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

FORM 10-QSB

(Mark One)x Quarterly Report Under Section
  13 Or 15(d) Of The Securities Exchange Act Of 1934 
  For the quarterly period ended April 30, 2005

 ̈ Transition Report
  Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
  For the transition period ________ to ________

COMMISSION FILE NUMBER 000-50930

RAPA MINING INC.(Exact name of small business issuer as specified in its charter)

|NEVADA                                           | 98-0415276                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

Suite 900, 555 Burrard StreetVancouver, British Columbia
  Canada V7X 1M8
  (Address of principal executive offices)

(604) 836-5999(Issuer's telephone number)

Not Applicable
  (Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) 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. Yes
  x   No  ̈

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: As of June 13,
  2005, the Issuer had 42,805,000 Shares of Common Stock outstanding.

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

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PART I - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

2

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Index to Financial Statements

Our unaudited financial statements, as described below, are attached hereto.

1. Management prepared financial statements for the three
  month period ended April 30, 2005, the three month period ended April 30, 2004
  and the period from inception (December 11, 2003) to April 30, 2005, including:

|(a) | Balance Sheet;                    
|--- | ----------------------------------
|(b) | Statements of Operations;         
|(c) | Statement of Deficiency in Assets;
|(d) | Statements of Cash Flows; and     
|(e) | Notes to Financial Statements.    

F-1

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Rapa Mining Inc.(An Exploration Stage Company)
  Balance Sheet
  (Unaudited)

April 30, 2005

|ASSETS                                                               |   |          |  
|-------------------------------------------------------------------- | - | -------- | -
|                                                                    
|Current Assets                                                       |   |          |  
|Cash and cash equivalents                                            | $ | 16,237   |  
|Deferred tax asset less
      valuation allowance of $36,273         |   | -        |  
|                                                                    
|                                                                    
|Total Assets                                                         | $ | 16,237   |  
|                                                                    
|LIABILITIES AND DEFICIENCY IN ASSETS                                 |   |          |  
|                                                                    
|Current Liabilities                                                  |   |          |  
|Accounts payable and accrued
      liabilities                       | $ | 16,874   |  
|Total Current Liabilities                                            |   | 16,874   |  
|                                                                    
|Contingency (Notes 2 and 4)                                          |   |          |  
|                                                                    
|Deficiency in Assets                                                 |   |          |  
|Common stock, $0.001 par value; 525,000,000
      shares authorized, |   |          |  
|42,805,000 shares issued and outstanding                             |   | 42,805   |  
|Additional paid-in capital                                           |   | 60,195   |  
|Deficit accumulated during
      the exploration stage               |   | (103,637 | )
|                                                                    
|Total Deficiency in Assets                                           |   | (637     | )
|                                                                    
|Total Liabilities and Deficiency in Assets                           | $ | 16,237   |  



F-2

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Rapa Mining Inc.(An Exploration Stage Company)
  Statements of Operations(Unaudited)

|                                                               |   | Cumulative     |       |   |              |       |   |              |      
|-------------------------------------------------------------- | - | -------------- | ----- | - | ------------ | ----- | - | ------------ | -----
|                                                               |   | amounts from   |       |   |              |       |   |              |      
|                                                               |   | inception      |       |   | Three Months |       |   | Three Months |      
|                                                               |   | (December 11,  |       |   | ended        |       |   | ended        |      
|                                                               |   | 2003) to       |       |   | April 30,    |       |   | April 30,    |      
|                                                               |   | April 30, 2005 |       |   | 2005         |       |   | 2004         |      
|                                                              
|EXPENSES                                                       |   |                |       |   |              |       |   |              |      
|Bank charges                                                   | $ | 589            |       | $ | 64           |       | $ | 104          |      
|Filing fees                                                    |   | 7,578          |       |   | 1,672        |       |   | 1,474        |      
|Mineral property expenditures                                  |   | 32,811         |       |   | 1,798        |       |   | -            |      
|Office expenses                                                |   | 4,714          |       |   | 3,860        |       |   | 126          |      
|Professional fees                                              |   | 56,488         |       |   | 18,738       |       |   | 6,626        |      
|Transfer agent                                                 |   | 1,457          |       |   | 282          |       |   | -            |      
|                                                              
|Loss before income taxes                                       |   | (103,637       | **)** |   | (26,414      | **)** |   | (8,330       | **)**
|                                                              
|Provision for income taxes                                     |   | -              |       |   | -            |       |   | -            |      
|                                                              
|Net loss                                                       | $ | (103,637       | )     | $ | (26,414      | )     | $ | (8,330       | )    
|                                                              
|                                                              
|Basic and diluted net loss per share                           |   |                |       | $ | -            |       | $ | -            |      
|                                                              
|Weighted average number of shares of  common stock outstanding |   |                |       |   | 41,379,301   |       |   | 40,600,000   |      



F-3

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Rapa Mining Inc.(An Exploration Stage Company)Statement of Deficiency in Assets
  (Unaudited)

|                                                                                   | Common Stock |  |       |        |  |        |                 |   |   |                   |  
|---------------------------------------------------------------------------------- | ------------ |  | ----- | ------ |  | ------ | --------------- | - | - | ----------------- | -
|                                                                                   |              |  |       |        |  |        |                 |   |   | Deficit           |  
|                                                                                   |              |  |       |        |  |        |                 |   |   | Accumulated       |  
|                                                                                   |              |  |       |        |  |        | Additional      |   |   | During            |  
|                                                                                   | Shares       |  |       | Amount |  |        | Paid-in Capital |   |   | Exploration Stage |  
|Balance,December 11, 2003 (date of inception)                                      | –            |  | $     | –      |  | $      | –               |   | $ | –                 |  
|Common stock issued for cash at $0.00014 per  share,
      December 2003           | 14,000,000   |  |       | 14,000 |  |        | (12,000         | ) |   | –                 |  
|Common stock issued for mineral property at  $0.0014
      per share, January 2004 | 1,400,000    |  |       | 1,400  |  |        | 600             |   |   | –                 |  
|Common stock issued for cash at $0.0014 per  share,
      January 2004             | 25,200,000   |  |       | 25,200 |  |        | 10,800          |   |   | –                 |  
|Net loss                                                                           | –            |  |       | –      |  |        | –               |   |   | (26,117           | )
|Balance, January 31, 2004                                                          | 40,600,000   |  |       | 40,600 |  |        | (600            | ) |   | (26,117           | )
|Common stock issued for cash at $0.0285 per 
      share, September 2004           |              |  |       |        |  |        |                 |   |   |                   |  
|2,205,000                                                                          |              |  | 2,205 |        |  | 60,795 |                 |   | – |                   |  
|Net loss                                                                           | -            |  |       | -      |  |        | -               |   |   | (51,106           | )
|Balance, January 31, 2005                                                          | 42,805,000   |  |       | 42,805 |  |        | 60,195          |   |   | (77,223           | )
|Net loss                                                                           | –            |  |       | –      |  |        | –               |   |   | (26,414           | )
|Balance, April 30, 2005                                                            | 42,805,000   |  | $     | 42,805 |  | $      | 60,195          |   | $ | (103,637          | )



F-4

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Rapa Mining Inc.(An Exploration Stage Company)
  Statements of Cash Flows(Unaudited)

|                                                                                     |   | Cumulative     |   |   |              |   |   |              |  
|------------------------------------------------------------------------------------ | - | -------------- | - | - | ------------ | - | - | ------------ | -
|                                                                                     |   | amounts from   |   |   |              |   |   |              |  
|                                                                                     |   | inception      |   |   | Three Months |   |   | Three Months |  
|                                                                                     |   | (December 11,  |   |   | ended        |   |   | ended        |  
|                                                                                     |   | 2003) to       |   |   | April 30,    |   |   | April 30,    |  
|                                                                                     |   | April 30, 2005 |   |   | 2005         |   |   | 2004         |  
|Cash flows from operating activities                                                 |   |                |   |   |              |   |   |              |  
|Net loss                                                                             | $ | (103,637       | ) | $ | (26,414      | ) | $ | (8,330       | )
|Adjustments to reconcile net loss to cash
      used by exploration stage activities |   |                |   |   |              |   |   |              |  
|Stock issued
      for mineral property acquisition                                  |   | 2,000          |   |   | -            |   |   | -            |  
|Change in assets and liabilities:                                                    |   |                |   |   |              |   |   |              |  
|Decrease in
      accounts receivable                                                |   | -              |   |   | 3,074        |   |   | -            |  
|Increase in
      prepaid expense                                                    |   | -              |   |   | -            |   |   | (1,018       | )
|Increase in accounts payable and accrued liabilities                                 |   | 16,874         |   |   | 7,991        |   |   | (2,129       | )
|Net cash used in operating activities                                                |   | (84,763        | ) |   | (15,349      | ) |   | (11,477      | )
|                                                                                    
|Cash flows from financing activities                                                 |   |                |   |   |              |   |   |              |  
|Proceeds from sale
      and issuing common stock                                    |   | 101,000        |   |   | -            |   |   | -            |  
|Net cash provided by financing activities                                            |   | 101,000        |   |   | -            |   |   | -            |  
|                                                                                    
|Change in cash and cash equivalents for the period                                   |   | 16,237         |   |   | (15,349      | ) |   | (11,477      | )
|Cash and cash equivalents,beginning
      of period                                  |   | –              |   |   | 31,586       |   |   | 18,883       |  
|Cash and cash equivalents,end
      of period                                        | $ | 16,237         |   | $ | 16,237       |   | $ | 7,406        |  
|                                                                                    
|Cash paid during the period for
      interest                                       | $ | –              |   | $ | –            |   | $ | –            |  
|                                                                                    
|Cash paid during the period for
      income taxes                                   | $ | –              |   | $ | –            |   | $ | –            |  



F-5

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Rapa Mining Inc.(An Exploration Stage Company)
  Notes to Financial Statements
  April 30, 2005
  (Unaudited)

1. HISTORY AND ORGANIZATION OF THE COMPANY

The Company was incorporated on December 11, 2003, under the
  Laws of the State of Nevada and is in the business of exploring mineral properties.
  The Company has not yet determined whether its properties contain mineral resources
  that may be economically recoverable. The Company therefore has not reached
  the development stage and is considered to be an exploration stage company.

The recoverability of mineral property costs is dependent
  upon the existence of economically recoverable reserves, confirmation of the
  Company's interest in the underlying mineral claims, the ability of the Company
  to obtain necessary financing to complete the exploration and upon future profitable
  production.

Effective February 18, 2005, the Company effected a stock
  split of its common stock by issuing seven new shares for every one old share.
  Except as otherwise stated to the contrary in these financial statements, all
  references to shares and prices per shares have been adjusted to give retroactive
  effect to the stock split.

The accompanying unaudited financial statements have been
  prepared by the Company in conformity with generally accepted accounting principles
  in the United States of America for interim financial statements. In the opinion
  of management, the accompanying unaudited financial statements contain all adjustments
  necessary (consisting of normal recurring accruals) to present fairly the financial
  information contained therein. The accompanying unaudited financial statements
  do not include all disclosures required by generally accepted accounting principles
  in the United States of America and should be read in conjunction with the audited
  financial statements of the Company for the period ended January 31, 2005. The
  results of operations for the three-month period ended April 30, 2005, are not
  necessarily indicative of the results to be expected for the year ending January
  31, 2006.

2. GOING CONCERN

These financial statements have been prepared with the on-going
  assumption that the Company will be able to realize its assets and discharge
  its liabilities in the normal course of business. However, certain conditions
  noted below currently exist which raise substantial doubt about the Company’s
  ability to continue as a going concern. These financial statements do not include
  any adjustments to the amounts and classifications of assets and liabilities
  that might be necessary should the Company be unable to continue as a going
  concern.

The operations of the Company have primarily been funded by
  the sale of common stock. Continued operations of the Company are dependent
  on the Company’s ability to complete equity financings or generate profitable
  operations in the future. Management’s plan in this regard is to secure
  additional funds through future equity financings. Such financings may not be
  available or may not be available on reasonable terms.

|                                                 |   | April 30, 2005 |  
|------------------------------------------------ | - | -------------- | -
|                                                
|Deficit accumulated during the exploration stage | $ | (103,637       | )
|Working capital (deficiency)                     |   | (637           | )

F-6

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Rapa Mining Inc.(An Exploration Stage Company)
  Notes to Financial Statements
  April 30, 2005
  (Unaudited)

3. SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared
  in accordance with generally accepted accounting principles in the United States
  of America and are stated in US dollars. The significant accounting policies
  adopted by the Company are as follows:

Use of estimates

The preparation of financial statements in accordance with
  generally accepted accounting principles in the United States requires management
  to make estimates and assumptions that affect the reported amount of assets
  and liabilities and the disclosure of contingent assets and liabilities at the
  date of the financial statements and the reported amount of revenues and expenses
  during the reporting period. Actual results could differ from these estimates.

Foreign currency translation

Transaction amounts denominated in foreign currencies are
  translated into United States currency at exchanges rates prevailing at transactions
  dates. Carrying values of monetary assets and liabilities are adjusted at each
  balance sheet date to reflect the exchange rate at that date. Gains and losses
  from restatement of foreign currency monetary assets and liabilities are included
  in income.

Cash and cash equivalents

The Company considers cash held at banks and all highly liquid
  investments with original maturities of three months or less to be cash and
  cash equivalents.

Mineral properties

Costs of acquisition, exploration, carrying, and retaining
  unproven properties are expensed as incurred.

Environmental requirements

At the report date, environmental requirements related to
  mineral claims acquired are unknown and therefore an estimate of any future
  cost cannot be made.

Income taxes

A deferred tax asset or liability is recorded for all temporary
  differences between financial and tax reporting and net operating loss carryforwards.
  Deferred tax expenses (benefit) result from the net change during the period
  of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when,
  in the opinion of management, it is more likely than not that some portion or
  all of the deferred tax assets will not be realized. Deferred tax assets and
  liabilities are adjusted for the effects of changes in tax laws and rates on
  the date of enactment.

F-7

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Rapa Mining Inc.(An Exploration Stage Company)
  Notes to Financial Statements
  April 30, 2005
  (Unaudited)

3. SIGNIFICANT ACCOUNTING POLICIES(continued)

Net loss per share

Basic net loss per share is computed by dividing the net loss
  by the weighted average number of shares of common stock outstanding during
  the period. Diluted earnings per share takes into consideration shares of common
  stock outstanding (computed under basic earnings per share) and potentially
  dilutive shares of common stock. As of April 30, 2005, there were no potentially
  dilutive securities outstanding.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board
  (“FASB”) issued Statement of Financial Accounting Standards No.
  153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion
  No. 29” (“SFAS 153”) which amends Accounting Principles Board
  Opinion No. 29, “Accounting for Nonmonetary Transactions” 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. SFAS 153 is effective for nonmonetary asset exchanges
  occurring in fiscal periods beginning after June 15, 2005.

In December 2004, FASB issued Statement of Financial Accounting
  Standards No. 123R, “Share Based Payment” (“SFAS 123R”).
  SFAS 123R supersedes Accounting Principles Board Opinion No. 25, "Accounting
  for Stock Issued to Employees" and its related implementation guidance by requiring
  entities to recognize the cost of employee services received in exchange for
  awards of equity instruments based on the grant-date fair value of those awards
  (with limited exceptions) and revises Statement of Financial Accounting Standards
  No. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”)
  as follows:

| | i)   | Public entities are required to measure liabilities
        incurred to employees in share-based payment transactions at fair value
        and nonpublic entities may elect to measure their liabilities to employees
        incurred in share-based payment transactions at their intrinsic value
        whereas under SFAS 123, all share-based payment liabilities were measured
        at their intrinsic value.                                                                                                                                                                                                                                     
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | ii)  | Nonpublic entities are required to calculate fair
        value using an appropriate industry sector index for the expected volatility
        of its share price if it is not practicable to estimate the expected volatility
        of the entity’s share price.                                                                                                                                                                                                                                                                                                                                                                                          
|
| | iii) | Entities are required to estimate the number of
        instruments for which the requisite service is expected to be rendered
        as opposed to accounting for forfeitures as they occur.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | iv)  | Incremental compensation cost for a modification
        of the terms or conditions of an award is measured by comparing the fair
        value of the modified award with the fair value of the award immediately
        before the modification whereas SFAS 123 required that the effects of
        a modification be measured as the difference between the fair value of
        the modified award at the date it is granted and the award’s value
        immediately before the modification determined based on the shorter of
        (1) its remaining initially estimated expected life or (2) the expected
        life of the modified award.

F-8

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Rapa Mining Inc.(An Exploration Stage Company)
  Notes to Financial Statements
  April 30, 2005
  (Unaudited)

3. SIGNIFICANT ACCOUNTING POLICIES(continued)

Recent Accounting Pronouncements(continued)

SFAS 123R also clarifies and expands guidance in several areas,
  including measuring fair value, classifying an award as equity or as a liability
  and attributing compensation cost to reporting periods. SFAS 123R does not change
  the accounting guidance for share-based payment transactions with parties other
  than employees provided in SFAS 123 as originally issued and EITF 96-18. SFAS
  123R also does not address the accounting for employee share ownership plans
  which are subject to Statement of Position 93-6, “Employers’ Accounting
  for Employee Stock Ownership Plans”. Public entities (other than those
  filing as small business issuers) will be required to apply SFAS 123R as of
  the first annual reporting period that begins after June 15, 2005. Public entities
  that file as small business issuers will be required to apply SFAS 123R in the
  first annual reporting period that begins after December 15, 2005. For nonpublic
  entities, SFAS 123R must be applied as of the beginning of the first annual
  reporting period beginning after December 15, 2005.

The adoption of these new pronouncements are not expected
  to have a material effect on the Company’s financial position or results
  of operations.

4. MINERAL PROPERTY

Pursuant to an option agreement dated January 5, 2004, the
  Company has the right to acquire a 100% interest in certain mining claims located
  in the Kamloops Mining Division of British Columbia, Canada for $10,000
  (paid), the issuance of 200,000 shares of the Company’s common stock (issued)
  and incurring exploration and expenditures of $100,000 in various stages
  by October 2004. During the year ended January 31, 2005, this date was extended
  to October 2005. As the claims do not contain any known reserves, the acquisition
  costs were expensed during the period ended January 31, 2005 and exploration
  costs were expensed during the period ended April 30, 2005. The mineral property
  claims, originally expiring on February 19, 2005, were extended to February
  19, 2006.

5. COMMON STOCK

On December 18, 2003, the Company issued 14,000,000 shares
  of common stock at a price of $0.00014 per share under Regulation S of the
  Securities Act of 1933 for total proceeds of $2,000.

On January 5, 2004, the Company issued 1,400,000 shares of
  common stock at a price of $0.0014 per share under Regulation S of the Securities
  Act of 1933 in conjunction with the signing of an option agreement for certain
  mining claims.

On January 16, 2004, the Company issued 25,200,000 shares
  of common stock at a price of $0.0014 per share under Regulation S of the
  Securities Act of 1933 for total proceeds of $36,000.

On September 27, 2004, the Company issued 2,205,000 shares
  of common stock at a price of $0.0285 per share for total proceeds of $63,000.

F-9

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Rapa Mining Inc.(An Exploration Stage Company)
  Notes to Financial Statements
  April 30, 2005
  (Unaudited)

6. RELATED PARTY TRANSACTIONS

During the period from inception (December 11, 2003) to January
  31, 2004, the Company issued 2,000,000 shares of its common stock for proceeds
  of $2,000 to an officer and director of the Company. At April 30, 2005,
  included in accounts payable is $76 owed to an officer a director of the
  Company.

7. INCOME TAXES

|A reconciliation of income
      taxes at statutory rates with the reported taxes is as follows: |               
|------------------------------------------------------------------------------------------------ | --------------
|                                                                                                 | April 30, 2005
|Net loss                                                                                         | $             
|Expected income tax recovery                                                                     | $             
|Unrecognized current benefit of operating losses                                                 |               
|Total income taxes                                                                               | $             
|The Company’s total future income
      tax asset is as follows:                                 |               
|                                                                                                 | April 30, 2005
|Tax benefit of net operating loss carryforward                                                   | $             
|Valuation allowance                                                                              |               
|                                                                                                 | $             

The Company has net operating loss carryforwards of approximately
  $103,600 available for deduction against future years taxable income. The
  valuation allowance increased to $36,273 during the period ended April 30,
  2005, since the realization of the net operating loss carryforwards are doubtful.
  It is reasonably possible that the Company's estimate of the valuation allowance
  will change. The operating loss carryforwards will expire in 2025.

8. FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and cash
  equivalents and accounts payable and accrued liabilities. Unless otherwise noted,
  it is management’s opinion that the Company is not exposed to significant
  interest, currency or credit risks arising from these financial instruments.
  The fair value of these financial instruments approximate their carrying values,
  unless otherwise noted.

9. SEGMENT INFORMATION

The Company operates in one reportable segment, being the exploration of mineral
  properties, in Canada.

F-10

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Rapa Mining Inc.(An Exploration Stage Company)
  Notes to Financial Statements
  April 30, 2005
  (Unaudited)

10. SHARE PURCHASE AGREEMENT

On April 14, 2005 the Company entered into a share purchase
  agreement with Clyvia Capital Holding GmbH (“Clyvia Capital”), Clyvia
  Technology GmbH (“Clyvia Technology”) and Brian Cheston, President
  of the Company, for the purchase of a 100% ownership interest in Clyvia Technology
  from Clyvia Capital (the “Share Purchase Agreement”). The Share
  Purchase Agreement is dated for reference as of the 7th day of April,
  2005. Clyvia Technology is a company based in Wegberg, Germany engaged in the
  development of proprietary technology that uses a process known as catalytic
  depolymerization to produce fuel from various forms of waste materials.

The Company has agreed to issue to Clyvia Capital 55,000,000
  shares of its common stock in exchange for a 100% ownership interest in Clyvia
  Technology and the President of the Company has agreed to transfer 14,000,000
  shares to Clyvia Capital for $10,000. Closing of the acquisition is expected
  to take place on June 16, 2005.

11. SUBSEQUENT EVENTS

On May 17, 2005 the Company adopted its 2005 Stock Option
  Plan providing for the grant to the Company’s officers, directors, employees
  and permitted consultants of options to purchase shares of the Company. The
  2005 Stock Option Plan will provide for the grant of options to purchase up
  to 6,420,750 shares of the common stock of the Company, subject to increase
  to an amount equal to 15% of the outstanding shares of the Company on the first
  day of each quarter.

F-11

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|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
|------- | ----------------------------------------------------------

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute
  "forward-looking statements". These statements, identified by words such as
  “plan”, "anticipate," "believe," "estimate," "should," "expect"
  and similar expressions, include our expectations and objectives regarding our
  future financial position, operating results and business strategy. These statements
  reflect the current views of management with respect to future events and are
  subject to risks, uncertainties and other factors that may cause our actual
  results, performance or achievements, or industry results, to be materially
  different from those described in the forward-looking statements. Such risks
  and uncertainties include those set forth under the caption "Management's Discussion
  and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We
  do not intend to update the forward-looking information to reflect actual results
  or changes in the factors affecting such forward-looking information. We advise
  you to carefully review the reports and documents we file from time to time
  with the Securities and Exchange Commission (“SEC”), particularly
  our Annual Reports on Form 10-KSB and our Current Reports on Form 8-K.

As used in this Quarterly Report, the terms "we", "us", "our",
  and “Rapa” mean Rapa Mining Inc. unless otherwise indicated. All
  dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise
  stated.

DESCRIPTION OF BUSINESS

The following discussion and analysis summarizes our plan
  of operation for the next twelve months, our results of operations for the three
  month period ended April 30, 2005 and changes in our financial condition from
  January 31, 2005. This discussion should be read in conjunction with the Management’s
  Discussion and Analysis or Plan of Operation included in our Annual Report on
  Form 10-KSB for the year ended January 31, 2005.

OVERVIEW

We were incorporated on December 11, 2003 under the laws of
  the State of Nevada. Effective on February 18, 2005, we completed a seven-for-one
  (7:1) split of our issued and outstanding common stock. As a result of the stock
  split, our authorized capital has increased from 75,000,000 shares of common
  stock with a par value of $0.001 per share, of which 6,115,000 shares were
  issued and outstanding, to 525,000,000 shares of common stock with a par value
  of $0.001 per share, of which 42,805,000 shares are issued and outstanding.
  Except as otherwise stated, all references to shares and prices per share have
  been adjusted to give retroactive effect to the stock split.

We are currently an exploration stage company engaged in the
  acquisition and exploration of mineral properties. By a mineral property option
  agreement with Rockcutter Capital Inc. (“Rockcutter”), an arms length
  British Columbia corporation, dated January 5, 2004, we have the option to acquire
  a 100% interest in two mineral claims located approximately 15 miles north of
  the town of Barriere in the Kamloops Mining Division in British Columbia, Canada
  (the “Chu Chua Property”). Each claim is comprised of 200 units,
  with each unit consisting of one square hectare. Both claims are in good standing
  with the Province of British Columbia until February 19, 2006.

3

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Since we are an exploration stage company, there is no assurance
  that a commercially viable mineral deposit exists on the Chu Chua Property,
  and a great deal of further exploration will be required before a final evaluation
  as to the economic feasibility for our future exploration is determined. We
  have no known reserves of any type of mineral. To date, we have not discovered
  an economically viable mineral deposit on the Chu Chua Property, and there is
  no assurance that we will discover one.

On April 14, 2005, the Company entered into a share purchase
  agreement with Clyvia Capital Holding GmbH (“Clyvia Capital”), Clyvia
  Technology GmbH (“Clyvia Technology”) and Brian Cheston for the
  purchase of a 100% ownership interest in Clyvia Technology from Clyvia Capital
  (the “Share Purchase Agreement”). The Share Purchase Agreement is
  dated for reference as of the 7th day of April, 2005. Clyvia Technology
  is a company based in Wegberg, Germany engaged in the development of a proprietary
  technology that uses a process known as catalytic depolymerization to produce
  fuel from various forms of waste materials (the “Clyvia Business”).

Under the terms of the Share Purchase Agreement, the Company
  has agreed to issue to Clyvia Capital 55,000,000 shares of its common stock
  in exchange for a 100% ownership interest in Clyvia Technology. These shares
  will be issued to Clyvia Capital pursuant to Regulation S of the Securities
  Act of 1933 based upon representations made by Clyvia Capital that it is not
  a “U.S. person” as that term is defined in Regulation S. In addition,
  Mr. Cheston has agreed to transfer 14,000,000 shares of the Company’s
  common stock to Clyvia Capital at an aggregate sale price of $10,000. Closing
  of the acquisition is expected to take place on or before June 16, 2005. Closing
  is subject to a number of customary conditions, including the delivery of audited
  financial statements for Clyvia Technology and completion of our due diligence
  investigations. If we successfully close the acquisition of Clyvia Technology,
  of which there is no assurance, it is expected that we will abandon our mineral
  exploration business to focus our resources on the Clyvia Technology Business.
  If we are not successful in closing the acquisition of Clyvia Technology, we
  will continue with our mineral exploration business.

THE CLYVIA BUSINESS

Clyvia Technology is a company based in Wegberg, Germany engaged
  in the development of a proprietary technology that uses a process known as
  catalytic depolymerization to produce fuel from various forms of recyclable
  waste materials, including vegetable oils, plastics and organic solids (the
  “Technology”). Clyvia Technology has obtained an exclusive worldwide
  license for three patent pending technologies that will form the basis of its
  prototype unit and is in the process of applying for its own separate patent.

The Technology

Catalytic depolymerization is a chemical procedure that utilizes
  heat and/or ion exchanging catalysts to breakdown larger macro-molecules into
  simpler compounds.

Utilizing this process, Clyvia Technology has developed a
  system which breaks down the longer hydrocarbon molecules found in certain recyclable
  waste materials such as waste petroleum products (such as cold cleansers, oil
  sludge, and used mechanical oils), animal fats and vegetable oil products (such
  as cooking oils, cosmetics and candles), plastics (such as polyethylene, polypropylene
  and polystyrene), and organic solids (such as wood products and animal bone
  meal).

4

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In the proposed Clyvia system, the input raw materials are
  to be fed into a reactor containing a mixture of circuit oil and an ion exchanging
  catalyst compound. The hydrocarbon molecules are then stored in the reactive
  chamber where a heated liquid and steam mixture is introduced, heating the compound
  to a reactive temperature of approximately 300°C to 400°C. Once the
  reactive temperature is reached, the longer hydrocarbon molecules breakdown
  into shorter hydrocarbon molecules and evaporate. The evaporated molecules are
  then led to a fractional distillation plant which then cools the vapor and extracts
  diesel and/or heating fuel.

Clyvia Technology has demonstrated this process in laboratory
  tests and is now seeking to construct a pilot project prototype that can be
  used to demonstrate that this process can be used to effectively create a renewable
  source of high quality diesel fuel and/or heating oil. However, to date, Clyvia
  Technology has not constructed a fully working prototype unit for the Technology
  and there is no assurance that it will be able to produce such a prototype.
  If Clyvia Technology does successfully construct such a prototype, there is
  no assurance that it will be able to develop commercially viable products based
  on that prototype.

PLAN OF OPERATION

Our plan of operation for the next twelve months involves the following:

|1. | We intend to proceed with the acquisition
        of Clyvia Technology. Closing of this acquisition is expected to take
        place on or before June 16, 2005; however, there is no assurance that
        we will be able to complete the acquisition within that time frame or
        at all. If we are successful in completing the acquisition of Clyvia Technology,
        it is expected that we will abandon our mineral exploration business in
        order to focus our resources on the development of the Technology. In
        developing the Technology and the Clyvia Business, we plan to;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | If we are successful in completing the
        acquisition of Clyvia Technology, we anticipate spending approximately
        €1,850,000 (approximately $2,400,000) in pursuing the above
        plan of operation over the next twelve months. This amount is in excess
        of our current cash reserves and anticipated revenues for that period.
        Accordingly, if we do complete the acquisition of Clyvia Technology, we
        will require substantial additional financing in order to fund the above
        plan of operation.                                                             
|  
|2. | If we are not successful in completing
        our acquisition of Clyvia Technology, we will proceed with our mineral
        exploration business and with our exploration program for the                                                                                                                                                                                                                                                                                                                                                                                                                      

5

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| | Chu Chua Property. We have retained an
        independent geologist to complete Phase One  of the exploration program
        for the Chu Chua Property. We anticipate that we will need to  incur
        exploration expenditures of an additional $5,000 in order to complete
        Phase One.  Additional work on Phase One has been put on hold pending
        completion of the Clyvia  Technology acquisition. If we decide to
        proceed with the exploration program, we  anticipate that it will
        take approximately one to two months to obtain a final report for 
        Phase One. A determination will then be made whether to proceed with Phase
        Two of the  exploration program.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | Phase Two is expected to cost approximately
        $85,000 to complete, which is in excess of  our current cash
        reserves. Accordingly, if we decide to proceed with Phase Two, we 
        anticipate that we will need to raise additional funding.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

We anticipate that any additional financing will likely be
  in the form of equity financing as substantial debt financing is not expected
  to be available at this stage of our business.

Currently we do not have any financing arrangements in place
  and there is no assurance that we will be able to obtain sufficient financing
  in order to proceed with either the development of the Clyvia Business or the
  exploration program for the Chu Chua Property. If we do not obtain the necessary
  financing, then our plan of operation will be scaled back according to the amount
  of funds available. The inability to raise the necessary financing will severely
  restrict our ability to pursue our plan of operation.

RESULTS OF OPERATIONS

|First Quarter Summary |   |                             |   |   |        |   |                       |  
|--------------------- | - | --------------------------- | - | - | ------ | - | --------------------- | -
|                     
|                      |   | Three Months Ended April 30 |   |   |       
|                      |   |                             |   |   |        |   | Percentage            |  
|                      |   | 2005                        |   |   | 2004   |   | Increase / (Decrease) |  
|Revenue               |   | $Nil                        |   |   | $Nil   |   | --                    |  
|Expenses              |   | (26,414                     | ) |   | (8,330 | ) | 217.1                 | %
|Net Income (Loss)     | $ | (26,414                     | ) | $ | (8,330 | ) | 217.1                 | %

Revenue

We have not earned any revenue to date. If we complete the
  acquisition of Clyvia Technology, we do not anticipate earning revenues until
  we have completed the commercial development of products based on the Technology.
  Even if we do complete the acquisition of the Clyvia Technology, there is no
  assurance that we will be able to complete the commercial development of products
  based on the Technology.

If we do not complete the acquisition of Clyvia Technology,
  we do not expect to earn revenues until we enter into commercial production
  of the Chu Chua Property. We are currently an exploration stage company and
  we can provide no assurances that we will be able to discover commercially exploitable
  levels of mineral revenues on our properties. Even if such resources are discovered,
  there is no assurance that we will be able to enter into commercial production
  of the Chu Chua Property.

6

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Operating Expenses

Our operating expenses for the quarterly periods ended April 30, 2005 and 2004 consisted of the following:

|                              |   | Three Months Ended
      April 30 |  |   |      
|----------------------------- | - | --------------------------------- |  | - | -----
|                              |   |                                   |  |   |      
|                              |   | 2005                              |  |   | 2004 
|Bank Charges                  | $ | 64                                |  | $ | 104  
|Filing Fees                   |   | 1,672                             |  |   | 1,474
|Mineral Property Expenditures |   | 1,798                             |  |   | Nil  
|Office Expenses               |   | 3,860                             |  |   | 126  
|Professional Fees             |   | 18,738                            |  |   | 6,626
|Transfer Agent Fees           |   | 282                               |  |   | Nil  
|Total Operating Expenses      | $ | 26,414                            |  |   | 8,330

The majority of our expenses for the three months ended April
  30, 2005 were professional fees incurred in connection with our proposed acquisition
  of Clyvia Technology and with meeting our ongoing reporting obligations under
  applicable securities laws. It is expected that our operating expenses will
  increase significantly if we complete the acquisition of Clyvia Technology or
  if we decide to proceed with Phase Two of the Chu Chua Property exploration
  program.

LIQUIDITY AND FINANCIAL CONDITION

|Working Capital           |   |                   |   |   |                     |   |                       |   
|------------------------- | - | ----------------- | - | - | ------------------- | - | --------------------- | --
|                          |   |                   |   |   |                     |   | Percentage            |   
|                          |   | At April 30, 2005 |   |   | At January 31, 2005 |   | Increase / (Decrease) |   
|Current Assets            | $ | 16,237            |   | $ | 31,586              |   | (48.6                 | )%
|Current Liabilities       |   | (16,874           | ) |   | (8,883              | ) | 90.0                  | % 
|Working Capital (Deficit) | $ | (637              | ) | $ | 22,703              |   | (102.8                | )%

As at April 30, 2005, we had cash of $16,237 and a working
  capital deficit of $637. The decrease in our working capital is largely
  due to our increase in expenses arising as a result of the acquisition of Clyvia
  Technology and in meeting our ongoing reporting obligations under applicable
  securities laws and due to the fact that we had no offsetting sources of revenue
  or financing during the period. Our current working capital is insufficient
  to support our plan of operation for the next twelve months. If we complete
  the acquisition of Clyvia Technology, we will need approximately $2,400,000
  to proceed with our development plan for the Technology. If we decide to proceed
  with Phase Two of the Chu Chua Property exploration program, we will need approximately
  $85,000 to complete Phase Two of the exploration program. We do not have
  any arrangements in place for the sale of any of our securities and there is
  no assurance that we will be able to raise the additional capital that we require
  to continue our plan for either the Clyvia Business or the mineral exploration
  program. In the event that we are unable to raise additional financing on acceptable
  terms, we intend to reduce our technology development or exploration efforts
  and may implement additional actions to reduce expenditures.

7

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|Cash Flows                                     |   |                             |   |   |         |  
|---------------------------------------------- | - | --------------------------- | - | - | ------- | -
|                                               |   | Three Months Ended April 30 |  
|                                               |   | 2005                        |   |   | 2004    |  
|Cash Flows from (used in) Operating Activities | $ | (15,349                     | ) | $ | (11,477 | )
|Cash Flows from (used in) Investing Activities |   | Nil                         |   |   | Nil     |  
|Cash Flows from (used in) Financing Activities |   | Nil                         |   |   | Nil     |  
|Net Increase (decrease) in Cash During Period  | $ | (15,349                     | ) | $ | (11,477 | )

Financing Requirements

We anticipate that we will continue to incur losses for the
  foreseeable future, as we expect to incur substantial product development, marketing
  and/or operating expenses in implementing our plan of operation. Our future
  financial results are uncertain due to a number of factors, many of which are
  outside of our control. These factors include, but are not limited to:

|(a) | our ability to complete the acquisition of Clyvia Technology;                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | our ability to develop commercially marketable products based on the
      Technology;                                         
|   
|(c) | our ability to raise additional capital necessary to implement our business
      strategy and plan of operation;              
|   
|(d) | our ability to compete with other existing technologies;                                                                       
|   
|(e) | the success of any marketing and promotional campaign which we conduct
      for our products once development is complete; and
|   
|(f) | our ability to discover commercially exploitable mineral deposits on
      the Chu Chua Property.                              

The financial statements accompanying this Quarterly Report
  contemplate our continuation as a going concern. However, we have sustained
  substantial losses, have a limited operating history and are still in the development
  stage of our business. We intend to arrange for the sale of additional shares
  of our common stock to obtain additional operating capital for at least the
  next twelve months, however there is no assurance that we will be able to raise
  the necessary capital to continue our operations.

If we are successful in completing an equity financing, existing
  shareholders will experience dilution of their interest in our company. In the
  event we are not successful in raising additional financing, we anticipate that
  we will not be able to proceed with our business plan. In such a case, we may
  decide to discontinue our current business plan and seek other business opportunities.
  In the event no other such opportunities are available, we may be forced to
  discontinue business. We do not have any specific alternative business opportunities
  in mind and have not planned for any such contingency.

8

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OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that
  have or are reasonably likely to have a current or future effect on our financial
  condition, changes in financial condition, revenues or expenses, results of
  operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
  United States generally accepted accounting principles requires our management
  to make estimates and assumptions that affect the reported amount 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.
  Our management routinely makes judgments and estimates about the effects of
  matters that are inherently uncertain.

Our significant accounting policies are disclosed in Note
  3 to the unaudited financial statements included in this Quarterly Report.

RISK FACTORS

Any investment in our common stock involves a high degree of risk. Investors
  should carefully consider the risks described below as well as the information
  contained in our reports and other documents filed from time to time with the
  SEC before investing in our common stock. If any of the following risks occur,
  our business, operating results and financial condition could be seriously harmed.

If we do not obtain additional financing, our business will fail.

Our current operating funds are less than the amount necessary
  to complete the exploration of our mineral claims and/or development of the
  Technology. Therefore, we will need to obtain additional financing in order
  to complete our business plan. As of April 30, 2005, we had cash on hand of
  $16,237. Our plan of operation calls for significant expenses in connection
  with the exploration of the Chu Chua property, or if we are successful in completing
  the acquisition of Clyvia Technology, of which there is no assurance, the development
  of the Technology.

We must make exploration expenditures on the Chu Chua property
  of at least $100,000 by October 31, 2005 in order to keep our option to
  acquire the property in good standing. If we cannot raise funds for the exploration
  expenditures, we must either renegotiate our agreement with the property vendor
  or lose any interest in the Chu Chua property.

Because we have only recently commenced business operations, we face a high risk of business failure.

We have only begun the initial stages of exploration of our
  mineral claims and we have not completed the acquisition of Clyvia Technology,
  and thus are unable to evaluate the likelihood that we will be able to operate
  our business successfully. We were incorporated on December 11, 2003, and to
  date have been involved primarily in organizational activities and the acquisition
  of the mineral claims. We have not earned any revenues and we never achieved
  profitability as of

9

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the date of this prospectus. Potential investors should be
  aware of the difficulties normally encountered by new mineral exploration companies
  and new technology development companies and the high rate of failure of such
  enterprises. The likelihood of success must be considered in light of the problems,
  expenses, difficulties, complications and delays encountered in connection with
  the exploration of the mineral properties that we plan to undertake. These potential
  problems include, but are not limited to, unanticipated problems relating to
  exploration and additional costs and expenses that may exceed current estimates.
  We have no history upon which to base any assumption as to the likelihood that
  our business will prove successful, and we can provide no assurance to investors
  that we will generate any operating revenues or ever achieve profitable operations.
  If we are unsuccessful in addressing these risks, our business will likely fail.

We are required by our mineral property option agreement
  to incur $10,000 of expenditures for exploration work by October 31, 2005
  and our venture will fail if we cannot raise these funds or extend the agreement.

Our mineral property agreement with Rockcutter requires us
  to incur $100,000 of expenditures by October 31, 2005. Through January 31,
  2005, we have incurred a total of $11,265 on exploration expenditures on
  the Chu Chua Property and will be required to spend an additional $88,735
  by October 31, 2005 in order to exercise our option rights. If we fail to make
  these expenditures, we may lose our mineral property option agreement with Rockcutter
  and investors could lose their entire investment.

If we complete a financing through the sale of additional
  shares of our common stock, then shareholders will experience dilution.

The most likely source of future financing presently available
  to us is through the sale of shares of our common stock. Any sale of shares
  will result in dilution to existing shareholders, which may result in a decrease
  in the price our common stock.

|ITEM 3. | CONTROLS AND PROCEDURES.
|------- | ------------------------

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our management
  carried out an evaluation, under the supervision and with the participation
  of our principal executive officer and principal financial officer, of the effectiveness
  of the design and operation of our disclosure controls and procedures (as defined
  in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation,
  our principal executive officer and principal financial officer has concluded
  that our disclosure controls and procedures are, as of the date covered by this
  Quarterly Report, effective to ensure that the information required to be disclosed
  by us in the reports that we file or submit under the Exchange Act is recorded,
  processed, summarized and reported within the time periods specified in the
  SEC rules and forms.

Changes In Internal Controls Over Financial Reporting

In connection with the evaluation of our internal controls
  during our last fiscal quarter, our principal executive officer and principal
  financial officer has determined that there have been no changes to our internal
  controls over financial reporting that has materially affected, or is reasonably
  likely to materially effect, our internal controls over financial reporting.

10

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PART II - OTHER INFORMATION

|ITEM  1. | LEGAL PROCEEDINGS.                                                
|-------- | ------------------------------------------------------------------
|None.    |                                                                   
|        
|ITEM  2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE
      OF PROCEEDS.
|None.    |                                                                   
|        
|ITEM  3. | DEFAULTS UPON SENIOR SECURITIES.                                  
|None.    |                                                                   
|        
|ITEM  4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.              
|None.    |                                                                   
|        
|ITEM  5. | OTHER INFORMATION.                                                

|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K.
|------- | ---------------------------------

|Exhibit |  |                                                                                                                                                                                          
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                                                   
|3.1     |  | Articles of Incorporation.(1)                                                                                                                                                            
|3.2     |  | Certificate of Change.(5)                                                                                                                                                                
|3.2     |  | By-Laws.(1)                                                                                                                                                                              
|10.1    |  | Mineral Property Option Agreement.(1)                                                                                                                                                    
|10.2    |  | Amendment Agreement to Mineral Property Option Agreement.(4)                                                                                                                             
|10.3    |  | Escrow Agreement.(2)                                                                                                                                                                     
|10.4    |  | Amended Escrow Agreement.(3)                                                                                                                                                             
|10.5    |  | Share Purchase Agreement between Clyvia Capital Holding GmbH,
      Rapa Mining  Inc., Clyvia Technology GmbH and Brian Cheston, dated
      for reference the 7thday  of April, 2005.(7)
|14.1    |  | Code of Ethics. (6)                                                                                                                                                                      
|31.1    |  | Certification of Chief Executive
      Officer and Chief Financial Officer as adopted  pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.                                  




---

|Exhibit |  |                                                                                                                                                       
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                
|32.1    |  | Certification of Chief Executive Officer and
      Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.
|        |  |                                                                                                                                                       

|     |                                                                                                                                          | 
|---- | ---------------------------------------------------------------------------------------------------------------------------------------- | 
|(1 ) | Filed with the
      SEC as an exhibit to our Registration Statement on Form SB-2 originally
      filed on March 16, 2004.             
|(2 ) | Filed with the
      SEC as an exhibit to Amendment No. 3 to our Registration Statement on Form
      SB- 2/A filed on Jul y 19, 2004.  
|(3 ) | Filed with the
      SEC as an exhibit to Amendment No. 4 to our Registration Statement on Form
      SB- 2/A filed on Augus t 10, 2004.
|(4 ) | Filed with the
      SEC as an exhibit to our Current Report on Form 8-K filed on September 30,
      2004.                             
|(5 ) | Filed with the
      SEC as an exhibit to our Current Report on Form 8-K filed on February 18,
      2005.                              
|(6 ) | Filed with the
      SEC as an exhibit to our Annual Report on Form 10-KSB filed on May 2, 2005.                                        
|(7 ) | Filed with the
      SEC as an exhibit to our Current Report on Form 8-K filed on April 18, 2005.                                       

REPORTS ON FORM 8-K

We have filed the following reports on Form 8-K since the end of our fiscal
  year ended January 31, 2005:

|Date of Form 8-K  | Date of Filing with the SEC | Description of the Form 8-K                                                                                                             
|----------------- | --------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------
|                 
|February 18, 2005 | February 18, 2005           | Disclosing seven-for-one stock split.                                                                                                   
|                 
|April 14, 2005    | April 18, 2005              | Disclosing entry into share purchase  agreement
      with Clyvia Capital Holding GmbH,  Clyvia Technology GmbH and Brian
      Cheston.

12

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

|                     |     | RAPA MINING INC.                                
|-------------------- | --- | ------------------------------------------------
|                    
|                    
|                     | By: | /s/ Brian R. Cheston                            
|Date:  June 15, 2005 |     | BRIAN R. CHESTON                                
|                     |     | President, Secretary, Treasurer, Chief Executive
|                     |     | Officer and Chief Financial Officer             
|                     |     | Director                                        
|                     |     | (Principal Executive Officer                    
|                     |     | and Principal Accounting Officer)               

13

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