---

**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 April 30, 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


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 June 10, 2005

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 three month period
  ended April 30, 2005 are included with this Quarterly Report on Form 10-QSB:

| | (a) | Interim Consolidated Balance Sheets as at April 30, 2005 and January
      31, 2005;                                                                                                        
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | Interim Consolidated Statements of Operations for three months ended
      April 30, 2005 and 2004 and for the period from October 27, 2003 (Date of
      Incorporation) to April 30, 2005;
|
| | (c) | Interim Consolidated Statements of Cash Flows for three months ended
      April 30, 2005 and 2004 and for the period from October 27, 2003 (Date of
      Incorporation) to April 30, 2005;
|
| | (d) | Statement of Stockholders' Equity for the period from October 27, 2003
      (Date of Incorporation) to April 30, 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

April 30, 2005

(Stated in US Dollars)

(Unaudited)



F-1

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INGENIUM CAPITAL CORP.(A Pre-exploration Stage Company)
  INTERIM CONSOLIDATED BALANCE SHEETS
  April 30, 2005 and January 31, 2005
  (Stated in US Dollars)
  (Unaudited)

|                                                            |   | April 30, |   |   | January 31, |  
|----------------------------------------------------------- | - | --------- | - | - | ----------- | -
|ASSETS                                                      |   | 2005      |   |   | 2005        |  
|                                                            |   |           |   |   |             |  
|Current                                                     |   |           |   |   |             |  
|Cash                                                        | $ | 16,086    |   | $ | 22,554      |  
|                                                            |   |           |   |   |             |  
|LIABILITIES                                                 |   |           |   |   |             |  
|                                                            |   |           |   |   |             |  
|Current                                                     |   |           |   |   |             |  
|Accounts payable and accrued liabilities                    | $ | 8,318     |   | $ | 6,000       |  
|Due to related party - Note 3                               |   | 1,961     |   |   | 288         |  
|                                                            |   |           |   |   |             |  
|                                                            |   | 10,279    |   |   | 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        |   | (85,247   | ) |   | (74,778     | )
|Accumulated other comprehensive loss                        |   | (1,146    | ) |   | (1,156      | )
|                                                            |   |           |   |   |             |  
|                                                            |   | 5,807     |   |   | 16,266      |  
|                                                            |   |           |   |   |             |  
|                                                            | $ | 16,086    |   | $ | 22,554      |  

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 ended April 30, 2005 and 2004 and
  for the period October 27, 2003 (Date of Incorporation) to April 30, 2005
  (Stated in US Dollars)
  (Unaudited)

|                                              |   |                    |   |   |                   |   |   | October 27, 2003 |  
|--------------------------------------------- | - | ------------------ | - | - | ----------------- | - | - | ---------------- | -
|                                              |   |                    |   |   |                   |   |   | (Date of         |  
|                                              |   | Three months ended |   |   | Incorporation) to |  
|                                              |   | April 30,          |   |   | April 30,         |  
|                                              |   | 2005               |   |   | 2004              |   |   | 2005             |  
|                                              |   |                    |   |   |                   |   |   |                  |  
|Expenses                                      |   |                    |   |   |                   |   |   |                  |  
|Accounting and audit fees                     | $ | 2,149              |   | $ | 1,032             |   | $ | 16,649           |  
|Bank charges                                  |   | 73                 |   |   | 65                |   |   | 289              |  
|Management fees - Note 3                      |   | 1,500              |   |   | -                 |   |   | 6,000            |  
|Filing fees                                   |   | -                  |   |   | 820               |   |   | 2,452            |  
|Legal fees                                    |   | 1,218              |   |   | 7,683             |   |   | 25,070           |  
|Office and miscellaneous                      |   | 1,047              |   |   | 1,214             |   |   | 9,744            |  
|Mineral property costs                        |   | 4,362              |   |   | 2,637             |   |   | 21,694           |  
|Transfer agent fees                           |   | 120                |   |   | -                 |   |   | 3,370            |  
|                                              |   |                    |   |   |                   |   |   |                  |  
|Net loss before other item                    |   | (10,469            | ) |   | (13,451           | ) |   | (85,268          | )
|                                              |   |                    |   |   |                   |   |   |                  |  
|Other Item                                    |   |                    |   |   |                   |   |   |                  |  
|Interest income                               |   | -                  |   |   | 8                 |   |   | 21               |  
|                                              |   |                    |   |   |                   |   |   |                  |  
|Net loss for the period                       |   | (10,469            | ) |   | (13,443           | ) |   | (85,247          | )
|                                              |   |                    |   |   |                   |   |   |                  |  
|Foreign currency translation adjustment       |   | 10                 |   |   | (685              | ) |   | (1,146           | )
|                                              |   |                    |   |   |                   |   |   |                  |  
|Comprehensive loss for the period             | $ | (10,459            | ) | $ | (14,128           | ) | $ | (86,393          | )
|                                              |   |                    |   |   |                   |   |   |                  |  
|Basic and diluted loss per share              | $ | (0.00              | ) | $ | (0.00             | ) |   |                  |  
|                                              |   |                    |   |   |                   |   |   |                  |  
|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 three months ended April 30, 2005 and 2004 and
  for the period October 27, 2003 (Date of Incorporation) to April 30, 2005
  (Stated in US Dollars)
  (Unaudited)

|                                                 |   |                    |   |   |                   |   |   | October 27, 2003 |  
|------------------------------------------------ | - | ------------------ | - | - | ----------------- | - | - | ---------------- | -
|                                                 |   |                    |   |   |                   |   |   | (Date of         |  
|                                                 |   | Three months ended |   |   | Incorporation) to |  
|                                                 |   | April 30,          |   |   | April 30,         |  
|                                                 |   | 2005               |   |   | 2004              |   |   | 2005             |  
|                                                 |   |                    |   |   |                   |   |   |                  |  
|Operating Activities                             |   |                    |   |   |                   |   |   |                  |  
|Net loss for the period                          | $ | (10,469            | ) | $ | (13,443           | ) | $ | (85,247          | )
|Change in non-cash working capital balance       |   |                    |   |   |                   |   |   |                  |  
|related to operations                            |   |                    |   |   |                   |   |   |                  |  
|Accounts payable
      and accrued liabilities   |   | 2,318              |   |   | 7,786             |   |   | 8,318            |  
|                                                 |   |                    |   |   |                   |   |   |                  |  
|Cash used in operating activities                |   | (8,151             | ) |   | (5,657            | ) |   | (76,929          | )
|                                                 |   |                    |   |   |                   |   |   |                  |  
|Financing Activities                             |   |                    |   |   |                   |   |   |                  |  
|Issuance of common stock                         |   | -                  |   |   | -                 |   |   | 92,200           |  
|Due to related party                             |   | 1,673              |   |   | -                 |   |   | 1,961            |  
|                                                 |   |                    |   |   |                   |   |   |                  |  
|Cash from financing activities                   |   | 1,673              |   |   | -                 |   |   | 94,161           |  
|                                                 |   |                    |   |   |                   |   |   |                  |  
|Foreign currency translation effect on cash      |   | 10                 |   |   | (685              | ) |   | (1,146           | )
|                                                 |   |                    |   |   |                   |   |   |                  |  
|                                                 |   |                    |   |   |                   |   |   |                  |  
|Increase (decrease) in cash during the period    |   | (6,468             | ) |   | (6,342            | ) |   | 16,086           |  
|                                                 |   |                    |   |   |                   |   |   |                  |  
|Cash, beginning of the period                    |   | 22,554             |   |   | 78,792            |   |   | -                |  
|                                                 |   |                    |   |   |                   |   |   |                  |  
|Cash, end of the period                          | $ | 16,086             |   | $ | 72,450            |   | $ | 16,086           |  
|                                                 |   |                    |   |   |                   |   |   |                  |  
|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 April 30, 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         | -             |  |   | -         |  |   | -           |  |   | (10,469       | ) |   | -             |   |   | (10,469 | )
|Foreign currency translation    |               |  |   |           |  |   |             |  |   |               |   |   |               |   |   |         |  
|adjustment                      | -             |  |   | -         |  |   | -           |  |   | -             |   |   | 10            |   |   | 10      |  
|                                |               |  |   |           |  |   |             |  |   |               |   |   |               |   |   |         |  
|Balance, as at April 30, 2005   | 7,402,000     |  | $ | 7,402     |  | $ | 84,798      |  | $ | (85,247       | ) | $ | (1,146        | ) | $ | 5,807   |  

SEE ACCOMPANYING NOTES

F-5

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INGENIUM CAPITAL CORP.(A Pre-exploration Stage Company)
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  April 30, 2005
  (Stated in US Dollars)
  (Unaudited)

|Note 1 | Interim Reporting
      While the information presented in the accompanying
        interim three-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 three-month period
        ended April 30, 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. The Company has accumulated losses of $85,247
        since inception and has yet to achieve profitable operations. 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.

F-6

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INGENIUM CAPITAL CORP.(A Pre-exploration Stage Company)
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  April 30, 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         | 
| |                 |   | Three months ended |  |   | Incorporation) to | 
| |                 |   | April 30,          |  |   | April 30,         | 
| |                 |   | 2005               |  |   | 2004              |  |   | 2005             | 
| |                 |   |                    |  |   |                   |  |   |                  | 
| | Management fees | $ | 1,500              |  | $ | -                 |  | $ | 6,000            | 

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.

F-7

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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 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.

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 are presently evaluating the results of this
  third phase and determining whether to proceed with a fourth additional phase
  of the exploration program or whether to revise our exploration plans based
  on the recommendations of our consulting geologist.

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.

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 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 are currently assessing whether to proceed with
  the fourth phase of exploration or to proceed with a modified fourth phase of
  exploration that would focus on the mineralized zone identified west of Glover
  Creek.

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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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 (Phase Four: $11,250,
      if we determine to proceed with this phase) | $11,250                                                       
|Management and Administrative Expenses                                                               | $6,000                                                        
|TOTAL                                                                                                | $37,250                                                       

We had cash in the amount of $16,086 as of April 30, 2005.
  Our total expenditures over the next twelve months are anticipated to be approximately
  $37,250. 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 exploration programs for the next twelve months. Accordingly,
  we will require further funding to proceed with exploration of our mineral property.
  However, we may proceed with an additional modified fourth phase of exploration
  with a more limited budget which we could complete with our available funds.

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 Three Months Ending April 30, 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.

4

---

Our operating expenses for the three month periods ended April
  30, 2005 and 2004 and for the period from October 27, 2003 (incorporation) to
  April 30, 2005 included the following expenses:

|Operating Expenses                      | Three Month
      Period ended
      April 30, 2005 | Three Month
      Period ended
      April 30, 2004 | Period from October 27, 2003
      (Incorporation) to
      April 30, 2005
|--------------------------------------- | --------------------------------------------------- | --------------------------------------------------- | --------------------------------------------------------------------------
|Accounting and Audit Fees               | 2,149                                               | 1,032                                               | 16,649                                                                    
|Bank Charges                            | 73                                                  | 65                                                  | 289                                                                       
|Management Fees(1)                      | 1,500                                               | -                                                   | 6,000                                                                     
|Filing Fees                             | -                                                   | 820                                                 | 2,452                                                                     
|Legal Fees                              | 1,218                                               | 7,683                                               | 25,070                                                                    
|Office and Miscellaneous                | 1,047                                               | 1,214                                               | 9,744                                                                     
|Mineral Property Costs                  | 4,362                                               | 2,637                                               | 21,694                                                                    
|Transfer Agent Fees                     | 120                                                 | -                                                   | 3,370                                                                     
|Total Operating Expenses                | (10,469)                                            | (13,451)                                            | (85,268)                                                                  
|Foreign Currency Translation Adjustment | 10                                                  | (685)                                               | (1,146)                                                                   
|Comprehensive Loss for the Period       | (10,459)                                            | (14,128)                                            | (86,393)                                                                  
|Basic and Diluted Loss Per Share        | (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 three months ended April 30, 2005, we had
        incurred consulting fees of $1,500.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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
  and our ongoing continuous disclosure filing obligations with the Securities
  and Exchange Commission as a reporting issuer under the Securities Exchange
  Act of 1934.

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 a reporting company under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

We had cash of $16,086 as of April 30, 2005, compared
  to cash of $22,554 as of January 31, 2005. We had working capital of $5,807
  as of April 30, 2005, compared to working capital of $16,266 as of January
  31, 2005.

Our total expenditures over the next twelve months are anticipated
  to be approximately $37,250. 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 exploration of our mineral property. However, we may
  proceed with an additional modified fourth phase of exploration with a more
  limited budget which we could complete with our available funds. Our requirements
  for additional financing are discussed in further detail above under the heading
  Plan of Operations.

5

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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 April 30, 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 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 April
  30, 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:

|(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

6

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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 April 30, 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 third quarter of our fiscal year ending April 30, 2005.

Item 5.     Other Information

None

7

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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.                                                                                                                                
|    |                                                                                                                                                                                             

8

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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: June 14, 2005                                     | 

9

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