Edgar Filing: COVENTURE INTERNATIONAL INC

As filed with the Securities and Exchange Commission on June __, 2002

Commission File No. 333-______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

Registration Statement Under
THE SECURITIES ACT OF 1933

COVENTURE INTERNATIONAL INC.
----------------------------
(Exact name of registrant as specified in charter)

Delaware 7392 98-0231607
------------ ---------- --------------
(State or other jurisdiction (Primary Standard Classi- (IRS Employer
of incorporation) fication Code Number) I.D. Number)

Suite 174, 3359-27th Street N.E.
Calgary, Alberta T1Y 5E4
(403) 219-8880
----------- ---------------
(Address and telephone number of principal executive offices)

Suite 174, 3359-27th Street N.E.
Calgary, Alberta T1Y 5E4
(Address of principal place of business or intended principal place of business)

John Hromyk
Suite 174, 3359-27th Street N.E.
Calgary, Alberta T1Y 5E4
(403) 219-8880
------------------------- ---------------
(Name, address and telephone number of agent for service)

Copies of all communications, including all communications sent to
the agent for service, should be sent to:

William T. Hart, Esq.
Hart & Trinen, LLP
1624 Washington Street
Denver, Colorado 80203
303-839-0061

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X].

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
==============================================================================

Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
---------- ---------- ----------- ------------- ------------

Common stock (2) 1,663,300 $0.25 $415,825 $39
------------------------------------------------------------------------------
Total
------------------------------------------------------------------------------

(1) Offering price computed in accordance with Rule 457 (c).
(2) Shares of common stock offered by selling stockholders.

Pursuant to Rule 416, this Registration Statement includes such
indeterminate number of additional securities as may be required for issuance
upon the exercise of the options or warrants as a result of any adjustment in
the number of securities issuable by reason of the options or warrants.

The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

PROSPECTUS

COVENTURE INTERNATIONAL INC.

Common Stock

By means of this prospectus certain shareholders of Coventure
International Inc. are offering to sell up to 1,663,300 shares of common stock.

Coventure will not receive any proceeds from the sale of the common stock
by the selling stockholders. Coventure will pay for the expenses of this
offering.

As of the date of this prospectus there was no public market for
Coventure's common stock.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

These securities are speculative and involve a high degree of risk. For a
description of certain important factors that should be considered by
prospective investors, see "Risk Factors" beginning on page ____ of this
Prospectus.

The date of this prospectus is June ____, 2002

PROSPECTUS SUMMARY

We plan to be a North American provider of management consulting products
and services to a network of regionally licensed operators. We plan to provide
pro-active solutions to increase our client's profitability through strategic
analysis, planning, consulting and coaching. Our licensees will provide our
clients with an enhanced understanding of local economic conditions and domestic
factors that impact a business in that area. Our core services may be described
as preventative maintenance programs which pinpoint inefficiencies and trouble
spots in a business before they cause significant erosion or crisis.

We plan to deliver value to our clients and to charge a competitive rate
for our services. Our initial focus will be on the development of Canadian and
American markets.

We have commenced operations and have tested the Coventure Analysis
methodologies on a mid-sized firm located in Calgary, Alberta. The results
proved that the methodology for assessing business dysfunction was sound,
however management is refining the process of presenting the results to the
client. Our website, www.coventure.com , became active in May 2002.

Our offices are located at Suite 174, 3359-27th Street N.E. Calgary,
Alberta T1Y 5E4. Our telephone number is (403) 219-8880 and our fax number is
(403) 219-8881.

The Offering

By means of this prospectus certain of our shareholders are offering to
sell up to 1,663,300 shares of common stock. We refer to the owners of these
shares as the selling shareholders in this prospectus.

As of June 15, 2002, we had 6,718,200 issued and outstanding shares of
common stock.

We will not receive any proceeds from the sale of the shares by selling
shareholders.

The purchase of the securities offered by this prospectus involves a high
degree of risk. Risk factors include the lack of revenues and history of loss,
and the need for additional capital. See the "Risk Factors" section of this
prospectus for additional Risk Factors.

Summary Financial Data

The financial data presented below should be read in conjunction with the
more detailed financial statements and related notes which are included
elsewhere in this prospectus along with the section entitled "Management's
Discussion and Analysis and Plan of Operations."

Results of Operations:

Nine Months
Ended April 30, Year Ended
2002 July 31,
-------------- ----------
2001

Operating Expenses $(35,691) $(17,333)
---------
Net Loss
$(33,013) $(17,333)
=========
Balance Sheet Data:

April 30, 2002 July 31, 2001
-------------- -------------

Current Assets $ 2,901 $ 301
Total Assets 2,901 1,301
Current Liabilities 22,159 3,229
Total Liabilities 22,159 3,229
Working Capital (Deficit) (19,258) (2,928)
Stockholders' Equity (Deficit) (19,258) (1,928)

Forward Looking Statements

This prospectus contains various forward-looking statements that are based
on our beliefs as well as assumptions made by and information currently
available to us. When used in this prospectus, the words "believe", "expect",
"anticipate", "estimate" and similar expressions are intended to identify
forward-looking statements. Such statements may include statements regarding
seeking business opportunities, payment of operating expenses, and the like, and
are subject to certain risks, uncertainties and assumptions which could cause
actual results to differ materially from our projections or estimates. Factors
which could cause actual results to differ materially are discussed at length
under the heading "Risk Factors". Should one or more of the enumerated risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected. Investors should not place undue reliance on forward-looking
statements, all of which speak only as of the date made.

RISK FACTORS

The securities being offered hereby are highly speculative and prospective
investors should consider, among others, the following factors related to the
business, operations and financial position of Coventure.

We have limited operations, a history of losses and we may never be profitable.
We are in the development stage and have generated $2,678 in revenue from
operations. We have never earned a profit. As of April 30, 2002 our accumulated
deficit was $65,740. We expect to incur additional losses during the forseeable
future and we may never earn a profit. There can be no assurance that we will be
profitable or that the shares offered by this prospectus will have any value.

We need additional capital before we can begin operations. We need approximately
$50,000 to begin our marketing program. There can be no assurance that we will
be able to obtain any additional capital. Our failure to obtain the capital
which we require will result in the slower implementation of our business plan
or our inability to implement our business plan.

There is no market for our common stock and a market for our common stock may
never develop. As of the date of this prospectus there was no public market for
our common stock. Trades of our common stock, should a market ever develop, will
be subject to Rule 15g-9 of the Securities and Exchange Commission, which rule
imposes certain requirements on broker/dealers who sell securities subject to
the rule to persons other than established customers and accredited investors.
For transactions covered by the rule, brokers/dealers must make a special
suitability determination for purchasers of the securities and receive the
purchaser's written agreement to the transaction prior to sale. The Securities
and Exchange Commission also has rules that regulate broker/dealer practices in
connection with transactions in "penny stocks". Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in that security is provided by the exchange or system). The penny
stock rules require a broker/ dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk disclosure
document prepared by the Commission that provides information about penny stocks
and the nature and level of risks in the penny stock market. The broker/dealer
also must provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker/dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. The bid and offer quotations, and
the broker/dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer's confirmation.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for our common stock. As a result of
these rules, investors in this offering, should a market for our shares ever
develop, may find it difficult to sell their shares.

We may not be able to compete with other companies providing similar services.
Many of our competitors have greater name recognition and greater financial,
management and marketing resources than we have. In addition, other potential
competitors could begin offering services similar to those which we plan to
provide in a relatively short period of time.

Market for Common STOCK.

Our common stock is not quoted on any exchange and there is no public
trading market.

As of June 15, 2002, we had 6,718,200 issued and outstanding shares of
common stock and approximately 39 shareholders of record. We do not have any
outstanding options, warrants or other arrangements providing for the issuance
of additional shares of our capital stock.

Holders of our common stock are entitled to receive such dividends as may
be declared by our Board of Directors. The Board of Directors is not obligated
to declare a dividend. No dividends have ever been declared and we do not
anticipate or intend upon paying dividends for the foreseeable future.

Our Articles of Incorporation authorize our Board of Directors to issue up
to 5,000,000 shares of Preferred Stock. The provisions in the Articles of
Incorporation relating to the Preferred Stock allow our directors to issue
Preferred Stock with multiple votes per share and dividend rights which would
have priority over any dividends paid with respect to the holders of our common
stock. The issuance of Preferred Stock with these rights may make the removal of
management difficult even if the removal would be considered beneficial to
shareholders generally, and will have the effect of limiting shareholder
participation in certain transactions such as mergers or tender offers if these
transactions are not favored by our management.

Management's discussion and Analysis
AND plan of operationS

Our plan of business encompasses the following steps.

o Raise capital of $250,000 through the sale of equity securities through a
private placement prior to December 31st, 2002
o Refine, market and expand our business plan and begin our licensing program
o Hire and train an outside sales force, analysts and consultants

We have made initial progress in implementing our business. Our website,
www.coventure.com became active in May 2002.

We will face considerable risks in each step of our business plan, such as
the anticipated difficulty in providing substantiated market performance to
those wishing to license a regional territory. Other anticipated challenges
include finding and developing our employees, competitive pressures and negative
economic conditions.

We do not anticipate generating positive cash flow during the first year
of operations and, therefore, anticipate obtaining the capital which we will
require through a combination of debt and equity financing. There is no
assurance that we will be able to obtain capital we will need or that our
estimates of our capital requirements will prove to be accurate. As of the date
of this prospectus we did not have any commitments from any source to provide
additional capital.

If no funding is received during the next twelve months, we will be forced
to rely on our existing cash in the bank and funds loaned by management. Our
management has no formal commitments or arrangements to advance or loan funds to
us. In such a restricted cash flow scenario, we would be unable to complete our
business plan, and would, instead, delay all cash intensive activities. Without
necessary cash flow, we may be dormant during the next twelve months, or until
such time as necessary funds can be raised.

Year ended July 31, 2001: Activity during the year ended July 31, 2001 was
confined to the development of a business plan and securing an Internet website.

Nine months ended April 30, 2002: During the nine months ended April 30,
2002 the Company's operations used $27,682 in cash. Operating capital was
provided by the sale of the Company's common stock ($20,000) and a loan of
$10,000 from John Hromyk, an officer and director of the Company.

BUSINESS

We were incorporated in Delaware on March 31, 1999 as Bullet Environmental
Systems, Inc. and on May 25, 2000 we changed our name to Liquidpure Corp. On
February 14, 2002 we changed our name to Coventure International Inc. Our
original business plan involved the manufacturing and marketing of potable and
waste-water treatment systems to various commercial, agricultural, and
industrial markets. However, on October 1, 2001 the agreement under which this
plan of business originated was terminated. Management is implementing a new
business plan that is designed to provide consulting services to small and
medium sized businesses in North America.

We have tested the Coventure Analysis methodologies on a mid-sized firm
located in Calgary, Alberta. The results proved that the methodology for
assessing business dysfunction was sound, however management is refining the
process of presenting the results to the client. Our website, www.coventure.com
became active in May 2002.

We plan to deliver value to our clients and to charge a competitive rate
for our services. Our initial focus will be on the development of Canadian and
American markets.

Principal Products or Services

Diagnostic Assessment
Our Business Analysts will be trained to conduct an exhaustive Diagnostic Study.
The Diagnostic Study will reveal the unique conditions, concerns and procedures
that each individual business possesses. Upon completion of the Diagnostic
Survey, the Analyst will provide a confidential review and report of the
findings, with recommendations.

Strategic Document Development
The planning stage will build on the information provided by the Diagnostic
Survey provided. The planning team will evaluate the analysis, prioritize the
findings, and propose solutions incorporated into the Strategic and Operating
Plan.

Consulting Services
Pending the recommendations outlined in the analysis and the business plan, a
consulting program will be recommended to address those factors necessary to
achieve optimal levels of profitability.

Coaching Services
Accountability is frequently absent in the world of the small business owner. We
plan to provide the guidance and counseling to keep the owner on track in the
development of his business.

Licensing

Unlike most competing firms that target small businesses on a nation-wide
basis, we plan to secure regional representation through licensing exclusive
territories to third parties.

Licensee candidates will be chosen for their past experience, personality,
education and passion for the small business sector. The amount paid to us as a
licensing fee will provide the licensee with all of the appropriate training for
their regional staff, promotional and diagnostic materials, regional
advertising, the initiation of a telemarketing program, some equipment, software
and most legal costs. All revenues generated by the regional licensee will be
billed through us and an average commission of 15% will be paid to the licensee.
All telephone, regional travel, entertainment and overhead costs in a territory
will be the responsibility of the licensee.

A licensee will be formally reviewed each quarter. Annual and quarterly
targets will be established prior to each new fiscal period. A manager will be
assigned to assist and guide the licensee and his operatives in securing their
targets. Upon two consecutive quarterly targets being not met, the licensee will
receive a warning that his territory is in jeopardy of being revoked. If
attempts to remedy the licensee's territory have proved unsuccessful the
territory will be reassigned and the licensee will lose their licensing fee. A
non-competition agreement will keep licensees from consulting in the regional
market for a period of one year. We plan to license three markets in 2002.

Offices and Employees

We do not have any full-time employees. We have one part-time employee,
John Hromyk, who is our sole officer and director. Mr. Hromyk is involved in
other full-time business activities and acts as an officer on a part-time basis
as needed. Hiring of other management, staff and consultants will occur
incrementally as funds become available and the need arises. We have no
collective bargaining agreements or employment agreements in existence.

We have no material assets and, as such, we do not own any real or
personal property. We currently operate out of rented space located at Suite
174, 3359 - 27th Street, N.E., Calgary, Alberta. We rent this space at a cost of
$100 per month. We believe that this space is sufficient at this time.

Management

Name Age Position

John Hromyk 41 President, Secretary, Treasurer and a
director

John Hromyk has been our officer and director since August 30, 2001. From
May 1999 to June 2001 he was the sole proprietor of Banded Peak Venture
Services, a business development and management-consulting firm located in
Calgary, Alberta. For three years prior he was the founder and president of
Hillside Estate Winery Ltd. located in Penticton, British Columbia. From June
1985 to April 1996 Mr. Hromyk was a contract magazine publisher for numerous
Canadian regional and national periodicals. Educated in Vancouver, British
Columbia Mr. Hromyk studied biological sciences from 1980 to 1984 at Vancouver
Community College (Langara) and at the University of British Columbia. He also
completed a Diploma Program in Business Administration and Marketing from
Capilano College in North Vancouver in 1986.

Each director holds office until his successor is duly elected by the
stockholders. Executive officers serve at the pleasure of the board of
directors. John Hromyk devotes a limited amount of his time to our business.

Executive Compensation.

The following table sets forth in summary form the compensation received
by our Chief Executive Officer. None of our former or current executive officers
have ever received in excess of $100,000 in compensation during any fiscal year.

Name and Fiscal Other Annual Restricted Options
Principal Position Year Salary Bonus Compensation Stock Awards Granted

John Hromyk 2002 0 0 $12,598 0 0
President since
August 2001
Amar Bahadoorsingh 2001 0 0 0 0 0
President prior to
August 2001

We do not have any consulting or employment agreements with any officer or
director of the Company.

Our board of directors may increase the compensation paid to our officers
depending upon a variety of factors, including the results of our future
operations.

Options Granted During Fiscal Year Ending July 31, 2001:
--------------------------------------------------------
None.

Long Term Incentive Plans - Awards in Last Fiscal Year

None.

Employee Pension, Profit Sharing or other Retirement Plans

We do not have a defined benefit, pension plan, profit sharing or other
retirement plan, although we may adopt one or more of such plans in the future.

Directors' Compensation

At present we do not pay our directors for attending meetings of the board
of directors, although we expect to adopt a director compensation policy in the
future. We have no standard arrangement pursuant to which our directors are
compensated for any services provided as a director or for committee
participation or special assignments.

Except as disclosed elsewhere in this prospectus none of our directors
received any compensation from us during the year ended July 31, 2001.

Transactions with Related Parties and Recent Sales of Unregistered Securities

In March 1999 we sold 1,000,000 shares of our common stock to Century
Capital Management Ltd., a company controlled by a former president and
director, for $100.

In October 1999 we issued 7,000,000 shares of our common stock to Brett
Walker, a former officer and director, for services rendered valued at $700.

In July 2000 we sold 2,568,200 shares of common stock to twenty-two
investors, all residents of Missouri, for cash in the amount of $25,682.

In November 2000 Mr. Walker sold his 7,000,000 shares of common stock to
Amar Bahadoorsingh.

In August 2001 Mr. Bahadoorsingh, who was then our President, sold
6,500,000 shares to John Hromyk for $650 in cash. Following this sale, and
effective August 30, 2001, Mr. Bahadoorsingh resigned as an officer and director
and appointed Mr. Hromyk as a director.

In September 2001 Mr. Bahadoorsingh sold his remaining 500,000 shares to
John Hromyk for $50 in cash. In September 2001 and February 2002 Mr. Hromyk
acquired the 1,000,000 shares originally sold to Century Capital Management for
$100 in cash.

In April 2002 Mr. Hromyk acquired 2,054,900 shares of common stock from
ten of the shareholders who purchased shares in the July 2000 private placement.

In May 2002 we sold 150,000 shares of our common stock to two investors
for cash of $37,500.

In May 2002 Mr. Hromyk returned 4,000,000 shares of common stock to the
Company for cancellation.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of June 15, 2002, information with
respect to the only persons owning beneficially 5% or more of our outstanding
common stock and the number and percentage of outstanding shares owned by each
of our directors and officers and by our officers and directors as a group.
Unless otherwise indicated, each owner has sole voting and investment powers
over his shares of common stock.

Shares of Percent of
Name and Address Common Stock Class

John Hromyk 6,134,900 (1) 90%
PO Box 731
Bragg Creek, Alberta
Canada T0L 0K0

All Officers and Directors 6,134,900 (1) 90%
as a group (1 person)

(1) includes 80,000 shares owned by Mr. Hromyk's wife.

SELLING SHAREHOLDERS

This prospectus relates the sale of shares of our common stock by the
persons listed in the following table.

The owners of the common stock to be sold by means of this prospectus are
referred to as the "selling shareholders".

We will not receive any proceeds from the sale of the shares by the
selling shareholders. The selling shareholders may resell the shares they
acquire by means of this prospectus from time to time in the public market. We
will pay all costs of registering the shares offered by the selling
shareholders. The selling shareholders will pay all other costs of the sale of
the shares offered by them.

Shares to
be Share
Sold in Ownership
Shares this After
Name Owned Offering Offering
------------------------------------------------------------------

Leonard Betz 1,600 1,600 --
James Bommarito 1,600 1,600 --
Vincent Bommarito 1,500 1,500 --
Joseph Buck 1,000 1,000 --
Susan C. Buescher Revocable
Trust DTD 1,500 1,500 --
Cindy Burkholder 20,000 20,000 --
Elaine Burkholder 20,000 20,000 --
Lee Burkholder 20,000 20,000 --
Don Cihelka 70,000 70,000 --
Brian Clark 1,000 1,000 --
Doug Coles 25,000 25,000 --
Helen Cotterchio 30,000 30,000 --
Michael R. Crimmins 1,000 1,000 --
Randy Graf 25,000 25,000 --
Marty Hansen 15,000 15,000 --
Kari Henkel 45,000 45,000 --
Jacquie Hromyk 80,000 80,000 --
John Hromyk 6,054,900 1,000,000 5,054,900 *
James E. Hullverson, Jr. 1,000 1,000 --
James E. Hullverson, Sr. 1,000 1,000 --
Joan Kitz 20,000 20,000 --
Stephen M. Leshe 1,000 1,000 --
Christie Libin 25,000 25,000 --
Sean Libin 25,000 25,000 --
Norman Merry 20,000 20,000 --
Jeanette Moran 35,000 35,000 --
Ken Nilsson 30,000 30,000 --
Roger Placke 1,000 1,000 --
Gerri Polis 50,100 50,100 --
Christopher L. Powers 1,000 1,000 --
Howard Rains 20,000 20,000 --
Terry Rains 30,000 30,000 --
Vivian Shearer 15,000 15,000 --
Christopher Suntrup 1,000 1,000 --
Craig Suntrup 1,000 1,000 --
Jack Walsh 1,000 1,000 --
Brenna Wardrop 15,000 15,000 --
Richard Wuestling IV 1,000 1,000 --
Rozlyn Zuehlke 10,000 10,000 --
-----------
1,663,300
* Represents 75% of our issued and outstanding shares.

Manner of Sale.

The shares of common stock owned, or which may be acquired, by the selling
shareholders may be offered and sold by means of this prospectus from time to
time as market conditions permit in the over-the-counter market, or otherwise,
at prices and terms then prevailing or at prices related to the then-current
market price, or in negotiated transactions. These shares may be sold by one or
more of the following methods, without limitation:

o a block trade in which a broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o face-to-face transactions between sellers and purchasers without a
broker/dealer.

In competing sales, brokers or dealers engaged by the selling shareholders
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from selling shareholders in amounts to be
negotiated.

The selling shareholders and any broker/dealers who act in connection with
the sale of the shares may be deemed to be "underwriters" within the meaning of
ss.2(11) of the Securities Acts of 1933, and any commissions received by them
and any profit on any resale of the shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. We have agreed
to indemnify the selling shareholders and any securities broker/dealers who may
be deemed to be underwriters against certain liabilities, including liabilities
under the Securities Act as underwriters or otherwise.

We have advised the selling shareholders that they and any securities
broker/dealers or others who may be deemed to be statutory underwriters will be
subject to the prospectus delivery requirements under the Securities Act of
1933. We have also advised each selling shareholder that in the event of a
"distribution" of the shares owned by the selling shareholder, such selling
shareholder, any "affiliated purchasers", and any broker/dealer or other person
who participates in the distribution may be subject to Rule 102 under the
Securities Exchange Act of 1934 ("1934 Act") until their participation in that
distribution is completed. Rule 102 makes it unlawful for any person who is
participating in a distribution to bid for or purchase stock of the same class
as is the subject of the distribution. A "distribution" is defined in Rule 102
as an offering of securities "that is distinguished from ordinary trading
transactions by the magnitude of the offering and the presence of special
selling efforts and selling methods". We have also advised the selling
shareholders that Rule 101 under the 1934 Act prohibits any "stabilizing bid" or
"stabilizing purchase" for the purpose of pegging, fixing or stabilizing the
price of the common stock in connection with this offering.

DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 30,000,000 shares of common stock. As of June 15,
2002 we had 6,718,200 outstanding shares of common stock. Holders of common
stock are each entitled to cast one vote for each share held of record on all
matters presented to shareholders. Cumulative voting is not allowed; hence, the
holders of a majority of the outstanding common stock can elect all directors.

Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available and, in the
event of liquidation, to share pro rata in any distribution of our assets after
payment of liabilities. The Board of Directors is not obligated to declare a
dividend and it is not anticipated that dividends will ever be paid.

Holders of common stock do not have preemptive rights to subscribe to
additional shares of our common stock. There are no conversion, redemption,
sinking fund or similar provisions regarding the common stock.

Preferred Stock

We have authorized to issue up to 5,000,000 shares of preferred stock. Our
Certificate of Incorporation provides that our Board of Directors has the
authority to divide the preferred stock into series and, within the limitations
provided by Delaware statute, to fix by resolution the voting power,
designations, preferences, and relative participation, special rights, and the
qualifications, limitations or restrictions of the shares of any series of
preferred stock. As the Board of Directors has authority to establish the terms
of, and to issue, the preferred stock without shareholder approval, the
preferred stock could be issued to defend against any attempted hostile
takeover.

LEGAL PROCEEDINGS

We are not involved in any pending or threatened legal proceeding.

EXPERTS

The financial statements included in this prospectus for the years ended
July 31, 2001 and 2000 have been included in reliance on the report of N.I
Cameron Inc., independent accountants, given on authority of said firm as
experts in auditing and accounting.

INDEMNIFICATION

Our Bylaws authorize indemnification of any director, officer, employee or
agent against expenses incurred by him in connection with any action, suit, or
proceeding to which he is named a party by reason of his having acted or served
in such capacity, except for liabilities arising from his own misconduct or
negligence in performance of his duty. In addition, even a director, officer,
employee, or agent who was found liable for misconduct or negligence in the
performance of his duty may obtain such indemnification if, in view of all the
circumstances in the case, a court of competent jurisdiction determines such
person is fairly and reasonably entitled to indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or controlling persons pursuant to
the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.

AVAILABLE INFORMATION

We are subject to the informational requirements of the Securities
Exchange Act of l934 and in accordance therewith are required to file reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Copies of any such reports, proxy statements and
other information filed by us can be inspected and copied at the public
reference facility maintained by the Securities and Exchange Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. and at the Securities and
Exchange Commission's Regional offices in New York (7 World Trade Center, Suite
1300, New York, New York 10048) and Chicago (Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511). Copies of such
material can be obtained from the Public Reference Section of the Securities and
Exchange Commission at its office in Washington, D.C. 20549 at prescribed rates.
Certain information concerning us is also available at the Internet Web Site
maintained by the Securities and Exchange Commission at www.sec.gov. We have
filed with the Securities and Exchange Commission a Registration Statement on
Form SB-2 (together with all amendments and exhibits) under the Securities Act
of 1933, as amended (the "Act"), with respect to the Securities offered by this
prospectus. This prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Securities and Exchange Commission. For
further information, reference is made to the Registration Statement.

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Financial Statements
July 31, 2001 and July 31, 2000

REPORT OF INDEPENDENT AUDITOR

To the Stockholders of
Coventure International Inc.
(formerly Liquidpure Corp.)

We have audited the accompanying balance sheets of Coventure International Inc.
(a development stage enterprise) as of July 31, 2001 and 2000 and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
year ended July 31, 2001 and for each of the periods from March 31, 1999 (date
of incorporation) to July 31, 2001 and 2000. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance about 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. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Liquidpure Corp. at July 31,
2001 and 2000, and the results of its operations and its cash flows for the
years ended July 31, 2001 and July 31, 2000 and for each of the periods from
March 31, 1999 (date of incorporation) to July 31, 2001 and 2000, in conformity
with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is in the development stage, has no
established source of revenue and is dependent on its ability to raise capital
from stockholders or other sources to sustain operations. These factors, along
with other matters as set forth in Note 1, raise doubt that the Company will be
able to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ N.I. Cameron Inc.
Vancouver, Canada, CHARTERED ACCOUNTANTS
March 6, 2002

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Balance Sheets

(expressed in U.S. dollars)

ASSETS

July 31 July 31
2001 2000
---------------------------

CURRENT
Cash $ 301 $ 16,508

LICENSE, at cost (Notes 2 and 4) 1,000 1,000
--------------------------

$ 1,301 $ 17,508
=========================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 3,229 $ 2,103
------------------------

STOCKHOLDERS' EQUITY (DEFICIT)
Share capital (Note 3)
Common stock - $0.0001 par value
30,000,000 authorized; 10,568,200 issued and
outstanding (1999 - 1,000,000) 1,057 1,057
Preferred stock - $0.0001 par value
5,000,000 authorized - -
Additional paid-in capital 25,425 25,425
Deficit accumulated in the development stage (28,410) (11,077)
-------------------------
(1,928) 15,405
--------------------------

$ 1,301 $ 17,508
=========================

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

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Statements of Operations

(expressed in U.S. dollars)

Period from Period from
March 31, March 31,
1999 1999
(date of (date of
Year Ended Year Ended incorporation)incorporation)
July 31, July 31, to July 31, to July 31,
2001 2000 2001 2000
-----------------------------------------------------

EXPENSES
Professional fees $ 9,549 $ 1,681 $ 11,820 $ 2,271
Administration 5,758 1,355 7,161 1,403
Consulting fees - 5,350 5,350 5,350
Management fees 2,026 2,053 4,079 2,053
-----------------------------------------------------

LOSS FROM OPERATIONS $ (17,333) $ (10,439) $ (28,410) $ (11,077)
=====================================================
FOR THE PERIOD

LOSS PER SHARE - Basic and diluted $(0.002) $(0.002)
=========================

WEIGHTED AVERAGE NUMBER 10,568,000 6,353,001
OF SHARES OUTSTANDING =========================

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

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Statements of Stockholders' Equity (Deficit)

(expressed in U.S. dollars)

Deficit
Accumulated
Common Stock in the
Number of Additional development
Shares Amount Paid-in Stage Total
Capital
------------------------------------------------------

Issuance of common stock 1,000,000 $ 100 $ - $ - $ 100

Loss for the period - - - (638) (638)
------------------------------------------------------

Balance, July 31, 1999 1,000,000 100 - (638) (538)

Issuance of common stock 9,568,200 957 25,425 - 26,382

Loss for the Year - - - (10,439) (10,439)
------------------------------------------------------
Balance, July 31, 2000 10,568,200 1,057 25,425 (11,077) 15,405

Loss for the Year - - - (17,333) (17,333)
------------------------------------------------------
Balance, July 31, 2001 10,568,200 $1,057 $25,425 $(28,410) $(1,928)
======================================================

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

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Statements of Cash Flows

(expressed in U.S. dollars)

Period from Period from
March 31, March 31,
1999 1999
Year Year (date of (date of
Ended Ended incorporation) incorporation)
July 31, July 31, to July 31, to July 31,
2001 2000 2001 2000
----------------------------------------------------

OPERATING ACTIVITIES
Loss for the Period $ (17,333) $ (10,439) $ (28,410) $ (11,077)
Changes in operating assets and
liabilities
Accounts payable and accrued
liabilities 1,126 1,498 3,229 2,103
----------------------------------------------------
Net cash used in operating
activities (16,207) (8,941) (25,181) (8,974)
----------------------------------------------------
INVESTING ACTIVITIES
Purchase of license - (1,000) (1,000) (1,000)
----------------------------------------------------
Net cash used in investing - (1,000) (1,000) (1,000)
activities
----------------------------------------------------
FINANCING ACTIVITIES
Issuance of share capital - 26,382 26,482 26,482
----------------------------------------------------
Net cash provided by financing - 26,382 26,482 26,482
activities
----------------------------------------------------
NET CHANGE IN CASH DURING THE PERIOD (16,207) 16,441 301 16,508

CASH AT BEGINNING OF PERIOD 16,508 67 - -
----------------------------------------------------
CASH AT END OF PERIOD $ 301 $16,508 $ 301 $ 16,508
====================================================

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

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Notes to Financial Statements
July 31, 2001

(expressed in U.S. dollars)

1. FORMATION AND BUSINESS OF THE COMPANY

Coventure International Inc. (the "Company") was incorporated in Delaware,
U.S.A. on March 31, 1999 as Bullet Environmental Systems, Inc. and changed
its name on May 25, 2000 to Liquidpure Corp. On February 14, 2002, the
Company changed its name to Coventure International Inc.

The Company is a development stage enterprise engaged in the business of
developing potable and waste-water treatment solutions for commercial,
agricultural, and industrial markets. To date, the Company has not commenced
commercial activities, other than the development of its business plan and
the acquisition of a commercial license.

Going concern
The accompanying consolidated financial statements have been presented
assuming the Company will continue as a going concern. At July 31, 2001, the
Company had accumulated $28,410 in losses and had no material revenue
producing operations. At the date of this report, the Company's ability to
continue as a going concern is dependent upon its ability to raise additional
capital or merge with a revenue-producing venture partner.

2. SIGNIFICANT ACCOUNTING POLICIES

Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from these estimates.

Income taxes
The Company uses the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on the
difference between financial statement and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that are
expected to be in effect when the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance in respect of
amounts considered by management to be less likely than not of realization in
future periods.

Foreign currency translation
Unless otherwise stated, all amounts are in United States dollars. The
functional currency of the Company is the Canadian dollar. Hence, all asset
and liability amounts denominated in Canadian dollars have been translated
using the exchange rate as at July 31, 2001 and all expenses have been
translated using the average exchange rate for each month. The rates used
were as follows:

(equivalent Cdn $ per U.S. $) 2001 2000
----------------------
July 31 rate .6525 .6756

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Notes to Financial Statements
July 31, 2001

(expressed in U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Amortization
Amortization of the license will be on the straight-line basis over a period
of five years beginning when the Company commences commercial operations.

3. SHARE CAPITAL

Holders of the common stock are entitled to one vote per share and share
equally in any dividends declared and distributions on liquidation.

4. RELATED PARTY TRANSACTIONS

a) During the year, the Company paid management fees of $2,026 (2000 -
$2,053) to a former director and officer of the Company and consulting
fees of $0 (2000 - $5,350) and rent of $1,084 (2000 - $724) to a company
controlled by a former director and officer of the Company. These
transactions have been recorded using the exchange amount.

b) During the prior year, the Company acquired a non-exclusive commercial
license from a company controlled by a former director and officer of the
Company for $1,000. Under the terms of the license, the Company is subject
to a 3% royalty on the gross sales price on any products sold using the
technology acquired by the license and a 2.5% royalty on any royalties or
fees from the sale or lease of the license to third parties. This
transaction has been recorded using the exchange amount. Subsequent to July
31, 2001, the Company has abandoned this license.

5. FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

The Company's financial instruments consist of cash and accounts payable. It
is management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial instruments.
The fair value of these financial instruments approximate their carrying
values.

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Consolidated Financial Statements
April 30, 2002 and April 30, 2001
(Unaudited)

INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors and Stockholders of
Coventure International Inc.
(formerly Liquidpure Corp.)
Calgary, AB Canada

We have reviewed the accompanying consolidated balance sheet of Coventure
International Inc. as at April 30, 2002, the related consolidated statement of
operations for the three-month and nine-month periods then ended, and the
related consolidated statement of cash flows for the nine-month period then
ended. These financial statements are the responsibility of the Corporation's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with generally accepted accounting principles.

N.I. Cameron Inc.
Vancouver, Canada, CHARTERED ACCOUNTANTS
June 11, 2002

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Consolidated Balance Sheet
April 30, 2002

(expressed in U.S. dollars)

ASSETS

April 30, July 31,
2002 2001
------------------------------
(Unaudited)
CURRENT

Cash $ 2,619 $ 301
Accounts receivable 282 -
------------------------------------
2,901 301
LICENSE, at cost (Note 4) - 1,000
---------------------------------------

$ 2,901 $ 1,301
===================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 12,159 $ 3,229
Advances from stockholder (Note 4) 10,000 -
----------------------------------
22,159 3,229
----------------------------------

STOCKHOLDERS' EQUITY (DEFICIT)
Share capital (Notes 3 and 6)
Common stock - $0.0001 par value
30,000,000 authorized; 10,568,200 issued and
outstanding 1,057 1,057
Preferred stock - $0.0001 par value
5,000,000 authorized
Share subscriptions received (Note 3) 20,000 -
Additional paid-in capital 25,425 25,425
Deficit accumulated in the development stage (65,740) (28,410)
-------------------------------
(19,258) (1,928)
---------------------------------

$ 2,901 $ 1,301
=================================
SUBSEQUENT EVENT (Note 6)

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

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Consolidated Statements of Operations
For the Nine-Month and Three-Month Periods Ended
April 30, 2002 and April 30, 2001
(Unaudited)

(expressed in U.S. dollars)

Three Three Nine Nine Period Period
Months Months Months Months from from
Ended Ended Ended Ended March 31, 1999 March 31, 1999
April April April April (date of (date of
30, 2002 30, 2001 30, 2002 30, 2001 incorporation) incorporation)
to April to April
30, 2002 30, 2001
--------------------------------------------------------------------------------------

REVENUE $ 2,678 $ - $ 2,678 $ - $ 2,678 $ -
--------------------------------------------------------------------------------------

EXPENSES
Professional fees 12,673 1,071 12,673 7,289 24,493 9,560
Management fees 11,340 - 12,598 2,026 16,677 4,079
Administration 4,990 419 7,049 5,331 14,210 6,734
Consulting 4,500 - 4,500 - 9,850 5,350
Advertising and promotion 2,188 - 2,188 - 2,188 -
Loss on abandonment - - 1,000 - 1,000 -
of license
-------------------------------------------------------------------------------------
(35,691) (1,490) (40,008) (14,646) (68,418) (25,723)
-------------------------------------------------------------------------------------
LOSS FROM OPERATIONS $(33,013) $(1,490) $(37,330) $(14,646) $ (65,740) $ (25,723)
=====================================================================================
LOSS PER SHARE -
Basic and diluted $ (0.003) $(0.000) $ (0.004) $ (0.001)
======================================================

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

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Consolidated Statements of Cash Flows
For the Nine-Month Periods Ended
April 30, 2002 and April 30, 2001
(Unaudited)

(expressed in U.S. dollars)

Nine Nine Period From Period From
Months Months March 31, March 31,
Ended Ended 1999 1999
April 30, April 30, (date of (date of
2002 2001 incorporation) incorporation)
to April 30, to April 30,
2002 2001
---------------------------------------------------------------
Cash flows used in operating activities
Net loss for the period $(37,330) $ (14,646) $ (65,740) $ (25,723)
Adjustment to reconcile net loss to
net cash used in operating activities
Loss on abandonment of license 1,000 - 1,000 -
---------------------------------------------------------------
(36,330) (14,646) (64,740) (25,723)
Changes in operating assets and
liabilities
Accounts receivable (282) - (282) -
Accounts payable 8,930 (605) 12,159 1,498
--------------------------------------------------------------
Net cash used in operating activities (27,682) (15,251) (52,863) (24,225)
--------------------------------------------------------------
Investing activities
Purchase of license - - (1,000) (1,000)
--------------------------------------------------------------
Net cash used in investing activities - - (1,000) (1,000)
--------------------------------------------------------------
Financing activities
Advances from stockholder 10,000 - 10,000 -
Issuance of share capital - - 26,482 26,482
Deposit on shares to be issued 20,000 - 20,000 -
--------------------------------------------------------------
Net cash provided by financing 30,000 - 56,482 26,482
activities
--------------------------------------------------------------
Increase (decrease) in cash during 2,318 (15,251) 2,619 1,257
the period

Cash at beginning of period 301 16,508 - -
---------------------------------------------------------------
Cash at end of period $ 2,619 $ 1,257 $ 2,619 $ 1,257
===============================================================

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

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Notes to Consolidated Financial Statements
April 30, 2002
(Unaudited)

(expressed in U.S. dollars)

1. FORMATION AND BUSINESS OF THE COMPANY

The Company is a development stage enterprise engaged in the business of
providing management consulting products and services through an eventual
network of regionally licensed operators in North America. The Company's
services will include strategic analysis, planning, consulting and coaching.
To date the Company has not commenced any operational activities other than
the development of its business plan and the selection and acquisition of the
domain name.

These financial statements include the accounts of the Company and its
wholly-owned subsidiary Coventure Canada Ltd. (the "Subsidiary"). The
Subsidiary was incorporated in the Province of Alberta, Canada on February 5,
2002.

Going concern
The accompanying financial statements have been presented assuming the Company
will continue as a going concern. At April 30, 2002, the Company had
accumulated $65,740 in losses and had no material revenue producing
operations. At the date of this report, the Company's ability to continue as
a going concern is dependent upon its ability to raise additional capital or
merge with a revenue-producing venture partner.

2. SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles in the United States
and Form 10-QSB requirements. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
the accompanying interim financial statements contain all the adjustments
(consisting of only normal recurring accruals) necessary to present fairly
the Company's financial position as of April 30, 2002 and its result of
operations and its cash flows for the nine-month period ending April 30,
2002. The results of operations for the interim period are not necessarily
indicative of the results to be expected for the fiscal year. For further
information, refer to the financial statements and related footnotes for the
year ended July 31, 2001 included elsewhere in this prospectus.

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Notes to Consolidated Financial Statements
April 30, 2002
(Unaudited)

(expressed in U.S. dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Foreign currency translation
Unless otherwise stated, all amounts are in United States dollars. The
functional currency of the Company and its Subsidiary is the Canadian dollar.
Hence, all asset and liability amounts denominated in Canadian dollars have
been translated using the exchange rate as at April 30, 2002 and all expenses
have been translated using the average exchange rate for each month. The
rates used were as follows:

(equivalent Cdn $ per U.S. $)

April 30, 2002 rate .6376

3. SHARE CAPITAL

Holders of the common stock are entitled to one vote per share and share
equally in any dividends declared and distributions on liquidation.

During the period, the Company issued a private placement offering memorandum
to issue up to 1,000,000 common shares at a price of $0.25 per share. As at
April 30, 2002, the Company had received share subscriptions totaling $20,000
to purchase 80,000 shares. Subsequent to April 30, 2002, the Company received
an additional $17,500 to purchase 70,000 shares. All shares subscribed have
been issued subsequent to April 30, 2002.

Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Notes to Consolidated Financial Statements
April 30, 2002
(Unaudited)

(expressed in U.S. dollars)

4. RELATED PARTY TRANSACTIONS

a) During the period, the Company paid management fees of $12,598 (2001 - $0),
rent of $945 (2001 - $0) and automobile allowance of $377 (2001 - $0) to a
director and officer of the Company. In addition, the Company paid $1,889
(2001 - $0) to the spouse of this director and officer for administrative
services. During the period ended April 30, 2001, the Company paid
management fees of $2,026 to a former director and officer of the Company
and rent of $1,064 to a company controlled by a former director and officer
of the Company. These transactions have been recorded using the exchange
amount.

b) The advances from a stockholder are interest-free and repayable on demand.

c) During a prior period, the Company acquired a non-exclusive commercial
license from a company controlled by a former director and officer of the
Company. During the nine-month period ended April 30, 2002, the Company
abandoned this license.

5. FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

The Company's financial instruments consist of cash, accounts receivable,
accounts payable and advances from stockholder. It is management's opinion
that the Company is not exposed to significant interest, currency or credit
risks arising from these financial instruments. The fair value of these
financial instruments approximate their carrying values.

6. SUBSEQUENT EVENT

Subsequent to April 30, 2002, 4,000,000 common shares were returned to the
treasury of the Company.

TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY .......................................
RISK FACTORS..............................................
MARKET FOR COMMON STOCK ..................................
MANAGEMENT'S DISCUSSION AND ANALYSIS
AND PLAN OF OPERATION................................
BUSINESS..................................................
MANAGEMENT ...............................................
PRINCIPAL SHAREHOLDERS....................................
SELLING SHAREHOLDERS......................................
DESCRIPTION OF SECURITIES.................................
LEGAL PROCEEDINGS.........................................
EXPERTS...................................................
INDEMNIFICATION ..........................................
AVAILABLE INFORMATION.....................................
FINANCIAL STATEMENTS......................................

No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this prospectus, and
if given or made, such information or representations must not be relied upon as
having been authorized by Coventure. This prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, any of the securities
offered in any jurisdiction to any person to whom it is unlawful to make an
offer by means of this prospectus.

PART II

Information Not Required in Prospectus

Item 24. Indemnification of Officers and Directors

The Delaware General Corporation Law and Coventure's Certificate of
Incorporation and Bylaws provide that we may indemnify any and all of its
officers, directors, employees or agents or former officers, directors,
employees or agents, against expenses actually and necessarily incurred by them,
in connection with the defense of any legal proceeding or threatened legal
proceeding, except as to matters in which such persons shall be determined to
not have acted in good faith and in our best interest.

Item 25. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses payable by us in
connection with the issuance and distribution of the securities being registered
hereunder. No expenses shall be borne by the selling stockholder. All of the
amounts shown are estimates, except for the SEC Registration Fees.

SEC Filing Fee $ 39
Blue Sky Fees and Expenses 800
Printing and Engraving Expenses 500
Legal Fees and Expenses 10,000
Accounting Fees and Expenses 3,000
Miscellaneous Expenses 1,000
---------
TOTAL $15,339
=======

All expenses other than the SEC filing fee are estimated.

Item 26. Recent Sales of Unregistered Securities.

In March 1999 Coventure sold 1,000,000 shares of common stock to Century
Capital Management Ltd., a company controlled by a former president and
director, for $100. The sale of these shares was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.

In October 1999 Coventure issued 7,000,000 shares of common stock to Brett
Walker, a former officer and director, for services rendered valued at $700. The
sale of these shares was exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933.

In July 2000 Coventure sold 2,568,200 shares of common stock to twenty-two
investors, all residents of Missouri, for cash in the amount of $25,682. These
sales were exempt from registration pursuant to Rule 504 of the Securities Act
of 1933.

During April and May 2002 Coventure sold 150,000 shares of common stock to
two investors, both of whom reside in Alberta, Canada for cash in the amount of

$37,500. These sales were exempt from registration pursuant to Regulation S of
the Securities and Exchange Commission.

Item 27. Exhibits

The following Exhibits are filed with this Registration Statement:

Exhibit
Number Exhibit Name Page Number
------- ------------ -----------

Exhibit 2 Plan of Acquisition, Reorganization, Arrangement,
Liquidation, etc. None

Exhibit 3 Articles of Incorporation and Bylaws (1)
-----------
Exhibit 4 Instruments Defining the Rights of Security Holders

Exhibit 5 Opinion of Counsel -----------

Exhibit 9 Voting Trust Agreement None

Exhibit 10 Material Contracts None

Exhibit 23.1 Consent of attorneys
-----------

Exhibit 23.2 Consent of accountants ___________

(1) Incorporated by reference to the same exhibit filed with the Company's
registration statement on Form 10-SB.

Item 28. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement.

(i) To include any Prospectus required by Section l0 (a)(3) of the
Securities Act of l933;

(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any

material change to such information in the Registration Statement, including
(but not limited to) any addition or deletion of a managing underwriter.

(2) That, for the purpose of determining any liability under the
Securities Act of l933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) Insofar as indemnification for liabilities arising under the
Securities Act of l933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of l933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Calgary, Alberta on the
19th day of June, 2002.

COVENTURE INTERNATIONAL INC.

By: /s/ John Hromyk
-------------------------------------
John Hromyk, President, Chief Operating
Officer, Principal Financial Officer and
Chief Accounting Officer

Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date

/s/ John Hromyk
John Hromyk Director June 19, 2002

COVENTURE INTERNATIONAL INC.

FORM SB-2

EXHIBITS