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


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FORM 20-F

(Mark One)

 ̈
  REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES
  EXCHANGE ACT OF 1934OR

x ANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended: December 31, 2002 OR

 ̈
  TRANSITION REPORT PURSUANT TO SECTION 13 TO 15(D) OF THE SECURITIES EXCHANGE
  ACT OF 1934For the transition period from ________ to ________

Commission File Number: 000-30232

APIVA VENTURES LIMITED(formerly, Apiva.com Web Corporation)
  (Exact Name of Registrant as Specified in its Charter)

(Translation of Registrant's Name into English)

Province of British Columbia, Canada
  
  (Jurisdiction of Incorporation or Organization)

16-6350 48A Avenue, Delta, BC V4K 4W3
  (Address of Principal Executive Offices)

Securities registered or to be registered pursuant
  to Section 12(b) of the Act:

|                    | Name of each exchange
|------------------- | ---------------------
|Title of each class | on which registered  
|None                | Not applicable       

Securities registered or to be registered pursuant
  to Section 12(g) of the Act:

Common shares, without par value(Title of Class)

Securities for which there is a reporting obligation
  pursuant to Section 15(d) of the Act:

Not applicable
  (Title of Class)

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Indicate the number of outstanding shares of
  each of the issuers classes of capital or common stock as of the close
  of the period covered by the annual report: December 31, 2002: 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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TABLE OF CONTENTS

|**Item** | **Heading**                                                                        | **Page No.**
|-------- | ---------------------------------------------------------------------------------- | ------------
|         |                                                                                    |             
|Item 1   | Identity of Directors, Senior Management
      and Advisers                        | 1           
|Item 2   | Offer Statistics and Expected Timetable                                            | 1           
|Item 3   | Key Information                                                                    | 1           
|Item 4   | Information on the Registrant                                                      | 9           
|Item 5   | Operating and Financial Review and
      Prospects                                 | 12          
|Item 6   | Directors, Senior Management and Employees                                         | 19          
|Item 7   | Major Shareholders and Related Party
      Transactions                            | 24          
|Item 8   | Financial Information                                                              | 26          
|Item 9   | The Offer and Listing                                                              | 26          
|Item 10  | Additional Information                                                             | 28          
|Item 11  | Quantitative and Qualitative Disclosures
      About Market Risk                   | 38          
|Item 12  | Description of Securities Other Than Equity Securities                             | 38          
|Item 13  | Defaults, Dividends Arrearages and
      Delinquencies.                            | 38          
|Item 14  | Material Modifications to the Rights of Security Holders
      and Use of Proceeds | 38          
|Item 15  | Controls and Procedures                                                            | 39          
|Item 16A | Audit Committee Financial Expert                                                   | 39          
|Item 16B | Code of Ethics                                                                     | 39          
|Item 16C | Principal Accountant Fees and Services                                             | 40          
|Item 17  | Financial Statements                                                               | 41          
|Item 18  | Financial Statements                                                               | 41          
|Item 19  | Exhibits                                                                           | 41          

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PART I

Item 1     Identity of Directors,
  Senior Management and Advisers

A.  Directors and senior management

Not Applicable

B.  Advisers

Not Applicable

C.  Auditors

Not Applicable

Item 2     Offer Statistics and Expected Timetable

Not applicable.

Item 3     Key Information

A.  Selected financial data

The following table sets forth
  selected financial data regarding the Registrants operating results and
  financial position. The data has been derived from the Registrants financial
  statements, which have been prepared in accordance with accounting principles
  generally accepted in Canada (Canadian GAAP). For a reconciliation
  to accounting principles generally accepted in the United States (US GAAP),
  see Items 5 and 8.A and note 14to the audited Financial Statements dated
  December 31, 2002. The following selected financial data is qualified in their
  entirety by, and should be read in conjunction with, the audited financial statements
  and notes thereto included elsewhere in this Annual Report. The selected financial
  data is expressed in Canadian dollars.

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|                  |                                                          |           
|----------------- | -------------------------------------------------------- | ----------
|                  | Year Ended
      December 31
      (in Canadian Dollars) |           
|                  |                                                          |           
|                  |                                                          | 2002      
|                  |                                                          |           
|Other Income      | $                                                        | 154.00    
|                  |                                                          |           
|General &         |                                                          | 220,484   
|Administrative    |                                                          |           
|Expenses          |                                                          |           
|                  |                                                          |           
|Net (Loss)        |                                                          |           
|Canadian GAAP     |                                                          | (263,012  
|US GAAP           |                                                          | (241,299  
|                  |                                                          |           
|Net (Loss) per    |                                                          |           
|Share             |                                                          |           
|Canadian GAAP     |                                                          | (0.02     
|US GAAP           |                                                          | (0.02     
|                  |                                                          |           
|Working Capital   |                                                          | (33,603   
|                  |                                                          |           
|Total Assets      |                                                          |           
|Canadian GAAP     |                                                          | 5,681     
|US GAAP           |                                                          | 250,455   
|                  |                                                          |           
|Total Liabilities |                                                          | 35,893    
|                  |                                                          |           
|Shareholders     |                                                          |           
|Equity            |                                                          |           
|Canadian GAAP     |                                                          | (30,212   
|US GAAP           |                                                          | 214,562   
|                  |                                                          |           
|Long-term         |                                                          | --        
|Obligations       |                                                          |           
|                  |                                                          |           
|Outstanding Share |                                                          | 15,789,619
|Capital           |                                                          |           
|                  |                                                          |           
|Fully Diluted     |                                                          | 13,406,119
|Number of Shares  |                                                          |           

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.

CURRENCY AND EXCHANGE RATES

The following table sets out
  the exchange rates for one Canadian dollar (Cdn$) expressed in terms
  of one United States dollar (US$) in effect at the end of the following
  periods, and the average exchange rates (based on the average of the exchange
  rates on the last day of each month in such periods) and the range of high and
  low exchange rates for such periods.

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US Dollars Per Canadian Dollar

|                       | Year Ended December 31,
|---------------------- | -----------------------
|                       | 2002                   
|End of Period          | .6329                  
|High for the Period    | .6619                  
|Low for the Period     | .6200                  
|Average for the Period | .6368                  

The high and low exchange rates for each month during the previous six months are as follows:

US Dollars Per Canadian Dollar

|Month         | High   | Low   
|------------- | ------ | ------
|May 2003      | 0.7437 | 0.7032
|April 2003    | 0.691  | 0.6736
|March 2003    | 0.6796 | 0.6756
|February 2003 | 0.6626 | 0.6596
|January 2003  | 0.6506 | 0.6476
|December 2002 | 0.6427 | 0.6389

Exchange rates are based upon
  the noon buying rate in New York City for cable transfers in foreign currencies
  as certified for customs purposes by the Federal Reserve Bank of New York. The
  noon rate of exchange on May 30, 2003 as reported by the United States Federal
  Reserve Bank of New York for the conversion of Canadian dollars into United
  States dollars was US$0.7293 (US$1.00 = Cdn$1.3712). Unless otherwise indicated,
  all references herein are to Canadian Dollars.

B.  Capitalization and indebtedness

Not applicable.

C.  Reasons for the offer and use of proceeds

Not applicable.

D.  Risk Factors

The common shares are considered
  speculative due to various factors, including the nature of the Registrants
  business and the present stage of its exploration. A prospective investor should
  consider carefully the following factors:

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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, WHICHMAKE 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 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 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, 2002, the
  Registrant had a working capital deficit of approximately $33,600 and cash and
  cash equivalents of $0. 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.

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

In their independent auditors
  report dated May 15, 2003, 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 successfully overcome these risks. Moreover,
  the Registrant cannot be certain that any desired acquisition, investment or
  strategic alliance can be made in a timely manner or on terms and conditions
  acceptable to the Registrant or that the Registrant will be successful in identifying
  attractive business opportunities. The Registrant expects that competition for
  such acquisitions may be significant. The Registrant may compete with others
  who have similar acquisition strategies, many of whom may be larger and have
  greater financial and other resources than the Registrant.

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

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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 SUCHDEVELOPMENT 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 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 concluding
  terms respecting the extent of such participation. In the event that such a
  conflict of interest arises at a meeting of the

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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 May 31, 2003, 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

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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
  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 2002, WHICH
  MAY HAVE A MATERIAL EFFECT ON U.S. HOLDERS.

The Registrant believes it was
  a passive foreign investment company (PFIC) during 2002,
  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, 2002 ranged between US $0.02 (low)      and
  US $0.27 (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.

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Item 4     Information on the Registrant

A.  History and development of the Registrant

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) (the CDNX) on March 2, 2000.
  The Registrants common shares are listed on the NASD Over The Counter/Bulletin
  Board.

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.

B.  Business overview

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, 2002, the
  Registrant had no active business operations other than identifying and reviewing
  business opportunities.

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10

During the current 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 $244,774 from the General Partnership and no further material cash flows
  are expected to be received in the near future.

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.

Subsequent to the date of this
  document, 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.

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

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

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

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

Pursuant to the Option Agreement,
  the Registrant proposed to issue to Dover 5,000,000 shares of its common stock
  and US $1,000,000 in cash as total consideration for 10% of Dovers working
  interest in the Concession. The Registrant issued 200,000 shares to Dover on
  the signing of the Option Agreement. The closing of the Option Agreement was
  subject to certain conditions, including, but not limited to, the final approval
  of the Egyptian Ministry of Petroleum, the receipt of at least US $1,000,000
  in financing by the Registrant and a closing date of no later than February
  28, 2002. The Option Agreement did not close by February 28, 2002 and effectively
  terminated.

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11

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 commercialise 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.

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12

|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).

C.  Organizational structure

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

D.  Property, plants and equipment

The Registrant has no material tangible fixed assets.

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 should be read in conjunction with the 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 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.

Canadian and United States Generally Accepted Accounting
  Principles: The audited financial statements of the Registrant are prepared
  in accordance with Canadian generally accepted accounting principles. Accounting
  practices under Canadian and United States generally accepted accounting principles
  (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.

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13

-     Under U.S. GAAP, stock-based
  compensation is accounted for on a fair value methodology, although for stock-based
  compensation to directors and employees, the effects may be disclosed in the
  notes to the financial statements rather than in the statement of operations.
  This method is comparable to the Canadian standard adopted in 2002. However,
  as a result of the Canadian standard not requiring retroactive application,
  details of the fair value of options granted and vested in 2001 and 2000 would
  be required to be disclosed for U.S. presentation purposes. As there were no
  options granted to non-employees during the years ended December 31, 2001 and
  2000, this difference has no effect on the Registrants financial statements.

-     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 financial statements
  for the year ended December 31, 2002.

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 $244,774 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 CAN $180,000 over the next twelve (12) months.
  Should the Registrant acquire, make investments in,

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14

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. The loan bears interest at a rate of 10% per annum,
  is unsecured and is due and payable on or before April 20, 2004. The formal
  loan is currently under negotiation and is expected to be secured by the assets
  and accounts receivable of the company which received the loan.

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

Other Income. 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 other income for the year ended December 31, 2002
  consisted of interest income compared with interest income of $22,923 for the
  year ended December 31, 2000.

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, as was the case for the prior fiscal year. 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 $40,962 for the year
  ended December 31, 2002, compared with $79,610 for the year ended December 31,
  2001 reflecting the decreased activity of the Registrant.

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15

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 similar to the year ended December 31, 2002.

For The Year Ended December 31, 2001 Compared to The Year Ended December 31, 2000.

Other Income. The Registrant
  generated $8,125 in other income for the year ended December 31, 2001, compared
  with $24,520 for the year ended December 31, 2000, for a decrease of $16,395.
  The other income for the year ended December 31, 2001 consisted of interest
  income compared with interest income of $22,923 for the year ended December
  31, 2000.

The Registrant does not anticipate
  it will generate any revenues 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, rent, professional fees, telephone,
  travel and other general corporate expenses. Operating expenses were $448,822
  for the year ended December 31, 2001, compared with $1,484,559 for the year
  ended December 31, 2000, for a decrease of $1,035,737. The Registrant paid substantially
  less for operating activities due to the reduced operations and closing of the
  Registrants intellectual property development office in Vancouver, British
  Columbia during the year ended December 31, 2000.

Professional and consulting fees were $120,571
  for the year ended December 31, 2001, compared with $689,879 for the year ended
  December 31, 2000, for a decrease of $569,308. The decrease was substantially
  due a decrease in non-cash compensation charges from $428,669 for

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16

the grant of options to a non-executive director for the year
  ended December 31, 2000, to $38,995 for the year ended December 31, 2001. The
  compensation charges relating to the issuance of stock options represents the
  relative fair value ascribed to the stock options measured using the Black-Scholes
  option-pricing model. The Registrant reflected the effects of the compensation
  expense related to the issuance of stock options as an increase to additional
  paid-in capital in the statement of shareholders equity.

There were no payroll expenses
  relating to general and administrative activities for the year ended December
  31, 2001, compared with $49,500 for the year ended December 31, 2000 when the
  Registrant retained support staff. There were no management fees for the year
  ended December 31, 2001, compared with $77,486 for the year ended December 31,
  2000. Office and maintenance charges were $68,810 for the year ended December
  31, 2001, compared with $175,043 for the year ended December 31, 2000 reflecting
  the decreased activity of the Registrant.

Investor relations expenses
  were $36,558 for the year ended December 31, 2001, compared with $76,439 for
  the year ended December 31, 2000. The decrease is due to the reduced capital
  fundraising activities of the Registrant for the year ended December 31, 2001,
  compared to the year ended December 31, 2000 when the Registrant raised capital.

Property investigation expenses
  were $169,312 for the year ended December 31, 2001, compared with no such expense
  for the year ended December 31, 2000. The property investigation expense was
  due to the issuance of 200,000 shares of the Registrants pursuant to the Options
  Agreement between the Registrant and Dover in 2001. The compensation charge
  relating to the issuance of the shares to Dover represents the relative fair
  value ascribed to the shares. The Registrant reflected the effects of the property
  investigation expense related to the issuance of the shares as an increase to
  capital stock in the statement of shareholders equity.

Systems and Business Development
  Expenses. The Registrant incurred no systems and business development expenses
  for the year ended December 31, 2001 when it had no business operations, compared
  with $279,922 for the year ended December 31, 2000. Systems and business development
  expenses consist primarily of expenses incurred for the development of the intellectual
  property purchased during the year ended December 31, 2000, including compensation
  of technical staff and contractors, materials consumed in the development process,
  and communication expenses. The significant costs were payroll for staff and
  contractors, which amounted to $244,701, materials consumed amounted to $5,758,
  and communication expenses amounted to $11,463.

Marketing. Marketing
  expenses consisted of compensation to employees and consultants and travel expenditures
  for demonstrations of the Registrants technology to potential strategic
  partners. There were no marketing expenses for the year ended December 31, 2001
  when the Registrant had no active business operations, compared to $31,494 for
  the year ended December 31, 2000. The majority of the expenses for the year
  ended December 31, 2000, being $24,170, were compensation expenses relating
  to marketing while Website design expenses amounted to $5,434.

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17

Write-down of investments.
  The Registrant wrote down the value of marketable securities to market value
  and recorded a charge of $266,487 for the year ended December 31, 2001, compared
  with no such charge for the year ended December 31, 2000.

Write-off of Mineral Property.
  The Registrant had no write-offs of mineral properties during the year ended
  December 31, 2001, compared with a write-off of $422,862 for the year ended
  December 31, 2000, when the Registrant abandoned its remaining mineral properties.

Write-off of Intellectual
  Property and Hardware. The Registrant did incur any charges for the wrote-off
  of intellectual property and hardware for the year ended December 31, 2001,
  compared $811,920 in write-offs for the year ended December 31, 2000. The write-off
  is the amount the Registrant paid to acquire the intellectual property and hardware
  in early 2000. After further development and sales and marketing activities,
  the Registrant determined that the project was not commercially viable.

Stock Based Compensation
  Cost. The Registrant incurred no non-cash stock based compensation charges
  for the year ended December 31, 2001, compared with $562,650 in non-cash stock
  based compensation resulting from the issuance of 1,100,000 warrants as a settlement
  upon the breakup of a business combination for the year ended December 31, 2000.
  The compensation charge relating to the issuance of warrants represents the
  relative fair value ascribed to the warrants measured using the Black-Scholes
  option-pricing model. The Registrant reflected the effects of the compensation
  expense related to the issuance of warrants as an increase to additional paid-in
  capital in the statement of shareholders equity.

B.  Liquidity and capital resources

As of December 31, 2002, the
  Registrants cash position was $0 and its working capital was a deficit
  $33,603, compared to a cash position of $142,397 and a working capital of $199,422
  as of December 31, 2001.

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, compared with net proceeds of $13,600
  for the year ended December 31, 2001 from the sale of common shares of the Registrant.

Net cash used in operating activities
  was $203,445 for the year ended December 31, 2002, including a net loss of $263,012.
  This compares with net cash used in operating activities of $217,776 for the
  year ended December 31, 2001 including a net loss of $648,225.

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

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18

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.

C.  Research and development,
  patents and licenses, etc.

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

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.

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 financial statements for the year ended
  December 31, 2002.

F.  Tabular Disclosure of Contractual Obligations

The Registrant currently has no active business
  operations or contractual obligations

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

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19

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

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, West Vancouver, British
      Columbia (1) (2) | Director, Secretary and CFO | 50 
|Fred E. Wilson(1), McCrory, Arkansas                               | Director                    | 53 

(1)     Member of the audit committee.
  (2)     Appointed CFO and Secretary on June 18, 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

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20

Calvert, Fred E. Wilson and Ronald W. Noble as of June 17,
  2003. 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, Secretary and Chief Financial Officer

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.

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21

B.  Compensation

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 $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.

No amounts have been set aside
  or accrued by the Registrant during fiscal 2000 to provide pension retirements
  or similar benefits for directors or executive officers of the Registrant pursuant
  to any plan provided for or contributed to by the Registrant.

The Registrant has no plans
  or arrangements in respect of remuneration received or that may be received
  by executive officers of the Registrant in the current year to compensate such
  officers in the event of termination of employment (as a result of resignation,
  retirement, change of control) or a change of responsibilities following a change
  of control, where the value of such compensation exceeds US $60,000 (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.

A private company owned by William
  Gardiner, the past President of the Registrant, was loaned approximately $100,000
  during the first six months of 2003. The loan bears interest at a rate of 10%
  per annum, is unsecured and is due and payable on or before April 20, 2004.
  The formal loan agreement is currently under negotiation and is expected to
  be secured by the assets and accounts receivable of the company which received
  the loan.

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.

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22

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, 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

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23

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.

C.  Board practices

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.                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 17, 2003:

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

It is expected that an independent
  director will be sought to join the Board in 2003 and to become a member of
  the audit committee at that time. 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.

D.  Employees

As of May 31, 2003, the Registrant
  had no employees.

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24

E.  Share ownership

Set forth below are details
  of the share ownership of the following persons as of May 31, 2003, based on
  information provided by such persons:

|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 May
  31, 2003.

A summary of outstanding options
  granted to directors and officers as of May 31, 2003 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                | $0.17 US                             | January 15, 2006
|Ronald W. Noble    | 125,000                | $0.17 US                             | January 15, 2006
|Fred E. Wilson     | 375,000                | $0.17 US                             | January 15, 2006

The exercise price of the stock options is stated
  in US dollars.

Item 7     Major Shareholders and Related Party
  Transactions

A.  Major shareholders

Based on information available
  to the Registrant, no registered shareholders beneficially own greater than
  5% of the Registrants common shares.

All of the Registrants
  shareholders have the same voting rights.

As of May 31,2003, 2,979,001common shares were held by 30registered shareholders resident of
  the United States.

The Registrant is not directly
  or indirectly owned or controlled by another corporation, 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 of control of the Registrant.

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25

B.  Related party transactions

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.

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 May 31, 2003, no amounts are due from related parties other than:

A private company owned by William
  Gardiner, the past President of the Registrant, was loaned approximately $100,000
  during the first six months of 2003. The loan bears interest at a rate of 10%
  per annum, is unsecured and is due and payable on or before April 20, 2004.
  The formal loan agreement is currently under negotiation and is expected to
  be secured by the assets and accounts receivable of the company which received
  the loan.

C.  Interests of experts and counsel

Not applicable.

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26

Item 8     Financial Information

|A. | Statements and other financial information
|-- | ------------------------------------------
|   |                                           
|   | 1.                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

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

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 Issuer.

B.  Significant changes

There has been no significant change in the
  financial condition of the Registrant since December 31, 2002.

Item 9     The Offer and Listing

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.

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.

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27

C.  Markets

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            

The following table sets out
  the price history of the Registrants Common Shares on the United States
  OTC Bulletin Board from February 11, 2000, being the date the Registrants
  Common Shares commenced trading, and for the following periods indicated (in
  US dollars):

|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           
|2002First Quarter ended March
      31  | 0.27             | 0.12           
|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           
|                                        |                  |                
|December
      2002                     | 0.03             | 0.03           
|January
      2003                      | 0.08             | 0.03           
|February
      2003                     | 0.07             | 0.04           
|March
      2003                        | 0.04             | 0.03           
|April
      2003                        | 0.04             | 0.01           
|May
      2003                          | 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.

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28

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.

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.

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.

Item 10     Additional Information

A.  Share capital

Not applicable.

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.                                                                                                               

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29

| |    | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 3. | All common shares of the
        Issuer 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 Issuer. 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 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 (proxyholder) 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.                                                                                                                        

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30

| |    | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | 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 which 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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31

| | 9.  | The law of British Columbia relating
        to Items 2-8 is not significantly different from the law of the United
        States.                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                      
| | 10. | There are no conditions in the Memorandum
        and Articles governing changes in capital which are more stringent than
        is required by law.

C.  Material Contracts

For the two years immediately
  preceding May 31, 2003, 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.

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.

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

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32

tax consequences. (Refer to Canadian Federal Income Tax
  Considerations for material Canadian federal income tax consequences).

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

U.S. Holders

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

Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including constructive
  dividends) with respect to common shares of the Company are required to include
  in gross income for United States federal income tax purposes the gross amount
  of such 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

---

33

common shares and thereafter as gain from the sale or exchange
  of the common shares. Preferential tax rates for long-term capital gains are
  applicable to a U.S. Holder that is an individual, estate or trust. There are
  currently no preferential tax rates for long-term capital gains for a U.S. Holder
  that is a corporation.

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

Dividends paid on the common shares of the Company generally
  will not be eligible for the dividends received deduction provided to corporations
  receiving dividends from certain United States corporations. A U.S. Holder which
  is a corporation and which owns shares representing at least 10% of the voting
  power and value of the Company may, under certain circumstances, be entitled
  to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of
  the voting power and value of the Company) deduction of the United States source
  portion of dividends received from the Company (unless the Company qualifies
  as a foreign personal holding company or a passive foreign
  investment company, as defined below). The availability of this deduction
  is subject to several complex limitations that are beyond the scope of this
  discussion.

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

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
  Canadian income tax with respect to the ownership of common shares of the Company
  may be entitled, at the option of the U.S. Holder, to either receive a deduction
  or a tax credit for such foreign tax paid or withheld. Generally, it will be
  more advantageous to claim a credit because a credit reduces United States federal
  income taxes on a dollar-for-dollar basis, while a deduction merely reduces
  the taxpayers income subject to tax. This election is made on a year-by-year
  basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder
  during that year. There are significant and complex limitations that apply to
  the credit among which is the general limitation that the credit cannot exceed
  the proportionate share of the U.S. Holders United States income tax liability
  that the U.S. Holders foreign source income bears to his or its worldwide
  taxable income. In the determination of the application of this limitation,
  the various items of income and deduction must be classified into foreign and
  domestic sources. Complex rules govern this classification process. In addition,
  this limitation is calculated separately with respect to specific classes of
  income such as passive income, high withholding tax interest,
  financial services income, shipping income, and certain
  other

---

34

classifications of income. Dividends distributed by the Company
  will generally constitute passive income or, in the case of certain
  U.S. Holders, financial services income for these purposes. In addition,
  U.S. Holders which are corporations that own 10% or more of the voting stock
  of the Company may be entitled to an indirect foreign tax credit
  under Section 902 with respect to the payment of dividends by the Company under
  certain circumstances and subject to complex rules and limitations. The availability
  of the foreign tax credit and the application of the limitations on the credit
  are fact specific, and U.S. Holders of common shares of the Company should consult
  their own tax advisors regarding their particular circumstances.

Disposition of Common Shares of the Company

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

Other Considerations

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

Foreign Personal Holding Company

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

Foreign Investment Company

If 50% or more of the combined voting power or total value
  of the Company's outstanding shares is held, directly or indirectly, by citizens
  or residents of the United States, United States domestic partnerships or Registrants,
  or estates or trusts other than foreign estates or trusts (as defined by the
  Code Section 7701(a)(31)), and the Company is found to be engaged primarily
  in the business of investing, reinvesting, or trading in securities, commodities,
  or any interest therein, it is possible that the Company 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

---

35

as ordinary income rather than capital gain. The Company does
  not believe that it currently qualifies as a foreign investment company. However,
  there can be no assurance that the Company will not be considered a foreign
  investment company for the current or any future taxable year.

Passive Foreign Investment Company

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

The Company believes that it was not a PFIC for its fiscal
  year ended December 31, 2002 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

---

36

F income of the CFC. Such United States shareholders are generally
  treated as having received a current distribution out of the CFCs Subpart
  F income and are also subject to current U.S. tax on their pro rata shares of
  the CFCs earnings invested in U.S. property. The foreign tax credit described
  above may reduce the U.S. tax on these amounts. In addition, under Section 1248
  of the Code, gain from the sale or exchange of shares by a U.S. Holder of common
  shares of the Company which is or was a United States Shareholder at any time
  during the five-year period ending with the sale or exchange is treated as ordinary
  income to the extent of earnings and profits of the Company attributable to
  the shares sold or exchanged. If a foreign corporation is both a PFIC and a
  CFC, the foreign corporation generally will not be treated as a PFIC with respect
  to United States Shareholders of the CFC. This rule generally will be effective
  for taxable years of United States Shareholders beginning after 1997 and for
  taxable years of foreign Registrants ending with or within such taxable years
  of United States Shareholders. Special rules apply to United States Shareholders
  who are subject to the special taxation rules under Section 1291 discussed above
  with respect to a PFIC. Because of the complexity of Subpart F, a more detailed
  review of these rules is outside of the scope of this discussion. The Company
  does not believe that it currently qualifies as a CFC. However, there can be
  no assurance that the Company will not be considered a CFC for the current or
  any future taxable year.

**Certain Canadian Federal Income Tax
  Considerations**

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

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

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

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37

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.

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;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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38

| | (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.                                                                                                                      

F.  Dividends and paying agents

Not applicable.

G.  Statement by experts

Not applicable.

H.Documents on display

Copies of material contracts
  herein described may be examined at the head office of the Registrant at 16-6350
  48A Avenue, Delta, BC V4K 4W3 or at the registered office of the Registrant,
  1040-999 West Hastings Street, Vancouver, B.C. V6C 2W2, during normal business
  hours.

I.  Subsidiary information

Not applicable.

Item 11      Quantitative and Qualitative Disclosures
  About Market Risk

The Registrant currently has
  no business operations and does not believe its operations are currently subject
  to market risks. The Registrant believes that it does not have any material
  exposure to interest or commodity risks. The Registrant does not own any derivative
  instruments, does not engage in any hedging transactions and does not have any
  outstanding long-term debt.

Item 12      Description of Securities Other Than
  Equity Securities

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

Item 13     Defaults, Dividends Arrearages and
  Delinquencies.

None

Item 14     Material Modifications to the Rights
  of Security Holders and Use of Proceeds

Not Applicable.

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39

Item 15     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 has concluded that, as of such date the disclosure controls and procedures
  were effective to ensure that material information relating to the Registrant
  was made known to others within the company particularly during the period in
  which this annual report and accounts were being prepared.

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 AAudit Committee
  Financial Expert

The Registrant does not currently have a financial expert
  in its audit committee due to its relatively small size. In 2002, the Registrant
  had no employees and the Registrant relied upon the services of a chartered
  accounting firm in Vancouver, BC, Canada, to prepare its interim unaudited quarterly
  financial statements and to provide review engagements thereto. Also, the Registrant
  retained the audit services of Davidson & Co., Chartered Accountants to
  perform the audit on its year-end financial statements. The services of these
  two chartered accounting firms provided the audit committee with the financial
  expertise which it can readily rely upon.

Moreover, the audit committee is comprised of seasoned business
  professionals, whereby one member has over 20years of experience in
  the investment business and another audit committee member is a sales and
  marketing while the third member is a physician . For the above reasons,
  the Board of the Registrant believes that the audit committee has adequate resources
  available to it when financial expertise and advice are necessary.

Item 16B     Code of Ethics

The Registrant has not adopted a formal written code of ethics
  given its relatively small size, whereby the Registrant had no employees.

Directors 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.

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40

Item 16C     Principal Accountant
  Fees and Services

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

(Stated in terms of Canadian dollars)

|                                                                       | 2002        |  | 2001        | 
|---------------------------------------------------------------------- | ----------- |  | ----------- | 
|Type of Services Rendered                                              | Fiscal Year |  | Fiscal Year | 
|                                                                       | (CAD$)      |  | (CAD$)      | 
|                                                                       |             |  |             | 
|(a) Audit Fees (managements best approximation)                       | $8,500      |  | $25,000     | 
|(b) Audit-Related Fees                                                 | included in |  | included in | 
|(eg. review engagements
      for interim quarterly financial          | above       |  | above       | 
|statements, year-end working papers and preparation of
      corporate |             |  |             | 
|income tax returns)                                                    |             |  |             | 
|(c) Tax Fees                                                           | Nil         |  | Nil         | 
|(d) All Other Fees                                                     | Nil         |  | Nil         | 
|(eg. review of Form
      20-F and bookkeeping services)               |             |  |             | 

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41

PART III

Item 17     Financial Statements

The Report and Financial Statements
  for the year ended December 31, 2002 (the Annual Statements) are
  reported on by Davidson & Company, Chartered Accountants. These Annual Statements
  were prepared in accordance with generally accepted accounting principles in
  Canada, which differ substantially from general accepted accounting principles
  in the United States. See Note 13 to the Annual Statements.

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

|    | Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                              | Page # inSequentialNumberingSystem
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------
|1.1 | Auditors report                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 46                                
|1.2 | Balance Sheets as at December, 2002 and 2001.
        Statements of Operations, cumulative from inception to December 31, 2002,
        and for the three years ended December 31, 2002, 2001 and 2000. 
        Statements of Cash Flows, cumulative from inception to December 31, 2002,
        and for the three years ended December 31, 2002, 2001 and 2000. 
        Statement of Changes in Shareholders Equity. 
        Notes to Financial Statements. | 47-66                             

Item 18     Financial Statements

Not applicable.

Item 19     Exhibits

(1)     Exhibits

|ExhibitNumber | Description                                                                               | Page # inSequentialNumberingSystem
|------------- | ----------------------------------------------------------------------------------------- | ----------------------------------
|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                               

---

42

|ExhibitNumber | Description                                                                                                                                                                                                                                                                                                                                        | Page # inSequentialNumberingSystem
|------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------
|4.1(1)        | Contracts of Mining Exploration and of Promiseof
        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(2)       | Amendment Agreement between Mr. Felix Gomez Garcia
        and International Capri Resources, S.A. De C.V. dated July 7, 1999, related
        to El Quinto II and El Cometa Navideno.                                                                                                                                                             | N/A                               
|4.11(2)       | Amendment Agreement between Mr. Hector Esquivel Esparza
        and International Capri Resources, S.A. De C.V. dated July 7, 1999, related
        to El Volado and La Cadena.                                                                                                                                                                    | N/A                               

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43

|ExhibitNumber | Description                                                                                                                                                                                                                                                                                                          | Page # inSequentialNumberingSystem
|------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------
|4.12(2)       | Amendment Agreement between Mr. Felix Gomez Garcia
        and International Capri Resources, S.A. De C.V. dated July 7, 1999, related
        to Los Compadres.                                                                                                                                                     | N/A                               
|4.13(3)       | Amendment Agreement between Mr. Felix Gomez Garcia
        and International Capri Resources, S.A. De C.V. dated February 3, 2000,
        related to El Quinto II and El Cometa Navideno.                                                                                                                           | N/A                               
|4.14(3)       | Amendment Agreement between Mr. Hector Esquivel Esparza
        and International Capri Resources, S.A. De C.V. dated February 1, 2000,
        related to El Volado and La Cadena.                                                                                                                                  | N/A                               
|4.15(3)       | Amendment Agreement between Mr. Felix Gomez Garcia
        and International Capri Resources, S.A. De C.V. dated February 3, 2000,
        related to Los Compadres.                                                                                                                                                 | N/A                               
|4.16(4)       | Option Plan                                                                                                                                                                                                                                                                                                          | N/A                               
|4.17(5)       | Asset Purchase Agreement between Cyber Station of
        Victoria Ltd. and International Capri Resources Ltd., dated April 11,
        2000.                                                                                                                                                                        | N/A                               
|4.18(5)       | Consulting Agreement between Yellow Pearl, Inc. and
        International Capri Resources Ltd., dated May 16, 2000.                                                                                                                                                                                                  | N/A                               
|4.19(5)       | Assignment of Right To Purchase Agreement between
        King CapitalCorporation 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                               

---

44

|ExhibitNumber | Description                                                                                                                                                                    | Page # inSequentialNumberingSystem
|------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------
|12.1          | Certification pursuant to Title 18, United States
        Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (Ronald W. Noble)    | 70                                
|12.2          | Certification pursuant to Title 18, United States
        Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (Clair S.R. Calvert) | 70                                

|(1)Previously filed on August 27, 1999.         
|------------------------------------------------
|(2)Previously filed on October 27, 1999.        
|(3)Previously filed in March, 2000 on Form 20-F.
|(4)Previously filed on May 28, 2000             
|(5)Previously filed on May 14, 2001             
|(6)Previously filed on May 17, 2002             

---

45





APIVA VENTURES LIMITED
  (An Exploration Stage Company)

FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars)

DECEMBER 31, 2002





---

46



INDEPENDENT AUDITORS' REPORT

To the Shareholders of 
  Apiva Ventures Limited

We have audited the balance sheets of Apiva Ventures Limited
  as at December 31, 2002 and 2001 and the statements of operations, changes in
  shareholders' equity (deficiency) and cash flows for the years ended December
  31, 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 and United
  States generally accepted auditing standards. Those standards require that we
  plan and perform an audit to obtain reasonable assurance about whether the financial
  statements are free of material misstatement. An audit includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used
  and significant estimates made by management, as well as evaluating the overall
  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, 2002 and 2001 and the results of its operations and its cash flows for the
  years ended December 31, 2002 and 2001 in accordance with Canadian generally
  accepted accounting principles. As required by the Company Act of British Columbia,
  we report that, in our opinion, these principles have been applied on a consistent
  basis.

The audited financial statements for the year ended December
  31, 2000 were examined by other auditors who expressed an opinion without reservation
  on those statements in their report dated January 20, 2001.

"DAVIDSON & COMPANY"

Chartered Accountants

Vancouver, Canada

May 15, 2003



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 May 15, 2003 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" 
|----------------- | ---------------------
|                  |                      
|Vancouver, Canada | Chartered Accountants
|May 15, 2003      |                      



A Member of  SC


---

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


---

47

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



|                                                        | 2002 |             | 2001 |  
|------------------------------------------------------- | ---- | ----------- | ---- | -
|                                                        |      |             |      |  
|                                                        |      |             |      |  
|ASSETS                                                  |      |             |      |  
|                                                        |      |             |      |  
|Current                                                 |      |             |      |  
|Cash and cash equivalents                               | $    | -           |      | $
|Marketable securities (Note 3)                          |      | -           |      |  
|Receivables                                             |      | 2,290       |      |  
|                                                        |      |             |      |  
|                                                        |      |             |      |  
|Total current assets                                    |      | 2,290       |      |  
|                                                        |      |             |      |  
|Capital assets(Note 4)                                  |      | 3,291       |      |  
|Investment in partnership(Note 5)                       |      | 100         |      |  
|                                                        |      |             |      |  
|                                                        |      |             |      |  
|Total assets                                            | $    | 5,681       |      | $
|                                                        |      |             |      |  
|                                                        |      |             |      |  
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIENCY)       |      |             |      |  
|                                                        |      |             |      |  
|Current                                                 |      |             |      |  
|Accounts payable and accrued liabilities                | $    | 35,893      |      | $
|                                                        |      |             |      |  
|                                                        |      |             |      |  
|Total current liabilities                               |      | 35,893      |      |  
|                                                        |      |             |      |  
|                                                        |      |             |      |  
|Shareholders equity (deficiency)                       |      |             |      |  
|Capital stock (Note 7)                                  |      |             |      |  
|Authorized                                              |      |             |      |  
|100,000,000
      common shares without par value       |      |             |      |  
|Issued and outstanding                                  |      |             |      |  
|15,789,619
      common shares (2001  15,676,619)      |      | 14,192,144  |      |  
|Additional paid-in capital                              |      | 1,193,809   |      |  
|Deficit                                                 |      | (15,416,165 | )    |  
|                                                        |      |             |      |  
|                                                        |      |             |      |  
|Total shareholders' equity (deficiency)                 |      | (30,212     | )    |  
|                                                        |      |             |      |  
|                                                        |      |             |      |  
|Total liabilities and shareholders' equity (deficiency) | $    | 5,681       |      | $
|                                                        |      |             |      |  

Nature and continuance of operations (Note 1)Subsequent events (Note 13)

On behalf of the Board:

|_______Ron Noble_______ | Director | _______Clair Calvert_______ | Director
|------------------------- | -------- | ----------------------------- | --------

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

---

48

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



|                                                      | 2002 |            | 2001 |   | 2000       |  
|----------------------------------------------------- | ---- | ---------- | ---- | - | ---------- | -
|                                                      |      |            |      |   |            |  
|                                                      |      |            |      |   |            |  
|EXPENSES                                              |      |            |      |   |            |  
|Amortization                                          | $    | 581        |      | $ | 2,988      |  
|Bank charges and interest                             |      | 930        |      |   | 1,517      |  
|Foreign exchange (gain)
      loss                    |      | 1,787      |      |   | (5,408     | )
|Management fees to related parties (Note
      10)    |      | 13,750     |      |   | -          |  
|Mineral property costs
      (Note 6)                 |      | 62,793     |      |   | 169,312    |  
|Office and general                                    |      | 32,212     |      |   | 68,810     |  
|Professional and consulting
      fees                |      | 73,937     |      |   | 120,571    |  
|Promotion and investor relations                      |      | 19,016     |      |   | 36,558     |  
|Rent to a related party
      (Note 10)               |      | 8,750      |      |   | 10,800     |  
|Salaries                                              |      | -          |      |   | -          |  
|Sales and marketing                                   |      | -          |      |   | -          |  
|Systems and business development                      |      | -          |      |   | -          |  
|Travel and automobile                                 |      | 6,728      |      |   | 43,674     |  
|                                                      |      |            |      |   |            |  
|                                                      |      |            |      |   |            |  
|                                                      |      | (220,484   | )    |   | (448,822   | )
|                                                      |      |            |      |   |            |  
|                                                      |      |            |      |   |            |  
|OTHER ITEMS                                           |      |            |      |   |            |  
|Interest and other
      income                       |      | 154        |      |   | 8,125      |  
|Gain (loss) on sale of marketable securities          |      | (42,682    | )    |   | 61,409     |  
|Loss on disposal of
      capital assets              |      | -          |      |   | (2,450     | )
|Write-down of marketable securities                   |      | -          |      |   | (266,487   | )
|Recovery on contribution
      to joint venture       |      | -          |      |   | -          |  
|Write-off of mineral properties                       |      | -          |      |   | -          |  
|Write-off of intellectual
      property and hardware |      | -          |      |   | -          |  
|Stock-based compensation (Note 7)                     |      | -          |      |   | -          |  
|                                                      |      |            |      |   |            |  
|                                                      |      |            |      |   |            |  
|                                                      |      | (42,528    | )    |   | (199,403   | )
|                                                      |      |            |      |   |            |  
|                                                      |      |            |      |   |            |  
|Loss for the year                                     | $    | (263,012   | )    | $ | (648,225   | )
|                                                      |      |            |      |   |            |  
|                                                      |      |            |      |   |            |  
|Basic and diluted loss per share                      | $    | (0.02      | )    | $ | (0.04      | )
|                                                      |      |            |      |   |            |  
|                                                      |      |            |      |   |            |  
|Weighted average number of shares outstanding         |      | 15,742,307 |      |   | 15,496,345 |  
|                                                      |      |            |      |   |            |  

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

---

49

APIVA VENTURES LIMITED
  (An Exploration Stage Company)
  STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY)
  (Expressed in Canadian Dollars)



|                                         | Capital Stock |            |        |   |            |  |         |          
|---------------------------------------- | ------------- | ---------- | ------ | - | ---------- |  | ------- | ---------
|                                         |               |            |        |   |            |  |         |          
|                                         |               |            |        |   | Additional |  |         |          
|                                         | Number        |            |        |   | Paid-in    |  |         |          
|                                         | of Shares     |            | Amount |   | Capital    |  | Deficit |          
|                                         |               |            |        |   |            |  |         |          
|                                         |               |            |        |   |            |  |         |          
|Balance, December 31, 1999               | $             | 13,078,619 |        | $ | 11,784,029 |  | $       | 163,495  
|                                         |               |            |        |   |            |  |         |          
|Shares issued for private placement      |               | 1,041,000  |        |   | 1,881,417  |  |         | -        
|                                         |               |            |        |   |            |  |         |          
|Shares issued on exercise of options     |               | 1,307,000  |        |   | 314,280    |  |         | -        
|                                         |               |            |        |   |            |  |         |          
|Stock-based compensation                 |               | -          |        |   | -          |  |         | 562,650  
|                                         |               |            |        |   |            |  |         |          
|Stock options issued to consultants      |               | -          |        |   | -          |  |         | 428,669  
|                                         |               |            |        |   |            |  |         |          
|Loss for the year                        |               | -          |        |   | -          |  |         | -        
|                                         |               |            |        |   |            |  |         |          
|                                         |               |            |        |   |            |  |         |          
|Balance, December 31, 2000               |               | 15,426,619 |        |   | 13,979,726 |  |         | 1,154,814
|                                         |               |            |        |   |            |  |         |          
|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                        |               | -          |        |   | -          |  |         | -        
|                                         |               |            |        |   |            |  |         |          
|                                         |               |            |        |   |            |  |         |          
|Balance, December 31, 2001               |               | 15,676,619 |        |   | 14,162,638 |  |         | 1,193,809
|                                         |               |            |        |   |            |  |         |          
|Shares issued on exercise of options     |               | 113,000    |        |   | 29,506     |  |         | -        
|                                         |               |            |        |   |            |  |         |          
|Loss for the year                        |               | -          |        |   | -          |  |         | -        
|                                         |               |            |        |   |            |  |         |          
|                                         |               |            |        |   |            |  |         |          
|Balance, December 31, 2002               |               | 15,789,619 |        | $ | 14,192,144 |  | $       | 1,193,809
|                                         |               |            |        |   |            |  |         |          

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

---

50

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



|                                                                      | 2002 |          | 2001 |   | 2000     |  
|--------------------------------------------------------------------- | ---- | -------- | ---- | - | -------- | -
|                                                                      |      |          |      |   |          |  
|                                                                      |      |          |      |   |          |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                  |      |          |      |   |          |  
|Loss for the year                                                     | $    | (263,012 | )    | $ | (648,225 | )
|Items not affecting cash:                                             |      |          |      |   |          |  
|Amortization                                                          |      | 581      |      |   | 2,988    |  
|Loss on disposal of
      capital assets                              |      | -        |      |   | 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  |  
|Recovery on contribution
      to joint venture                       |      | -        |      |   | -        |  
|Write-off of mineral
      properties                                 |      | -        |      |   | -        |  
|Write-off of intellectual
      property and hardware                 |      | -        |      |   | -        |  
|Stock options issued
      to consultant                              |      | -        |      |   | 38,995   |  
|Stock-based compensation
      cost                                   |      | -        |      |   | -        |  
|                                                                      |      |          |      |   |          |  
|Changes in non-cash working capital items:                            |      |          |      |   |          |  
|(Increase) decrease
      in receivables                              |      | 625      |      |   | 8,817    |  
|(Increase) decrease
      in prepaid expenses                         |      | -        |      |   | 4,588    |  
|Decrease in due from
      joint venture                              |      | -        |      |   | -        |  
|Decrease in due from
      shareholder                                |      | -        |      |   | -        |  
|Increase (decrease)
      in due to related party                     |      | -        |      |   | (963     | )
|Increase (decrease)
      in accounts payable and accrued liabilities |      | 15,679   |      |   | (816     | )
|Decrease in due to
      joint venture                                |      | -        |      |   | -        |  
|                                                                      |      |          |      |   |          |  
|                                                                      |      |          |      |   |          |  
|Net cash used in operating activities                                 |      | (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                                  |      |          |      |   |          |  
|Expenditure for mineral properties                                    |      | -        |      |   | -        |  
|Proceeds on disposal of capital assets                                |      | -        |      |   | 650      |  
|Purchase of marketable securities                                     |      | -        |      |   | (328,481 | )
|Purchase of intellectual property and
      hardware                  |      | -        |      |   | -        |  
|Purchase of capital assets                                            |      | -        |      |   | -        |  
|Proceeds on sale of marketable securities                             |      | 31,542   |      |   | 279,823  |  
|Funds contributed by joint venture                                    |      | -        |      |   | -        |  
|                                                                      |      |          |      |   |          |  
|                                                                      |      |          |      |   |          |  
|Net cash provided by (used in) investing
      activities             |      | 31,542   |      |   | (48,008  | )
|                                                                      |      |          |      |   |          |  

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

---

51

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



|                                                          | 2002 |          | 2001 |   | 2000     |  
|--------------------------------------------------------- | ---- | -------- | ---- | - | -------- | -
|                                                          |      |          |      |   |          |  
|                                                          |      |          |      |   |          |  
|Continued                                                 |      |          |      |   |          |  
|                                                          |      |          |      |   |          |  
|Change in cash and cash equivalents during the year       |      | (142,397 | )    |   | (252,184 | )
|                                                          |      |          |      |   |          |  
|Cash and cash equivalents, beginning of year              |      | 142,397  |      |   | 394,581  |  
|                                                          |      |          |      |   |          |  
|                                                          |      |          |      |   |          |  
|Cash and cash equivalents, end of year                    | $    | -        |      | $ | 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 9)

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

---

52

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS 
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



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 business activities are located in Canada.

During the previous fiscal years ended December 31, 2001 and
  2000, the Company was predominantly involved in the business of identifying
  and reviewing opportunities in the technology field. As a secondary and incidental
  activity, the Company was also involved in the search for properties of merit
  in the mining or oil and gas industries. During the year ended December 31,
  2000, the Company acquired intellectual property and hardware for US$550,000
  (CDN$811,920). The Company developed systems and business processes around the
  intellectual property and commenced sales and marketing efforts. The viability
  of the project, however, was unsuccessful and, accordingly, all costs associated
  with the project were written off to operations during the year ended December
  31, 2000.

During the current year, the Companys principal business
  activity changed to 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.

|                             |   |             |   |   |             |  
|---------------------------- | - | ----------- | - | - | ----------- | -
|                             |   | 2002        |   |   | 2001        |  
|                             |   |             |   |   |             |  
|                             |   |             |   |   |             |  
|Deficit                      | $ | (15,416,165 | ) | $ | (15,153,153 | )
|Working capital (deficiency) |   | (33,603     | ) |   | 199,422     |  
|                             |   |             |   |   |             |  

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.

---

53

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



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.

Capital assets

Capital assets are 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.

Marketable securities

Marketable securities are carried at the lower of cost and
  market value.

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.

---

54

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



2.     SIGNIFICANT ACCOUNTING POLICIES
  (cont'd)

Values

The amounts shown for mineral properties represent costs incurred
  to date and are not intended to reflect present or future values.

Cost of maintaining mineral properties

The Company does not accrue the estimated future costs of
  maintaining its mineral properties in good standing.

Environmental protection and rehabilitation costs

Liabilities related to environmental protection and rehabilitation
  costs are accrued and charged to income when their likelihood of occurrence
  is established. This includes future removal and site restoration costs as required
  due to environmental law or contracts. As at December 31, 2002, there were no
  environmental protection or rehabilitation costs accrued.

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 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
  proved to be anti-dilutive. At December 31, 2002, 2001 and 2000, the total number
  of potentially dilutive shares excluded from loss per share was 2,354,000, 2,729,500
  and 1,187,500, respectively.

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 the new CICA Handbook Section 3870 Stock-Based
  Compensation and Other Stock-Based Payments, which recommends the fair
  value-based methodology for measuring compensation costs. The new 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.

---

55

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



2.     SIGNIFICANT ACCOUNTING POLICIES
  (cont'd)

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.

Comparative figures

Certain comparative figures have been reclassified to conform
  with the current years presentation.

3.     MARKETABLE SECURITIES

The investment in marketable securities represented shares
  in a publicly-traded company which were carried at the lower of cost and quoted
  market value. During the current year, the Company sold its marketable securities
  for gross proceeds of $31,542, resulting in a loss on disposal of $42,682.

4.     CAPITAL ASSETS

|                 
|-----------------
|                 
|                 
|                 
|                 
|                 
|                 
|                 
|Computer hardware
|                 

5.INVESTMENT IN PARTNERSHIP

During the current 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 $244,774 from the General Partnership which represents the aggregate amount
  of cash the Company expects to receive from this investment.

---

56

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



6.     MINERAL PROPERTIES

|                                          |          |         |       |   |         |  
|----------------------------------------- | -------- | ------- | ----- | - | ------- | -
|                                          |          |         |       |  
|                                          | Mongolia |         | Total |  
|                                          |          |         |       |  
|                                          |          |         |       |  
|Balance, December 31, 2000 and 2001       | $        | -       |       | $ | -       |  
|Acquisition costs                         |          | 62,793  |       |   | 62,793  |  
|Write-off of mineral
      property costs |          | (62,793 | )     |   | (62,793 | )
|                                          |          |         |       |   |         |  
|                                          |          |         |       |   |         |  
|Balance, December 31, 2002                | $        | -       |       | $ | -       |  
|                                          |          |         |       |   |         |  

Mongolia Property

During the current year, 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 during the current year and the Company forfeited its deposit
  of $62,793. Accordingly, mineral property costs of $62,793 have been charged
  to operations during the current year.

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 purchase price payable by the Company was as follows:

|a) | Issue 200,000 common shares upon the signing of the agreement (issued
      at a value of $169,312 being the fair value of the shares at the date of
      issuance).
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | Issue 5,000,000 common shares of the Company upon completion of the agreement.                                                                                       
|c) | Pay $1,000,000 in cash subject to the Companys efforts to obtain
      the necessary funds.                                                                         

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

From January 2000 to March 2000, the Company issued a total
  of 1,307,000 common shares at a price ranging from $0.20 to $0.35 per share
  for total proceeds of $314,280 on the exercise of stock options.

In April, 2000, the Company issued 1,041,000 common shares
  pursuant to a private placement at a price of $1.50 per share for net proceeds
  of $1,881,417.

---

57

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



7.     CAPITAL STOCK (contd)

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.

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:
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Outstanding, beginning of year                      
|Granted                                             
|Exercised                                           
|Expired/cancelled                                   
|                                                    
|Outstanding, end of year                            
|                                                    
|                                                    
|Weighted average fair value of                      
|options granted during
      the                    
|year                                                
|                                                    

During the year ended December 31, 2001, 175,000 (2000 - 87,500)
  stock options were issued to non-employees and non-directors. Using the fair
  value method for stock-based compensation, consulting costs of $38,995 (2000
  - $428,669) 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 (2000  5 years), a
  weighted average volatility of 177% (2000  186%) and an annual risk free
  interest rate of 5.21% (2000  5.08%).

---

58

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



7.     CAPITAL STOCK (cont'd)

Stock options (contd)

The following incentive stock options to acquire common shares are outstanding
  and exercisable at December 31, 2002:

|
|
|
|
|
|
|
|

Warrants

Warrant transactions are summarized as follows:

|                              
|------------------------------
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|Outstanding, beginning of year
|                              
|Granted                       
|                              
|Outstanding, end of year      
|                              

As at December 31, 2002, 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.

During the year ended December 31, 2000, 1,100,000 warrants
  were issued upon the break up of a business combination. Using the fair value
  method for stock-based compensation, costs of $562,650 were recorded for the
  year ending December 31, 2000. This amount was determined using the Black-Scholes
  option pricing model assuming no dividends are to be paid, a weighted average
  volatility of the Companys share price of 186% and an annual risk free
  interest rate of 5.08%.

---

59

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



8.     INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes
  is as follows:

|                                                        |   |            |   |   |          |   |   |            |  
|------------------------------------------------------- | - | ---------- | - | - | -------- | - | - | ---------- | -
|                                                        |   | 2002       |   |   | 2001     |   |   | 2000       |  
|                                                        |   |            |   |   |          |   |   |            |  
|                                                        |   |            |   |   |          |   |   |            |  
|Loss before income taxes                                | $ | (263,012   | ) | $ | (648,225 | ) | $ | (3,213,853 | )
|                                                        |   |            |   |   |          |   |   |            |  
|                                                        |   |            |   |   |          |   |   |            |  
|Expected income tax recovery                            | $ | 104,153    |   | $ | 285,219  |   | $ | 1,446,234  |  
|Non-deductible expenses for tax purposes                |   | (33,208    | ) |   | (92,627  | ) |   | (301,336   | )
|Limited partnership income subject to tax               |   | (1,437,565 | ) |   | -        |   |   | -          |  
|Recognized (unrecognized) benefit of non-capital losses |   | 1,366,620  |   |   | (192,592 | ) |   | (1,144,898 | )
|                                                        |   |            |   |   |          |   |   |            |  
|                                                        | $ | -          |   | $ | -        |   | $ | -          |  
|                                                        |   |            |   |   |          |   |   |            |  

Partnership income accounted for on a cost basis is $Nil whereas
  allocated partnership income for income tax purposes is $3,630,213 of which
  the Company only expects to realize $244,774

The significant components of the Company's future income
  tax assets are as follows:

|                               |   |            |   |   |            |   |   |            |  
|------------------------------ | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                               |   |            |   |   |            |   |   |            |  
|                               |   | 2002       |   |   | 2001       |   |   | 2000       |  
|                               |   |            |   |   |            |   |   |            |  
|                               |   |            |   |   |            |   |   |            |  
|Non-capital loss carryforwards | $ | 631,254    |   | $ | 2,086,665  |   | $ | 2,014,000  |  
|Capital assets                 |   | 9,339      |   |   | 10,018     |   |   | 8,468      |  
|Resource expenditures          |   | 1,333,985  |   |   | 1,465,047  |   |   | 1,596,298  |  
|Other                          |   | 362,810    |   |   | 433,705    |   |   | 89,234     |  
|                               |   |            |   |   |            |   |   |            |  
|                               |   | 2,337,388  |   |   | 3,995,435  |   |   | 3,708,000  |  
|Less: Valuation allowance      |   | (2,337,388 | ) |   | (3,995,435 | ) |   | (3,708,000 | )
|                               |   |            |   |   |            |   |   |            |  
|                               | $ | -          |   | $ | -          |   | $ | -          |  
|                               |   |            |   |   |            |   |   |            |  

At December 31, 2002, the Company had non-capital loss carryforwards
  available to reduce future taxable income of approximately $1,670,000. These
  losses, if not utilized, will begin to expire in 2003. 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.     SUPPLEMENTAL DISCLOSURES
  WITH RESPECT TO CASH FLOWS

There were no significant non-cash transactions for the year
  ended December 31, 2002.

---

60

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



9.     SUPPLEMENTAL DISCLOSURES
  WITH RESPECT TO CASH FLOWS(contd)

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.

There were no significant non-cash transactions for the year
  ended December 31, 2000.

10.RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with related
  parties:

| | a) | Paid management fees of $13,750 (2001 - $Nil; 2000
        - $30,000) to a company controlled by a director of the Company.    
| | -- | -------------------------------------------------------------------------------------------------------------------------------
| | b) | Paid rent of $8,750 (2001 - $10,800; 2000 - $7,650)
        to a company controlled by a director of the Company.              
| | c) | Paid management fees of $Nil (2001 - $Nil; 2000 - $47,486)
        to a company controlled by a former director of the Company.

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.

11.SEGMENT INFORMATION

Business information

During the year ended December 31, 2002, the Companys
  principal business activity was the exploration of mineral properties. For the
  years ended December 31, 2001 and 2000, the Company operated predominately in
  the technology field except for mineral property costs of $169,312 incurred
  for the year ended December 31, 2001 and a write-off of mineral properties of
  $422,862 for the year ended December 31, 2000.

Geographic information

The Company operated primarily in Canada for the years ended
  December 31, 2002, 2001 and 2000. The Companys total assets as at December
  31, 2002 and 2001 were located primarily in Canada.

12.FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and cash
  equivalents, receivables 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.



---

61

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



The following events occurred subsequent to December 31, 2002:

| | a) | The Company received a cash distribution of $244,774
        from its investment in partnership (Note 5).                                                                                            
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | The Company loaned $100,000 to a company with a common
        director. The loan bears interest at a rate of 10% per annum, is unsecured
        and is due and payable on or before April 20, 2004.

14.DIFFERENCES BETWEEN
  CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

These financial statements have been prepared in accordance
  with generally accepted accounting principles in Canada (Canadian GAAP).
  Material variations in the accounting principles, practices and methods used
  in preparing these consolidated financial statements from principles, practices
  and methods accepted in the United States (U.S. GAAP) and in SEC
  Regulation S-X are described and quantified below.



|                           |   |             | 2002 |   |            |  |   |             | 2001 |   |             | 
|-------------------------- | - | ----------- | ---- | - | ---------- |  | - | ----------- | ---- | - | ----------- | 
|                           |   |             |      |   |            |  |   |             |      |   |             | 
|                           |   | Balances    |      |   |            |  |   | Balances    |      |   | Balances    | 
|                           |   | under       |      |   |            |  |   | under       |      |   | under       | 
|                           |   | Canadian    |      |   |            |  |   | U.S.        |      |   | Canadian    | 
|                           |   | GAAP        |      |   | Adjustment |  |   | GAAP        |      |   | GAAP        | 
|                           |   |             |      |   |            |  |   |             |      |   |             | 
|                           |   |             |      |   |            |  |   |             |      |   |             | 
|Balance sheets             |   |             |      |   |            |  |   |             |      |   |             | 
|                           |   |             |      |   |            |  |   |             |      |   |             | 
|Current assets             | $ | 2,290       |      | $ | -          |  | $ | 2,290       |      | $ | 219,536     | 
|Long-term assets           |   | 3,391       |      |   | 244,774    |  |   | 248,165     |      |   | 3,872       | 
|                           |   |             |      |   |            |  |   |             |      |   |             | 
|Total assets               | $ | 5,681       |      | $ | 244,774    |  | $ | 250,455     |      | $ | 223,408     | 
|                           |   |             |      |   |            |  |   |             |      |   |             | 
|                           |   |             |      |   |            |  |   |             |      |   |             | 
|Current liabilities        | $ | 35,893      |      | $ | -          |  | $ | 35,893      |      | $ | 20,114      | 
|Capital stock              |   | 14,192,144  |      |   | -          |  |   | 14,192,144  |      |   | 14,162,638  | 
|Additional paid-in capital |   | 1,193,809   |      |   | -          |  |   | 1,193,809   |      |   | 1,193,809   | 
|Other comprehensive        |   |             |      |   |            |  |   |             |      |   |             | 
|income:                    |   |             |      |   |            |  |   |             |      |   |             | 
|Unrealized loss on         |   |             |      |   |            |  |   |             |      |   |             | 
|marketable securities      |   | -           |      |   | -          |  |   | -           |      |   | -           | 
|Deficit                    |   | (15,416,165 |      |   | 244,774    |  |   | (15,171,391 |      |   | (15,153,153 | 
|                           |   |             |      |   |            |  |   |             |      |   |             | 
|Total liabilities and      |   |             |      |   |            |  |   |             |      |   |             | 
|shareholders equity       | $ | 5,681       |      | $ | 244,774    |  | $ | 250,455     |      | $ | 223,408     | 
|                           |   |             |      |   |            |  |   |             |      |   |             | 

---

62

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



14.     DIFFERENCES BETWEEN CANADIAN
  AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(contd)

|                                                    | 2002 |            | 2001 |   | 2000     |  
|--------------------------------------------------- | ---- | ---------- | ---- | - | -------- | -
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|Statements of operations                            |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|Loss under Canadian GAAP                            | $    | (263,012   | )    | $ | (648,225 | )
|Resource property exploration expenditures          |      | -          |      |   | -        |  
|Income from equity investment in partnership        |      | 3,630,213  |      |   | -        |  
|Write-down of investments                           |      | -          |      |   | 266,487  |  
|Write-down of equity investment in partnership      |      | (3,385,439 | )    |   | -        |  
|Realized loss on sale of investments                |      | (266,487   | )    |   | -        |  
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|Loss under U.S. GAAP                                | $    | (241,299   | )    | $ | (381,738 | )
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|Basic and diluted loss per share under U.S. GAAP    | $    | (0.02      | )    | $ | (0.02    | )
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|                                                    |      | 2002       |      |   | 2001     |  
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|Statements of cash flows                            |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|Operating activities under Canadian GAAP            | $    | (203,445   | )    | $ | (217,776 | )
|Exploration                                         |      | -          |      |   | -        |  
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|Operating activities under U.S. GAAP                |      | (203,445   | )    |   | (217,776 | )
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|Financing activities under Canadian and U.S. GAAP   |      | 29,506     |      |   | 13,600   |  
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|Investing activities under Canadian GAAP            |      | (31,542    | )    |   | (48,008  | )
|Deferred exploration                                |      | -          |      |   | -        |  
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|Investing activities under U.S. GAAP                |      | (31,542    | )    |   | (48,008  | )
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|Change in cash and cash equivalents during the year |      | (142,397   | )    |   | (252,184 | )
|                                                    |      |            |      |   |          |  
|Cash and equivalents, beginning of year             |      | 142,397    |      |   | 394,581  |  
|                                                    |      |            |      |   |          |  
|                                                    |      |            |      |   |          |  
|Cash and equivalents, end of year                   | $    | -          |      | $ | 142,397  |  
|                                                    |      |            |      |   |          |  

Marketable securities

For Canadian GAAP purposes, marketable securities are carried
  at the lower of cost and market value, with any realized gain or loss included
  in the statements of operations.

---

63

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



14.     DIFFERENCES BETWEEN CANADIAN AND UNITED
  STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(contd)

Marketable securities(contd)

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 (2001 - $74,224) would be classified as available-for-sale
  securities. As at December 31, 2002, there were no unrealized gains or losses
  (2001  unrealized loss of $266,487).

Investment in partnership

For Canadian GAAP purposes, 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, 2002 the Companys share of earnings from the partnership
  was $3,630,213. The investment in the partnership was then written-down to its
  net realizable value of $244,874.

Mineral properties and exploration and development costs

Under Canadian GAAP, mineral properties, including exploration,
  development 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.

Stock-based compensation

For U.S. GAAP purposes, the Company accounts for stock-based
  compensation to employees and directors, under Accounting Principles Board Opinion
  No. 25, Accounting for Stock Issued to Employee's (APB 25),
  using the intrinsic value based method whereby compensation costs are recorded
  for the excess, if any, of the quoted market price at the date granted over
  the exercise price. Statement of Financial Accounting Standards No. 123, Accounting
  for Stock-Based Compensation (SFAS 123) requires the use of
  the fair value based method of accounting for stock options. Under this method,
  compensation cost is measured at the grant date based on the fair value of the
  options granted and is recognized over the vesting period. SFAS 123, however,
  allows the Company to continue to measure the compensation cost of employees
  in accordance with APB 25. The Company has adopted the disclosure-only provisions
  of SFAS 123.

---

64

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



14.     DIFFERENCES BETWEEN CANADIAN AND UNITED
  STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(contd)

Stock-based compensation(contd)

Under Canadian GAAP, the reporting of stock-based compensation
  expense in the Companys financial statements was not required for the
  years ended December 31, 2001 and 2000. New accounting and disclosure standards
  were introduced under Canadian GAAP (Note 7) for the fiscal year ended December
  31, 2002. Accordingly, there is no difference between Canadian and U.S. GAAP
  on the accounting for stock-based compensation for the year ended December 31,
  2002.

Under U.S. GAAP, the Company recorded additional compensation
  expense during the years ended December 31, 2001 and 2000 of $350,961 and $Nil
  based on the fair value of options granted to non-employees.

The following pro forma financial information presents the
  loss for the year and the loss per share had the Company adopted SFAS 123 for
  all stock options issued to employees and directors:

|                                           |   | 2001     |   |   | 2000       |  
|------------------------------------------ | - | -------- | - | - | ---------- | -
|                                           |   |          |   |   |            |  
|                                           |   |          |   |   |            |  
|Loss for the year under U.S. GAAP          | $ | (381,738 | ) | $ | (2,797,290 | )
|Additional stock-based compensation cost   |   | (350,961 | ) |   | -          |  
|                                           |   |          |   |   |            |  
|                                           |   |          |   |   |            |  
|Pro forma loss                             | $ | (732,699 | ) | $ | (2,797,290 | )
|                                           |   |          |   |   |            |  
|                                           |   |          |   |   |            |  
|Pro forma basic and diluted loss per share | $ | (0.05    | ) | $ | (0.19      | )
|                                           |   |          |   |   |            |  

The amount is determined using the Black-Scholes option pricing
  model assuming no dividends are to be paid, expected life of 5 years; weighted
  average contractual life of 4.04 years; a weighted average volatility of the
  Companys share price of 177% (2000  Nil%); and an annual risk free
  interest rate of 5.21% (2000 - Nil%).

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.

---

65

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



14.     DIFFERENCES BETWEEN CANADIAN AND UNITED
  STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(contd)

Comprehensive income(contd)

Comprehensive income (loss) is as follows:

|                                            |   | 2002     |   |   | 2001     |   |   | 2000       |  
|------------------------------------------- | - | -------- | - | - | -------- | - | - | ---------- | -
|                                            |   |          |   |   |          |   |   |            |  
|                                            |   |          |   |   |          |   |   |            |  
|Loss for the year under U.S. GAAP           | $ | (529,499 | ) | $ | (381,738 | ) | $ | (2,797,290 | )
|Other comprehensive income:                 |   |          |   |   |          |   |   |            |  
|Unrealized gain (loss) on investments       |   | -        |   |   | (378,293 | ) |   | 111,806    |  
|                                            |   |          |   |   |          |   |   |            |  
|                                            |   |          |   |   |          |   |   |            |  
|                                            |   | (529,499 | ) |   | (760,031 | ) |   | (2,685,484 | )
|Less: Reclassification adjustment           |   | 266,487  |   |   | -        |   |   | -          |  
|                                            |   |          |   |   |          |   |   |            |  
|                                            |   |          |   |   |          |   |   |            |  
|Comprehensive income (loss) under U.S. GAAP | $ | (263,012 | ) | $ | (760,031 | ) | $ | (2,685,484 | )
|                                            |   |          |   |   |          |   |   |            |  

New accounting pronouncements

In June 2001, the Financial Accounting Standards Board (FASB)
  approved the issuance of Statements of Financial Accounting Standards No. 142,
  Goodwill and Other Intangible Assets (SFAS 142). SFAS
  142 requires that goodwill no longer be amortized to earnings, but instead be
  reviewed for impairment. The statement is effective for fiscal years beginning
  after December 15, 2001, and is required to be applied at the beginning of an
  entity's fiscal year and to be applied to all goodwill and other intangible
  assets recognized in its financial statements at that date. Impairment losses
  for goodwill and indefinite-lived intangible assets that arise due to the initial
  application of this statement (resulting from a transitional impairment test)
  are to be reported as resulting from a change in accounting principle. Under
  an exception to the date at which this statement becomes effective, goodwill
  and intangible assets acquired after June 30, 2001, will be subject immediately
  to the non-amortization and amortization provisions of this statement.

In June 2001, FASB issued Statements of Financial Accounting
  Standards No. 143, Accounting for Asset Retirement Obligations (SFAS
  143) that records the fair value of the liability for closure and removal
  costs associated with the legal obligations upon retirement or removal of any
  tangible long-lived assets. The initial recognition of the liability will be
  capitalized as part of the asset cost and depreciated over its estimated useful
  life. SFAS 143 is required to be adopted effective January 1, 2003.

In August 2001, FASB issued Statements of Financial Accounting
  Standards No. 144, Accounting for the Impairment on Disposal of Long-lived
  Assets (SFAS 144), which supersedes Statements of Financial
  Accounting Standards No. 121, Accounting for the Impairment of Long-lived
  Assets and for Long-lived Assets to be Disposed of. SFAS 144 requires
  that long-lived assets that are to be disposed of by sale be measured at the
  lower of book value or fair value less cost to sell. Additionally, SFAS 144
  expands the scope of discontinued operations to include all components of an
  entity with operations that (1) can be distinguished from the rest of the entity
  and (2) will be eliminated from the ongoing operations of the entity in a disposal
  transaction. SFAS 144 is effective for fiscal years beginning after December
  15, 2001, and, generally, its provisions are to be applied prospectively.

---

66

APIVA VENTURES LIMITED(An Exploration Stage Company)
  NOTES TO THE FINANCIAL STATEMENTS
  (Expressed in Canadian Dollars) 
  DECEMBER 31, 2002



14.     DIFFERENCES BETWEEN CANADIAN AND UNITED
  STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(contd)

New accounting pronouncements(contd)

In April 2002, FASB issued Statements of Financial Accounting
  Standards No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment
  of FASB Statement No. 13, and Technical Corrections (SFAS 145).
  SFAS 145 eliminates the requirement that gains and losses from the extinguishment
  of debt be aggregated and, if material, classified as an extraordinary item,
  net of the related income tax effect and eliminates an inconsistency between
  the accounting for sale-leaseback transactions and certain lease modifications
  that have economic effects that are similar to sale-leaseback transactions.
  Generally, SFAS 145 is effective for transactions occurring after May 15, 2002.

In June 2002, FASB issued Statements of Financial Accounting
  Standards No. 146, Accounting for Costs Associated with Exit or Disposal
  Activities (SFAS 146) that nullifies Emerging Issues Task
  Force No. 94-3, Liability Recognition for Certain Employee Termination
  Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred
  in a Restructuring) (EITF 94-3). SFAS 146 requires that a
  liability for a cost associated with an exit or disposal activity be recognized
  when the liability is incurred, whereby EITF 94-3 had recognized the liability
  at the commitment date to an exit plan. The provisions of this statement are
  effective for exit or disposal activities that are initiated after December
  31, 2002 with earlier application encouraged.

In October 2002, FASB issued Statements of Financial Accounting
  Standards No. 147, Accounting of Certain Financial Institutions 
  an amendment of FASB Statements No. 72 and 44 and FASB Interpretation No. 9
  (SFAS 147). SFAS 147 requires the application of the purchase method
  of accounting to all acquisitions of financial institutions, except transactions
  between two or more mutual enterprises. SFAS 147 is effective for acquisitions
  for which the date of acquisition is on or after October 1, 2002.

In December 2002, FASB issued Statements of Financial Accounting
  Standards No. 148, Accounting for Stock-Based Compensation  Transition
  and Disclosure  an amendment of FASB Statement No. 123 (SFAS
  148). SFAS 148 amends FASB Statement No. 123 to provide alternative methods
  of transition for a voluntary change to the fair value based method of accounting
  for stock-based employee compensation. In addition, SFAS 148 amends the disclosure
  requirements of FASB Statement No. 123 to require prominent disclosures in both
  annual and interim financial statements about the method of accounting for stock-based
  employee compensation and the effect of the method used on reported results.
  SFAS 148 is effective for fiscal years ending after December 15, 2002.

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.

---

67

SIGNATURES

The registrant certifies that it meets all of the requirements
  for filing on Form 20-F and that it has caused and authorized the undersigned
  to sign this annual report on its behalf.

|                         | APIVA VENTURES LIMITED               
|------------------------ | -------------------------------------
|                         | Registrant                           
|                         |                                      
|Date: June 20, 2003 By:  | /s/ Ronald W. Noble
      (signature)
|Executed at Vancouver,   | Ronald W. Noble, President           
|British Columbia, Canada |                                      

---

68

CERTIFICATIONS

I, Ronald W. Noble, certify that:

|1. | I have reviewed this report on Form 20-F of Apiva
      Ventures Limited (Registrant);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | Based on my knowledge,
        this annual report does not contain any untrue statement of a material
        fact or omit to state a material fact necessary to make the statements
        made, in light of the circumstances under which such statements were made,
        not misleading with respect to the period covered by this annual report;                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | Based on my knowledge,
        the financial statements, and other financial information included in
        this annual report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the Registrant as of,
        and for, the periods presented in this annual report;                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | The Registrants other
        certifying officer and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
        and 15d-14) for the Registrant and we have:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | The Registrant's other
        certifying officer and I have disclosed, based on our most recent evaluation,
        to the Registrant's auditors and the audit committee of Registrant's board
        of directors (or persons performing the equivalent functions): a) all
        significant deficiencies in the design or operation of internal controls
        which could adversely affect the Registrant's ability to record, process,
        summarize and report financial data and have identified for the Registrant's
        auditors any material weaknesses in internal controls; and b) any fraud,
        whether or not material, that involves management or other employees who
        have a significant role in the Registrant's internal controls; and
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6. | The Registrant's other
        certifying officer and I have indicated in this annual report whether
        or not there were significant changes in internal controls or in other
        factors that could significantly affect internal controls subsequent to
        the date of our most recent evaluation, including any corrective actions
        with regard to significant deficiencies and material weaknesses.                                                                                                                                                                                                                                                                                                                                                     

Date: June 20, 2003 /s/Ronald W. Noble 
  Ronald W. Noble 
  President and CEO.

---

69

CERTIFICATIONS

I, Clair S.R. Calvert, certify that:

|1. | I have reviewed this report on Form 20-F of Apiva
      Ventures Limited (Registrant);                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Based on my knowledge, this
        annual report does not contain any untrue statement of a material fact
        or omit to state a material fact necessary to make the statements made,
        in light of the circumstances under which such statements were made, not
        misleading with respect to the period covered by this annual report;                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        annual report, fairly present in all material respects the financial condition,
        results of operations and cash flows of the Registrant as of, and for,
        the periods presented in this annual report;                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | The Registrants other
        certifying officer and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
        and 15d-14) for the Registrant and we have:                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | The Registrant's other certifying
        officer and I have disclosed, based on our most recent evaluation, to
        the Registrant's auditors and the audit committee of Registrant's board
        of directors (or persons performing the equivalent functions):                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | The Registrant's other certifying
        officer and I have indicated in this annual report whether or not there
        were significant changes in internal controls or in other factors that
        could significantly affect internal controls subsequent to the date of
        our most recent evaluation, including any corrective actions with regard
        to significant deficiencies and material weaknesses.

Date: June 20, 2003 /s/Clair S.R. Calvert 
  Clair S.R. Calvert 
  Chief Financial Officer.

---

70

Exhibit 12.1

Certification of Chief Executive Officer pursuant to
  Title 18, United States Code, Section 1350, as adopted pursuant to
  Section 906 of The Sarbanes-Oxley Act of 2002

I, Ronald W. Noble, President and Chief Executive Officer
  of Apiva Ventures Limited ("Apiva"), certify, pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my
  knowledge:

1. The Annual Report on Form 20-F of Apiva for the year ended
  December 31, 2002 (the "Report") fully complies with the requirements of Section
  13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d));
  and

2. The information contained in the Report fairly presents,
  in all material respects, the financial condition and results of operations
  of Apiva.

|                  | by: | /s/ Ronald W. Noble                  
|----------------- | --- | -------------------------------------
|                  |     |                                      
|                  |     | Ronald W. Noble                      
|Vancouver, Canada |     | President and Chief Executive Officer
|June 20, 2003     |     |                                      

A signed original of this written statement required by Section
  906 has been provided to Apiva and will be retained by Apiva and furnished to
  the Securities and Exchange Commission or its staff upon request.

Exhibit 12.2

Certification of Chief Financial Officer pursuant to
  Title 18, United States Code, Section 1350, as adopted pursuant to
  Section 906 of The Sarbanes-Oxley Act of 2002

I, Clair S.R. Calvert, Chief Financial Officer of Apiva
  Ventures Limited ("Apiva"), certify, pursuant to Section 906 of the Sarbanes-Oxley
  Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:

1. The Annual Report on Form 20-F of Apiva for the year ended
  December 31, 2002 (the "Report") fully complies with the requirements of Section
  13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d));
  and

2. The information contained in the Report fairly presents,
  in all material respects, the financial condition and results of operations
  of Apiva.

|                  | by: | /s/ Clair S.R. Calvert 
|----------------- | --- | -----------------------
|                  |     |                        
|                  |     | Clair S.R. Calvert     
|Vancouver, Canada |     | Chief Financial Officer
|June 20, 2003     |     |                        

A signed original of this written statement required by Section
  906 has been provided to Apiva and will be retained by Apiva and furnished to
  the Securities and Exchange Commission or its staff upon request.

---