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

FORM 10-QSB

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

For the quarterly period ended October 31, 2005

o 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
  ý     No o

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 14, 2005

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

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

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, 2005 are included with this Quarterly Report on Form 10-QSB:

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

2

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INGENIUM CAPITAL CORP.

(A Pre-exploration Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2005

(Stated in US Dollars)

(Unaudited)

---

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

|                                                                   |   | October 31, |   |   | January 31, |  
|------------------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|ASSETS                                                             |   | 2005        |   |   | 2005        |  
|                                                                   |   |             |   |   |             |  
|Current                                                            |   |             |   |   |             |  
|Cash                                                               | $ | 1,047       |   | $ | 22,554      |  
|                                                                   |   |             |   |   |             |  
|LIABILITIES                                                        |   |             |   |   |             |  
|                                                                   |   |             |   |   |             |  
|Current                                                            |   |             |   |   |             |  
|Accounts payable and accrued liabilities                           | $ | 5,167       |   | $ | 6,000       |  
|Due to related party -
      Note 3                                |   | 4,926       |   |   | 288         |  
|                                                                   |   |             |   |   |             |  
|                                                                   |   | 10,093      |   |   | 6,288       |  
|                                                                   |   |             |   |   |             |  
|STOCKHOLDERS EQUITY (DEFICIENCY)                                  |   |             |   |   |             |  
|                                                                   |   |             |   |   |             |  
|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               |   | (99,856     | ) |   | (74,778     | )
|Cumulative effect of foreign currency translation
      adjustment |   | (1,390      | ) |   | (1,156      | )
|                                                                   |   |             |   |   |             |  
|                                                                   |   | (9,046      | ) |   | 16,266      |  
|                                                                   |   |             |   |   |             |  
|                                                                   | $ | 1,047       |   | $ | 22,554      |  

SEE ACCOMPANYING NOTES

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

|                                              |   |                    |   |   |                   |   |   |               |   |   |           |   |   | October 27, 2003 |  
|--------------------------------------------- | - | ------------------ | - | - | ----------------- | - | - | ------------- | - | - | --------- | - | - | ---------------- | -
|                                              |   |                    |   |   |                   |   |   |               |   |   |           |   |   | (Date of         |  
|                                              |   | Three months ended |   |   | Nine months ended |   |   | Inception) to |  
|                                              |   | October 31,        |   |   | October 31,       |   |   | October 31,   |  
|                                              |   | 2005               |   |   | 2004              |   |   | 2005          |   |   | 2004      |   |   | 2005             |  
|                                              |   |                    |   |   |                   |   |   |               |   |   |           |   |   |                  |  
|Expenses                                      |   |                    |   |   |                   |   |   |               |   |   |           |   |   |                  |  
|Accounting and audit fees                     | $ | 2,070              |   | $ | 2,068             |   | $ | 6,918         |   | $ | 5,028     |   | $ | 21,418           |  
|Bank charges                                  |   | 58                 |   |   | 43                |   |   | 180           |   |   | 148       |   |   | 396              |  
|Management fees - Note 3                      |   | 1,500              |   |   | 1,500             |   |   | 4,500         |   |   | 3,000     |   |   | 9,000            |  
|Filing fees                                   |   | 390                |   |   | 544               |   |   | 1,145         |   |   | 2,057     |   |   | 3,597            |  
|Legal fees                                    |   | 1,538              |   |   | 5,698             |   |   | 5,539         |   |   | 17,168    |   |   | 29,391           |  
|Office and miscellaneous                      |   | 407                |   |   | 4,386             |   |   | 2,164         |   |   | 6,366     |   |   | 10,861           |  
|Mineral property costs                        |   | -                  |   |   | 2,870             |   |   | 4,362         |   |   | 6,949     |   |   | 21,694           |  
|Transfer agent fees                           |   | 35                 |   |   | 2,423             |   |   | 270           |   |   | 2,423     |   |   | 3,520            |  
|                                              |   |                    |   |   |                   |   |   |               |   |   |           |   |   |                  |  
|Net loss before other item                    |   | (5,998             | ) |   | (19,532           | ) |   | (25,078       | ) |   | (43,139   | ) |   | (99,877          | )
|                                              |   |                    |   |   |                   |   |   |               |   |   |           |   |   |                  |  
|Other Item                                    |   |                    |   |   |                   |   |   |               |   |   |           |   |   |                  |  
|Interest income                               |   | -                  |   |   | 5                 |   |   | -             |   |   | 19        |   |   | 21               |  
|                                              |   |                    |   |   |                   |   |   |               |   |   |           |   |   |                  |  
|Net loss for the period                       |   | (5,998             | ) |   | (19,527           | ) |   | (25,078       | ) |   | (43,120   | ) |   | (99,856          | )
|                                              |   |                    |   |   |                   |   |   |               |   |   |           |   |   |                  |  
|Foreign currency translation adjustment       |   | (74                | ) |   | (82               | ) |   | (234          | ) |   | (1,052    | ) |   | (1,390           | )
|                                              |   |                    |   |   |                   |   |   |               |   |   |           |   |   |                  |  
|Comprehensive loss for the period             | $ | (6,072             | ) | $ | (19,609           | ) | $ | (25,312       | ) | $ | (44,172   | ) | $ | (101,246         | )
|                                              |   |                    |   |   |                   |   |   |               |   |   |           |   |   |                  |  
|Basic and diluted loss per share              | $ | (0.00              | ) | $ | (0.00             | ) | $ | (0.00         | ) | $ | (0.01     | ) |   |                  |  
|                                              |   |                    |   |   |                   |   |   |               |   |   |           |   |   |                  |  
|Weighted average number of shares outstanding |   | 7,402,000          |   |   | 7,402,000         |   |   | 7,402,000     |   |   | 7,402,000 |   |   |                  |  

SEE ACCOMPANYING NOTES

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

|                                                 |   |                   |   |   |               |   |   | October 27, 2003 |  
|------------------------------------------------ | - | ----------------- | - | - | ------------- | - | - | ---------------- | -
|                                                 |   |                   |   |   |               |   |   | (Date of         |  
|                                                 |   | Nine months ended |   |   | Inception) to |  
|                                                 |   | October 31,       |   |   | October 31,   |  
|                                                 |   | 2005              |   |   | 2004          |   |   | 2005             |  
|                                                 |   |                   |   |   |               |   |   |                  |  
|Operating Activities                             |   |                   |   |   |               |   |   |                  |  
|Net loss for the period                          | $ | (25,078           | ) | $ | (43,120       | ) | $ | (99,856          | )
|Change in non-cash working
      capital balance |   |                   |   |   |               |   |   |                  |  
|related to operations                            |   |                   |   |   |               |   |   |                  |  
|Accounts
      payable and accrued liabilities   |   | (833              | ) |   | 2,715         |   |   | 5,167            |  
|                                                 |   |                   |   |   |               |   |   |                  |  
|Cash used in operating activities                |   | (25,911           | ) |   | (40,405       | ) |   | (94,689          | )
|                                                 |   |                   |   |   |               |   |   |                  |  
|Financing Activities                             |   |                   |   |   |               |   |   |                  |  
|Issuance of common stock                         |   | -                 |   |   | -             |   |   | 92,200           |  
|Due to related party                             |   | 4,638             |   |   | 500           |   |   | 4,926            |  
|                                                 |   |                   |   |   |               |   |   |                  |  
|Cash from financing activities                   |   | 4,638             |   |   | 500           |   |   | 97,126           |  
|                                                 |   |                   |   |   |               |   |   |                  |  
|Foreign currency translation effect on cash      |   | (234              | ) |   | (1,052        | ) |   | (1,390           | )
|                                                 |   |                   |   |   |               |   |   |                  |  
|                                                 |   |                   |   |   |               |   |   |                  |  
|Increase (decrease) in cash during the period    |   | (21,507           | ) |   | (40,957       | ) |   | 1,047            |  
|                                                 |   |                   |   |   |               |   |   |                  |  
|Cash, beginning of the period                    |   | 22,554            |   |   | 78,792        |   |   | -                |  
|                                                 |   |                   |   |   |               |   |   |                  |  
|Cash, end of the period                          | $ | 1,047             |   | $ | 37,835        |   | $ | 1,047            |  
|                                                 |   |                   |   |   |               |   |   |                  |  
|Supplemental disclosure of cash flow information |   |                   |   |   |               |   |   |                  |  
|Cash paid during the period
      for:           |   |                   |   |   |               |   |   |                  |  
|Interest                                         | $ | -                 |   | $ | -             |   | $ | -                |  
|                                                 |   |                   |   |   |               |   |   |                  |  
|Income taxes                                     | $ | -                 |   | $ | -             |   | $ | -                |  

SEE ACCOMPANYING NOTES

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

|                                |  |               |  |   |           |  |   |             |  |   | Deficit     |   |   | Cumulative |   |   |         |  
|------------------------------- |  | ------------- |  | - | --------- |  | - | ----------- |  | - | ----------- | - | - | ---------- | - | - | ------- | -
|                                |  |               |  |   |           |  |   |             |  |   | Accumulated |   |   | Effect     |   |   |         |  
|                                |  |               |  |   |           |  |   |             |  |   | During the  |   |   | of Foreign |   |   |         |  
|                                |  |               |  |   |           |  |   | Additional  |  |   | Pre-        |   |   | Currency   |   |   |         |  
|                                |  | Common Shares |  |   | Paid-in   |  |   | exploration |  |   | Translation |   |   |            |  
|                                |  | Number        |  |   | Par Value |  |   | Capital     |  |   | Stage       |   |   | Adjustment |   |   | 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         |  | -             |  |   | -         |  |   | -           |  |   | (25,078     | ) |   | -          |   |   | (25,078 | )
|Foreign currency translation    |  |               |  |   |           |  |   |             |  |   |             |   |   |            |   |   |         |  
|adjustment                      |  | -             |  |   | -         |  |   | -           |  |   | -           |   |   | (234       | ) |   | (234    | )
|                                |  |               |  |   |           |  |   |             |  |   |             |   |   |            |   |   |         |  
|Balance, as at October 31, 2005 |  | 7,402,000     |  | $ | 7,402     |  | $ | 84,798      |  | $ | (99,856     | ) | $ | (1,390     | ) | $ | (9,046  | )

SEE ACCOMPANYING NOTES

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

|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, 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 from the sale thereof.
      These consolidated financial statements have been prepared
        on a going concern basis. As of October 31, 2005, the Company has a working
        capital deficiency of $9,046, has not yet attained profitable operations
        and has accumulated losses of $99,856 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. Realization values may
        be substantially different from carrying values as shown in these financial
        statements should the Company be unable to continue as a going concern.
        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.

---

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

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

| |                 |   |                    |  |  |                   |  |   |               |  |  |       |  |   | October 27,    | 
| | --------------- | - | ------------------ |  |  | ----------------- |  | - | ------------- |  |  | ----- |  | - | -------------- | 
| |                 |   |                    |  |  |                   |  |   |               |  |  |       |  |   | 2003           | 
| |                 |   |                    |  |  |                   |  |   |               |  |  |       |  |   | (Date of       | 
| |                 |   |                    |  |  |                   |  |   |               |  |  |       |  |   | Incorporation) | 
| |                 |   | Three months ended |  |  | Nine months ended |  |   | to            | 
| |                 |   | October 31,        |  |  | October 31,       |  |   | October 31,   | 
| |                 |   | 2005               |  |  | 2004              |  |   | 2005          |  |  | 2004  |  |   | 2005           | 
| |                 |   |                    |  |  |                   |  |   |               |  |  |       |  |   |                | 
| | Management fees | $ | 1,500
      $      |  |  | 1,500             |  | $ | 4,500
      $ |  |  | 3,000 |  | $ | 9,000          | 

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.

---

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

OVERVIEW

To date, we have been 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) which we
originally acquired in December 2003. Our original plan of operations was to
carry out exploration work on the Glove Claim in order to ascertain whether the
claim possess commercially exploitable quantities of gold.

We 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 received the report of Mr. Sookochoff, our
consulting geologist, dated April 15, 2005 on the results of the second stage of
phase three of our recommended exploration program. 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 determined not to proceed with the fourth phase of
exploration.

As a result of the change of control described below, we
anticipate that our new management will evaluate prospective acquisitions and
new business opportunities. While our new management may review the geological
reports that we have obtained as part of our exploration of the Globe Claim, we
anticipate that we will not conduct any further exploration of the Glove
Claim.

CHANGE OF CONTROL

On December 8, 2005, Mr. William Asselstine (the "Seller"), the
former majority shareholder, the former president, secretary, treasurer, and a
current director of the Company, entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") with Mr. Ted Kozub (the "Purchaser"). Under the
terms of the Stock Purchase Agreement, Mr. Asselstine sold to Mr. Kozub an
aggregate of 5,000,000 shares of the common stock of the Company, representing
approximately 67.5% of the Company's current outstanding shares of common stock,
effective December 12, 2005. As a result of the Stock Purchase Agreement, Mr.
Asselstine has agreed to resign as director, president, secretary and treasurer
of the Company and to appoint Mr. Haukeland and Mr. Kozub as directors of the
Company. Mr. Kozub has been appointed as president, secretary and treasurer of
the Company effective as of the closing of the purchase and sale pursuant to the
Stock Purchase Agreement. The changes to the board of directors of the Company
will not be effective until at least ten days after a Schedule 14F Information
Statement is mailed or delivered to all of the Companys shareholders in
compliance with Section 14(f) of the Securities Exchange Act of 1934, as
amended, and Rule 14f-1 thereunder. This date is anticipated to be on or about
December 19, 2005.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of December 14,
2005, by: (i) each person (including any group) known to us to own more than
five percent (5%) of any class of our voting securities, (ii) each of our
directors, and (iii) officers and directors as a group. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.

Title of class
      Name and address of beneficial
        owner
      Number of Shares of Common
        Stock
      Percentage of Common Stock(1)Common Stock
      William Asselstine, 
        Director 
        2360 Palmerston Avenue
        Vancouver, BC, Canada
      Nil
      Nil%


3

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Common Stock
      Gary Haukeland,
        
        Proposed Director 
        1723 - 595 Burrard Street, 
        Bentall Three, Vancouver, B.C., 
        V7X 1J1
      Nil
      Nil%Common Stock
      Ted Kozub,  President, Secretary
        and 
        Treasurer 
        Second Floor, 498 Ellis Street 
        Pentiction, BC V2A 4M2
      5,000,000 Shares (2)
      67.5% (2)Common Stock
      All Officers and Directors as a Group
        (1 person)
      5,000,000 Shares
      67.5%


|(1) | Under Rule 13d-3, a beneficial owner of a security includes
        any person who, directly or indirectly, through any contract, arrangement,
        understanding, relationship, or otherwise has or shares: (i) voting power,
        which includes the power to vote, or to direct the voting of shares; and
        (ii) investment power, which includes the power to dispose or direct the
        disposition of shares. Certain shares may be deemed to be beneficially
        owned by more than one person (if, for example, persons share the power
        to vote or the power to dispose of the shares). In addition, shares are
        deemed to be beneficially owned by a person if the person has the right
        to acquire the shares (for example, upon exercise of an option) within
        60 days of the date as of which the information is provided. In computing
        the percentage ownership of any person, the amount of shares outstanding
        is deemed to include the amount of shares beneficially owned by such person
        (and only such person) by reason of these acquisition rights. As of December
        8, 2005, there were 7,402,500 shares of our common stock issued and outstanding.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(2) | The shares denoted as being beneficially owned by Mr.
        Kozub represent those shares which Mr. Kozub has acquired from Mr. Asselstine
        pursuant to the Stock Purchase Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

Mr. Kozub has been appointed as president, secretary and
treasurer of the Company effective as of the closing of the purchase and sale
pursuant to the Stock Purchase Agreement. William Asselstine resigned as our
president, secretary and treasurer on December 12, 2005, concurrent with the
closing of the purchase and sale pursuant to the Stock Purchase Agreement.
Derrick Page resigned as our vice-president, corporate development on December
9, 2005. We anticipate that on or about the date that is ten days after the
delivery of the Schedule 14F information statement to our shareholders, William
Asselstine will tender a letter of resignation to the Board to resign as
director, as contemplated by the Stock Purchase Agreement. Mr. Gary Haukeland
and Mr. Ted Kozub will be appointed as directors to be effective ten days after
the delivery of the Schedule 14F information statement to our shareholders,
which date is anticipated to be December 19, 2005.

The following tables set forth information regarding our
current executive officers and directors:

Directors:

|Name of Director      | Age
|--------------------- | ---
|William J. Asselstine | 60 

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Executive Officers:

|Name      | Office(s) Held                    
|--------- | ----------------------------------
|Ted Kozub | President, Secretary and Treasurer

Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years.

Mr. William J. Asselstinehas been our sole director since March 14, 2000. Mr. Asselstine resigned as our president, secretary and treasurer on December 9, 2005.  Mr. Asselstine was the director of real estate operations for NTG Clarity
Networks Inc. from June 2001 to May 2002. Mr. Asselstine was director of real estate operations for Javelin Connections Inc. from December 2000 to May 2001. Mr. Asselstine was a building access specialist with AT&T Canada Inc. from November 1998
to November 2000. Each of NTG Clarity Networks, Javelin Connections and AT&T Canada is a company engaged in the business of telecommunications. Mr. Asselstine was a senior negotiator for Colliers International, an international commercial real
estate brokerage and property management business headquartered in Vancouver, British Columbia, from March 1980 to October 1998. Mr. Asselstine served as an officer and director of various companies engaged in the businesses of mineral and oil and
gas exploration whose shares were traded on the Vancouver Stock Exchange during the period from the late 1970s to 1985. These companies included Boulder Mountain Resources Ltd., The Bullet Group Inc., Maple Leaf Petroleum Ltd., Rio Blanco
Resources Ltd., Warwick Petroleum Ltd., Wildrose Petroleum Ltd., Fairmile Gold Corp., Buffalo Resources Ltd., Canadian Cariboo Resources Ltd., Rich Capital Corp. and Xing Hai Resources Ltd. Mr. Asselstine received his Bachelor of Arts with a
commerce major from Simon Fraser University in Vancouver, British Columbia, Canada.

Mr. Ted Kozubwas appointed as our president, secretary and treasurer as of December 12, 2005. Mr. Kozub is a recently retired Tax Partner with KPMG. He has been in public accounting practice for over 22 years and has held various senior
positions with Revenue Canada Taxation.  Since retirement from KPMG, Mr. Kozub has been involved as a financial officer with three public companies.

He was appointed to the special task force for the implementation of Canadian Tax Reform and was Tax Manager with Hudsons Bay Oil & Gas in Calgary, which is a subsidiary of Conoco. Mr. Kozub held office of President of the Canadian
Petroleum Tax Society for two years and was a frequent lecturer to various accounting organizations in accounting, cost and management and taxation.

Mr. Kozub received his certified management accounting designation in 1963 after attending the University of Calgary, Department of Extension.  He attended Mount Royal College in Calgary and received his business management certificate in 1960.  Mr.
Kozub has lectured at the University of Calgary Department of Extension in managerial accounting.

Set forth below is a brief description of the background and business experience of Mr. Gary Haukeland, one of our proposed directors, for the past five years.

Mr. Gary Haukelandhas been in the real estate business for over 25 years following a number of years with the Royal Bank of Canada and later with Dun and Bradstreet. While with the Royal Bank he worked at numerous branches in management and
accounting capacities.  At Dun and Bradstreet he held a business analyst position compiling credit reporting information on private and public corporations.  In 1977 he obtained his real estate pre-licensing accreditation through the Faculty of
Commerce at the University of British Columbia. He is currently Vice President and Managing Broker of NAI Goddard & Smith, a commercial real estate firm in Vancouver, British Columbia partnered with 300 offices in 40 countries worldwide with
over $25 billion in transactions annually. Throughout his real estate career he has successfully coordinated a multitude of complex negotiations. His knowledge and marketing services are sought by developers, lenders and institutional clients
for development strategies, trends and work out situations. Over the years he has represented these clients throughout Canada, the United States and Asia.

PLAN OF OPERATIONS

5

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We have determined to investigate the acquisition of an
interest in a new business opportunity. We have not entered into any agreement
to acquire any interest in any new business opportunity and there is no
assurance we will do so. If we are successful in identifying a new business
opportunity, then we anticipate that we will have to raise additional financing
to both acquire an interest in the business opportunity and to finance our any
plan of operations for the new business opportunity. Our acquisition of a new
business opportunity may take the form of a merger, reverse acquisition or other
form of business combination. We may consider a split of our common stock or a
consolidation of our common stock There is no assurance that we will be able to
obtain the financing necessary to pursue this plan of operations.

We anticipate that we will incur over the next twelve months
the following expenses, exclusive of any funds required to enable us to acquire
a new business opportunity or to carry our any plan of operations for the new
business opportunity:

Category
      Planned Expenditures Over The Next 12 Months
      (US$)Professional Fees
      $100,000Office Expenses
      $100,000Targeting and Evaluation of New Business
      Opportunities
      $150,000Management and
      Administrative Expenses
      $150,000TOTAL
      $500,000


We had cash in the amount of $1,047 and a working capital
deficit of $9,046 as of October 31, 2005. Our total expenditures over the next
twelve months are anticipated to be approximately $500,000. As a result of our
cash and working capital position, we will need to obtain additional financing
in order to continue our operations for the next twelve months. Accordingly, we
will require further funding to proceed with targeting and evaluation of new
business opportunity. We anticipate that such funding will be in the form of
equity financing from the sale of our common stock. However, we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to identify and acquire an interest in a new
business opportunity. We believe that debt financing will not be an alternative
for funding our operations. The risky nature of this enterprise and lack of
tangible assets places debt financing beyond the credit-worthiness required by
most banks or typical investors of corporate debt until such time as an
economically viable mine can be demonstrated. We do not have any arrangements in
place for any future equity financing.

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

Revenues

We have not earned any revenue since inception.

6

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

Operating Expenses
      Nine
        months ended October 31,
      Three
        Months ended October 31,
      Period
        from October 27, 2003 (Incorporation) to October
        31, 20052005
      2004
      2005
      2004Accounting and Audit
        Fees
      6,918
      5,028
      2,070
      2,068
      21,418Bank Charges
      180
      148
      58
      43
      396Management Fees(1)
      4,500
      3,000
      1,500
      1,500
      9,000Filing Fees
      1,145
      2,057
      390
      544
      3,597Legal Fees
      5,539
      17,168
      1,538
      5,698
      29,391Office and Miscellaneous
      2,164
      6,366
      407
      4,386
      10,861Mineral Property
        Costs
      4,362
      6,949
      -
      2,870
      21,694Transfer Agent Fees
      270
      2,423
      35
      2,423
      3,520Net Loss before
        Other Item
      (25,078)
      (43,139)
      (5,998)
      (19,532)
      (99,877)Other Item: Interest
        Income
      -
      19
      -
      5
      21Net Loss for
        the Period
      (25,078)
      (43,120)
      (5,998)
      (19,527)
      (99,856)Foreign Currency
        Translation Adjustment
      (234)
      (1,052)
      (74)
      (82)
      (1,390)**Comprehensive Loss for the** **Period**
      (25,312)
      (44,172)
      (6,072)
      (19,609)
      (101,246)Basic and Diluted
        Loss Per Share
      (0.00
      (0.01)
      (0.00)
      (0.00)Weighted average
        number of shares outstanding
      7,402,000
      7,402,000
      7,402,000
      7,402,000


|(1) | Related Party Transaction - We executed a Management and
      Administration Services Agreement dated May 31, 2004 with Mr. William
      Asselstine, our former president, whereby we incur $500 per month for this
      service. During the nine months ended October 31, 2005, we had incurred
      consulting fees of $4,500.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 SEC and our
ongoing continuous disclosure filing obligations with the SEC as a reporting
issuer under the Exchange Act.

We anticipate our operating expenses will increase as we
undertake our plan of operations, if we are able to acquire an interest in a new
business opportunity.

Liquidity and Capital Resources

We had cash of $1,047 as of October 31, 2005, compared to cash
of $22,554 as of January 31, 2005. We had working capital deficiency of $9,046
as of October 31, 2005, compared to working capital of $16,266 as of January 31,
2005.

7

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Our total expenditures over the next twelve months are anticipated to be approximately $500,000. Accordingly, we will require further funding to cover our anticipated expenses for the next twelve months and to proceed with our plan of operations
to acquire an interest in a new business opportunity.  Our requirements for additional financing are discussed in further detail above under the heading Plan of Operations.

Going Concern

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

Future Financings

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

Off-Balance Sheet Arrangements

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

8

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ITEM 3. CONTROLS AND PROCEDURES.

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

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

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

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

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

9

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PART II

Item 1. Legal Proceedings

We are not party to any legal proceedings.

Item 2. Changes in Securities

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

Item 3. Defaults Upon Senior Securities

None

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

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

Item 5. Other Information

None

Item 6. Exhibits

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


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

10

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SIGNATURES

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

INGENIUM CAPITAL CORP.

|By:   | */s/ Ted Kozub*      | 
|----- | -------------------- | 
|      | Ted Kozub, President | 
|Date: | December 15, 2005    | 

11

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