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

FORM 6-K

~~Report of~~REPORT ~~Foreign~~OF ~~Private~~FOREIGN ~~Issuer~~PRIVATE ~~pursuant~~ISSUER ~~to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934~~

~~For the~~Pursuant ~~month~~to ofRule ~~November~~13a-16 ~~______________________~~or ,15d-16 ~~2002.~~of The Securities Exchange Act of 1934

~~Apiva~~For ~~Ventures~~the ~~Limited~~month ~~(SEC File No.: 0-30232) (Translation~~ of ~~registrant's name~~June, ~~into~~2003 ~~English)~~

Commission ~~Suite~~File ~~235,~~Number: ~~7080 River Road, Richmond, B.C. V6X 1X5 (Address of principal executive offices)~~ 0-30232

APIVA VENTURES LIMITED
(Translation of registrant's name into English)

16, 6350 - 48 A Avenue, Delta, British Columbia Canada V4K 4W3
(Address of principal executive offices)

[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.]

Form 20-F X x Form 40-F ~~_____~~ ¨

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. ~~Yes _____ No X~~ ]

Yes ¨ No x

[If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______.]

SUBMITTED HEREWITH

1)	Audited Financial Statements for Year Ending December 31, 2002
2)	Interim Financial Statements for the Three Month Period Ending March 31, 2003
3)	News Release Dated June 17, 2003
4)	News Release Dated June 26, 2003

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Apiva Ventures Limited	~~Apiva Ventures Limited~~
		(Registrant)
Date: June 27, 2003
Date:	November 30, 2002	By:
	By:	/s/ Ronald W. Noble
		/s/ Willam N. Gardiner
		Ronald W. Noble, President
		(Signature)*
		William Gardiner, President

APIVA VENTURES LIMITED ~~(A Development Stage Company) FINANCIAL STATEMENTS~~

FINANCIAL ~~FOR~~ STATEMENTS ~~THE THREE AND NINE MONTHS ENDED~~

DECEMBER ~~SEPTEMBER 30~~31, 2002 ~~AND SEPTEMBER 30, 2001~~

AUDITORS' ~~(Unaudited~~ REPORT ~~- Prepared by Management)~~

To ~~APIVA VENTURES~~the ~~LIMITED CONSOLIDATED~~Shareholders ~~FINANCIAL~~of ~~STATEMENTS~~ ~~(Expressed~~Apiva inVentures ~~Canadian Dollars) (Unaudited~~Limited ~~- Prepared by Management)~~

~~BALANCE~~We have audited the balance sheets of Apiva Ventures as at ~~SHEET~~ December 31, 2002 and 2001 and the statements of operations, shareholders' equity (deficiency) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

	September 30		December 31,
	2002		2001
	$		$
ASSETS
CURRENT ASSETS
Cash and short-term investments	21,519		142,397
Marketable securities			74,224
Accounts receivable			2,915
Prepaids			-
	21,519		219,536
RESOURCE PROPERTY, net	62,793		-
CAPITAL ASSETS, net	3291		3,872
	87603		223,408
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	33,383		20,114
Due to related party			-
	33,383		20,114
SHAREHOLDERS' EQUITY
Common stock, 100,000,000 shares authorized	14,192,144		14,162,638
15,789,619 and 15,676,619 issued and outstanding
Additional paid-in capital	1,193,809		1,193,809
Deficit accumulated	(15,331,733	)	(15,153,153	)
	54,220		203,294
	87,603		223,408

We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

~~APPROVED~~In BYour ~~THE~~opinion, ~~BOARD~~these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2002 and 2001 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. As required by the Company Act of British Columbia, we report that, in our opinion, these principles have been applied on a consistent basis.

~~/s/~~ ~~William~~"DAVIDSON ~~Gardiner~~ & COMPANY" ~~Director~~

~~/s/~~ ~~Clar~~Vancouver, ~~Calvert Director~~Canada

~~APIVA VENTURES~~Chartered ~~LIMITED CONSOLIDATED~~Accountants ~~STATEMENT OF OPERATIONS AND DEFICIT FOR THE NINE MONTHS ENDED SEP 30, 2002 AND 2001 (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)~~

	Three Months ended Sep 30,				Nine Months ended Sep 30,
	2002		2001		2002		2001
	$		$		$		$
GENERAL AND ADMINISTRATIVE
Automobile	470		4,157		6,425		11,147
Bank charges	28		59		165		909
Consulting	-				15,800		169,562
Depreciation	-		747		581		2,241
Foreign exchange	-		(3,574	)	1,788		(3,415	)
Office and rent	6,995		21,390		33,920		57,988
Professional fees	2,153		9,479		59,512		81,969
Shareholder relations	5,121		6,257		8,240		15,705
Transfer agent and regulatory fees	2,540		2,389		9,700		6,912
Travel and accommodation	-		9,269		36		24,120
	17,307		219,485		136,167		367,138
OPERATING LOSS	17,307		219,485		136,167		367,138
INTEREST EXPENSE (EARNED), net	(6	)	(1,292	)	(155	)	(5,390	)
WRITE-OFF OF INTELLECTUAL
PROPERTY			-				-
WRITE-OFF OF MINERAL PROPERTY	-		-				-
RECOVERY OF JV EXPENDITURES	-		-				-
STOCK BASED COMPENSATION	-		-				-
WRITE-DOWN OF INVESTMENTS			254,445				254,445
OTHER INCOME	-		-				-
LOSS ON SALE OF EQUIPMENT	-		-				-
LOSS (GAIN) ON SALE OF
INVESTMENTS	-		14,966		42,682		(49,367	)
NET LOSS FOR THE PERIOD	(17,301	)	(487,604	)	(178,694	)	(566,826	)
DEFICIT, BEGINNING OF PERIOD	(15,314,546	)	(14,584,150	)	(15,153,153	)	(14,504,928	)
DEFICIT, END OF PERIOD	(15,331,847	)	(15,071,754	)	(15,331,847	)	(15,071,754	)

May 15, 2003

~~APIVA VENTURES~~A ~~LIMITED CONSOLIDATED~~Member ~~STATEMENT OF~~of ~~CHANGES~~SC ~~IN FINANCIAL POSITION~~ INTERNATIONAL ~~FOR THE NINE MONTHS ENDED Sep 30, 2002 AND 2001 (Expressed in Canadian Dollars) (Unaudited - Prepared by Management)~~

	Three Months ended Sep 30,				Nine Months ended Sep 30,
	2002		2001		2002		2001
OPERATING ACTIVITIES	$		$		$		$
Loss for the period	(17,301	)	(487,604	)	(178,694	)	(566,826	)
Items not involving cash
Decrease (Increase) in Operating Assets					29,448
Depreciation			747		581		2,241
Bank - US Exch	2,507				15,407
Minerial Properties					(62,793	)
Investment in Common Shares - US					46,600
Investment in Common Shares - US Ex					27,624
Write-off of mineral property	-		-		-		-
Write-off of intangible assets	-		-		-		-
Write-down of marketable securities	-		254,254		-		254,254
Recovery of joint venture	-		-		-		-
Loss on sale of investment			-				-
Loss on sale of equipment	-		-		-		-
Noncash stock-based compensation	-		169,312		-		169,312
Stock options issued to consultants	-		-		-		-
Change in non-cash working capital items
Accounts receivable	6,937		4,037		1,850		7,976
Prepaids	-		-		-		822
Accounts payable and accrued expenses	(10,149	)	(18,640	)	12,957		(4,142	)
Due to related party			-				(963	)
Due from shareholder	-		-		-		-
Due from joint venturers	-		-		-		-
Cash used in operating activities	(18,006	)	(77,894	)	(107,020	)	(137,326	)
INVESTING ACTIVITIES
Purchase of investment	-		(130,753	)	-		(328,481	)
Proceeds on sale of investment			47,198				231,817
Expenditures for mineral properties			-				-
Funds contributed by JV	-		-		-		-
	-		(83,555	)	-		(96,664	)
FINANCING ACTIVITIES
Shares issued for cash	16,906		-		29,506
Retained Earnings - Previous Year					1,376		-
	16,906		-		30,882		-
INCREASE (DECREASE) IN CASH DURING THE PERIOD	(1,100	)	(161,449	)	(76,138	)	(233,990	)
CASH - BEGINNING OF PERIOD	22,232		322,040		97,270		394,581
CASH - END OF PERIOD	21,132		160,591		21,132		160,591

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172

APIVA VENTURES LIMITED (A ~~Development~~BALANCE ~~Stage~~SHEETS ~~Company) NOTES~~AS TOAT ~~FINANCIAL~~DECEMBER ~~STATEMENTS (Unaudited – Prepared by Management)~~ 31

1. Accounting Policies:

		2002			2001



ASSETS

Current
Cash and cash equivalents	$	-		$	142,397
Marketable securities (Note 3)		-			74,224
Receivables		2,290			2,915


		2,290			219,536

Capital assets (Note 4)		3,291			3,872
Investment in partnership (Note 5)		100			-


Total assets	$	5,681		$	223,408



LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)

Current
Accounts payable and accrued liabilities	$	35,893		$	20,114


		35,893			20,114


Shareholders’ equity (deficiency)
Capital stock (Note 7)
Authorized
100,000,000 common shares without par value
Issued and outstanding
15,789,619 common shares (2001 – 15,676,619)		14,192,144			14,162,638
Additional paid-in capital		1,193,809			1,193,809
Deficit		(15,416,165	)		(15,153,153	)


Total shareholders' equity (deficiency)		(30,212	)		203,294


Total liabilities and shareholders' equity (deficiency)	$	5,681		$	223,408

~~Basis~~ ofNature ~~Presentation~~and -continuance ~~These~~of ~~interim~~operations ~~financial~~(Note ~~statements have~~1) ~~been prepared in accordance with Canadian generally accepted accounting~~ ~~principles.~~ Subsequent ~~The~~events ~~accounting policies followed in preparing these financial statements are those used by Apiva Ventures Limited~~ (~~the~~Note ~~“Company”~~13) as set out in the audited financial statements for the year ended December 31, 2001. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. These interim financial statements should be read together with the Company’s audited financial statements for the year ended December 31, 2001. In the opinion of management, all adjustments considered necessary for fair presentation have been included in these financial statements.

~~2. Share Capital~~On behalf of the Board:

~~100,000,000~~"Ronald ~~common~~W. ~~shares~~Noble” ~~without~~Director ~~par~~“Clair ~~value~~Calvert” Director Ronald W. Noble Clair Calvert

~~b. Issued~~The ~~and~~accompanying ~~outstanding:~~notes are an integral part of these financial statements.

	Number of Shares	Amount	Additional Paid-in Capital
Balance, June 30, 2002	15,724,619	$14,175,238	$1,193,809
Issuance during the period	65,000	16,906	-
Balance, September 30, 2002	15,789,619	$14,194,144	$1,193,809

APIVA VENTURES LIMITED

STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31

c. Options and warrants:

		2002			2001



EXPENSES
Amortization	$	581		$	2,988
Bank charges and interest		930			1,517
Foreign exchange (gain) loss		1,787			(5,408	)
Management fees		13,750			-
Mineral property costs (Note 6)		62,793			169,312
Office and general		32,212			68,810
Professional and consulting fees		73,937			120,571
Promotion and investor relations		19,016			36,558
Rent		8,750			10,800
Travel and automobile		6,728			43,674


		(220,484	)		(448,822	)


OTHER ITEMS
Interest and other income		154			8,125
Gain (loss) on sale of marketable securities		(42,682	)		61,409
Loss on disposal of capital assets		-			(2,450	)
Write-down of marketable securities		-			(266,487	)


		(42,528	)		(199,403	)


Loss for the year	$	(263,012	)	$	(648,225	)



Basic and diluted loss per share	$	(0.02	)	$	(0.04	)



Weighted average number of shares outstanding		15,742,307			15,496,345

~~1,341,500~~ ~~options~~The ~~were~~accompanying ~~outstanding~~notes ~~for~~are ~~the~~an ~~purchase~~integral ~~of common~~part ~~shares at prices ranging from US $0.17 to US $0.50 on or before January 15, 2006. 1,100,000 warrants were outstanding for the purchase~~ of ~~common~~these ~~shares at a price of US $0.50 on~~financial ~~or before April 16, 2004~~ statements.

~~3. Segmented Information:~~ APIVA VENTURES LIMITED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY)

The Company operates in Canada and is in the business of seeking opportunities in the technology area as well as searching for resource properties of merit in the mining or oil and gas industries.

	Capital Stock

											Total
						Additional					Shareholders'
		Number				Paid-in					Equity
		of Shares		Amount		Capital		Deficit			(Deficiency)



Balance, December 31, 2000		15,426,619	$	13,979,726	$	1,154,814	$	(14,504,928	)	$	629,612

Shares issued on exercise of options		50,000		13,600		-		-			13,600

Shares issued for acquisition of mineral
properties		200,000		169,312		-		-			169,312

Stock options issued to consultants		-		-		38,995		-			38,995

Loss for the year		-		-		-		(648,225	)		(648,225	)


Balance, December 31, 2001		15,676,619		14,162,638		1,193,809		(15,153,153	)		203,294

Shares issued on exercise of options		113,000		29,506		-		-			29,506

Loss for the year		-		-		-		(263,012	)		(263,012	)


Balance, December 31, 2002		15,789,619	$	14,192,144	$	1,193,809	$	(15,416,165	)	$	(30,212	)

~~4. Resource~~The accompanying notes are an integral part of these financial ~~Property:~~ statements.

~~The~~APIVA ~~Company~~VENTURES ~~announced~~LIMITED onSTATEMENTS ~~May~~OF ~~21,~~CASH ~~2002,~~FLOWS ~~that~~YEAR itENDED ~~had~~DECEMBER entered into an Option and Joint Venture Agreement (the “Agreement”) with Bell Coast Capital Corporation. This project has been abandoned and the $30,000 deposit paid to Bell Coast has been forfeited. 31

		2002			2001


CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year	$	(263,012	)	$	(648,225	)
Items not affecting cash:
Amortization		581			2,988
Loss on disposal of capital assets		-			2,450
(Gain) loss on sale of marketable securities		42,682			(61,409	)
Stock-based compensation paid as consulting fees		-			38,995
Mineral property costs paid by stock		-			169,312
Write-down of marketable securities		-			266,487

Changes in non-cash working capital items:
Decrease in receivables		625			8,817
Decrease in prepaid expenses		-			4,588
Decrease in due to related party		-			(963	)
Increase (decrease) in accounts payable and accrued liabilities		15,679			(816	)


Net cash used in operating activities		(203,445	)		(217,776	)


CASH FLOWS FROM FINANCING ACTIVITIES
Capital stock issued for cash		29,506			13,600


Net cash provided by financing activities		29,506			13,600


CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of capital assets		-			650
Purchase of marketable securities		-			(328,481	)
Proceeds on sale of marketable securities		31,542			279,823


Net cash used in investing activities		31,542			279,823


Change in cash and cash equivalents during the year		(142,397	)		(252,184	)

Cash and cash equivalents, beginning of year		142,397			394,581


Cash and cash equivalents, end of year	$	-		$	142,397


Cash and cash equivalents are comprised of the following:
Bank balances and money market funds	$	-		$	126,990
Short-term investments		-			15,407


	$	-		$	142,397


Cash paid during the year for:
Interest expense	$	-		$	-
Income taxes		-			-

Supplemental disclosure with respect to cash flows (Note 9)

The accompanying notes are an integral part of these financial statements.

APIVA VENTURES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2002

NATURE AND CONTINUANCE OF OPERATIONS

Apiva Ventures Limited (the "Company") was incorporated under the provisions of the Company Act of British Columbia.

During the previous fiscal year, the Company was predominantly involved in the business of identifying and reviewing opportunities in the technology field. As a secondary and incidental activity, the Company was also involved in the search for properties of merit in the mining or oil and gas industries.

During the current year, the Company’s principal business activity changed to the exploration of mineral properties and, accordingly, the Company is considered to be in the exploration stage.

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

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


		2002			2001


Deficit	$	(15,416,165	)	$	(15,153,153	)
Working capital (deficiency)		(33,603	)		199,422

SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP").

Use of estimates

The preparation of financial statements in accordance with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates.

APIVA VENTURES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2002

SIGNIFICANT ACCOUNTING POLICIES (cont'd…)

Foreign currency translation

Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the exchange rate in effect at the balance sheet date and non-monetary assets and liabilities at the exchange rates in effect at the time of the transaction. Revenues and expenses are translated at rates in effect at the time of the transaction. Gains and losses on translation are included in the results from operations.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three month or less.

Capital assets

Capital assets are carried at cost less accumulated amortization. Amortization is provided for using the declining balance method at a rate of 30% per annum for computer hardware.

Marketable securities

Marketable securities are carried at the lower of cost and market value.

Investment in partnership

The Company’s investment in a partnership is accounted for by the cost basis of accounting.

Mineral properties

The Company records its interests in mineral properties and areas of geological interest at cost less option payments received and other recoveries. All direct and indirect costs relating to the acquisition of these interests are capitalized on the basis of specific claim blocks or areas of geological interest until the properties to which they relate are placed into production, sold, abandoned or management has determined there to be an impairment. These costs will be amortized on the basis of units produced in relation to the proven reserves available on the related property following commencement of production. Mineral properties which are sold before that property reaches the production stage will have all revenues from the sale of the property credited against the cost of the property. Properties which have reached the production stage will have a gain or loss calculated based on the portion of that property sold.

The Company defers all exploration expenses relating to mineral properties and areas of geological interest until the properties to which they relate are placed into production, sold, abandoned or management has determined there to be an impairment. These costs will be amortized over the proven reserves available on the related property following commencement of production.

Values

The amounts shown for mineral properties represent costs incurred to date and are not intended to reflect present or future values.

APIVA VENTURES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2002

SIGNIFICANT ACCOUNTING POLICIES (cont'd…)

Cost of maintaining mineral properties

The Company does not accrue the estimated future costs of maintaining its mineral properties in good standing.

Environmental protection and rehabilitation costs

Liabilities related to environmental protection and rehabilitation costs are accrued and charged to income when their likelihood of occurrence is established. This includes future removal and site restoration costs as required due to environmental law or contracts.

Loss per share

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. For the years presented, this calculation proved to be anti-dilutive. At December 31, 2002 and 2001, the total number of potentially dilutive shares excluded from loss per share was 2,354,000 and 2,729,500, respectively.

Loss per share is calculated using the weighted-average number of shares outstanding during the year.

Stock options

The Company grants options as described in Note 7. Effective January 1, 2002, the Company adopted the new CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments”, which recommends the fair value-based methodology for measuring compensation costs. The new section also permits, and the Company has adopted, the use of the intrinsic value-based method, which recognizes compensation cost for awards to employees only when the market price exceeds the exercise price at date of grant, but requires pro-forma disclosure of earnings and earnings per share as if the fair value method had been adopted. Any consideration paid by the option holders to purchase shares is credited to capital stock.

Income taxes

The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the date of enactment or substantive enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

APIVA VENTURES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2002

MARKETABLE SECURITIES

The investment in marketable securities represented shares in a publicly-traded company which were carried at the lower of cost and quoted market value. During the current year, the Company sold its marketable securities for gross proceeds of $31,542, resulting in a loss on disposal of $42,682.

CAPITAL ASSETS


	2002						2001


				Accumulated		Net				Accumulated		Net
		Cost		Amortization		Book Value		Cost		Amortization		Book Value


Computer hardware	$	8,610	$	5,319	$	3,291	$	8,610	$	4,738	$	3,872

INVESTMENT IN PARTNERSHIP

During the current year, the Company formed a general partnership, 2002 Alberta Oil & Gas Co., (the “General Partnership”), with two other companies. The General Partnership acquired an interest in the 1999 Investment Co. Limited Partnership (the “Limited Partnership”). The Limited Partnership is an Alberta limited partnership involved in the petroleum and natural gas industry. Its assets consist primarily of royalties on petroleum and natural gas wells and related processing plants and facilities located in Alberta. The Company has a 27.66% interest in the General Partnership.

Subsequent to year-end, the Company received a cash distribution of $244,774 from the General Partnership.

MINERAL PROPERTIES


		Mongolia			Total


Balance, December 31, 2000 and 2001	$	-		$	-
Acquisition costs		62,793			62,793
Write-off of mineral property costs		(62,793	)		(62,793	)


Balance, December 31, 2002	$	-		$	-

APIVA VENTURES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2002

6.	MINERAL PROPERTIES (cont’d…) Mongolia Property During the current year, the Company was granted an option to acquire a 37.5% interest in certain mineral properties in Mongolia which are subject to a 2% net smelter royalty. As consideration, the Company paid a $62,793 deposit and was required to pay an additional US$30,000 within 30 days of closing, an additional US$55,000 within 60 days of closing and issue 715,000 common shares. Due to payment default and mutual termination, the option was cancelled during the current year and the Company forfeited its deposit of $62,793. Accordingly, mineral property costs of $62,793 have been charged to operations during the current year. East Wadi Araba Concession, Egypt The Company entered into an option agreement on September 5, 2001 with Dover Investments Limited ("Dover") to acquire a 10% of working interest in the East Wadi Araba Concession. Pursuant to the terms of the agreement, the purchase price payable by the Company was as follows:

	a)	Issue 200,000 common shares upon the signing of the agreement (issued at a value of $169,312 being the fair value of the shares at the date of issuance).

	b)	Issue 5,000,000 common shares of the Company upon completion of the agreement.

	c)	Pay $1,000,000 in cash subject to the Company’s efforts to obtain the necessary funds.

	The option agreement was terminated and, accordingly, the acquisition costs of $169,312 were charged to operations during the year ended December 31, 2001.

CAPITAL STOCK

In September 2001, the Company issued 200,000 common shares toward the acquisition of mineral properties at a value of US$0.54 per share for total consideration of CDN$169,312.

In November 2001, the Company issued 50,000 common shares at a price of US$0.17 per share for proceeds of $13,600 on the exercise of stock options.

In April 2002, June 2002 and July 2002, the Company issued 38,000, 10,000 and 65,000 common shares respectively, at a price of US$0.17 per share for net proceeds of $29,506 on the exercise of stock options.

Stock options

The Company's stock option plan provides for the issuance of options to directors, officers, employees and consultants of the Company to purchase common shares of the Company. Stock options are issuable, at the discretion of the Board of Directors, to acquire up to 10% of the issued and outstanding share capital of the Company and are exercisable for a period not exceeding 10 years and vest at the discretion of the Board of Directors.

APIVA VENTURES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2002

7.	CAPITAL STOCK (cont'd…) Stock option transactions are summarized as follows:

	2002					2001

					Weighted					Weighted
					Average					Average
		Number			Exercise		Number			Exercise
		of Shares			Price		of Shares			Price


Outstanding, beginning of year		1,629,500		US$	0.19		87,500		US$	0.50
Granted		-			-		1,592,000			0.17
Exercised		(113,000	)		0.17		(50,000	)		0.17
Expired/cancelled		(262,500	)		0.28		-			-


Outstanding, end of year		1,254,000		US$	0.17		1,629,500		US$	0.19

During the year ended December 31, 2001, 175,000 stock options were issued to non-employees and non-directors. Using the fair value method for stock-based compensation, consulting costs of $38,995 were recorded. This amount was determined using the Black-Scholes option pricing model assuming no dividends are to be paid, vesting occurring on the date of the grant, expected life of 5 years, a weighted average volatility of 177% and an annual risk free interest rate of 5.21%.

The following incentive stock options to acquire common shares are outstanding and exercisable at December 31, 2002:


Number	Exercise
of Shares	Price	Expiry Date


1,254,000	US$ 0.17	January 15, 2006

Warrants

Warrant transactions are summarized as follows:

	2002				2001

				Weighted				Weighted
				Average				Average
		Number		Exercise		Number		Exercise
		of Shares		Price		of Shares		Price


Outstanding, beginning of year		1,100,000	US$	0.50		1,100,000	US$	0.50
Granted		-		-		-		-


Outstanding, end of year		1,100,000	US$	0.50		1,100,000	US$	0.50

APIVA VENTURES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2002

CAPITAL STOCK (cont'd…)

Warrants (cont’d…)

As at December 31, 2002, 1,100,000 warrants were outstanding to acquire common shares of the Company at an exercise price of US$0.50 per share expiring on April 16, 2004.

INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

		2002			2001


Loss before income taxes	$	(263,012	)	$	(648,225	)


Expected income tax recovery	$	104,153		$	285,219
Non-deductible expenses for tax purposes		(33,208	)		(92,627	)
Limited partnership income subject to tax		(1,437,565	)		-
Recognized (unrecognized) benefit of non-capital losses		1,366,620			(192,592	)


	$	-		$	-

Partnership income accounted for on a cost basis is $Nil where as allocated partnership income for income tax purposes is $3,630,213.

The significant components of the Company's future income tax assets are as follows:

		2002			2001


Non-capital loss carryforwards	$	631,254		$	2,086,665
Capital assets		9,339			10,018
Resource expenditures		1,333,985			1,465,047
Other		362,810			433,705


		2,337,388			3,995,435
Less: Valuation allowance		(2,337,388	)		(3,995,435	)


	$	-		$	-

At December 31, 2002, the Company had non-capital loss carryforwards available to reduce future taxable income of approximately $1,670,000. These losses, if not utilized, will begin to expire in 2003. Subject to certain restrictions, the Company also has resource expenditures available to reduce taxable income in future years. Future tax benefits which may arise as a result of these non-capital losses, resource expenditures and other tax assets have not been recognized in these financial statements and have been offset by a valuation allowance.

APIVA VENTURES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2002

9.	SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS There were no significant non-cash transactions for the year ended December 31, 2002. The significant non-cash transaction for the year ended December 31, 2001 consisted of the Company issuing 200,000 common shares at a value of $169,312 toward the acquisition of mineral properties.

10.	RELATED PARTY TRANSACTIONS The Company entered into the following transactions with related parties: a) Paid management fees of $13,750 (2001 - $Nil) to a company controlled by a director of the Company. b) Paid rent of $8,750 (2001 - $10,800) to a company controlled by a director of the Company. These transactions were in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

11.	SEGMENTED INFORMATION Business information During the year ended December 31, 2002, the Company’s principal business activity was the exploration of mineral properties. For the year ended December 31, 2001, the Company operated predominately in the technology field except for mineral property costs of $169,312 incurred for the year ended December 31, 2001. Geographic information The Company operated primarily in Canada for the years ended December 31, 2002 and 2001. The Company’s total assets as at December 31, 2002 and 2001 were located primarily in Canada.

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

13.	SUBSEQUENT EVENTS The following events occurred subsequent to December 31, 2002: a) The Company received a cash distribution of $244,774 from its investment in partnership (Note 5) b) The Company loaned $100,000 to a company with a common director. The loan bears interest at a rate of 10% per annum, is unsecured and is due and payable on or before April 20, 2004.

APIVA VENTURES LIMITED

FINANCIAL STATEMENTS
(Unaudited – Prepared by Management)

THREE MONTH PERIOD ENDED
MARCH 31, 2003

APIVA VENTURES LIMITED

BALANCE SHEETS

(Unaudited – Prepared by Management)

		March 31,			December 31,
		2003			2002

					(Audited)

ASSETS

Current
Cash and cash equivalents	$	147,945		$	-
Receivables		3,595			2,290


Total current assets		151,540			2,290

Loan receivable (Note 5)		54,044			-
Capital assets		3,044			3,291
Investment in partnership (Note 4)		100			100


Total assets	$	208,728		$	5,681



LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)

Current
Accounts payable and accrued liabilities	$	22,857		$	35,893


Total current liabilities		22,857			35,893


Shareholders’ equity (deficiency)
Capital stock
Authorized
100,000,000 common shares without par value
Issued and outstanding
15,789,619 common shares (2002 – 15,789,619)		14,192,144			14,192,144
Additional paid-in capital		1,193,809			1,193,809
Deficit		(15,200,082	)		(15,416,165	)


Total shareholders' equity (deficiency)		185,871			(30,212	)


Total liabilities and shareholders' equity (deficiency)	$	208,728		$	5,681

On behalf of the Board:




_________________________Director	_________________________Director

The accompanying notes are an integral part of these financial statements.

APIVA VENTURES LIMITED

STATEMENTS OF OPERATIONS AND DEFICIT

(Unaudited – Prepared by Management)

THREE MONTH PERIOD ENDED MARCH 31

		2003			2002



EXPENSES
Amortization	$	247		$	290
Bank charges and interest		511			137
Foreign exchange (gain) loss		-			265
Management fees		6,264			3,750
Office and general		30			10,259
Professional and consulting fees		18,005			16,703
Promotion and investor relations		654			985
Rent		3,000			3,750
Travel and automobile		-			3,293


		(28,711	)		(39,432	)


OTHER ITEMS
Income from partnership (Note 4)		244,794			-
Gain (loss) on sale of marketable securities		-			(42,682	)


		244,794			(42,682	)


Income (loss) for the period		216,083			(82,114	)

Deficit, beginning of the period		(15,416,165	)		(15,153,153	)

Deficit, end of the period	$	(15,200,082	)	$	(15,235,267	)



Basic and diluted earnings (loss) per share	$	0.01		$	(0.01	)



Weighted average number of shares outstanding		15,789,619			15,679,619

The accompanying notes are an integral part of these financial statements.

APIVA VENTURES LIMITED

STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY)

(Unaudited – Prepared by Management)

	Capital Stock
											Total
						Additional					Shareholders’
		Number				Paid-in					Equity
		of Shares		Amount		Capital		Deficit			(Deficiency)



Balance, December 31, 2000		15,426,619	$	13,979,726	$	1,154,814	$	(14,504,928	)	$	629,612

Shares issued on exercise of options		50,000		13,600		-		-			13,600

Shares issued for acquisition of mineral
properties		200,000		169,312		-		-			169,312

Stock options issued to consultants		-		-		38,995		-			38,995

Loss for the year		-		-		-		(648,225	)		(648,225	)


Balance, December 31, 2001		15,676,619		14,162,638		1,193,809		(15,153,153	)		203,294

Shares issued on exercise of options		113,000		29,506		-		-			29,506

Loss for the year		-		-		-		(263,012	)		(263,012	)


Balance, December 31, 2002		15,789,619		14,192,144		1,193,809		(15,416,165	)		(30,212	)

Income for the period		-		-		-		216,083			216,083


Balance, March 31, 2003		15,789,619	$	14,192,144	$	1,193,809	$	(15,200,082	)	$	(185,871	)

The accompanying notes are an integral part of these financial statements.

APIVA VENTURES LIMITED

STATEMENTS OF CASH FLOWS

(Unaudited – Prepared by Management)

THREE MONTH PERIOD ENDED MARCH 31

		2003			2002



CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) for the period	$	216,083		$	(82,114	)
Items not affecting cash:
Amortization		247			290
Loss on sale of marketable securities		-			42,682

Changes in non-cash working capital items:
Increase in receivables		(1,305	)		(867	)
Increase in due to related party		-			963
Decrease in accounts payable and accrued liabilities		(13,036	)		(5,226	)


Net cash provided by (used in) operating activities		201,989			(44,272	)


CASH FLOWS FROM INVESTING ACTIVITIES
Loan receivable		(54,044	)		-
Proceeds on sale of marketable securities		-			31,542


Net cash provided by investing activities		(54,044	)		31,542


Change in cash and cash equivalents during the period		147,945			(12,730	)

Cash and cash equivalents, beginning of period		-			142,397


Cash and cash equivalents, end of period	$	147,945		$	129,667

The accompanying notes are an integral part of these financial statements.

APIVA VENTURES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited – Prepared by Management)

MARCH 31, 2003

BASIS OF PRESENTATION

The financial statements contained herein include the accounts of Apiva Ventures Limited (the "Company").

The interim period financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles. All financial summaries included are presented on a comparative and consistent basis showing the figures for the corresponding period in the preceding year. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual financial statements. Certain inform and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These interim period statements should be read together with the audited financial statements and the accompanying notes included in the Company's latest annual report. In the opinion of the Company, its unaudited interim financial statements contain all adjustments necessary in order to present a fair statement of the results of the interim periods presented.

NATURE OF OPERATIONS

The Company was incorporated under the provisions of the Company Act of British Columbia.

The Company’s principal business activity is the exploration of mineral properties and currently the Company is considered to be in the exploration stage.


		March 31,			December 31,
		2003			2002

					(Audited)

Deficit	$	(15,200,082	)	$	(15,416,165	)
Working capital (deficiency)		128,683			(33,603	)

3.	EARNINGS (LOSS) PER SHARE Earnings (loss) per share is calculated using the weighted-average number of shares outstanding during the period.

APIVA VENTURES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited – Prepared by Management)

MARCH 31, 2003

4.	INVESTMENT IN PARTNERSHIP During 2002, the Company formed a general partnership, 2002 Alberta Oil & Gas Co., (the “General Partnership”), with two other companies. The General Partnership acquired an interest in the 1999 Investment Co. Limited Partnership (the “Limited Partnership”). The Limited Partnership is an Alberta limited partnership involved in the petroleum and natural gas industry. Its assets consist primarily of royalties on petroleum and natural gas wells and related processing plants and facilities located in Alberta. The Company has a 27.66% interest in the General Partnership. During the period, the Company received a cash distribution of $244,794 from the General Partnership.

5.	RELATED PARTY TRANSACTIONS The Company entered into the following transactions with related parties: a) Paid management fees of $3,750 (2002 - $3,750) to a company controlled by a director of the Company. b) Paid rent of $3,000 (2002 -$3,750) to a company controlled by a director of the Company. The Company loaned $54,044 to a company with a common director during the period. The loan bears interest at a rate of 10% per annum, is unsecured and is due and payable on or before April 20, 2004. Subsequent to the quarter, the Company loaned an additional $45,956 to the company with a common director. This amount bears interest at a rate of 10% per annum, is unsecured and is due and payable on or before April 20, 2004. These transactions were in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

6.	SEGMENTED INFORMATION The Company currently conducts substantially all of its operations in Canada in one business segment.

APIVA VENTURES LIMITED
235 - 7080 River Road
Richmond, B.C.
V6X 1X5
(604) 252-9599
Fax (604) 248-2272
(OTCBB: APVLF)

NEWS RELEASE

Vancouver, B.C. June 17, 2003 William Gardiner has resigned as President, Chief Executive Officer and as a director of Apiva Ventures Limited (the “Company”) effective immediately.

Ronald W. Noble has been appointed as the President of the Company.

APIVA VENTURES LIMITED

per:

“Ronald W. Noble”
Ronald W. Noble, President

THE SEC AND THE NASD HAVE NOT REVIEWED AND DO NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

Certain matters discussed in this press release are “forward-looking statements.” These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company “expects”, “anticipates” or words of similar import. Similarly, statements that describe the Company’s future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties, including the financial performance of the Company and market valuations of its stock, which could cause actual results to differ materially from those currently anticipated. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained. Shareholders, potential investors and other readers are urged to consider theses factors carefully in evaluating any forward-looking statements. Forward-looking statements made herein are only made as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

APIVA VENTURES LIMITED
16, 6350 – 48 A Avenue
Delta, B.C.
V4K 4W3
(604) 940-1555
Fax (604) 940-1555
(OTCBB: APVLF)

NEWS RELEASE

Vancouver, B.C. June 26, 2003 Apiva Ventures Ltd. (the “Company”) wishes to confirm the following;

Effective June 17^th, 2003 Mr. Ronald W. Noble resigned as Secretary and was appointed as the President of the Company effective immediately. Also on June 17^th, 2003 Mr. Clair Calvert resigned as V.P. of Corporate Development and on June 18^th, 2003 was appointed as Secretary for the Company. Mr. Fred Wilson remains as a Director only. Mr. William Gardiner resigned from the position of President, CEO and Director effective June 17th, 2003 due to an unauthorized loan not approved by the Board of Directors.

APIVA VENTURES LIMITED

per:

“Ronald W. Noble”
Ronald W. Noble, President

THE SEC AND THE NASD HAVE NOT REVIEWED AND DO NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

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