 2003, 2002 and 2001. The Company's total assets
        as at December 31, 2003 and 2002 were located primarily in Canada.                                                                                                                                                                                                                                                                                      
|   
|12. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | The Company's financial instruments consist of cash
        and cash equivalents, receivables, due from related party and accounts
        payable and accrued liabilities. Unless otherwise noted, it is management's
        opinion that the Company is not exposed to significant interest, currency
        or credit risks arising from these financial statements. The fair value
        of these financial instruments approximates their carrying value, unless
        otherwise noted.
|   
|13. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | Subsequent to December 31, 2003, the Company received
        $11,749 from the sale of a mineral property interest previously written
        off.                                                                                                                                                                                                                                                                                                                                                

 F-15 Apiva Ventures Limited.Form 20-F

---

|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY
        ACCEPTED ACCOUNTING PRINCIPLES
      These financial statements have been prepared in accordance
        with Canadian GAAP. Material variations in the accounting principles,
        practices and methods used in preparing these financial statements from
        principles, practices and methods accepted in the United States ("U.S.
        GAAP") are described and quantified below.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                            |   | 2003        |   |   |            | 2002 |  
| | -------------------------- | - | ----------- | - | - | ---------- | ---- | -
| |                            |   |             |   |   |            |      |  
| |                            |   | Balances    |   |   |            |      |  
| |                            |   | under       |   |   |            |      |  
| |                            |   | Canadian    |   |   |            |      |  
| |                            |   | GAAP        |   |   | Adjustment |      |  
| |                            |   |             |   |   |            |      |  
| | Balance sheets             |   |             |   |   |            |      |  
| |                            |   |             |   |   |            |      |  
| | Current assets             | $ | 3,751       |   | $ | -          |      | $
| | Long-term assets           |   | 60,934      |   |   | -          |      |  
| |                            |   |             |   |   |            |      |  
| | Total assets               | $ | 64,685      |   | $ | -          |      | $
| |                            |   |             |   |   |            |      |  
| | Current liabilities        | $ | 69,119      |   | $ | -          |      | $
| | Capital stock              |   | 14,192,144  |   |   | -          |      |  
| | Additional paid-in capital |   | 1,193,809   |   |   | -          |      |  
| | Deficit                    |   | (15,390,387 | ) |   | -          |      |  
| |                            |   |             |   |   |            |      |  
| | Total liabilities and      |   |             |   |   |            |      |  
| | shareholders' equity       | $ | 64,685      |   | $ | -          |      | $
| |                           

| | Statements of operations                                    |   | 2003       |   |   | 2002       |   |   | 2001     |  
| | ----------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | -------- | -
| |                                                             |   |            |   |   |            |   |   |          |  
| | Net income (loss) under Canadian GAAP                       | $ | 25,778     |   | $ | (263,012   | ) | $ | (648,225 | )
| | Resource property exploration expenditures                  |   | -          |   |   | -          |   |   | -        |  
| | Income from equity investment in partnership                |   | 1,486,688  |   |   | 3,630,213  |   |   | -        |  
| | Write-down of investments                                   |   | -          |   |   | -          |   |   | 266,487  |  
| | Write-down of equity investment in partnership              |   | (1,486,688 | ) |   | (3,385,439 | ) |   | -        |  
| | Realized loss on sale of investments                        |   | -          |   |   | (266,487   | ) |   | -        |  
| |                                                             |   |            |   |   |            |   |   |          |  
| | Net income (loss) under U.S. GAAP                           | $ | 25,778     | $ |   | (284,725   | ) | $ | (381,738 | )
| |                                                             |   |            |   |   |            |   |   |          |  
| | Basic and diluted earnings (loss) per share under U.S. GAAP | $ | 0.01       | $ |   | (0.02      | ) | $ | (0.02    | )

 F-16 Apiva Ventures Limited. 
  Form 20-F

---

|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES
        GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | There are no material variations in the accounting
        principles, practices and methods between Canadian GAAP and U.S. GAAP
        related to the statements of cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | Marketable securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | Under Canadian GAAP, marketable securities are carried
        at the lower of cost and market value with any realized gain or loss included
        in the statements of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | Under U.S. GAAP, Statements of Financial Accounting
        Standards No. 115, "Accounting for Certain Investments in Debt and Equity
        Securities" ("SFAS 115") requires that certain investments be classified
        into available-for-sale or trading securities stated at fair market values.
        Any unrealized holding gains or losses are to be reported as a separate
        component of shareholders' equity until realized for available-for-sale
        securities and included in earnings for trading securities. Under SFAS
        115, the Company's marketable securities in the amount of $Nil (2002 -
        $Nil; 2001 - $74,224) would be classified as available-for-sale securities.
        As at December 31, 2003, there were no unrealized gains or losses (2002
        - $Nil; 2001  unrealized loss of $266,487).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | Investment in partnership
      Under Canadian GAAP, the investment in partnership is
        accounted for by the cost basis of accounting.
      Under U.S. GAAP, the investment in partnership is accounted
        for by the equity basis of accounting, whereby the investment is initially
        recorded at cost and adjusted to recognize the Company's share of earnings
        of the investee partnership and reduced by any cash distributions received.
        For the year ended December 31, 2003 the Company's share of earnings from
        the partnership was $1,486,688 (2002 - $3,630,213). The investment in
        the partnership was then written-down to its net realizable value of $100
        (2002 - $244,874).
      Mineral properties and exploration and development
        costs
      Under Canadian GAAP, mineral properties, including exploration
        and acquisition costs, are carried at cost and written down if the properties
        are abandoned, sold or if management decides not to pursue the properties.
        Under U.S. GAAP, mineral property expenditures are expensed as incurred.
        Once a final feasibility study has been completed, additional costs incurred
        to bring the mine into production are capitalized as development costs.
        Costs incurred to access ore bodies identified in the current mining plan
        after production has commenced are considered production costs and are
        expensed as incurred. Costs incurred to extend production beyond those
        areas identified in the mining plan where additional reserves have been
        established are deferred as development costs until the incremental reserves
        are produced. Capitalized costs are amortized using the unit-of-production
        method over the estimated life of the ore body based on proven and probable
        reserves.

 F-17 Apiva Ventures Limited.Form 20-F

---

|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES
        GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | Under U.S. GAAP, Statements of Financial Accounting
        Standards No. 123, "Accounting for Stock-based Compensation" ("SFAS 123")
        requires companies to establish a fair market value based method of accounting
        for stock- based compensation plans. For the years ended December 31,
        2001 and 2002, theCompany has chosen to account for stock-based
        compensation using Accounting Principles Board Opinion No. 25 "Accounting
        for Stock Issued to Employees" ("APB 25"). Accordingly, compensation cost
        for stock options is measured as the excess, if any, of the quoted market
        price of the Company's stock at the date of grant over the option
        price. The Company has elected to account for stock-based compensation
        using SFAS 123 for the year ended December 31, 2003.
|   
|    | Under Canadian GAAP, the reporting of stock-based
        compensation expense in the Company's financial statements was
        not required for the year ended December 31, 2001, however, new
        accounting and disclosure standards were introduced under Canadian GAAP
        (Note 2) during the years ended December 31, 2002 and 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | Under U.S. GAAP, the Companydid not record
        additional compensation expense during the year ended December 31,
        2001for options granted to employees as the option price exceeded
        the market price on the date of grant. There is no difference between
        Canadian GAAP and U.S. GAAP on the accounting for stock-based compensation
        for the years ended December31, 2002 and 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | Comprehensive income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | Under U.S. GAAP, Statements of Financial Accounting
        Standards No. 130 "Reporting Comprehensive Income" establishes standards
        for the reporting and display of comprehensive income and its components
        (revenue, expenses, gains and losses). The purpose of reporting comprehensive
        income is to present a measure of all changes in shareholders' equity
        that result from recognized transactions and other economic events of
        the year, other than transactions with owners in their capacity as owners.
        Under Canadian GAAP, the reporting of comprehensive income is not required.                                                                                                                                                                                                                
|   
|    | Comprehensive income (loss) is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                                                      |   |        |  |   |          |   |   |          |  
| | ---------------------------------------------------- | - | ------ |  | - | -------- | - | - | -------- | -
| |                                                      |   | 2003   |  |   | 2002     |   |   | 2001     |  
| |                                                      |   |        |  |   |          |   |   |          |  
| | Net income (loss) for the year under U.S.
      GAAP | $ | 25,778 |  | $ | (284,725 | ) | $ | (381,738 | )
| | Other comprehensive income:                          |   |        |  |   |          |   |   |          |  
| | Unrealized
      gain (loss) on investments          |   | -      |  |   | -        |   |   | (378,293 | )
| |                                                      |   |        |  |   |          |   |   |          |  
| |                                                      |   |        |  |   | (284,725 | ) |   | (760,031 | )
| | Less: reclassification adjustment                    |   | -      |  |   | 266,487  |   |   | -        |  
| |                                                      |   |        |  |   |          |   |   |          |  
| | Comprehensive net income (loss) under U.S. GAAP      | $ | 25,778 |  | $ | (18,238  | ) | $ | (760,031 | )

Apiva Ventures Limited. 
  Form 20-F


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|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | New accounting pronouncements
      In January 2003, FASB issued Financial Interpretation
        No. 46 "Consolidation of Variable Interest Entities" ("FIN 46") (revised
        in December 17, 2003). The objective of FIN 46 is to improve financial
        reporting by companies involved with variable interest entities. A variable
        interest entity is a corporation, partnership, trust, or any other legal
        structure used for business purposes that either (a) does not have equity
        investors with voting rights or (b) has equity investors that do not provide
        sufficient financial resources for the entity to support its activities.
        FIN 46 requires a variable interest entity to be consolidated by a company
        if that company is subject to a majority of the risk of loss from the
        variable interest entity's activities or entitled to receive a majority
        of the entity's residual returns or both. FIN 46 also requires disclosures
        about variable interest entities that the Company is not required to consolidate
        but in which it has a significant variable interest. The consolidation
        requirements of FIN 46 apply immediately to variable interest entities
        created after December 15, 2003. The consolidation requirements apply
        to older entities in the first fiscal year or interim period beginning
        after March 15, 2004.
      In April 2003, FASB issued Statements of Financial Accounting
        Standards No. 149 "Amendment of Statement 133 on Derivative Instruments
        and Hedging Activities" ("SFAS 149"). SFAS 149 amends and clarifies financial
        accounting and reporting for derivative instruments, including certain
        derivative instruments embedded in other contracts and for hedging activities
        under FASB Statement No. 133 "Accounting for Derivative Instruments and
        Hedging Activities". SFAS 149 is generally effective for contracts entered
        into or modified after June 30, 2003.
      In May 2003, FASB issued Statements of Financial Accounting
        Standards No. 150 "Accounting for Certain Financial Instruments with Characteristics
        of both Liabilities and Equity" ("SFAS 150"). SFAS 150 establishes standards
        for how an issuer classifies and measures certain financial instruments
        with characteristics of both liabilities and equity. SFAS 150 is effective
        for financial instruments entered into or modified after May 31, 2003.
      The adoption of these new pronouncements is not expected
        to have a material effect on the Company's financial position or results
        of operations.
      Canadian Standards
      In 2002, the CICA issued Handbook Section 3063, "Impairment
        of Long-Lived Assets", which is effective for fiscal years commencing
        September 1, 2003. Under this section, an impairment loss is measured
        as the difference between the carrying value of an asset and its fair
        value. The Company does not expect the adoption of this section to have
        significant impact on its consolidated financial statements.
      In June 2003, the CICA revised Accounting Guideline
        13, "Hedging Relationships", which is effective for fiscal years beginning
        on and after July 1, 2003. The guideline addresses the identification,
        designation, documentation and effectiveness of hedging relationships,
        for the purpose of applying hedge accounting. The guideline establishes
        certain conditions for applying hedge accounting and also deals with the
        discontinuance of hedge accounting. The Company does not expect the adoption
        of this guideline to have a significant impact on its consolidated financial
        statements.

 F-19 Apiva Ventures Limited.Form 20-F

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|APIVA VENTURES LIMITED                                                
|----------------------------------------------------------------------
|(An Exploration Stage Company)
      NOTES TO THE FINANCIAL STATEMENTS
|(Expressed
      in Canadian Dollars)                                 
|YEAR ENDED DECEMBER 31                                                
|                                                                      

|14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY
        ACCEPTED ACCOUNTING PRINCIPLES (cont'd)
      Canadian Standards(cont'd)
      In June 2003, the CICA issued Accounting Guideline 15,
        "Consolidation of Variable Interest Entities", which will be effective
        for annual and interim periods beginning on or after November 1, 2004.
        This guideline addresses the application of consolidation principles to
        entities that are subject to control on a basis other than ownership of
        voting interests. Management is assessing the impact, if any, of the adoption
        of this guideline on the Company's consolidated financial statements.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 F-20 Apiva Ventures Limited. 
  Form 20-F

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