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

FORM 10-QSB

x  Quarterly
  Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the quarterly period ended July 31, 2005

 ̈  Transition
  Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the transition period from _____to _____

COMMISSION FILE NUMBER 000-50932

INGENIUM CAPITAL
CORP.(Name of small business issuer in its charter)

|NEVADA                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other
      jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|2360
      Palmerston Avenue, West Vancouver, BC                     | V7V 2W1                             
|(Address of
      principal executive offices)                       | (Zip
      Code)                    
|                                                                     |                                     
|                                                                     |                                     
|604-763-4880                                                         |                                     
|Issuer's
      telephone number                                      |                                     

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. 7,402,000
shares of Common Stock as of September 14, 2005

Transitional Small Business Disclosure Format (check one): Yes
   ̈  Nox

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the 
  Exchange Act). Yes x 
  No  ̈

1

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PART I

ITEM
1.                  FINANCIAL
STATEMENTS

The following consolidated interim unaudited financial
statements of Ingenium Capital Corp. (the Company) for the six month period
ended July 31, 2005 are included with this Quarterly Report on Form 10-QSB:

| | (a) | Interim Consolidated Balance
        Sheets as at July 31, 2005 and January 31, 2005;                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                               
| | (b) | Interim Consolidated Statements
        of Operations for three and six months ended July 31, 2005 and 2004 and
        for the period from October 27, 2003 (Date of Incorporation) to July 31,
        2005;
| |     |                                                                                                                                                                                                               
| | (c) | Interim Consolidated Statements
        of Cash Flows for six months ended July 31, 2005 and 2004 and for the
        period from October 27, 2003 (Date of Incorporation) to July 31, 2005;                  
| |     |                                                                                                                                                                                                               
| | (d) | Statement of Stockholders' Equity
        for the period from October 27, 2003 (Date of Incorporation) to July 31,
        2005; and                                                                          
| |     |                                                                                                                                                                                                               
| | (e) | Notes to the Interim Consolidated
        Financial Statements.                                                                                                                                               

2

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INGENIUM CAPITAL CORP.

(A Pre-exploration Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2005

(Stated in US Dollars)

(Unaudited)

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INGENIUM CAPITAL CORP.(A Pre-exploration Stage Company) 
  INTERIM CONSOLIDATED BALANCE SHEETS
  July 31, 2005 and January 31, 2005 
  (Stated in US Dollars) 
  (Unaudited)

|                                                           |   | July 31, |   |   | January 31, |  
|---------------------------------------------------------- | - | -------- | - | - | ----------- | -
|                                                           |   | 2005     |   |   | 2005        |  
|                                                           |   |          |   |   |             |  
|**ASSETS**                                                 |  
|                                                           |   |          |   |   |             |  
|Current                                                    |   |          |   |   |             |  
|Cash                                                       | $ | 5,157    |   | $ | 22,554      |  
|                                                           |   |          |   |   |             |  
|LIABILITIES                                                |  
|                                                           |   |          |   |   |             |  
|Current                                                    |   |          |   |   |             |  
|Accounts payable and accrued
      liabilities             | $ | 4,557    |   | $ | 6,000       |  
|Due to related party - Note 3                              |   | 3,574    |   |   | 288         |  
|                                                           |   |          |   |   |             |  
|                                                           |   | 8,131    |   |   | 6,288       |  
|                                                           |   |          |   |   |             |  
|STOCKHOLDERS EQUITY                                       |  
|                                                           |   |          |   |   |             |  
|Capital stock                                              |   |          |   |   |             |  
|Authorized:                                                |   |          |   |   |             |  
|100,000,000 common stock,
      $0.001 par value           |   |          |   |   |             |  
|10,000,000
      preferred stock, $0.001 par value         |   |          |   |   |             |  
|Issued and outstanding:                                    |   |          |   |   |             |  
|7,402,000 common shares (January 31, 2005: 7,402,000)      |   | 7,402    |   |   | 7,402       |  
|Contributed surplus                                        |   | 84,798   |   |   | 84,798      |  
|Deficit accumulated during the pre-exploration
      stage |   | (93,858  | ) |   | (74,778     | )
|Accumulated other comprehensive loss                       |   | (1,316   | ) |   | (1,156      | )
|                                                           |   |          |   |   |             |  
|                                                           |   | (2,974   | ) |   | 16,266      |  
|                                                           |   |          |   |   |             |  
|                                                           | $ | 5,157    |   | $ | 22,554      |  

SEE ACCOMPANYING NOTES

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INGENIUM CAPITAL CORP.(A Pre-exploration Stage Company)
  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS 
  for the three and six months ended July 31, 2005 and 2004 and 
  for the period October 27, 2003 (Date of Incorporation) to July 31, 2005
  (Stated in US Dollars) 
  (Unaudited)

|                                              |   |                    |   |   |                  |   |   |                |   |   |           |   |   | October 27, 2003 |  
|--------------------------------------------- | - | ------------------ | - | - | ---------------- | - | - | -------------- | - | - | --------- | - | - | ---------------- | -
|                                              |   |                    |   |   |                  |   |   |                |   |   |           |   |   | (Date of         |  
|                                              |   | Three months ended |   |   | Six months ended |   |   | Incorporation) |  
|                                              |   | July 31,           |   |   | July 31,         |   |   | to July 31,    |  
|                                              |   | 2005               |   |   | 2004             |   |   | 2005           |   |   | 2004      |   |   | 2005             |  
|                                              |   |                    |   |   |                  |   |   |                |   |   |           |   |   |                  |  
|Expenses                                      |   |                    |   |   |                  |   |   |                |   |   |           |   |   |                  |  
|Accounting and audit fees                     | $ | 2,699              |   | $ | 1,928            |   | $ | 4,848          |   | $ | 2,960     |   | $ | 19,348           |  
|Bank charges                                  |   | 49                 |   |   | 40               |   |   | 122            |   |   | 105       |   |   | 338              |  
|Management fees - Note 3                      |   | 1,500              |   |   | 1,500            |   |   | 3,000          |   |   | 1,500     |   |   | 7,500            |  
|Filing fees                                   |   | 755                |   |   | 693              |   |   | 755            |   |   | 1,513     |   |   | 3,207            |  
|Legal fees                                    |   | 2,783              |   |   | 3,787            |   |   | 4,001          |   |   | 11,470    |   |   | 27,853           |  
|Office and miscellaneous                      |   | 710                |   |   | 766              |   |   | 1,757          |   |   | 1,980     |   |   | 10,454           |  
|Mineral property costs                        |   | -                  |   |   | 1,442            |   |   | 4,362          |   |   | 4,079     |   |   | 21,694           |  
|Transfer agent fees                           |   | 115                |   |   | -                |   |   | 235            |   |   | -         |   |   | 3,485            |  
|                                              |   |                    |   |   |                  |   |   |                |   |   |           |   |   |                  |  
|Net loss before other item                    |   | (8,611             | ) |   | (10,156          | ) |   | (19,080        | ) |   | (23,607   | ) |   | (93,879          | )
|                                              |   |                    |   |   |                  |   |   |                |   |   |           |   |   |                  |  
|Other Item                                    |   |                    |   |   |                  |   |   |                |   |   |           |   |   |                  |  
|Interest income                               |   | -                  |   |   | 6                |   |   | -              |   |   | 14        |   |   | 21               |  
|                                              |   |                    |   |   |                  |   |   |                |   |   |           |   |   |                  |  
|Net loss for the period                       |   | (8,611             | ) |   | (10,150          | ) |   | (19,080        | ) |   | (23,593   | ) |   | (93,858          | )
|                                              |   |                    |   |   |                  |   |   |                |   |   |           |   |   |                  |  
|Foreign currency translation adjustment       |   | (170               | ) |   | (285             | ) |   | (160           | ) |   | (970      | ) |   | (1,316           | )
|                                              |   |                    |   |   |                  |   |   |                |   |   |           |   |   |                  |  
|Comprehensive loss for the period             | $ | (8,781             | ) | $ | (10,435          | ) | $ | (19,240        | ) | $ | (24,563   | ) | $ | (95,174          | )
|                                              |   |                    |   |   |                  |   |   |                |   |   |           |   |   |                  |  
|Basic and diluted loss per share              | $ | (0.00              | ) | $ | (0.00            | ) | $ | (0.00          | ) | $ | (0.00     | ) |   |                  |  
|                                              |   |                    |   |   |                  |   |   |                |   |   |           |   |   |                  |  
|Weighted average number of shares outstanding |   | 7,402,000          |   |   | 7,402,000        |   |   | 7,402,000      |   |   | 7,402,000 |   |   |                  |  

SEE ACCOMPANYING NOTES

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INGENIUM CAPITAL CORP.(A Pre-exploration Stage Company)
  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS 
  for the six months ended July 31, 2005 and 2004 
  and for the period October 27, 2003 (Date of Incorporation) to July 31, 2005
  
  (Stated in US Dollars) 
  (Unaudited)

|                                                 |   |                  |   |   |                |   | October 27, 2003 |         
|------------------------------------------------ | - | ---------------- | - | - | -------------- | - | ---------------- | --------
|                                                 |   |                  |   |   |                |   |                  | (Date of
|                                                 |   | Six months ended |   |   | Incorporation) |  
|                                                 |   | July 31,         |   |   | to July 31,    |  
|                                                 |   | 2005             |   |   | 2004           |   |                  | 2005    
|                                                 |   |                  |   |   |                |   |                  |         
|Operating Activities                             |   |                  |   |   |                |   |                  |         
|Net loss for the period                          | $ | (19,080          | ) | $ | (23,593        | ) | $                | (93,858 
|Change in non-cash working
      capital balance |   |                  |   |   |                |   |                  |         
|related to operations                            |   |                  |   |   |                |   |                  |         
|Accounts
      payable and accrued liabilities   |   | (1,443           | ) |   | 1,055          |   |                  | 4,557   
|                                                 |   |                  |   |   |                |   |                  |         
|Cash used in operating activities                |   | (20,523          | ) |   | (22,538        | ) |                  | (89,301 
|                                                 |   |                  |   |   |                |   |                  |         
|Financing Activities                             |   |                  |   |   |                |   |                  |         
|Issuance of common stock                         |   | -                |   |   | -              |   |                  | 92,200  
|Due to related party                             |   | 3,286            |   |   | 1,500          |   |                  | 3,574   
|                                                 |   |                  |   |   |                |   |                  |         
|Cash from financing activities                   |   | 3,286            |   |   | 1,500          |   |                  | 95,774  
|                                                 |   |                  |   |   |                |   |                  |         
|Foreign currency translation effect on cash      |   | (160             | ) |   | (970           | ) |                  | (1,316  
|                                                 |   |                  |   |   |                |   |                  |         
|                                                 |   |                  |   |   |                |   |                  |         
|Increase (decrease) in cash during the period    |   | (17,397          | ) |   | (22,008        | ) |                  | 5,157   
|                                                 |   |                  |   |   |                |   |                  |         
|Cash, beginning of the period                    |   | 22,554           |   |   | 78,792         |   |                  | -       
|                                                 |   |                  |   |   |                |   |                  |         
|Cash, end of the period                          | $ | 5,157            |   | $ | 56,784         |   | $                | 5,157   
|                                                 |   |                  |   |   |                |   |                  |         
|Supplemental disclosure of cash flow information |   |                  |   |   |                |   |                  |         
|Cash paid during the period
      for:           |   |                  |   |   |                |   |                  |         
|Interest                                         | $ | -                |   | $ | -              |   | $                | -       
|                                                 |   |                  |   |   |                |   |                  |         
|Income taxes                                     | $ | -                |   | $ | -              |   | $                | -       

SEE ACCOMPANYING NOTES

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INGENIUM CAPITAL CORP.(A Pre-exploration Stage Company) 
  STATEMENT OF STOCKHOLDERS EQUITY 
  for the period October 27, 2003 (Date of Incorporation) to July 31, 2005 
  (Stated in US Dollars) 
  (Unaudited)

|                                |               |  |   |           |  |   |             |  |   | Deficit       |   |   |               |   |   |         |  
|------------------------------- | ------------- |  | - | --------- |  | - | ----------- |  | - | ------------- | - | - | ------------- | - | - | ------- | -
|                                |               |  |   |           |  |   |             |  |   | Accumulated   |   |   |               |   |   |         |  
|                                |               |  |   |           |  |   |             |  |   | During the    |   |   | Accumulated   |   |   |         |  
|                                |               |  |   |           |  |   | Additional  |  |   | Pre-          |   |   | Other         |   |   |         |  
|                                | Common Shares |  |   | Paid-in   |  |   | exploration |  |   | Comprehensive |   |   |               |  
|                                | Number        |  |   | Par Value |  |   | Capital     |  |   | Stage         |   |   | Income (Loss) |   |   | Total   |  
|                                |               |  |   |           |  |   |             |  |   |               |   |   |               |   |   |         |  
|Capital stock issued for cash:  |               |  |   |           |  |   |             |  |   |               |   |   |               |   |   |         |  
|- at $0.001                     | 5,000,000     |  | $ | 5,000     |  | $ | -           |  | $ | -             |   | $ | -             |   | $ | 5,000   |  
|- at $0.01                      | 1,700,000     |  |   | 1,700     |  |   | 15,300      |  |   | -             |   |   | -             |   |   | 17,000  |  
|- at $0.10                      | 702,000       |  |   | 702       |  |   | 69,498      |  |   | -             |   |   | -             |   |   | 70,200  |  
|Net loss for the period         | -             |  |   | -         |  |   | -           |  |   | (17,045       | ) |   | -             |   |   | (17,045 | )
|Foreign currency translation    |               |  |   |           |  |   |             |  |   |               |   |   |               |   |   |         |  
|adjustment                      | -             |  |   | -         |  |   | -           |  |   | -             |   |   | 277           |   |   | 277     |  
|                                |               |  |   |           |  |   |             |  |   |               |   |   |               |   |   |         |  
|Balance, as at January 31, 2004 | 7,402,000     |  |   | 7,402     |  |   | 84,798      |  |   | (17,045       | ) |   | 277           |   |   | 75,432  |  
|                                |               |  |   |           |  |   |             |  |   |               |   |   |               |   |   |         |  
|Net loss for the year           | -             |  |   | -         |  |   | -           |  |   | (57,733       | ) |   | -             |   |   | (57,733 | )
|Foreign currency translation    |               |  |   |           |  |   |             |  |   |               |   |   |               |   |   |         |  
|adjustment                      | -             |  |   | -         |  |   | -           |  |   | -             |   |   | (1,433        | ) |   | (1,433  | )
|                                |               |  |   |           |  |   |             |  |   |               |   |   |               |   |   |         |  
|Balance, as at January 31, 2005 | 7,402,000     |  |   | 7,402     |  |   | 84,798      |  |   | (74,778       | ) |   | (1,156        | ) |   | 16,266  |  
|                                |               |  |   |           |  |   |             |  |   |               |   |   |               |   |   |         |  
|Net loss for the period         | -             |  |   | -         |  |   | -           |  |   | (19,080       | ) |   | -             |   |   | (19,080 | )
|Foreign currency translation    |               |  |   |           |  |   |             |  |   |               |   |   |               |   |   |         |  
|adjustment                      | -             |  |   | -         |  |   | -           |  |   | -             |   |   | (160          | ) |   | (160    | )
|                                |               |  |   |           |  |   |             |  |   |               |   |   |               |   |   |         |  
|Balance, as at July 31, 2005    | 7,402,000     |  | $ | 7,402     |  | $ | 84,798      |  | $ | (93,858       | ) | $ | (1,316        | ) | $ | (2,974  | )

SEE ACCOMPANYING NOTES

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INGENIUM CAPITAL CORP.(A Pre-exploration Stage Company)
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS 
  July 31, 2005 
  (Stated in US Dollars) 
  (Unaudited)

|Note 1 | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | While the information
        presented in the accompanying interim six-month consolidated financial
        statements is unaudited, it includes all adjustments which are, in the
        opinion of management, necessary to present fairly the financial position,
        results of operations and cash flows for the interim period presented.
        All adjustments are of a normal recurring nature. The accompanying unaudited
        interim consolidated financial statements may not include all disclosures
        required by generally accepted accounting principles in the United States
        of America.                                                                                                                                                                                                                        
|
|
|
|
|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | The results of operations
        for the six-month period ended July 31, 2005, are not necessarily indicative
        of the results to be expected for the year ending January 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | These unaudited
        interim consolidated financial statements should be read in conjunction
        with the January 31, 2005 audited consolidated financial statements of
        the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 2 | Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | The Company is in
        the pre-exploration stage. The Company has acquired a mineral property
        located in the Province of British Columbia, Canada, and has not yet determined
        whether this property contains reserves that are economically recoverable.
        The recoverability of amounts from the property will be dependent upon
        the discovery of economically recoverable reserves, confirmation of the
        Company's interest in the underlying property, the ability of the Company
        to obtain necessary financing to satisfy the expenditure requirements
        under the property agreement and to complete the development of the property
        and upon future profitable production or proceeds for the sale thereof.                                                                           
|
|
|
|
|
|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | These consolidated
        financial statements have been prepared on a going concern basis. As of
        July 31, 2005, the Company has a working capital deficiency of $2,974,
        has not yet attained profitable operations and has accumulated losses
        of $93,858 since inception. Its ability to continue as a going concern
        is dependent upon the ability of the Company to generate profitable operations
        in the future and/or to obtain the necessary financing to meet its obligations
        and repay its liabilities arising from normal business operations when
        they come due. These financial statements do not include any adjustments
        to the amount and classification of assets and liabilities that may be
        necessary should the Company be unable to continue as a going concern.
|
|
|
|
|
|
|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | The Company was incorporated
        in the State of Nevada on October 27, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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Ingenium Capital Corp.
  (A Pre-exploration Stage Company)
  Notes to the Interim Consolidated Financial Statements 
  July 31, 2005 
  (Stated in US Dollars) 
  (Unaudited)  Page 2

|Note 3 | Related Party Transactions                                                           
|------ | -------------------------------------------------------------------------------------
|       |                                                                                      
|       | The Company incurred the following
        charges with the President of the Company:

| |                 |   |                    |  |  |                  |  |   |          |  |   |       |  |   | October 27,    | 
| | --------------- | - | ------------------ |  |  | ---------------- |  | - | -------- |  | - | ----- |  | - | -------------- | 
| |                 |   |                    |  |  |                  |  |   |          |  |   |       |  |   | 2003           | 
| |                 |   |                    |  |  |                  |  |   |          |  |   |       |  |   | (Date of       | 
| |                 |   |                    |  |  |                  |  |   |          |  |   |       |  |   | Incorporation) | 
| |                 |   | Three months ended |  |  | Six months ended |  |   | to       | 
| |                 |   | July 31,           |  |  | July 31,         |  |   | July 31, | 
| |                 |   | 2005               |  |  | 2004             |  |   | 2005     |  |   | 2004  |  |   | 2005           | 
| |                 |   |                    |  |  |                  |  |   |          |  |   |       |  |   |                | 
| | Management fees | $ | 1,500 $            |  |  | 1,500            |  | $ | 3,000    |  | $ | 1,500 |  | $ | 7,500          | 

These charges were measured by the
  exchange amount, which is the amount agreed upon by the transacting parties.

Amounts due to related party, are due
  to a director of the Company for unpaid management fees. These amounts are unsecured,
  non-interest bearing and have no specific terms of repayment.

---

ITEM
2.                  MANAGEMENTS
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

OVERVIEW

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We own a mineral claim that we refer to
as the Glove 2 mineral claim (the Glove Claim). Exploration of this mineral
claim is required before any determination as to its viability can be made. No
commercially viable mineral deposit may exist on our mineral claim. Our plan of
operations is to carry out exploration work on these claims in order to
ascertain whether they possess commercially exploitable quantities of gold. We
will not be able to determine whether or not our mineral claims contain a
commercially exploitable mineral deposit, or reserve, until appropriate
exploratory work is done and an economic evaluation based on that work concludes
economic viability.

We acquired the Glove Claim in December 2003. Title to the mineral
  claim is registered in the name of Ingenium Capital B.C. Ltd., our wholly owned
  British Columbia subsidiary, that we incorporated for the purpose of holding
  title in British Columbia. Further information on the Glove Claim project is
  as detailed in our Annual Report on Form10-KSB for the fiscal year ended January
  31, 2005, filed with the SEC on May 2, 2005.

We have completed three phases of a recommendation five phase
exploration program on the Glove Claim, with the second stage of the third phase
being completed in April 2005. We have received and evaluated the results of
this third phase and determined not to proceed with a fourth additional phase of
the exploration program based on the recommendations of our consulting
geologist.

Notes on New SEC Rules Respecting Shell Companies

The SEC has adopted certain rules and rule amendments relating
  to filings by reporting shell companies effective August 22, 2005. Under Rule
  12b-2 of the Securities Exchange Act of 1934, as amended, shell company
  is generally defined to mean a company with no or nominal operations and either
  no or nominal assets, assets consisting solely of cash and cash equivalents,
  or assets consisting of any amount of cash and cash equivalents and nominal
  other assets. Among other things, the new rules prohibit shell companies from
  using Form S-8 to register securities under the Securities Act of 1933, as amended,
  and will require a shell company that ceases to be a shell company to disclose
  the same type of information that it would be required to provide in registering
  a class of securities under the Exchange Act.

In the Exchange Act Release No. 34-52038, the SEC observed that
the new shell company rules do not address the relative merits of shell
companies, and that the SEC recognizes that companies and their professional
advisors often use shell companies for many legitimate corporate structuring
purposes. In addition, the SEC stated that the new definition and use of the
term shell company is not intended to imply that shell companies are
inherently fraudulent; that the rules are intended to target regulatory problems
that the Commission has identified where shell companies have been used as
vehicles to commit fraud.

PLAN OF OPERATIONS

In August 2004, we completed the second phase of the
exploration program that was recommended as a result of the findings of first
phase of our exploration program. We received a geological report from our
geologist summarizing the results of this exploration. Our consulting geologist
recommended in his report that we proceed to the first stage of the third phase
of the recommended exploration program on the Glove Claim. The third phase of
our exploration program was recommended to consist of a general and detailed
field examination of potential exploration sites, including geological mapping,
localized geophysical surveys and sampling using the knowledge obtained from the
known exploration areas.

We completed the first stage of the third phase of the
exploration program in November 2004 and the second stage of the third phase of
the exploration program in April 2005. We received further geological reports on
the results of each stage. We received the report of Mr. Sookochoff dated April
15, 2005 on

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the results of the second stage of phase three of our
recommended exploration program. We have only recently received these results
and are presently evaluating whether our planned exploration program should be
re-evaluated. The results of this third phase were not sufficiently positive for
Mr. Sookochoff to recommend that we proceed with the fourth phase of the
exploration program. Rather, Mr. Sookochoff recommended that the overall
exploration program be reassessed with a view to evaluating a mineralized zone
identified west of Glover Creek. Based on this geological report, we have
determined not to proceed with the fourth phase of exploration at present.

We have determined to investigate the acquisition of an
interest in a new mineral claim. We have not identified any prospective mineral
claim to date and there is no assurance we will do so. If we are successful in
identifying any new mineral property, then we anticipate that we will have to
raise additional financing to both acquire an interest in the mineral property
and to conduct exploration of the mineral property. There is no assurance that
we will be able to obtain the financing necessary to acquire an interest in a
mineral property of merit or to finance any exploration on the mineral
property.

We anticipate that we will incur over the next twelve months
the following expenses:

Category
    Planned Expenditures Over The Next
      12 Months (US$)Professional Fees
    $10,000Office Expenses
    $10,000Targeting and
      evaluation of new exploration
    $10,000propertiesManagement and
      Administrative Expenses
    $6,000TOTAL
    $36,000


We had cash in the amount of $5,157 as of July 31, 2005. Our
total expenditures over the next twelve months are anticipated to be
approximately $36,000. Of this amount, we anticipate that management fees
payable to Mr. William Asselstine, in the anticipated amount of $6,000, will be
accrued. We do not have plans to purchase any significant equipment or change
the number of our employees during the next twelve months. As a result of our
cash and working capital position, we will need to obtain additional financing
in order to continue our operations for the next twelve months. Accordingly, we
will require further funding to proceed with targeting and evaluation of
prospective new mineral properties. We anticipate that such funding will be in
the form of equity financing from the sale of our common stock. However, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock to identify and acquire an
interest in a new mineral property or to carry out any exploration on a new
mineral property. We believe that debt financing will not be an alternative for
funding our operations. The risky nature of this enterprise and lack of tangible
assets places debt financing beyond the credit-worthiness required by most banks
or typical investors of corporate debt until such time as an economically viable
mine can be demonstrated. We do not have any arrangements in place for any
future equity financing.

Results Of Operations For the Periods Ending July 31, 2005
and 2004

We have not earned any revenue since inception. We do not
anticipate earning revenues until such time as we enter into commercial
production of our mineral properties, of which there is no assurance. We are
presently in the exploration stage of our business and we can provide no
assurance that we will discover commercially exploitable levels of mineral
resources on our properties, or if such deposits are discovered, that we will
enter into further substantial exploration programs.

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Our operating expenses for the three month and six month
periods ended July 31, 2005 and 2004 and for the period from October 27, 2003
(incorporation) to July 31, 2005 included the following expenses:

Operating Expenses
    Six Months endedJuly 31,
    Three Months endedJuly 31
    Period fromOctober 27,2003(Incorporation)to July 31, 20052005
    2004
    2005
    2004Accounting and Audit Fees
    4,848
    2,960
    2,699
    1,928
    19,348Bank
      Charges
    122
    105
    49
    40
    338Management Fees(1)
    3,000
    1,500
    1,500
    1,500
    7,500Filing Fees
    755
    1,513
    755
    693
    3,207Legal
      Fees
    4,001
    11,470
    2,783
    3,787
    27,853Office and Miscellaneous
    1,757
    1,980
    710
    766
    10,454Mineral Property Costs
    4,362
    4,079
    -
    1,442
    21,694Transfer Agent Fees
    235
    -
    115
    -
    3,485Net Loss before Other Item
    (19,080)
    (23,607)
    (8,611)
    (10,156)
    (93,879)Other
      Item: Interest Income
    -
    14
    -
    6
    21Net Loss for the Period
    (19,080)
    (23,593)
    (8,611)
    (10,150)
    (93,858)Foreign Currency Translation Adjustment
    (160)
    (970)
    (170)
    (285)
    (1,316)**Comprehensive Loss for the** **Period**
    (19,240)
    (24,563)
    (8,781)
    (10,435)
    (95,174)Basic
      and Diluted Loss Per Share
    (0.00
    (0.00)
    (0.00)
    (0.00)


|(1) | Related Party Transaction - We executed a Management
        and Administration Services Agreement dated May 31, 2004 with Mr.
        William Asselstine, our president, whereby we incur $500 per month for
        this service. During the six months ended July 31, 2005, we had incurred
        consulting fees of $3,000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mineral property costs were incurred in connection with our
undertaking the initial phases of our exploration program on the Glove 2 mineral
claim. Legal expenses were incurred in connection with our corporate
organization and our filing a registration statement with the SEC and our
ongoing continuous disclosure filing obligations with the SEC as a reporting
issuer under the Exchange Act.

We anticipate our operating expenses will increase as we
undertake our plan of operations, if we are able to acquire an interest in a new
property. The increase will be attributable to our continuing geological
exploration program and continued professional fees that we anticipate incurring
as a reporting company under the Exchange Act.

Liquidity and Capital Resources

We had cash of $5,157 as of July 31, 2005, compared to cash of
$22,554 as of January 31, 2005. We had working capital deficiency of $2,974 as
of July 31, 2005, compared to working capital of $16,266 as of January 31,
2005.

5

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Our total expenditures over the next twelve months are
anticipated to be approximately $36,000. We anticipate that we will continue to
defer payment of management fees to Mr. William Asselstine, our president, in
the amount of $6,000 over the next twelve months. Accordingly, we will require
further funding to proceed with acquisition of any interest in a new property or
an exploration of a new mineral property. Our requirements for additional
financing are discussed in further detail above under the heading Plan of
Operations.

Going Concern

We have not attained profitable operations and are dependent
upon obtaining financing to pursue any extensive exploration activities. For
these reasons our auditors stated in their report on our audited financial
statements that they have substantial doubt we will be able to continue as a
going concern.

Future Financings

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders. There is
no assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing for to fund our planned
exploration activities.

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 that is
material to stockholders.

ITEM
3.                  CONTROLS
AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we carried
out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures as of July 31, 2005, being the date of our
most recently completed fiscal quarter. This evaluation was carried out under
the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer, Mr. William Asselstine. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting management
to material information relating to us required to be included in our periodic
SEC filings. There have been no significant changes in our internal controls or
in other factors that could significantly affect internal controls subsequent to
the date we carried out our evaluation.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and our Chief
Financial Officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended July
31, 2005 there were no changes in our internal control over financial reporting
that have materially affected, or are reasonably likely to affect, our internal
control over financial reporting.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, the registrants
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrants board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

6

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|(a) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Provide reasonable assurance that transactions are
        recorded as necessary to permit preparation of financial statements in
        accordance with generally accepted accounting principles, and that receipts
        and expenditures of the registrant are being made only in accordance with
        authorizations of management and directors of the registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | Provide reasonable assurance regarding prevention
        or timely detection of unauthorized acquisition, use or disposition of
        the registrants assets that could have a material effect on the
        financial statements.                                                                                                                                          

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PART II

**Item
1.                  Legal
Proceedings**

We are not party to any legal proceedings.

**Item
2.                  Changes
in Securities**

We did not issue any securities without registration pursuant
  to the Securities Act of 1933 during the six months ended July 31, 2005.

Item
3.                  Defaults
Upon Senior Securities

None

Item
4.                  Submission
of Matters to a Vote of Securities Holders

No matters were submitted to our security holders for a vote
during the second quarter of our fiscal year ending July 31, 2005.

**Item
5.                  Other
Information**

None

Item
6.                  Exhibits

Exhibit Number
      Description of Exhibit3.1
      Articles of Incorporation (1)3.2
      Bylaws, as amended (1)10.1
      Bill of Sale Absolute executed by John Kemp
          in favour of Ingenium Capital BC Ltd. and filed with the British Columbia
          Ministry of Employment and Investment  Energy and Minerals DivisionMinerals
          Title Branch on December 22, 2003 (2)10.2
      Management and Services Agreement between Ingenium
          Capital Corp. and William Asselstine dated May 1, 2004 (2)21.1
      List
          of Subsidiaries (2)31.1
      Certification of
          Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002 (3)32.1
      Certification of
          Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002 (3)


|    |                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Previously filed with the SEC as an exhibit to the
        Companys registration statement on Form SB-2 filed with the Commission
        on April 21, 2004.
|(2) | Previously filed with the SEC as an exhibit to the
        Companys Amendment No. 1 to registration statement on Form SB-2
        on June 24, 2004.        
|(3) | Filed as an Exhibit to this Quarterly Report on Form
        10-QSB.                                                                                         
|    |                                                                                                                                                              

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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.

INGENIUM CAPITAL CORP.



|By: |                                                               | 
|--- | ------------------------------------------------------------- | 
|    | /S/ William Asselstine                                        | 
|    | William Asselstine, President, Chief Executive
      Officer, | 
|    | Chief Financial Officer and Director                          | 
|    |                                                               | 
|    | Date: September 14, 2005                                      | 

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