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**UNITED STATESSECURITIES 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 October 31, 2004

 ̈  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 December 10, 2004

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

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 nine month period
  ended October 31, 2004 are included with this Quarterly Report on Form 10-QSB:

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

2

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INGENIUM CAPITAL CORP.

(A Pre-exploration Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2004

(Unaudited)

(Stated in US Dollars)



F-1

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INGENIUM CAPITAL CORP.
  (A Pre-exploration Stage Company) 
  INTERIM CONSOLIDATED BALANCE SHEET 
  October 31, 2004 and January 31, 2004 
  (Unaudited)
  (Stated in US Dollars)

|                                                      |   | October 31, |   |   | January 31, |  
|----------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                      |   | 2004        |   |   | 2004        |  
|ASSETS                                                |  
|                                                      |   |             |   |   |             |  
|Current                                               |   |             |   |   |             |  
|Cash                                                  | $ | 37,835      |   | $ | 78,792      |  
|                                                      |   |             |   |   |             |  
|LIABILITIES                                           |  
|Current                                               |   |             |   |   |             |  
|Accounts payable and
      accrued liabilities        | $ | 6,075       |   | $ | 3,360       |  
|Due to related party
      - Note 3                   |   | 500         |   |   | -           |  
|                                                      |   |             |   |   |             |  
|                                                      |   | 6,575       |   |   | 3,360       |  
|                                                      |   |             |   |   |             |  
|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, 2004: 7,402,000) |   | 7,402       |   |   | 7,402       |  
|Additional Paid-in Capital                            |   | 84,798      |   |   | 84,798      |  
|Deficit accumulated during the pre-exploration stage  |   | (60,165     | ) |   | (17,045     | )
|Accumulated other comprehensive income (loss)         |   | (775        | ) |   | 277         |  
|                                                      |   |             |   |   |             |  
|                                                      |   | 31,260      |   |   | 75,432      |  
|                                                      |   |             |   |   |             |  
|                                                      | $ | 37,835      |   | $ | 78,792      |  

SEE ACCOMPANYING NOTES

F-2

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

|                                  |   |              |   |   | October 27, 2003 |   |   |             |   |   | October 27, 2003 |  
|--------------------------------- | - | ------------ | - | - | ---------------- | - | - | ----------- | - | - | ---------------- | -
|                                  |   | Three months |   |   | (Date of Incor-  |   |   | Nine months |   |   | (Date of Incor-  |  
|                                  |   | ended        |   |   | poration) to     |   |   | ended       |   |   | poration) to     |  
|                                  |   | October 31,  |   |   | October 31,      |   |   | October 31, |   |   | October 31,      |  
|                                  |   | 2004         |   |   | 2003             |   |   | 2004        |   |   | 2004             |  
|Expenses                          |   |              |   |   |                  |   |   |             |   |   |                  |  
|Accounting and audit fees         | $ | 2,068        |   | $ | -                |   | $ | 5,028       |   | $ | 8,978            |  
|Bank charges                      |   | 43           |   |   | -                |   |   | 148         |   |   | 193              |  
|Management - Note 3               |   | 1,500        |   |   | -                |   |   | 3,000       |   |   | 3,000            |  
|Filing                            |   | 544          |   |   | -                |   |   | 2,057       |   |   | 2,057            |  
|Legal fees                        |   | 5,698        |   |   | 1,532            |   |   | 17,168      |   |   | 21,009           |  
|Office and miscellaneous          |   | 4,386        |   |   | -                |   |   | 6,366       |   |   | 8,028            |  
|Mineral property costs            |   | 2,870        |   |   | -                |   |   | 6,949       |   |   | 14,496           |  
|Transfer agent                    |   | 2,423        |   |   | -                |   |   | 2,423       |   |   | 2,423            |  
|                                  |   |              |   |   |                  |   |   |             |   |   |                  |  
|Net loss before other item        |   | (19,532      | ) |   | (1,532           | ) |   | (43,139     | ) |   | (60,184          | )
|                                  |   |              |   |   |                  |   |   |             |   |   |                  |  
|Other Item                        |   |              |   |   |                  |   |   |             |   |   |                  |  
|Interest income                   |   | 5            |   |   | -                |   |   | 19          |   |   | 19               |  
|                                  |   |              |   |   |                  |   |   |             |   |   |                  |  
|Net loss for the period           |   | (19,527      | ) |   | (1,532           | ) |   | (43,120     | ) |   | (60,165          | )
|                                  |   |              |   |   |                  |   |   |             |   |   |                  |  
|Other Comprehensive loss          |   |              |   |   |                  |   |   |             |   |   |                  |  
|Foreign currency translation      |   |              |   |   |                  |   |   |             |   |   |                  |  
|adjustment                        |   | (82          | ) |   | -                |   |   | (1,052      | ) |   | (775             | )
|                                  |   |              |   |   |                  |   |   |             |   |   |                  |  
|Comprehensive loss for the period | $ | (19,609      | ) | $ | (1,532           | ) | $ | (44,172     | ) | $ | (60,940          | )
|                                  |   |              |   |   |                  |   |   |             |   |   |                  |  
|Basic and diluted loss per share  | $ | (0.00        | ) | $ | (0.00            | ) | $ | (0.01       | ) |   |                  |  
|                                  |   |              |   |   |                  |   |   |             |   |   |                  |  
|Weighted average number of shares |   |              |   |   |                  |   |   |             |   |   |                  |  
|outstanding                       |   | 7,402,000    |   |   | -                |   |   | 7,402,000   |   |   |                  |  

SEE ACCOMPANYING NOTES

F-3

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

|                                                 |   |             |   |   | October 27, 2003 |   |   | October 27, 2003 |  
|------------------------------------------------ | - | ----------- | - | - | ---------------- | - | - | ---------------- | -
|                                                 |   | Nine months |   |   | (Date of Incor-  |   |   | (Date of Incor-  |  
|                                                 |   | ended       |   |   | poration) to     |   |   | poration) to     |  
|                                                 |   | October 31, |   |   | October 31,      |   |   | October 31,      |  
|                                                 |   | 2004        |   |   | 2003             |   |   | 2004             |  
|Operating Activities                             |   |             |   |   |                  |   |   |                  |  
|Comprehensive loss for the period                | $ | (44,172     | ) | $ | (1,532           | ) | $ | (60,940          | )
|Change in non-cash working capital
      balance |   |             |   |   |                  |   |   |                  |  
|related to operations                            |   |             |   |   |                  |   |   |                  |  
|Accounts
      payable and accrued liabilities   |   | 2,715       |   |   | 1,532            |   |   | 6,075            |  
|                                                 |   |             |   |   |                  |   |   |                  |  
|Cash used in operating activities                |   | (41,457     | ) |   | -                |   |   | (54,865          | )
|                                                 |   |             |   |   |                  |   |   |                  |  
|Financing Activities                             |   |             |   |   |                  |   |   |                  |  
|Capital stock subscriptions                      |   | -           |   |   | -                |   |   | 92,200           |  
|Due to related party                             |   | 500         |   |   | -                |   |   | 500              |  
|                                                 |   |             |   |   |                  |   |   |                  |  
|Cash from financing activities                   |   | 500         |   |   | -                |   |   | 92,700           |  
|                                                 |   |             |   |   |                  |   |   |                  |  
|Increase (decrease) in cash during the period    |   | (40,957     | ) |   | -                |   |   | 37,835           |  
|                                                 |   |             |   |   |                  |   |   |                  |  
|Cash, beginning of the period                    |   | 78,792      |   |   | -                |   |   | -                |  
|                                                 |   |             |   |   |                  |   |   |                  |  
|Cash, end of the period                          | $ | 37,835      |   | $ | -                |   | $ | 37,835           |  
|                                                 |   |             |   |   |                  |   |   |                  |  
|Supplemental disclosure of cash flow information |   |             |   |   |                  |   |   |                  |  
|Cash paid during the period for:                 |   |             |   |   |                  |   |   |                  |  
|Interest                                         | $ | -           |   | $ | -                |   | $ | -                |  
|                                                 |   |             |   |   |                  |   |   |                  |  
|Income
      taxes                               | $ | -           |   | $ | -                |   | $ | -                |  

SEE ACCOMPANYING NOTES

F-4

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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 October 31, 2004
  (Unaudited)
  (Stated in US Dollars)

|                                |               |  |   |           |  |   |            |  |   | Deficit       |   |   |               |   |   |          |  
|------------------------------- | ------------- |  | - | --------- |  | - | ---------- |  | - | ------------- | - | - | ------------- | - | - | -------- | -
|                                |               |  |   |           |  |   |            |  |   | Accumulated   |   |   |               |   |   |          |  
|                                |               |  |   |           |  |   |            |  |   | During the    |   |   | Accumulated   |   |   |          |  
|                                |               |  |   |           |  |   | Additional |  |   | Pre-          |   |   | Other         |   |   |          |  
|                                | Common Shares |  |   | Paid-in   |  |   | Shares     |  |   | 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 period         | -             |  |   | -         |  |   | -          |  |   | (43,120       | ) |   | -             |   |   | ( 43,120 | )
|Foreign currency translation    |               |  |   |           |  |   |            |  |   |               |   |   |               |   |   |          |  
|adjustment                      | -             |  |   | -         |  |   | -          |  |   | -             |   |   | (1,052        | ) |   | ( 1,052  | )
|                                |               |  |   |           |  |   |            |  |   |               |   |   |               |   |   |          |  
|Balance, as at October 31, 2004 | 7,402,000     |  | $ | 7,402     |  | $ | 84,798     |  | $ | (60,165       | ) | $ | (775          | ) | $ | 31,260   |  

SEE ACCOMPANYING NOTES

F-5

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INGENIUM CAPITAL CORP.
  (A Pre-exploration Stage Company) 
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS 
  October 31, 2004 
  Unaudited 
  (Stated in US Dollars)

|Note 1 | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | While the information presented
        in the accompanying interim nine-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 nine-month period ended October 31,
          2004, are not necessarily indicative of the results to be expected for
          the year ending January 31, 2005.
        These unaudited interim consolidated financial statements should be
          read in conjunction with the January 31, 2004 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 financial statements
        have been prepared on a going concern basis. The Company has yet to achieve
        profitable operations and has accumulated losses of $60,940 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.                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company was incorporated
        in the State of Nevada on October 27, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company has filed a
        Form SB–2 Registration Statement prospectus with the United States
        Securities and Exchange Commission to qualify for the sale by existing
        shareholders of 2,402,000 common shares at an offering price of $0.10
        per share. The Company will not receive any proceeds from this offering
        as these shares have already been issued.                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Note 3 | Related party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company has executed
        a "Management and Administrative Services Agreement", dated May 1, 2004,
        with the president of the Company, whereby the Company incurs $500
        per month for this service. As at October 31, 2004 the Company paid or
        accrued management fees of $3,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-6

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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 this claim
  in order to ascertain whether it possesses commercially exploitable deposits
  of gold. We can provide no assurance to investors that our mineral claim contains
  a mineral deposit until appropriate exploratory work is done and an evaluation
  based on that work concludes further work programs are justified. 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. We completed the first phase of an exploration program
  on the Glove Claim in January 2004. This initial phase of exploration included
  compilation of previous exploration data, analysis of the data and preparation
  of a compilation map and geological report. We received a copy of this geological
  report dated January 24, 2004. We completed the first stage of the second phase
  of the exploration program recommended by the geological report in February
  2004 and the second stage of phase two in August 2004. We have completed the
  first stage of the third phase of the exploration program in November 2004 and
  we received a further geological report on the results of this stage which recommended
  completion of the second stage of the third phase of the recommended exploration
  program.

PLAN OF OPERATIONS

Our business plan is to proceed with the exploration of the
  Glove Claim to determine whether there are commercially exploitable reserves
  of gold. In August 2004, we completed the second stage of the second phase of
  the exploration program that was recommended as a result of the findings of
  first phase and the first stage of second stage 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 on the
  second stage of phase two 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 is 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.

Based on our review of the geological report of our consulting
  geologist, we determined to proceed to the third phase of the recommended exploration
  program. This third phase of the exploration is anticipated to cost $7,500.
  We completed the first stage of phase three in November 2004. We have obtained
  a geological report from our consulting geologist on this first stage of phase
  three based on completion of the first phase of stage three. The geological
  report recommends proceeding with the second stage of phase three of our exploration
  program. We plan to complete the second stage of phase three of our exploration
  program as recommended by the geological report.

For each subsequent phase of exploration program that we undertake,
  we will make an assessment as to whether the results from the phase of exploration
  warrant additional exploration. Each assessment will include an assessment of
  our cash reserves after the completion of the prior phase, the price of minerals
  and the market for financing of mineral exploration projects at the time of
  our assessment. Problems such as unusual or unexpected formations and other
  conditions are involved in mineral exploration and often result in unsuccessful
  exploration efforts. If the results of exploration do not reveal viable commercial
  mineralization, we may decide to abandon our claim and acquire new claims for
  new exploration. The acquisition of additional claims will be dependent upon
  our possessing sufficient capital resources at the time in order to purchase
  such claims. If no funding is available, we may be forced to abandon our operations.

3

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To October 31, 2004, we have expended a total of $14,496
  on completing the first phase and the second phase of our exploration program.
  The third phase of the exploration is anticipated to cost $7,500 and the
  fourth phase of our exploration program is anticipated to cost $11,250.
  We have sufficient cash on hand to complete the third and fourth stages of our
  exploration program without additional financing.

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                                                                             | $10,000                                           
|Office Expenses                                                                               | $10,000                                           
|Mineral Exploration Expenses (Stage Two of Phase Three: $3,750
      and Phase Four: $11,250) | $15,000                                           
|Management and Administrative Expenses                                                        | $6,000                                            
|TOTAL                                                                                         | $41,000                                           

We had cash in the amount of $37,835 as of October 31,
  2004. Our total expenditures over the next twelve months are anticipated to
  be approximately $41,000. 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. After the
  twelve month period, and in the event we decide to proceed with the fifth phase
  of our exploration program, we will need to obtain additional financing for
  any operational or exploration expenses.

We anticipate that further exploration work beyond stage four
  will require additional funding in the event that our current cash on hand is
  insufficient for any additional work proposed. In the event that we shall require
  additional funding, 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 fund additional phases of the exploration program,
  should we decide to proceed. We believe that debt financing will not be an alternative
  for funding any further phases in our exploration program. 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 January 31,
  2004 and October 31, 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 months and nine months
  ended October 31, 2004 and for the period from October 27, 2003 (incorporation)
  to October 31, 2004 included the following expenses:

|Operating Expenses                | Period from October 27, 2003 (Incorporation) to October 31, 2004 | Three Months ended October 31,2004 | Nine months Ended October 31,2004
|--------------------------------- | ---------------------------------------------------------------- | ---------------------------------- | ---------------------------------
|Accounting and Audit Fees         | $   8,978                                                        | $   2,068                          | $   5,028                        
|Bank Charges                      | 193                                                              | 43                                 | 148                              
|Management1                       | 3,000                                                            | 1,500                              | 3,000                            
|Filing                            | 2,057                                                            | 544                                | 2,057                            
|Legal Fees                        | 21,009                                                           | 5,698                              | 17,168                           
|Office and Miscellaneous          | 8,028                                                            | 4,386                              | 6,366                            
|Mineral Property Costs            | 14,496                                                           | 2,870                              | 6,949                            
|Transfer Agent                    | 2,423                                                            | 2,423                              | 2,423                            
|Total Operating Expenses          | $60,184                                                          | $19,532                            | $43,139                          
|Comprehensive Loss for the Period | $60,940                                                          | $19,609                            | $44,172                          
|Basic and Diluted Loss Per Share  | $0.01                                                            | $0.00                              | $0.01                            

|(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. At October 31, 2004, we had accrued 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 Securities and Exchange Commission.

We anticipate our operating expenses will increase as we undertake
  our plan of operations. The increase will be attributable to our continuing
  geological exploration program and continued professional fees that we anticipate
  incurring as we are now a reporting company with the Securities and Exchange
  Commission under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

We had cash of $37,835 as of October 31, 2004, compared
  to cash of $78,792 as of January 31, 2004. We had working capital of $31,260
  as of October 31, 2004, compared to working capital of $75,432 as of January
  31, 2004.

Our total expenditures over the next twelve months are anticipated
  to be approximately $41,000. 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 six months. Accordingly, we believe that
  we have sufficient funds available to enable us to complete the second stage
  of phase three and phase four of exploration program, however, we will need
  additional financing to complete the remaining fifth phase of our exploration
  program and any subsequent exploration work that may be recommended once our
  exploration program is complete. Our requirements for additional financing are
  discussed in further detail above under the heading Plan of Operations.

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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 Securities Exchange Act
  of 1934 (the “Exchange Act”), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of October 31, 2004, 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 Securities
  and Exchange Commission'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 October
  31, 2004 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:

|(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

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|(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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 (the “1933 Act”) during the three
  months ended October 31, 2004.

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 third quarter of our fiscal year ending October 31, 2004.

Item 5. Other
  Information

None

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Item 6.            Exhibits

|Exhibit Number | Description of Exhibit                                                                                                                                                                                                                                                     
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | 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 Securities and Exchange
        Commission 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 Securities and Exchange
        Commission 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 | 
|    | and Chief Financial Officer Director                   | 
|    |                                                        | 
|    | Date: December 15, 2004                                | 

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