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UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

x ANNUAL REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

For the fiscal year ended July 31, 2005

 ̈ TRANSITION REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to ____________

Commission File No. 000-31539

COVENTURE INTERNATIONAL
INC.(Exact name of Registrant as specified in its charter)

|Delaware                                            | 98-0231607            
|--------------------------------------------------- | ----------------------
|(State or other jurisdiction of                     | (I.R.S. Employer      
|incorporation or organization)                      | Identification Number)
|                                                    |                       
|118 First Avenue West, Suite 206, PO Box
      1900 | T4C 1A5               
|Cochrane, Alberta 
      Canada                     | (Zip Code)            
|(Address of principal executive offices)            |                       

Registrant's telephone number, including area code: (403)
851-2600

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12 (g) of the Act:
Common Stock

Check whether the issuer (l) has filed all reports required to
  be filed by Section 13 or 15(d) of the Exchange 
  Act during the past 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. x Yes  ̈ No

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not 
  contained in this form, and no disclosure will be contained, to the best of
  registrant's knowledge, in 
  definitive proxy or information statements incorporated by reference in Part
  III of this Form 10-KSB or any 
  amendment to this Form 10-KSB. x

Revenues for fiscal year ended July 31, 2005, 2004 were
$234,777.

The aggregate market value of the voting stock held by
non-affiliates computed by reference to the last reported sale price of such
stock as of August 4, 2005 (the date of the last reported trade of the issuers
common stock) was: $21,066,600.

The number of shares of the issuer's Common Stock outstanding as
of October 27, 2005 was 7,022,200.

Transitional Small Business Disclosure Format (check one): Yes
   ̈ No x

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TABLE OF CONTENTS

|           |          |                                                                                                                              | Page
|---------- | -------- | ---------------------------------------------------------------------------------------------------------------------------- | ----
|Part I     |          |                                                                                                                             
|           | Item 1.  | Description of Business                                                                                                      | 1   
|           | Item 2.  | Description of Property                                                                                                      | 5   
|           | Item 3.  | Legal Proceedings                                                                                                            | 5   
|           | Item 4.  | Submission of Matters to a Vote
      of Securities Holders                                                                  | 6   
|Part II    |          |                                                                                                                             
|           | Item 5.  | Market for Common Equity and
      Related Stockholder Matters                                                               | 6   
|           | Item 6.  | Managements Discussion
      and Analysis or Plan of Operation                                                              | 7   
|           | Item 7.  | Financial Statements                                                                                                         | 11  
|           | Item 8.  | Changes In and Disagreements
      with Accountants on Accounting and Financial Disclosure                                   | 12  
|           | Item 8A. | Controls and Procedures                                                                                                      | 12  
|Part III   |          |                                                                                                                             
|           | Item 9.  | Directors, Executive Officers,
      Promoters and Control Persons; Compliance with Section 16 (a) of the Exchange
      Act | 12  
|           | Item 10. | Executive Compensation                                                                                                       | 13  
|           | Item 11. | Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters                         | 14  
|           | Item 12. | Certain Relationships and Related
      Transactions                                                                         | 15  
|           | Item 13. | Exhibits                                                                                                                     | 15  
|           | Item 14. | Principal Accountant Fees and
      Services                                                                                 | 15  
|Signatures | 17      

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

We were incorporated in Delaware on March 31, 1999 as Bullet
Environmental Systems, Inc. and on May 25, 2000 we changed our name to
Liquidpure Corp. On February 14, 2002 we changed our name to Coventure
International Inc.

We provide accounting, tax and business consulting services to
small and medium sized businesses in-and-around the Calgary, Alberta region. We
operate out of our primary office in Cochrane, Alberta and we rely primarily on
the services of contractors to act as our business analysts in various fields of
specialization. Over the past year we focused on sales and expanded our base of
business to 80 clients. In doing so John Hromyk, the sole officer and director
of the Company, removed himself from day-to-day operations and client
interaction. As all of our consulting files were completed and came up for
annual renewal, the delegated contractor representatives were unable to secure
new contracts. We closed our second office in Calgary at the end of December
2004, and have reduced the number of contractors to three. Subsequently, John
Hromyk has retrenched the business and will personally service a select group of
clients.

We had initially planned to raise additional equity capital to
enable us to expand our business to provide these services to small and medium
sized businesses in North America through a network of regionally licensed
operators. To this end we registered our common stock with the Securities and
Exchange Commission and caused our common stock to be quoted on the
over-the-counter Bulletin Board operated by NASDR, Inc. However, our capital
raising efforts to date have fallen short of the amounts we consider necessary
to implement this expansion plan and we have postponed our plans to regionally
license operators until we are able to secure additional financing. There is no
guarantee that we will be able to secure additional financing or that such
financing will be on terms acceptable to us.

While our core business has achieved marginal profitability,
the costs incurred in registering our common stock and the ongoing costs of
maintaining such registration have resulted in unsustainable financial
losses.

As a result of the foregoing, our management has determined
that it would be in our best interests to attempt to locate a revenue producing
venture partner which is seeking the benefits of being publicly traded with
which to merge. There is no guarantee that our management will be successful in
locating such a revenue producing venture partner or that our management will be
able to negotiate such a merger on terms acceptable to us. In the event that we
are unable to locate a revenue producing venture partner, we will be forced to
suspend our filing obligations with the Securities and Exchange Commission,
resulting in our common stock being delisted from the over-the-counter Bulletin
Board.

While our management is seeking a revenue producing venture
partner in a business complimentary to ours, there is no guarantee that our
management will be successful in this regard. In order to maximize shareholder
value, our management is also seeking businesses in other, unrelated fields and
has broad discretion in their search for and negotiations with any potential
business or business opportunity. In addition, our management expects that in
the event that a potential business or business opportunity is engaged in a
substantially unrelated field, it may be a term of the transaction that our
present business be sold or discontinued.

Current Operations

Our consulting services are designed to improve a clients
profitability through strategic analysis,

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planning, consulting and ongoing evaluation. Our core services
attempt to identify inefficiencies and trouble spots in a business before they
cause significant problems. We provide the following products and services to
our clients. We price our products and services at rates which are comparable to
those charged by consulting firms serving small and mid-sized businesses.

Diagnostic Assessment

Our business analysts are trained to conduct an exhaustive
diagnostic assessment of our clients. The diagnostic assessment is aimed at
revealing the unique conditions, concerns and procedures that each individual
business possesses as well as local economic conditions and domestic factors
that impact a business in the clients area of operation. Upon completion of the
diagnostic assessment, the analyst provides a confidential review and report of
the findings, with recommendations.

The diagnostic assessment reviews the following areas of a
clients business:

| |  | Current and historical financial records, statements and reports
| | - | ----------------------------------------------------------------
| |  | Strategic and Operating Plans/Budgeting Policies                
| |  | The Organization Structure                                      
| |  | Policies and Procedures  Employee Manuals                      
| |  | Internal Reporting Systems and Document Flows                   
| |  | Employee Moral and Attitudes                                    
| |  | Management  Employee Communication                             
| |  | Employee and Management Compensation                            
| |  | Management Goals and Philosophy                                 
| |  | Fixed and Variable Cost Analysis                                
| |  | Receivable and Payable Policies And Performance                 
| |  | Breakeven Assessments                                           
| |  | Pricing Strategies                                              
| |  | Sales and Marketing                                             
| |  | Supply Chain Management and Costs                               
| |  | Inventory Controls and Performance                              
| |  | Productivity and Employee Training                              
| |  | Quality Controls and Customer Satisfaction                      
| |  | Administration and Management Systems and Integration           

Consulting Services

Following the completion of the diagnostic assessment, the
information in the diagnostic assessment will be evaluated and a consulting
program will be prepared to address those factors necessary for the client to
achieve optimal levels of profitability.

If requested by a client, we will periodically evaluate the
clients business, changing economic factors, and the clients progress in
implementing our recommendations.

Other Services

If the results of our diagnostic assessment reveal a need for
legal, accounting, tax, or related professional services, we will refer the
small business owner to firms which specialize in providing these services to
small and mid-sized businesses.

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Competition

The leaders in the small and medium business consulting market
include George S. May International and International Business Analysts. Both
are located in Chicago, Illinois and are represented through-out North America.
These large competitors are not regionally represented and are priced higher
than the accounting services that most of the target market works with. We also
compete with numerous local and regional firms which provide business consulting
services. We believe our competitive advantage will be our focus on only small
and mid-sized businesses. By focusing on small and mid-sized businesses, we
expect that our analysts and consultants will be more familiar with the unique
range of issues facing companies of this size.

Search for Business Opportunities

Sources

Our management intends to use various sources in our search for
potential business opportunities. However, because of our lack of capital, we
may not be able to retain a fee based professional firm specializing in business
acquisitions and reorganizations. Rather, we will most likely have to rely on
outside sources, not otherwise associated with us, that will accept their
compensation only after we have finalized a successful acquisition or
merger.

Other than our sole officer and director and our legal counsel,
we have not yet engaged any outside consultants for the purpose of searching for
potential business opportunities. While our management is seeking a revenue
producing venture partner in a business complimentary to ours, we do not intend
to restrict our search to any specific kind of industry or business. We may
investigate and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of its
corporate existence and development.

Our management cannot predict at this time the status or nature
of any venture in which we may participate. A potential venture might need
additional capital or merely desire to have its shares publicly traded. The most
likely scenario for a possible business arrangement would involve the
acquisition of, or merger with, an operating business that does not need
additional capital, but which merely desires to establish a public trading
market for its shares. Our management believes that we could provide a potential
public vehicle for a private entity interested in becoming a publicly held
corporation without the time and expense typically associated with an initial
public offering.

Evaluation

Once we have identified a particular entity as a potential
acquisition or merger candidate, our management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on our managements
knowledge and experience, or with the assistance of outside advisors and
consultants evaluating the preliminary information available to them. Our
management may elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities. However, because of
our lack of capital we may not have the necessary funds for a complete and
exhaustive investigation of any particular opportunity.

Because we have not located or identified any specific business
opportunity as of the date hereof, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it

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will continue to operate successfully. Many of the potential
business opportunities available to us may involve new and untested products,
processes or market strategies, which may not ultimately prove successful.

Form of Potential Acquisition or Merger

We cannot predict the manner in which we might participate in a
prospective business opportunity. Each separate potential opportunity will be
reviewed and, upon the basis of that review, a suitable legal structure or
method of participation will be chosen. The particular manner in which we
participate in a specific business opportunity will depend upon the nature of
that opportunity, our needs and desires and those of the management of the
opportunity, and the relative negotiating strength of the parties involved.
Actual participation in a business venture may take the form of an asset
purchase, lease, joint venture, license, partnership, stock purchase,
reorganization, merger or consolidation. We may act directly or indirectly
through an interest in a partnership, corporation, or other form of
organization, however, we do not intend to participate in opportunities through
the purchase of minority stock positions.

Because of our current status and our concomitant lack of
assets or relevant operating history, it is likely that any potential merger or
acquisition with another operating business will require substantial dilution of
our existing stockholders. There will probably be a change in control of the
Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of us. Our management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and correspondent ending
relative bargaining power of the parties. However, our management will endeavor
to negotiate the best possible terms for the benefit of our stockholders as the
case arises.

Our management does not have any plans to borrow funds to
compensate any persons, consultants, promoters, or affiliates in conjunction
with its efforts to find and acquire or merge with another business opportunity.
Our management does not have any plans to borrow funds to pay compensation to
any prospective business opportunity, or shareholders, management, creditors, or
other potential parties to the acquisition or merger. In either case, it is
unlikely that we would be able to borrow significant funds for such purposes
from any conventional lending sources. In all probability, a public sale of our
securities would also be unfeasible, and our management does not contemplate any
form of new public offering at this time. In the event that we do need to raise
capital, we would most likely have to rely on the private sale of our
securities. Such a private sale would be subject to available exemptions, if any
apply. However, no private sales are contemplated by our management at this
time. If a private sale of our securities is deemed appropriate in the future,
our management will endeavor to acquire funds on the best terms available to us.
However, there can be no assurance that we will be able to obtain funding when
and if needed, or that such funding, if available, can be obtained on terms
reasonable or acceptable to us. Although not presently anticipated by our
management, there is a possibility that we might sell our securities to our
management or affiliates.

In the event of a successful acquisition or merger, a finders
fee, in the form of cash or our securities, may be paid to persons instrumental
in facilitating the transaction. We have not established any criteria or limits
for the determination of a finders fee, although most likely an appropriate
finders fee will be negotiated between the parties, including the potential
business opportunity candidate, based upon economic considerations and
reasonable value as estimated and mutually agreed at that time. A finders fee
would only be payable upon completion of the proposed acquisition or merger in
the normal case, and our management does not contemplate any other arrangement
at this time. Our management has not actively undertaken a search for, nor
retention of, any finders fee arrangement with any person. It is possible that a
potential merger or acquisition candidate would have its own finders fee
arrangement, or

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other similar business brokerage or investment banking
arrangement, whereupon the terms may be governed by a pre existing contract; in
such case, we may be limited in our ability to affect the terms of compensation,
but most likely the terms would be disclosed and subject to approval pursuant to
submission of the proposed transaction to a vote of our stockholders. Our
management cannot predict any other terms of a finders fee arrangement at this
time. It would be unlikely that a finders fee payable to our affiliates would be
proposed because of the potential conflict of interest issues. If such a fee
arrangement was proposed, independent management and directors would negotiate
the best terms available to us so as not to compromise the fiduciary duties of
the affiliate in the proposed transaction, and we would require that the
proposed arrangement would be submitted to the stockholders for prior
ratification in an appropriate manner.

Competition

Because we have not identified any potential acquisition or
merger candidate, it is unable to evaluate the type and extent of its likely
competition. We are aware that there are several other public companies with
only nominal assets that are also searching for operating businesses and other
business opportunities as potential acquisition or merger candidates. We will be
in direct competition with these other public companies in our search for
business opportunities and, due to our lack of funds, it may be difficult to
successfully compete with these other companies.

Offices and Employees

Other than our sole officer and director, John Hromyk, we do
not have any full-time employees. We rely primarily on the services of
contractors to act as our business analysts. We currently have three contractors
in various fields of specialization. Hiring of other management, staff and
consultants will occur incrementally as funds become available and the need
arises. We have no collective bargaining agreements or employment agreements in
existence.

Subsidiaries

We have one wholly-owned subsidiary, Coventure Canada Inc.
which was formed pursuant to the laws of the Province of Alberta, Canada on
February 5, 2002 and through which we conduct our business operations.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or
trademark.

ITEM 2. DESCRIPTION OF PROPERTY

We have no material assets and, as such, we do not own any real
or personal property. On September 15, 2005 we moved our principal business
office to 118 First Avenue West, Suite 206, Cochrane, Alberta T4C 1A5 from 404
First Street West, Unit 3. We rent this office space at a cost of $500 per month
on a month-to-month basis. The building at 404 First Street West was sold and
the landlords paid us a moving penalty to vacate the premises. We also vacated
our office space located at 3740 11A Street N.E., Calgary Alberta, which was on
a month-to-month lease, in December 2004. We believe the space we are currently
renting is sufficient at this time.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Market Information

On March 17, 2004 we were approved for listing on the
Over-the-Counter Bulletin Board under the symbol CVNI. As of July 31, 2005 we
had 7,022,200 shares of our common stock outstanding, which shares were held by
approximately 30 shareholders of record. On July 29, 2005 the closing bid price
of our common stock on the Over-the-Counter Bulletin Board was $3.00 per
share.

The following table sets forth the range of high and low
closing bid quotations for our common stock since our common stock was listed on
the Over-the-Counter Bulletin Board. The quotations represent inter-dealer
prices without retail markup, markdown or commission, and may not necessarily
represent actual transactions.

|Period           | High  | Low  
|---------------- | ----- | -----
|                 |       |      
|July 31, 2005    | $6.00 | $0.50
|                 |       |      
|April 30, 2005   | $2.90 | $1.05
|                 |       |      
|January 31, 2005 | $7.25 | $0.45
|                 |       |      
|October 30, 2004 | $0.45 | $0.45
|                 |       |      
|July 31, 2004    | $1.50 | $0.25
|                 |       |      
|April 30, 2004   | $0.30 | $0.30

The Securities Exchange Commission has adopted rules that
regulate broker-dealer practices in connection with transactions in penny
stocks. Penny stocks are generally equity securities with a price of less than
$5.00, other than securities registered on certain national securities exchanges
or quoted on the Nasdaq system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, deliver a
standardized risk disclosure document prepared by the Commission, which: (a)
contains a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading; (b) contains a
description of the broker's or dealer's duties to the customer and of the rights
and remedies available to the customer with respect to a violation to such
duties or other requirements of Securities' laws; (c) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for penny
stocks and significance of the spread between the bid and ask price; (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (f) contains such other information and is in such
form as the Commission shall require by rule or regulation. The broker-dealer
also must provide, prior to effecting any transaction in a penny stock, the
customer: (a) with bid and offer quotations for the penny stock; (b) the
compensation of the broker-dealer and its salesperson in the transaction; (c)
the number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock;
and (d) monthly account statements showing the market value of each penny stock
held in the customer's account. In addition, the penny stock rules require that
prior to a transaction

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in a penny stock not otherwise exempt from those rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
acknowledgment of the receipt of a risk disclosure statement, a written
agreement to transactions involving penny stocks, and a signed and dated copy of
a written suitably statement.

These disclosure requirements may have the effect of reducing
the trading activity in the secondary market for our stock and, as a result,
stockholders may have difficulty selling those securities.

Recent Sales of Unregistered Securities

We did not complete any unregistered sales of our common stock
during our fiscal year ended July 31, 2005.

Dividends

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Delaware General
Corporation Law, however, does prohibit us from declaring dividends where, after
giving effect to the distribution of the dividend:

1. We would not be able to pay our debts as they become due in
the usual course of business; or

2. Our total assets would be less than the sum of our total
liabilities plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving the
distribution.

We have never declared or paid any cash dividends on our common
stock. We currently intend to retain future earnings, if any, to finance the
expansion of our business. As a result, we do not anticipate paying any cash
dividends in the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

The following discussion and analysis explains the major
factors affecting our financial condition. The following discussion of our
financial condition and plan of operations should be read along with the
financial statements and notes to the financial statements included elsewhere in
this annual report.

In the fall of 2003 we began providing accounting, tax and
business consulting services to small and medium sized businesses in-and-around
the Calgary, Alberta region. The consulting services are designed to improve a
clients profitability through strategic analysis, planning, consulting and
ongoing evaluation. Our core services attempt to identify inefficiencies and
trouble spots in a business before they cause significant problems.

Our original plan of business was to leverage the experience
from this regional office to template offices throughout Canada through a
network of regionally licensed operators. As stated above under the heading
Description of Business, we have to date been unable to secure the necessary
financing to establish a network of regionally licensed operators and have
determined that it would be in our best interests to seek to locate a revenue
producing venture partner which is seeking the benefits of being publicly traded
with which to merge. Our management reached this determination due to the fact
that, while our core business has achieved marginal profitability, the costs
incurred in registering our common stock with the Securities and Exchange
Commission and the ongoing costs of maintaining such registration have resulted
in unsustainable financial losses.

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During the year ended July 31, 2005 our operations provided
$5,637 in cash and we spent $9,036 on office equipment and leasehold
improvements. Operating capital was provided from operations and loans from
related parties.

Our clients are small and medium sized businesses that have
selected one of our standard programs that incorporate tax and business advisory
services for a one-year initial period. The contracts with the majority of our
client base have been fulfilled. Our revenue for the year ended July 31, 2005
has increased to $234,777 from $122,276 for the year ended July 31, 2004.
Expenses for the year ended July 31, 2005 of $270,484 as compared to $248,749
for the year ended July 31, 2004, has resulted in our net loss from operations
for the year ended July 31, 2005 decreasing to $35,707 from $126,473 in the
previous period. We paid higher advertising, professional and subcontract fees,
and lower commissions and management fees and wages during the current year.
Also, during the year we had entered into a Letter of Intent to acquire Mako
Energy Corporation. Mako terminated the agreement and agreed to pay a
termination fee of $100,000. Refer to Note 8 of the financial statements. The
net gain from the termination fee of $65,351 resulted in a net income for the
year of $29,644.

As a result of the foregoing, while we expect that our core
business will continue to be marginally profitable in the next twelve months, we
expect that, after paying the legal, accounting and other regulatory costs
associated with maintaining the currency of our filings with the Securities and
Exchange Commission, we will continue to operate at a loss. Our management has
therefore begun seeking a revenue producing venture partner which is seeking the
benefits of being publicly traded. In the event that we are unable to find a
suitable revenue producing venture partner, or we are unable to raise additional
capital, we will be forced to suspend our filing obligations with the Securities
and Exchange Commission, resulting in our common stock being delisted from the
over-the-counter Bulletin Board.

While our management is seeking a revenue producing venture
partner in a business complimentary to ours, there is no guarantee that our
management will be successful in this regard. In order to maximize shareholder
value, our management is also seeking businesses in other, unrelated fields and
has broad discretion in their search for and negotiations with any potential
business or business opportunity. In addition, our management expects that in
the event that a potential business or business opportunity is engaged in a
substantially unrelated field, it will be a term of the transaction that our
present business be sold or discontinued.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S.
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 period. Actual results could differ from those estimates.

The methods, estimates, and judgments we use in applying our
most critical accounting policies have a significant impact on the results that
we report in our financial statements. The SEC considers an entity's most
critical accounting policies to be those policies that are both most important
to the portrayal of a company's financial condition and results of operations,
and those that require management's most difficult, subjective or complex
judgments, often as a result of the need to make estimates about matters that
are inherently uncertain at the time of estimation. We believe the following
critical accounting policies, among others, require significant judgments and
estimates used in the preparation of our financial statements:

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|(i)   | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | Property and equipment consists of furniture and
        equipment and leasehold improvements and is recorded at cost. Furniture
        and equipment and leasehold improvements are being amortized on a straight-line
        basis over their estimated useful lives of four years and three years,
        respectively.                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(ii)  | Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | In accordance with Financial Accounting Standards
        Board (FASB) Statement of Financial Accounting Standards (SFAS)
        No. 144, Accounting for the Impairment or Disposal of Long- Lived Assets,
        the carrying value of intangible assets and other long-lived assets is
        reviewed on a regular basis for the existence of facts or circumstances
        that may suggest impairment. The Company recognizes impairment when the
        sum of the expected undiscounted future cash flows is less than the carrying
        amount of the asset. Impairment losses, if any, are measured as the excess
        of the carrying amount of the asset over its estimated fair value.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(iii) | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | The Company recognizes revenue from the sale of services
        in accordance with Securities and Exchange Commission Staff Accounting
        Bulletin No. 104 (SAB 104), Revenue Recognition in Financial
        Statements. Revenue consists of consulting services and is recognized
        only when the price is fixed or determinable, persuasive evidence of an
        arrangement exists, the service is performed, and collectibility is reasonably
        assured.                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | The Company continually monitors timely payments
        and assesses any collection issues. The allowance for doubtful accounts
        is based on the Companys detailed assessment of the collectibility
        of specific customer accounts. Any significant accounts that are not expected
        to be collected are excluded from revenue. Deferred revenue represents
        customer deposits, which are recognized as revenue once the criteria for
        SAB 104 have been met.                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(iv)  | Foreign Currency Transactions/Balances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | The Company's functional currency is the Canadian
        dollar. Occasional transactions occur in U.S. dollars, and management
        has adopted SFAS No. 52, Foreign Currency Translation. Assets
        and liabilities denominated in foreign currencies are translated into
        US dollars at rates of exchange in effect at the balance sheet date. Average
        rates for the year are used to translate revenues and expenses. Resulting
        translation gains and losses are accumulated in a separate component of
        stockholders equity as accumulated other comprehensive income or
        loss.                                                                              

New Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (FASB)
issued SFAS No. 154, Accounting Changes and Error Corrections  A Replacement
of APB Opinion No. 20 and SFAS No. 3. SFAS 154 changes the requirements for the
accounting for and reporting of a change in accounting principle and applies to
all voluntary changes in accounting principle. It also applies to changes
required by an accounting pronouncement in the unusual instance that the
pronouncement does not include specific transition provisions. SFAS 154 requires
retrospective application to prior periods financial statements of changes in
accounting principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. The provisions
of SFAS No. 154 are effective for accounting changes and correction of errors
made in fiscal years beginning after December 15, 2005. The adoption of this
standard is not expected to have a material effect on the Companys results of
operations or financial position.

In December 2004, FASB issued SFAS No. 153, Exchanges of
Nonmonetary Assets - An Amendment of APB Opinion No. 29. The guidance in APB
Opinion No. 29, Accounting for Nonmonetary

9

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Transactions, is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. The guidance in that Opinion, however, included certain exceptions to
that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception
for nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early
application is permitted and companies must apply the standard prospectively.
The adoption of this standard is not expected to have a material effect on the
Companys results of operations or financial position.

In December 2004, the SFAS No. 123R, Share Based Payment.
SFAS 123R is a revision of SFAS No. 123 Accounting for Stock-Based
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued
to Employees and its related implementation guidance. SFAS 123R establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. It also addresses transactions in
which an entity incurs liabilities in exchange for goods or services that are
based on the fair value of the entitys equity instruments or that may be
settled by the issuance of those equity instruments. SFAS 123R focuses primarily
on accounting for transactions in which an entity obtains employee services in
share-based payment transactions. SFAS 123R requires a public entity to measure
the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award (with limited
exceptions). That cost will be recognized over the period during which an
employee is required to provide service in exchange for the award  the
requisite service period (usually the vesting period). SFAS 123R requires that
the compensation cost relating to share-based payment transactions be recognized
in financial statements. That cost will be measured based on the fair value of
the equity or liability instruments issued. Public entities that file as small
business issuers will be required to apply SFAS 123R in the first interim or
annual reporting period that begins after December 15, 2005. The adoption of
this standard is not expected to have a material effect on the Companys results
of operations or financial position.

In March 2005, the SEC staff issued Staff Accounting Bulletin
No. 107 (SAB 107) to give guidance on the implementation of SFAS 123R. The
Company will consider SAB 107 during implementation of SFAS 123R.

Forward Looking Statements

This Plan of Operations includes a number of forward-looking
statements that reflect Management's current views with respect to future events
and financial performance. Those statements include statements regarding the
intent, belief or current expectations of us and members of our management team
as well as the assumptions on which such statements are based. Prospective
investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risk and uncertainties, and that
actual results may differ materially from those contemplated by such
forward-looking statements.

Readers are urged to carefully review and consider the various
disclosures made by us in this report and in our other reports filed with the
Securities and Exchange Commission. Important factors currently known to
management could cause actual results to differ materially from those in
forward-looking statements. We undertake no obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes in the future operating results over time. We
believe that its assumptions are based upon reasonable data derived from and
known about our business and operations and the business and operations of the
Company. No assurances are made that

10

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actual results of operations or the results of our future
activities will not differ materially from its assumptions.

ITEM 7. FINANCIAL STATEMENTS

Coventure International Inc.

July 31, 2005

|                                                                 | Index
|---------------------------------------------------------------- | -----
|                                                                 |      
|Report of Independent Registered Public
      Accounting Firm    | F1  
|                                                                 |      
|Consolidated Balance Sheets                                      | F2  
|                                                                 |      
|Consolidated Statements of Operations                            | F3  
|                                                                 |      
|Consolidated Statements of Cash Flows                            | F4  
|                                                                 |      
|Consolidated Statement of Changes in Stockholders
      Deficit | F5  
|                                                                 |      
|Notes to the Consolidated Financial Statements                   | F6  

11

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Coventure
International Inc.

We have audited the accompanying consolidated balance sheets of
Coventure International Inc. as of July 31, 2005 and 2004, and the related
consolidated statements of operations, cash flows and stockholders' deficit for
each of the two years in the period ended July 31, 2005. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the Standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of
Coventure International Inc., as of July 31, 2005 and 2004, and the consolidated
statements of operations and its cash flows for each of the two years in the
period ended July 31, 2005, in conformity with accounting principles generally
accepted in the United States.

The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in
Note 1 to the consolidated financial statements, the Company has a working
capital deficiency. These factors raise substantial doubt about the Companys
ability to continue as a going concern. Managements plans in regard to these
matters are also discussed in Note 1. These consolidated financial statements do
not include any adjustments, which might result from the outcome of this
uncertainty.

/s/ Manning Elliott

Chartered Accountants

Vancouver, Canada October 21, 2005

F-1

---

Coventure International Inc. Consolidated Balance Sheets
(expressed in U.S. dollars)

|                                                                                                           | July 31, |   | July 31, |  
|---------------------------------------------------------------------------------------------------------- | -------- | - | -------- | -
|                                                                                                           | 2005     |   | 2004     |  
|                                                                                                           | $        |   | $        |  
|                                                                                                           |          |   |          |  
|ASSETS                                                                                                     |          |   |          |  
|                                                                                                           |          |   |          |  
|Current Assets                                                                                             |          |   |          |  
|                                                                                                           |          |   |          |  
|Cash                                                                                                       | 18,953   |   | 940      |  
|Accounts
      receivable, net of allowance for doubtful accounts of $2,359 and $3,337,
      respectively | 3,031    |   | 5,364    |  
|Prepaid
      expenses and deposits                                                                        | 1,506    |   | 1,636    |  
|                                                                                                           |          |   |          |  
|Total Current Assets                                                                                       | 23,490   |   | 7,940    |  
|                                                                                                           |          |   |          |  
|Property and Equipment (Note 3)                                                                            | 21,852   |   | 20,935   |  
|Equipment Under
      Capital Lease (Note 4)                                                               | 10,211   |   |         |  
|                                                                                                           |          |   |          |  
|Total Assets                                                                                               | 55,553   |   | 28,875   |  
|                                                                                                           |          |   |          |  
|                                                                                                           |          |   |          |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                      |          |   |          |  
|                                                                                                           |          |   |          |  
|Current Liabilities                                                                                        |          |   |          |  
|                                                                                                           |          |   |          |  
|Accounts payable                                                                                           | 15,497   |   | 24,932   |  
|Accrued
      liabilities                                                                                  | 15,510   |   | 8,750    |  
|Current portion of capital lease (Note 4)                                                                  | 3,711    |   |         |  
|Deferred revenue                                                                                           | 14,563   |   | 49,089   |  
|Due to related parties (Note 5)                                                                            | 87,116   |   | 55,537   |  
|Loan payable (Note
      6)                                                                                | 25,000   |   |         |  
|                                                                                                           |          |   |          |  
|Total Current Liabilities                                                                                  | 161,397  |   | 138,308  |  
|                                                                                                           |          |   |          |  
|Capital Lease Obligation (Note 4)                                                                          | 5,493    |   |         |  
|Due to Related Parties (Note 5)                                                                            |         |   | 24,078   |  
|                                                                                                           |          |   |          |  
|Total Liabilities                                                                                          | 166,890  |   | 162,386  |  
|                                                                                                           |          |   |          |  
|Contingencies and Commitment (Notes 1 and
      7)                                                         |          |   |          |  
|                                                                                                           |          |   |          |  
|Stockholders Deficit                                                                                      |          |   |          |  
|                                                                                                           |          |   |          |  
|Preferred Stock:                                                                                           |          |   |          |  
|5,000,000 shares
      authorized, $0.0001 par value, none issued                                          |         |   |         |  
|                                                                                                           |          |   |          |  
|Common Stock:                                                                                              |          |   |          |  
|30,000,000 shares authorized, $0.0001 par value                                                            |          |   |          |  
|7,022,200 shares
      issued and outstanding                                                              | 702      |   | 702      |  
|                                                                                                           |          |   |          |  
|Additional Paid-in Capital                                                                                 | 139,280  |   | 139,280  |  
|                                                                                                           |          |   |          |  
|Accumulated Other Comprehensive Loss                                                                       | (8,451   | ) | (981     | )
|                                                                                                           |          |   |          |  
|Deficit                                                                                                    | (242,868 | ) | (272,512 | )
|                                                                                                           |          |   |          |  
|Total
      Stockholders Deficit                                                                          | (111,337 | ) | (133,511 | )
|                                                                                                           |          |   |          |  
|Total Liabilities
      and Stockholders Deficit                                                          | 55,553   |   | 28,875   |  

(The Accompanying Notes are an Integral Part of the Consolidated
Financial Statements) F-2

---

Coventure International Inc.Consolidated Statements of
Operations (expressed in U.S. dollars)

|                                              |  | For the Year Ended |  
|--------------------------------------------- |  | ------------------ | -
|                                              |  | July 31,           |  
|                                              |  | 2005               |  
|                                              |  | $                  |  
|                                              |  |                    |  
|Revenue                                       |  | 234,777            |  
|                                              |  |                    |  
|Expenses                                      |  |                    |  
|                                              |  |                    |  
|Advertising and promotion                     |  | 24,423             |  
|Amortization                                  |  | 12,399             |  
|Commissions                                   |  | 18,935             |  
|General and administrative                    |  | 61,586             |  
|Management fees and wages (Note 5)            |  | 17,437             |  
|Professional fees (Note 5)                    |  | 46,030             |  
|Subcontract                                   |  | 89,674             |  
|                                              |  |                    |  
|Total Expenses                                |  | 270,484            |  
|                                              |  |                    |  
|Loss from operations                          |  | (35,707            | )
|                                              |  |                    |  
|Gain from termination fee (Note 8)            |  | 65,351             |  
|                                              |  |                    |  
|Net Income (Loss)                             |  | 29,644             |  
|                                              |  |                    |  
|Other Comprehensive Income (Loss):            |  |                    |  
|                                              |  |                    |  
|Foreign
      Currency translation adjustment |  | (7,470             | )
|                                              |  |                    |  
|Comprehensive Income (Loss)                   |  | 22,174             |  
|                                              |  |                    |  
|Net Loss Per Share  Basic and Diluted        |  |                   |  
|                                              |  |                    |  
|Weighted Average Shares Outstanding           |  | 7,022,000          |  

(The Accompanying Notes are an Integral Part of the Consolidated
Financial Statements) F-3

---

Coventure International Inc.Consolidated Statements of Cash
Flows (expressed in U.S. dollars)

|                                                                                |  | For the Year Ended |  
|------------------------------------------------------------------------------- |  | ------------------ | -
|                                                                                |  | July 31,           |  
|                                                                                |  | 2005               |  
|                                                                                |  | $                  |  
|                                                                                |  |                    |  
|Operating Activities                                                            |  |                    |  
|                                                                                |  |                    |  
|Net Income (Loss)                                                               |  | 29,644             |  
|                                                                                |  |                    |  
|Adjustment to reconcile net loss to net
      cash used in operating activities |  |                    |  
|Amortization                                                                    |  | 12,399             |  
|                                                                                |  |                    |  
|Changes in operating assets and
      liabilities                               |  |                    |  
|Decrease (increase) in accounts receivable                                      |  | 2,799              |  
|Decrease
      (increase) in prepaid expenses and deposits                      |  | 271                |  
|(Decrease) increase in accounts payable and accrued liabilities                 |  | (10,452            | )
|Increase in due to
      related parties                                        |  | 9,603              |  
|(Decrease)
      increase in deferred revenue                                   |  | (38,627            | )
|                                                                                |  |                    |  
|Net Cash Provided by (Used In) Operating Activities                             |  | 5,637              |  
|                                                                                |  |                    |  
|Investing Activities                                                            |  |                    |  
|                                                                                |  |                    |  
|Purchase of property and equipment                                              |  | (9,036             | )
|                                                                                |  |                    |  
|Net Cash Used In Investing Activities                                           |  | (9,036             | )
|                                                                                |  |                    |  
|Financing Activities                                                            |  |                    |  
|                                                                                |  |                    |  
|Advances from related
      parties                                             |  |                   |  
|Principal repayments on capital lease                                           |  | (3,455             | )
|Proceeds from issue of
      common stock                                       |  |                   |  
|Proceeds from loan                                                              |  | 25,000             |  
|                                                                                |  |                    |  
|Net Cash Provided
      By Financing Activities                                 |  | 21,545             |  
|                                                                                |  |                    |  
|Effect of Exchange
      Rate Changes on Cash                                   |  | (133               | )
|                                                                                |  |                    |  
|Increase (Decrease) in Cash                                                     |  | 18,013             |  
|                                                                                |  |                    |  
|Cash  Beginning
      of Period                                                |  | 940                |  
|                                                                                |  |                    |  
|Cash  End of
      Period                                                      |  | 18,953             |  
|                                                                                |  |                    |  
|Non-cash Investing and Financing Activities                                     |  |                    |  
|Property and equipment
      acquired under sale-leaseback                      |  | (12,226            | )
|Settlement of debt with sale-leaseback proceeds                                 |  | 12,515             |  
|                                                                                |  |                    |  
|                                                                                |  |                    |  
|Supplemental Disclosures                                                        |  |                    |  
|Interest paid                                                                   |  | 737                |  
|Income taxes paid                                                               |  |                   |  

(The Accompanying Notes are an Integral Part of the Consolidated
Financial Statements) F-4

---

Coventure International Inc.Consolidated Statement of
Changes in Stockholders Deficit For the Years Ended July 31, 2005 and 2004
(expressed in U.S. dollars)

|                                        |              |  |  |         |  |  |            |  |  |               |   |  | Accumulated   |   |  |          |  
|--------------------------------------- | ------------ |  |  | ------- |  |  | ---------- |  |  | ------------- | - |  | ------------- | - |  | -------- | -
|                                        |              |  |  |         |  |  | Additional |  |  |               |   |  | Other         |   |  | Total    |  
|                                        | Common Stock |  |  | Paid-In |  |  |            |  |  | Comprehensive |   |  | Stockholders |  
|                                        | # of         |  |  | Amount  |  |  | Capital    |  |  | Deficit       |   |  | Loss          |   |  | Deficit  |  
|                                        | Shares       |  |  | $       |  |  | $          |  |  | $             |   |  | $             |   |  | $        |  
|                                        |              |  |  |         |  |  |            |  |  |               |   |  |               |   |  |          |  
|Balance  July 31, 2003                 | 6,974,200    |  |  | 697     |  |  | 127,285    |  |  | (146,039      | ) |  |              |   |  | (18,057  | )
|                                        |              |  |  |         |  |  |            |  |  |               |   |  |               |   |  |          |  
|Issuance of stock for cash at $0.25 per |              |  |  |         |  |  |            |  |  |               |   |  |               |   |  |          |  
|share                                   | 48,000       |  |  | 5       |  |  | 11,995     |  |  |              |   |  |              |   |  | 12,000   |  
|                                        |              |  |  |         |  |  |            |  |  |               |   |  |               |   |  |          |  
|Foreign currency translation            |             |  |  |        |  |  |           |  |  |              |   |  | (981          | ) |  | (981     | )
|                                        |              |  |  |         |  |  |            |  |  |               |   |  |               |   |  |          |  
|Net loss for the
      year             |             |  |  |        |  |  |           |  |  | (126,473      | ) |  |              |   |  | (126,473 | )
|                                        |              |  |  |         |  |  |            |  |  |               |   |  |               |   |  |          |  
|Balance  July 31, 2004                 | 7,022,200    |  |  | 702     |  |  | 139,280    |  |  | (272,512      | ) |  | (981          | ) |  | (133,511 | )
|                                        |              |  |  |         |  |  |            |  |  |               |   |  |               |   |  |          |  
|Foreign currency translation            |             |  |  |        |  |  |           |  |  |              |   |  | (7,470        | ) |  | (7,470   | )
|                                        |              |  |  |         |  |  |            |  |  |               |   |  |               |   |  |          |  
|Net income for the
      year           |             |  |  |        |  |  |           |  |  | 29,644        |   |  |              |   |  | 29,644   |  
|                                        |              |  |  |         |  |  |            |  |  |               |   |  |               |   |  |          |  
|Balance  July 31, 2005                 | 7,022,200    |  |  | 702     |  |  | 139,280    |  |  | (242,868      | ) |  | (8,451        | ) |  | (111,337 | )

(The Accompanying Notes are an Integral Part of the Consolidated
Financial Statements) F-5

---

Coventure International Inc.Notes to the Consolidated
Financial Statements (expressed in U.S. dollars) July 31, 2005

|1. | Nature of Operations and Continuance of
        Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Coventure International Inc. (the Company)
        was incorporated in the State of Delaware, U.S.A. on March 31, 1999 as
        Bullet Environmental Systems, Inc. and changed its name on May 25, 2000
        to Liquidpure Corp. On February 14, 2002, the Company changed its name
        to Coventure International Inc. These financial statements include the
        accounts of the Company and its wholly-owned subsidiary Coventure Canada
        Inc. (the Subsidiary). The Subsidiary was incorporated in
        the Province of Alberta, Canada on February 5, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company is engaged in the business
        of providing management consulting, accounting and tax services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company generated sufficient revenues
        that indicated planned principal activities commenced and as a result,
        the Company emerged from the development stage during the 2004 fiscal
        year. As at July 31, 2005, the Company has a working capital deficiency
        of $137,907, and accumulated losses of $242,868 since inception. The continuation
        of the Company as a going concern is dependent upon the continued financial
        support from its shareholders, the ability of the Company to obtain necessary
        equity financing to continue operations and to generate profitable operations.
        There is no guarantee that the Company will be able to raise any equity
        financing or generate profitable operations. These financial statements
        have been prepared on a going concern basis, which implies the Company
        will continue to realize its assets and discharge its liabilities in the
        normal course of business. These financial statements do not include any
        adjustments to the recoverability and classification of recorded asset
        amounts and classification of liabilities that might be necessary should
        the Company be unable to continue as a going concern. These factors raise
        substantial doubt regarding the Companys ability to continue as
        a going concern. The Company expects to fund itself over the next twelve
        months through the sale of shares.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-6

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Coventure International Inc.
  Notes to the Consolidated Financial Statements 
  (expressed in U.S. dollars) 
  July 31, 2005

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | (f)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (g)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (h)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (i)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (j)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | (k)                                                           
|   |                                                               
|   |                                                               

F-7

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Coventure International Inc.
  Notes to the Consolidated Financial Statements 
  (expressed in U.S. dollars) 
  July 31, 2005

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | (l)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (m)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-8

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Coventure International Inc.
  Notes to the Consolidated Financial Statements 
  (expressed in U.S. dollars) 
  July 31, 2005

|3. | Property and Equipment
|-- | ----------------------

| |                               |  |        |  |  |              |   |  | July 31,     |  |  | July 31,     | 
| | ----------------------------- |  | ------ |  |  | ------------ | - |  | ------------ |  |  | ------------ | 
| |                               |  |        |  |  |              |   |  | 2005         |  |  | 2004         | 
| |                               |  |        |  |  | Accumulated  |   |  | Net Carrying |  |  | Net Carrying | 
| |                               |  | Cost   |  |  | Amortization |   |  | Value        |  |  | Value        | 
| |                               |  | $      |  |  | $            |   |  | $            |  |  | $            | 
| |                               |  |        |  |  |              |   |  |              |  |  |              | 
| | Furniture and
      equipment |  | 29,969 |  |  | (11,987      | ) |  | 17,982       |  |  | 15,792       | 
| | Leasehold improvements        |  | 6,879  |  |  | (3,009       | ) |  | 3,870        |  |  | 5,143        | 
| |                               |  |        |  |  |              |   |  |              |  |  |              | 
| |                               |  | 36,848 |  |  | (14,996      | ) |  | 21,852       |  |  | 20,935       | 

|4. | Capital lease                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | During the year ended July 31, 2005, the Company
        entered into a non-cancellable leasing arrangement involving certain assets
        owned by the Company. The Company sold equipment with a fair value of
        $12,515 and leased it back over a period of thirty-six months at an effective
        interest rate of 2.83% per annum. The lessor assumed the Companys
        obligations to the trade creditor related to the original acquisition
        of the assets. The Company maintains total use of the equipment and recorded
        a deferred gain. At July 31, 2005 the balance of the deferred gain is
        $654. The deferred gain will be amortized over the lease term. Amortization
        of equipment under capital leases was $2,465 for the year ended July 31,
        2005.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Property under capital lease is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |                                      |  | $      |   | 
| | ------------------------------------ |  | ------ | - | 
| | Furniture and equipment              |  | 12,676 |   | 
| | Less:
      Accumulated Amortization |  | (2,465 | ) | 
| |                                      |  |        |   | 
| |                                      |  | 10,211 |   | 

The following represents future minimum
lease payments under capital leases and the present value of the minimum lease
payments as of July 31, 2005.

| |                                                     |  | $      |   | 
| | --------------------------------------------------- |  | ------ | - | 
| | 2006                                                |  | 4,345  |   | 
| | 2007                                                |  | 4,345  |   | 
| | 2008                                                |  | 1,483  |   | 
| |                                                     |  |        |   | 
| | Total minimum lease payments                        |  | 10,173 |   | 
| | Less:
      Amounts representing interest           |  | (969   | ) | 
| |                                                     |  |        |   | 
| | Present
      value of net minimum lease payments   |  | 9,204  |   | 
| |                                                     |  |        |   | 
| | Current portion of obligations under capital leases |  | 3,711  |   | 
| |                                                     |  |        |   | 
| | Long-term
      obligations under capital leases    |  | 5,493  |   | 

|5. | Related Party Transactions/Balances
|-- | -----------------------------------
|   |                                    
|   | (a)                                
|   |                                    
|   | (b)                                

F-9

---

Coventure International Inc.
  Notes to the Consolidated Financial Statements 
  (expressed in U.S. dollars) 
  July 31, 2005

|5. | Related Party Transactions/Balances (continued)
|-- | -----------------------------------------------
|   |                                                
|   | (c)                                            

| |                                                              |  | July 31, |  |  | July 31, | 
| | ------------------------------------------------------------ |  | -------- |  |  | -------- | 
| |                                                              |  | 2005     |  |  | 2004     | 
| |                                                              |  | $        |  |  | $        | 
| |                                                              |  |          |  |  |          | 
| | Monthly payments of $451 (CDN$550)
      including principal |  |          |  |  |          | 
| | and interest at 14.75% per annum, unsecured and due on       |  |          |  |  |          | 
| | November 24, 2008.                                           |  |         |  |  | 25,489   | 
| |                                                              |  |          |  |  |          | 
| | Less: current portion                                        |  |         |  |  | 1,411    | 
| |                                                              |  |          |  |  |          | 
| |                                                              |  |         |  |  | 24,078   | 

|   | (d)                                                                                                                                                                                                                                                                                                                                                                                      | During the year ended July 31, 2005, the Company
        paid management fees of $4,535 (July 31, 2004 - $27,821) to the President
        of the Company. In addition, management fees and accounting fees of $21,596
        (July 31, 2004 - $13,328) were paid to the spouse of the President of
        the Company.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                          
|6. | Loan Payable                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                          
|   | An unrelated party advanced the Company
        $25,000 on a non-interest bearing, unsecured basis. This amount is due
        on demand with no terms of repayment.                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                          
|7. | Commitments                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                          
|   | The Company entered into an operating lease
        for office premises. The lease requires monthly payments of $960 (CDN$1,174)
        commencing September 1, 2003 for a term of 3 years. In addition the Company
        is responsible for its proportionate share of operating costs, currently
        at $255 (CDN$312) per month. Future minimum lease payments are as follows:

|2006 | $14,580
|---- | -------
|2007 | $1,215 
|     | $15,795

|8. | Gain on Termination Fee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the year ended July 31, 2005, the Company
        signed a Letter of Intent to acquire Mako Energy Corporation (Mako),
        a Delaware corporation engaged in the business of acquiring and developing
        certain oil and gas exploration licenses located in south-eastern Hungary.
        Mako terminated the letter of intent in February 2005, following which
        the Company entered into a Mutual Release Agreement (MRA)
        with Mako. Under the terms of the MRA, Mako agreed to pay $100,000 as
        a walk away fee. During the year ended July 31, 2005, the Company recovered
        the $100,000 termination fee and recognized a gain of $65,351, net of
        legal costs of $34,649.                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9. | Income Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In assessing the realizability of deferred tax assets,
        management considers whether it is more likely than not that some portion
        or all of the deferred tax assets will not be realized. The ultimate realization
        of deferred tax assets is dependent upon the generation of future taxable
        income during the periods in which those temporary differences become
        deductible. Management considers the scheduled reversal of deferred tax
        liabilities, projected future taxable income, and tax planning strategies
        in making this assessment. The amount of the deferred tax asset considered
        realizable could change materially in the near term based on future taxable
        income during the carry forward period.                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Potential benefits of income tax losses are not recognized
        in the accounts until realization is more likely than not. The Company
        has net operating losses of $219,000, which commence expiring in 2021.
        Pursuant to SFAS No. 109 the Company is required to compute tax asset
        benefits for net operating losses carried forward. The potential benefit
        of net operating losses has not been recognized in these financial statements
        because the Company cannot be assured it is more likely than not it will
        utilize the net operating losses carried forward in future years. The
        valuation allowance established against the deferred tax assets decreased
        by $12,000 for the year ended July 31, 2005 and increased by $41,400 for
        the year ended July 31, 2004.

F-10

---

Coventure International Inc.
  Notes to the Consolidated Financial Statements 
  (expressed in U.S. dollars) 
  July 31, 2005

|9. | Income Tax (continued)                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                        
|   | A reconciliation of the provision (benefit) for income
        taxes at the federal statutory rate of 35% compared to the Companys
        effective tax rate follows:

|                                                              |  | Year Ended July 31, |  
|------------------------------------------------------------- |  | ------------------- | -
|                                                              |  | 2005                |  
|                                                              |  | $                   |  
|                                                              |  |                     |  
|Statutory federal provision (benefit) from
      income taxes |  | 14,700              |  
|                                                              |  |                     |  
|Utilization of tax loss carryforward                          |  | (14,700             | )
|Valuation allowance                                           |  |                    |  
|                                                              |  |                     |  
|Provision for income taxes                                    |  |                    |  

The components of the net deferred tax
  asset at July 31, 2005 and 2004 and the statutory tax rate, the effective tax
  rate and the elected amount of the valuation allowance are scheduled below:

|                             |  | 2005    |   |  | 2004    |  
|---------------------------- |  | ------- | - |  | ------- | -
|                             |  | $       |   |  | $       |  
|Net Operating Loss           |  | 219,000 |   |  | 261,000 |  
|Statutory Tax Rate           |  | 35%     |   |  | 34%     |  
|Effective Tax Rate           |  |        |   |  |        |  
|Deferred Tax Asset           |  | 76,700  |   |  | 88,700  |  
|Valuation Allowance          |  | (76,700 | ) |  | (88,700 | )
|Net Deferred
      Tax Asset |  |        |   |  |        |  

F-11

---

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements with our independent auditors on
accounting or financial disclosures.

ITEM 8A. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rules 13a-14(c) and
15d-14(c) as of the end of the period covered by this report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that these disclosure controls and procedures are effective. There
were no changes in our internal control over financial reporting during the year
ended July 31, 2005 that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The names, addresses, ages and positions of our present
officers and directors are set forth below:

|Full Name and Resident | Age | Positions         | Date Appointed 
|---------------------- | --- | ----------------- | ---------------
|Address                |     |                   | Director       
|                       |     |                   |                
|John Hromyk            | 44  | President, Chief  | August 31, 2001
|P.O. Box 731           |     | Financial Officer |                
|Bragg Creek, Alberta   |     | Secretary and     |                
|Canada T0L 0K0         |     | Director          |                

Each director holds office until his successor is duly elected
by the stockholders. Executive officers serve at the pleasure of the board of
directors. The board of directors has no nominating, auditing or compensation
committees.

Background of Officers and Directors

John Hromyk has been our officer and director since August 30,
2001. From May 1999 to June 2001 he was the sole proprietor of Banded Peak
Venture Services, a business development and management-consulting firm located
in Calgary, Alberta. Banded Peak Venture Service is presently inactive. For
three years prior he was the founder and president of Hillside Estate Winery
Ltd. located in Penticton, British Columbia. Hillside Estate Winery Ltd. is an
established winery which produces a small number of high quality varietal wines
which are sold through its wine shop and to specialty stores and restaurants.
From June 1985 to April 1996 Mr. Hromyk was a contract magazine publisher for
numerous Canadian regional and national periodicals. Educated in Vancouver,
British Columbia Mr. Hromyk studied biological sciences from 1980 to 1984 at
Vancouver Community College (Langara) and at the University of British Columbia.
He also completed a Diploma Program in Business Administration and Marketing
from Capilano College in North Vancouver in 1986.

12

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's
executive officers and directors, and persons who beneficially own more than ten
percent of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. Based on its review of the copies of such forms received by it, the
Company believes that during the fiscal year ended July 31, 2005 all such filing
requirements applicable to its officers and directors were complied with.

ITEM 10. EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth the total compensation paid or
accrued by us for the three years ended July 31, 2005 on behalf of each of our
named executive officers.

SUMMARY COMPENSATION TABLE

|                         |          | ANNUALCOMPENSATION | LONG TERM COMPENSATION |             
|------------------------ | -------- | ------------------ | ---------------------- | ------------
|                         |          |                    |                        |             
|                         |          |                    |                        |             
|                         |          |                    |                        |             
|                         |          |                    |                        |             
|Name and Principal       | **Year** | Salary             | Bonus                  | **Other**   
|Position                 |          |                    |                        | annual      
|                         |          | ($)                | ($)                    | compensation
|                         |          |                    |                        | ($)         
|                         |          |                    |                        |             
|John Hromyk, President,  | 2005     | Nil                | Nil                    | $4,535      
|Chief Financial Officer, | 2004     | Nil                | Nil                    | $27,821     
|Secretary and director   | 2003     | Nil                | Nil                    | $2,205      

Our President (Chief Executive Officer), Chief Financial
Officer, Secretary and director John Hromyk is not paid a monthly salary but is
compensated for management fees as cash flow permits.

Employment Agreements with Executive Officers

There are no employment agreements with any officers or
directors.

Directors' Compensation

We currently do not pay our directors for attending meetings of
the board of directors, although we may adopt a director compensation policy in
the future. We have no standard arrangement pursuant to which our directors are
compensated for any services provided in that capacity or for committee
participation or special assignments.

13

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Option Grants in Last Fiscal Year

We do not have an option plan and we did not grant any options
to purchase our common stock during the year ended July 31, 2005.

Long Term Incentive Plans - Awards in Last Fiscal
Year

We do not have any long term incentive plans.

Benefit Plans

We do not have a long-term incentive plan nor do we have a
defined benefit, pension plan, profit sharing or other retirement plan.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct for
Officers, Directors and Employees, that applies to all of our officers,
directors and employees. The Code of Ethics was filed as an exhibit to our
Annual Report on Form 10-KSB for the year ended July 31, 2004.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of the date of this report,
the total number of shares owned beneficially by the present owners of 5% or
more of our total outstanding shares. Unless otherwise stated, the stockholders
listed below have direct ownership of their shares and possess sole voting and
dispositive power with respect to their shares:

The persons named below may be deemed to be parents and
promoters of our company within the meaning of such terms under the Securities
Act, as amended, by virtue of his/its direct and indirect stock holdings. Mr.
Hromyk is the only promoter of our company.

|Title of Class | Name and Address of  | Amount and Nature of | Percent of Class
|-------------- | -------------------- | -------------------- | ----------------
|               | Beneficial Owner     | Beneficial Ownership |                 
|               |                      |                      |                 
|Common Stock   | John Hromyk          | 5,984,678            | 85.2%           
|               | P.O. Box 731         | Common Shares        |                 
|               | Bragg Creek, Alberta | Direct               |                 
|               | Canada T0L 0K0       |                      |                 

The following table sets forth, as of the date of this report,
the total number of shares owned beneficially by each of our directors, officers
and key employees, individually and as a group.

|Title of Class | Name and Address of        | Amount and Nature of | Percent of Class
|-------------- | -------------------------- | -------------------- | ----------------
|               | Beneficial Owner           | Beneficial Ownership |                 
|               |                            |                      |                 
|Common Stock   | John Hromyk                | 5,984,678            | 85.2%           
|               | P.O. Box 731               | Common Shares        |                 
|               | Bragg Creek, Alberta       | Direct               |                 
|               | Canada T0L 0K0             |                      |                 
|               |                            |                      |                 
|Common Stock   | Directors and Officers, as | 5,984,678            | 85.2%           
|               | a Group                    | Common Shares        |                 

14

---

Except as otherwise noted, it is believed that all persons have
full voting and investment power with respect to the shares indicated. Under the
rules of the Securities and Exchange Commission, a person (or group of persons)
is deemed to be a beneficial owner of a security if he or she, directly or
indirectly, has or shares the power to vote or to direct the voting of such
security, or the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a beneficial
owner of the same security. A person is also deemed to be a beneficial owner of
any security, which that person has the right to acquire within 60 days, such as
options or warrants to purchase our Common Stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of the following parties has in the last two fiscal years
had any material interest, direct or indirect, in any transaction with us or in
any presently proposed transaction in excess of $60,000:

| |  | Any of our directors or officers;                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Any person proposed as a nominee
        for election as a director;                                                                                                            
| |  | Any person who beneficially
        owns, directly or indirectly, shares carrying more than 10% of the voting
        rights attached to our outstanding shares of common stock;
|
| |  | Any of our promoters; or                                                                                                                                                        
| |  | Any relative or
        spouse of any of the foregoing persons who has the same house as such
        person.                                                                   
|

ITEM 13. EXHIBITS

|Exhibit No. | Document Description                                                                                                                                  
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                       
|3.1(1)      | Articles of Incorporation                                                                                                                             
|            |                                                                                                                                                       
|3.2(1)      | Bylaws                                                                                                                                                
|            |                                                                                                                                                       
|21.1(2)     | Subsidiary of Coventure International Inc.                                                                                                            
|            |                                                                                                                                                       
|31.1        | Certification
        of Principal Executive Officer and Principal Financial Officer Pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002
|
|            |                                                                                                                                                       
|32.1        | Certification
        Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002                
|
|            |                                                                                                                                                       
|99.1(3)     | Code of Ethics and Business Conduct of Officers,
      Directors and Employees                                                                        

|(1) Incorporated by reference
        to same exhibit filed with the Companys Form 10SB Registration Statement
        filed September 15, 2000, SEC file no. 000-31539
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) Previously filed as an
        exhibit to our Form SB-2/A filed on December 17, 2002, SEC file no. 333-91664.                                                       
|(3)Previously filed as an
        exhibit to our Form 10-KSB filed on November 12, 2004, SEC file no. 000-31539.                                                        

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our financial statements for the year ended July 31, 2003 were
audited by N. I. Cameron Inc., Chartered Accountants. On June 8, 2004 our board
of directors appointed Manning Elliott, Chartered Accountants (Manning
Elliott) as our independent public accountants. Our financial statements for
the years ended July 31, 2004 and July 31, 2005 were audited by Manning
Elliott.

Our board of directors reviews and approves audit and
permissible non-audit services performed by Manning Elliott, as well as the fees
charged by Manning Elliott for such services. In its review of non-audit service
fees and its appointment of Manning Elliott as our independent public
accountants, the board of directors considered whether the provision of such
services is

15

---

compatible with maintaining Manning Elliotts independence. All
of the services provided and fees charged by Manning Elliott in 2004 and 2005
were pre-approved by the board of directors.

Audit Fees

The aggregate fees billed for professional services rendered by
N. I. Cameron Inc. for the audit of our annual financial statements and the
reviews of the financial statements included in our quarterly reports on Form
10-QSB for fiscal year ended July 31, 2003 and the reviews of the financial
statements included in our quarterly reports on Form 10-QSB for the six month
period ended January 31, 2004 were as follows:

|           | Year ended July 31, 2003 | Three and Six Month Periods 
|---------- | ------------------------ | ----------------------------
|           |                          | ended
      January 31, 2004
|Audit Fees | $5,200                   | $4,628                      

The aggregate fees billed for professional services rendered by
Manning Elliott in the fiscal year ended July 31, 2004 were $2,400.

The aggregate fees billed for professional services rendered by
Manning Elliott for the audit of our annual financial statements and the review
of the financial statements included in our annual report on Form 10-KSB for
fiscal year ended July 31, 2004 and the reviews of the financial statements
included in our quarterly reports on Form 10-QSB for the three, six and nine
month periods ended October 31, 2004, January 30, 2005 and April 30, 2005 were
as follows:

|           | Year ended July 31, 2004 | Three, Six and Nine Month   
|---------- | ------------------------ | ----------------------------
|           |                          | Periods ended April 30, 2005
|Audit Fees | $7,000                   | $7,750                      

The aggregate fees billed for professional services rendered by
Manning Elliott in the fiscal year ended July 31, 2005 were $14,750.

We do not have an Audit Committee.

Audit-Related Fees

There were no other fees billed by Manning Elliott during the
last two fiscal years for assurance and related services that were reasonably
related to the performance of the audit or review of the Company's financial
statements and not reported under "Audit Fees" above.

Tax Fees

The aggregate fees billed for professional services rendered by
Manning Elliott for tax compliance services in fiscal year 2005 was $1,775. No
fees were billed for tax advice or tax planning. The fees billed were on account
of the preparation of income tax returns.

All Other Fees

There were no other fees billed by Manning Elliott during the
last two fiscal years for products and services provided by Manning Elliott.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|**COVENTURE INTERNATIONAL INC.** |                                                                                                      
|-------------------------------- | -----------------------------------------------------------------------------------------------------
|                                 |                                                                                                      
|                                 |                                                                                                      
|By                               | /s/
      John Hromyk                                                                                
|                                 | John Hromyk                                                                                          
|                                 | President (Principal Executive Officer), Chief Financial
      Officer (Principal Accounting Officer)
|                                 | Date: October 28, 2005                                                                               

In accordance with the Exchange Act, this report has been signed
  below by the following persons on behalf of the registrant and in the capacities
  and on the dates indicated.

|**COVENTURE INTERNATIONAL INC.** |                                                                                                      
|-------------------------------- | -----------------------------------------------------------------------------------------------------
|                                 |                                                                                                      
|                                 |                                                                                                      
|By                               | /s/
      John Hromyk                                                                                
|                                 | John Hromyk                                                                                          
|                                 | President (Principal Executive Officer), Chief Financial
      Officer (Principal Accounting Officer)
|                                 | Date: October 28, 2005                                                                               

17

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