Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 6, 2005

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

          Delaware                       000-31539             98-0231607
          --------                                             ----------
(State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                      Tang Xing Shu Ma Building, Suite 418
                                 Tang Xing Road
                               Xian High Tech Area
                             Xian, Shaanxi Province
               (Address of principal executive offices) (zip code)

              (Registrant's telephone number, including area code)

                                   Copies to:
                               Marc J. Ross, Esq.
                              Thomas A. Rose, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     On December 6, 2005,  Coventure  International  Inc.("Coventure"),  entered
into and closed a share  purchase  agreement  with Xian Xilan  Natural  Gas Co.,
Ltd., a  corporation  formed  under the laws of the  People's  Republic of China
("Xilan" or the  "Company"),  and each of Xilan's  shareholders  (the  "Purchase
Agreement"). Pursuant to the Agreement, Coventure acquired all of the issued and
outstanding  capital stock of Xilan from the Xilan  shareholders in exchange for
4,000,000 shares of Coventure common stock. Concurrently with the closing of the
Purchase  Agreement  and as a  condition  thereof,  Coventure  entered  into  an
agreement with John Hromyk, its President and Chief Financial Officer,  pursuant
to which Mr.  Hromyk  returned  5,971,178  shares of  Coventure  common stock to
Coventure for  cancellation.  Mr. Hromyk was not  compensated in any way for the
cancellation  of his shares of Coventure  Common Stock.  Upon  completion of the
foregoing transactions, Coventure had an aggregate of 5,051,022 shares of common
stock  issued  and  outstanding.  The  shares  of  common  stock  issued  to the
shareholders   of  Xilan  were  issued  in  reliance  upon  the  exemption  from
registration  provided by  Regulation  S under the  Securities  Act of 1933,  as

     In  connection  with the  acquisition  of Xilan on December  6, 2005,  John
Hromyk  resigned as the sole officer of Coventure  and the  following  executive
officers of Xilan were appointed as executive officers of Coventure:

Name                                Title 
-------------                       -----------------------------               
Minqing Lu                          Chief Executive Officer
Xiaogang Zhu                        Chief Financial Officer
Yuman Chen                          Vice President - Marketing
Liangzhong Li                       Vice President - Construction

Item 2.01 Completion of Acquisition or Disposition of Assets

Description of Xilan

     Xilan was incorporated  under the laws of the People's Republic of China on
January 8, 2000 and is headquartered in Xian, China in Shaanxi  Province.  Xilan
primarily  engages  in the  transmission  and  distribution  of  natural  gas to
commercial, industrial and residential customers.

Industry Overview

     China's  rapidly  expanding  economy is stretching the limits of its energy
resources.  Currently,  only 3% of China's  total  energy  usage is natural gas,
while the world's  average  consumption  of natural  gas is 24% of total  energy
usage. (source: US Energy Information  Administration ("EIA"), August 2005) Over
the next 5 years,  China's use of natural gas is  generally  expected to double.
China's  domestic reserve of natural gas was estimated to be 53.3 trillion cubic
feet (tcf) at the  beginning of 2005 (source:  EIA August  2005).  The country's
largest  reserves are located in western and north central China,  including the
Province of Shaanxi, the home of Xilan.


     In order to meet the growth in natural gas demand,  the PRC  government has
encouraged   private   companies   to  invest  in  and  build  the  natural  gas
infrastructure.  On December 27, 2002,  the  Ministry of  Construction  issued a
memorandum stating that regulation of the public utility industry (including gas
distribution)   should  be  liberalized  and  foreign  and  private   investment
participation  should be encouraged  and  welcomed.  The  memorandum  encouraged
private  investment  in the sector and  provided a legal  framework  for private
urban natural gas distribution. 


End User Delivery of Natural Gas

     Xilan  is the  sole  authorized  provider  of  natural  gas to  residential
customers in certain parts of the Xian area,  including  Lantian  County and the
Baqiao District. The company is currently supplying natural gas to approximately
50,000  households in the Xian area. Via a connecting point with a high pressure
pipeline  network  from the  government  operated  Shaanxi  Natural Gas Company,
natural  gas with much lower  pressure  is  delivered  to  Xilan's  residential,
commercial and industrial  customers.  The company owns  approximately 120 km of
high pressure  pipeline.  It is the only private company in Shaanxi  province to
own this type of high pressure pipeline.

     The  management  is seeking to expand  supply  services to the Shangluo and
Ankang areas of Shaanxi province. Upon approval from the government, Xilan would
also  have the  exclusive  right  to  provide  natural  gas to  residential  and
commercial end users in those areas. In order to obtain such approval, Xilan was
required to submit a project  proposal for the  feasibility  of supplying gas to
each area. In Ankang,  Xilan applied to the Urban and Rural Construction Bureau.
In Shangluo,  applications were made to the Municipal Administration Bureau. The
approval process takes approximately four to six months and is pending.

Wholesale to Filling Stations

     Xilan  sells  compressed  natural  gas to filling  stations  on a wholesale
basis. The stations,  in turn, sell natural gas to taxis and buses in Xian which
operate  on  compressed  natural  gas (CNG)  technology.  Government  statistics
indicate that there are currently 5,000 buses and 20,000 taxis using natural gas
in Xian.  Each bus uses an average  of 70 cubic  meters of CNG per day and taxis
use an  average  of 30 cubic  meters of CNG per day  (source:  Xian  Clean  Fuel
Vehicles Commission 2005).

     In July 2005,  Xilan  purchased a Compressor  Station  which is operated in
proximity to the company's pipeline and which allows the company to compress and
transport  natural gas via truck to retail gas stations.  The company also plans
to develop a liquefied  form of natural gas (LNG) that can be  transported  over
longer  distances  by gas tanker  truck and which  could  expand  the  company's
geographical sales. The Company is currently conducting a feasibility study with
regard to LNG production.  This study should be completed in June 2006. In order
to construct an appropriate LNG plant,  Xilan will require  approximately  US$19
million (RMB 150 million),  with construction of the plant completed by year end
2006,  testing in October  2007 and  production  commencing  in  December  2007,


appropriate  financing  can be  obtained.  Xilan can begin the process  with its
current   licenses  but  in  the  future  will  require  approval  from  Shaanxi
Development and Reform Commission for LNG production.

Retail Filling Stations

     Based on company  estimates,  by the end of June 2005, the total demand for
compressed  natural gas vehicular  fuel in the Xian area was  approximately  one
million  cubic meters per day. The company  expects  demand for natural gas as a
transport fuel to continue to increase  based on government  clean energy policy
as expressed in the proposal for the Eleventh Ten Year Plan  (2006-2010) and the
end-user cost advantages of CNG fuel over gasoline.  The company  estimates that
the average filling station in Xian pumps  approximately  12,000 cubic meters of
natural gas per day. Based on a company  survey,  as of November 1, 2005,  there
were 31 filling stations in Xian pumping  approximately  372,000 cubic meters of
CNG fuel per day, a figure well below estimated total demand.

     Xilan is establishing three new  company-operated  gas stations in the Xian
metropolitan  area,  which will be completed  by January  2006.  Currently,  the
company  purchases natural gas for 1.16 RMB/cubic meter and will sell each cubic
meter for 1.90RMB net of VAT. The construction  time for each filling station is
45-60  days  and the  cost is  approximately  US$600,000.  The  construction  of
additional  facilities  is  dependent  upon  the  company  acquiring  sufficient
additional capital when needed.

     The company believes that its vertically  integrated operation should allow
Xilan to be able to surpass  the average  sales  volume of  competing  stations,
estimated at 12,000 cubic meters per day, based on its proprietary supply of CNG
from its own pipeline.


     Xilan  markets  the end user  delivery  of the  natural  gas segment of the
business  through  advertising in the general media and direct  solicitation  of
real estate development companies and government  officials.  Xilan participates
in trade shows and conferences  such as the 7th Xian Global Gas Fuels Technology
Equipment and Auto Service Station  Exhibition  which was held in June 2005. For
the retail  filling  station  segment of the  business,  the company will target
advertising  to taxi  drivers,  who are the largest  segment of end-users of the
company's CNG fuel product.  A discount  loyalty card will be made  available to
the professional  driving community  including taxi and bus drivers.  Brochures,
radio  and  newspaper  advertisements  and point of sale  displays  will also be


     Currently, Xilan has only one natural gas supplier, the Shaanxi Natural Gas
Co., Ltd., a government owned enterprise. In the past, contracts were renewed on
an annual basis. However, as the volume of usage has increased,  Shaanxi Natural
Gas has  revised  their  policies,  and  contract  terms are now six  months and
subject to review prior to renewal.  Company management reports that it does not
expect any issues or  difficulty  in  continuing  to renew the supply  contracts


going  forward.  Price  points for natural gas are  strictly  controlled  by the
government  and  have  remained   stable  over  the  past  3  years.   



     Xilan supplies natural gas to approximately 50,000 residential customers in
Lantian County,  Lintong and Baqiao Districts in the jurisdiction of Xian. These
residences  include  apartment  blocks and small estates.  Commercial  customers
include small businesses like restaurants and office buildings.


     Within the Xian region there are several industries to which Xilan supplies
natural gas as a raw material for their production  process  including the Xiwei
Aluminum Company.

Wholesale to Filling Stations

     Currently, Xilan supplies natural gas to several of the privately owned and
operated  CNG  filling  stations  in the  Xian  area.  Upon  the  completion  of
construction of their  company-owned  filling  stations,  Xilan will also supply
their own filling stations for sales to retail end users.

Intellectual Property

     Xilan has applied for a service mark on the "Xilan" name,  which is used in
connection with all services.

Research and Development

     Xilan has not had any material  research and development  expenses over the
past two years. The company projects expenditures of approximately  $100,000 for
research  and  development  in 2006.  The funding  source for all  research  and
development expenses is expected to come from operating cash flows.


     As of  November 1, 2005,  Xilan  employed a total of 151  employees  in the
following capacities: 8 management, 15 administrative, 46 operational, 66 sales,
9 R & D, and 7 finance.  Xilan believes that it has a good working  relationship
with its  employees.  The  company is not a party to any  collective  bargaining

Governmental and Environmental Regulation

     To date, Xilan has been compliant with all  registrations  and requirements
for the issuance and  maintenance  of all  licenses  required by the  applicable
governing authorities in China.


 These licenses include:

   o  Qualified Urban Fuel Operator  Business License  authorized by the Shaanxi
      Construction  Bureau,  the local office of the  Ministry of  Construction,
      effective  from  January  2, 2004 to  January  2,  2009.  (License  number
      SHAANRANZHI 166)
   o  License to Supply, Install Equipment and Maintain Gas Fuel Lines issued by
      the local  Gas Fuels for  Heating  Bureau,  an agency of the  Ministry  of
      Construction and the Xian Natural Gas Management Bureau.  (License number:
      XIRAN 136)
   o  Safety and Inspection  Regulation for Special  Equipment Safety Inspection
      Standards  for High  Pressure  Pipeline and  Technical  Safety  Inspection
      Regulations from the Shaanxi Quality and Technology  Inspection Bureau for
      compressor  stations and pressure  storage tank system.  (Approval  letter
      reference: 2004SHAANGUOCHUHAN033)
   o  Annual Safety Inspection of Lightning  Conductor Equipment approved by the
      Shaanxi Meteorology Bureau. (Certificate number 0005274)

The  Citygate  and  Compressor  Stations are approved by the local office of the
Ministry of Construction.

     Fuel service station standards are subject to regulation by the Ministry of
Construction,  the General Administration of Quality Supervision, and the Bureau
of Inspection  and  Quarantine of the People's  Republic of China.  Certificates
will be issued upon satisfactory inspection of service stations.

     There are various standards that must be met for filling stations including
handling and storage of gas, tanker handling,  and compressor  operation.  These
standards are regulated by the Local Ministry of Construction  and the Gas Field
Operation Department of the Municipal Administration Committee. Inspections will
be carried out by the Municipal  Development  and Reform  Commission  which will
issue a certificate for the handling of dangerous chemical agents.

     Standards for the design and  construction of filling stations must conform
to GB50156-2202 and technology standard BJJ84-2000.


     The three  largest  state owned  energy  companies,  CNPC  (China  National
Petroleum  Corporation) Group, SINOPEC, and CNOOC are principally engaged in the
upstream   supply  of  energy  and  are  major   players  in   exploration   and
transportation  of oil and gas. They build much of the  country's  high pressure
pipeline  infrastructure.  Natural gas is distributed to smaller  regional firms
that  redistribute  the gas to the  end  user,  either  through  lower  pressure
pipeline networks, or via tankers in the form of liquid natural gas (LNG).

     The company is aware of two privately owned companies in China which may be
considered  to be direct  competitors  of the  company:  Xinjiang  Guanghui  LNG
Development  Corporation  Ltd and Xin'Ao Gas Field Ltd.  Xinjiang  Guanghui  LNG
Development  Corporation Ltd is primarily  involved in the transportation of LNG


via tanker truck to storage facilities from natural gas wells.  Xin'Ao Gas Field
Ltd. is a publicly owned company traded on the Hong Kong Exchange,  distributing
natural gas via pipeline, doing business in 13 provinces and municipalities that
have a combined  population of 31 million.  Neither Xinjiang Guanghui nor Xin'Ao
is  approved  to  supply  natural  gas to any area in which  Xilan is  currently

     Currently,  there are  approximately  31  filling  stations  in Xian  City.
Thirteen of these  stations are state owned  enterprises.  The other 18 stations
are privately  owned with the majority of these being single station  operators.
The company  believes that it can  effectively  compete with the stations  based
upon its organization, experience and financial resources.

Description of Property

     Xilan's  properties  are located in Lantian  county,  Baqiao  District  and
Gaoxin  District of Xian,  Shaanxi  province.  Xilan owns a 120km  high-pressure
underground   pipeline  network  and  two  Citygate  stations  (terminals)  with
accompanying  buildings  and  equipment.  Xilan leases the main office  building
where they are headquartered and three filling station sites.



     Some of the  statements  contained in this Form 8-K that are not historical
facts are  "forward-looking  statements"  which can be  identified by the use of
terminology such as "estimates,"  "projects,"  "plans,"  "believes,"  "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties.  We urge you to be cautious of
the  forward-looking  statements,  that such statements,  which are contained in
this Form 8-K,  reflect our current  beliefs with  respect to future  events and
involve known and unknown risks,  uncertainties  and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results,  as actual results may differ
materially  as a result of the risks we face,  and actual events may differ from
the  assumptions  underlying  the  statements  that  have  been  made  regarding
anticipated  events.  Factors that may cause actual results,  our performance or
achievements,  or industry results, to differ materially from those contemplated
by such forward-looking statements include without limitation:

1. Our ability to attract and retain  management,  and to integrate and maintain
technical information and management information systems;
2. Our  ability  to raise  capital  when  needed  and on  acceptable  terms  and
3. The intensity of competition; and
4. General economic conditions.

All written and oral  forward-looking  statements  made in connection  with this
Form 8-K  that are  attributable  to us or  persons  acting  on our  behalf  are
expressly qualified in their entirety by these cautionary statements.  Given the
uncertainties  that  surround  such  statements,  you are cautioned not to place
undue reliance on such forward-looking statements.


Nine Months Ended September 30, 2005 Compared To Nine Months Ended September 30,

     Revenue.  For the nine-month period ended September 30, 2005 as compared to
the  nine-month  period ended  September  30, 2004,  the Company  generated  net
revenues of  $2,714,042  and $701,615  respectively,  reflecting  an increase of
$2,012,427 or 287%.  The increase in revenues was due to increased  construction
and  installation  revenue as the company signed new  residential and commercial
customers.  These customers pay approximately  60% of the construction  costs up
front and the balance is paid as part of the monthly natural gas bill.

     Gross profit.  The Company  achieved a gross profit of  $1,298,743  for the
nine months  ended  September  30,  2005,  an increase  of  $1,034,828  or 392%,
compared to $263,915 for the nine months ended September 30, 2004. Gross margin,
as a  percentage  of  revenues,  increased  from 37.6% for the nine months ended
September 30, 2004, to 47.9% for the nine months ended  September 30, 2005.  The
increase in gross profit is due to the increased  construction  and installation
activity.  The increase in gross margin is  attributable to the margins that are
received  during  construction  and  installation,  the company works with gross
margins that are approximately 50%, mostly due to the low cost of labor.

     Operating expenses. The Company incurred operating expenses of $432,343 for
the nine  months  ended  September  30,  2005,  an  increase  of $39,818 or 10%,
compared to $392,525 for the nine months ended September 30, 2004. This increase
represents  our  continued  development  and  implementation  of our strategy to
develop the filling station  business,  as well as  administering  the increased
construction and installation activity.  Aggregated selling expenses of $299,352
account for expenses related to costs associated with sales and marketing of the
Company's  products.  Operating  expenses  include  general  and  administrative
expenses  of  $132,991  for the first nine  months of 2005 and relate to cost of
maintaining the company's facilities, salaries and planning the initial roll out
of the filling station business.

     Net income. The Company's net income was $736,802 for the nine months ended
September 30, 2005, an increase of $865,091  compared to $(128,289) for the nine
months ended September 30, 2004. The increase was fully attributed to the growth
of construction and installation fees.

Twelve Months Ended  December 31, 2004 Compared To Twelve Months Ended  December
31, 2003

     Revenue.  The Company generated  revenues of $884,413 for the twelve months
ended  December  31,  2004,  a  decrease  of  $687,880  or -43.8%,  compared  to
$1,572,293  for the twelve  months  ended  December  31,  2003.  The decrease in
revenue  was due to the  completion  of the  first  phase  of  construction  and
installation  necessary to bring new  customers  into our system.  This work was
completed  ahead  of time  and  accounts  for the  relatively  minor  amount  of
construction and installation  work in the same period of 2004. Due to the rapid
pace of the work completed in 2003, the company was able to focus on signing new
customers in 2004, hence the surge in construction and installations in 2005.


     Gross  profit.  The Company  achieved a gross  profit of  $370,367  for the
twelve months ended  December 31, 2004, a decrease of $143,535 or 28%,  compared
to $513,902 for the twelve months ended  December 31, 2003.  Gross margin,  as a
percentage  of  revenues,  decreased  from  41.9% for the  twelve  months  ended
December 31, 2003, to 32.7% for the twelve months ended  December 31, 2004.  The
decrease in gross margin was attributed to the 57% decrease in construction  and
installation  activity in 2004,  this  segment of our  business,  although not a
monthly  recurring  business is highly  profitable  with gross  margins that are
nearly 50%.

     Operating expenses. The Company incurred operating expenses of $487,718 for
the twelve  months  ended  December  31,  2004,  an  increase  of $42,499 or 9%,
compared to $530,217  for the twelve  months  ended  December  31,  2003.  These
operating  expenses are related to increased  sales and marketing  costs to sign
new  residential  and  commercial  customers  that were put on line in 2005.  In
addition the company began to address the filling station strategy,  identifying
possible  locations  for the  filling  stations  and  commencing  the process of
applying to the proper  governmental  agencies for all  necessary  approvals and
licenses to construct the new filling stations.

     Net Income.  Net income  decreased to  ($161,768),  a decrease of $240,982,
from $79,214.  This loss can be attributed to increased marketing efforts to new
residential  and  commercial  customers  as  well  as the  decline  in  revenues
associated with  construction  and  installation  activities that were completed
ahead of schedule.

Liquidity and Capital Resources

     As of  September  30,  2005  the  Company  had  $1,001,243  cash  and  cash
equivalents  on hand  compared  to  $65,177  cash  and  cash  equivalents  as of
September  30, 2004.  Based on past  performance  and current  expectations,  we
believe our cash and cash equivalents,  cash generated from operations,  as well
as future  possible cash  investments,  will satisfy our working  capital needs,
capital  expenditures  and  other  liquidity  requirements  associated  with our
operations. The Company had net cash flows provided by operations of $69,256 for
the nine month period ended  September 30, 2005 as compared to net cash provided
by operations of $396,079 in the corresponding period last year. The decrease in
net  cash  flows  from   operations  in  the  current   period  as  compared  to
corresponding  period  last  year was  mainly  due to an  increase  in  accounts
receivables of $297,892 during the nine month period ended September 30, 2005.

     Cashflows from investing  activities resulted in net usage of $2,671,533 in
the current  period as  compared  to net usage of $374,638 in the  corresponding
period  last year.  The greater  usage in the  current  period was mainly due to
advance  payments  made to  equipment  suppliers  for  investments  necessary to
construct  and  build  the  filling  stations.  The  Company  had  inflows  from
investment activities of $3,503,897 during the nine month period ended September
30, 2005, the company issued 29,000,000 shares of common stock.

     The  majority of the  Company's  revenues  and  expenses  were  denominated
primarily in Renminbi  ("RMB"),  the currency of the People's Republic of China.


There is no assurance  that exchange  rates between the RMB and the U.S.  Dollar
will remain stable.  The Company does not engage in currency hedging.  Inflation
has not had a material impact on the Company's business.

Executive Officers and Board of Directors

     Below  are the  names  and  certain  information  regarding  the  Company's
executive officers, directors and director nominees following the acquisition of

Name                      Age              Position
------                   ----              ---------
Minqing Lu                43               Chief Executive Officer and Director*
Xiaogang Zhu              51               Chief Financial Officer
Yuman Chen                35               Vice President - Marketing
Liangzhong Li             44               Vice President - Construction
Qinan Ji                  48               Chairman of the Board*
Bo Chen                   48               Vice Chairman of the Board*
John Hromyk               44               Director
* Director nominee.

     Officers  are  elected  annually by the Board of  Directors,  at our annual
meeting,  to hold  such  office  until an  officer's  successor  has  been  duly
appointed and qualified, unless an officer sooner dies, resigns or is removed by
the Board.

Background of Executive Officers and Directors

Qinan Ji, Chairman of the Board of Directors

     Mr. Ji joined Xilan as the  Chairman of the Board of Directors in 2005.  In
1996, he founded the Anxian Hotel in Weinan City in Shaanxi Province.  In  2001,
he formed the Xian Sunway  Technology and Industry Co., Ltd. He has more than 20
years  experience  in  the  energy  and  petroleum  industries  in  operational,
administrative,  management  and  government  relations  roles.  He  received  a
Bachelor of Economy Management from North West University (Shaanxi).

     Bo Chen, Vice Chairman of the Board of Directors

     Mr.  Chen was named Vice  Chairman  of the Board of  Directors  of Xilan in
October 2005. He is currently the President of Bodisen Biotech, Inc., a publicly
listed company on the AMEX (symbol:  BBC),  and is one of its original  founders
and stockholders  having joined that company in 2000. From August 1997 to August
2001,  Mr. Chen was Chief  Operations  Officer and Chief  Technology  Officer of
Shaanxi  Bodisen  Chemical Co., Ltd. From July 1994 to December 1997, he was the
Chief Executive Officer and President of Yang Ling Shikanglu Chemical Technology
Development  Co.,  Ltd. He received his Bachelor of Science  degree from Shaanxi
Normal College in July 1984.


Minqing Lu, Chief Executive Officer, Member of the Board of Directors

     Mr. Lu joined Xilan in February  2005.  He is Chief  Executive  Officer and
serves on the Board of  Directors.  From  February  1999 to May 2002, he was the
executive director of Beijing Peixinkenu  Investment  Consultancy Company.  From
May 2002 to July 2004, he was  President of Fenghua Aidi Air Service  Company in
Beijing. He received a Certificate of Management in July 1994 from Central Party

Xiaogang Zhu, Chief Financial Officer

     Mr. Zhu joined Xilan as the Chief  Financial  Officer in January  2005.  He
spent 16 years working at the Ministry of General Logistics 3546 Company and his
last position there was manager of the Finance  Department.  From September 2000
to December  2004,  Mr. Zhu was the Vice General  Manager and CFO of Xian Dapeng
Biotech Co., Ltd. He received a Bachelor of Accounting degree from Xian Jiaotong

Yuman Chen, Vice President, Marketing

     Ms. Chen joined Xilan in the beginning of 2000. She has spent the last five
years at Xilan  serving in the finance  department  until  January 2001 when she
became the manager of the Operations Department. In January 2005, she became the
Vice President of Marketing  Development  and Customer  Support.  She received a
Bachelors  Degree in  Management  from North West  University  (Shaanxi) in July

Liangzhong Li, Vice President, Construction

     Mr. Li joined the company in February  2005. He has 15 years  experience in
the natural gas industry.  He is Vice President of Construction and oversees the
construction  pipeline  networks and installation of gas fittings.  From 1999 to
2002,  he was Vice  General  Manager of Leqing  Pipeline  of  Liquefied  Oil Gas
Company in Zhejiang Province. From 2002 to 2004, he was Vice General Manager and
Manager of Construction  Department in Leqing Natural Gas Company. He received a
certificate of literature from North West University (Shaanxi) in July 1986.

John Hromyk, Director

     John Hromyk has been  Coventure's  sole director  since August 30, 2001 and
was  President  and Chief  Financial  Officer of Coventure  from August 30, 2001
through December 6, 2005. 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.  Banded Peak  Venture
Service is presently  inactive.  For three years  prior,  he was the founder and
president of Hillside Estate Winery Ltd. located in Penticton, British Columbia.
Hillside  Estate Winery,  Ltd. is an  established  winery which produces a small
number of high quality  varietal  wines which are sold through its wine shop and
to specialty  stores and  restaurants.  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.


     The  following   table  sets  forth   information   concerning   the  total
compensation  that Xilan has paid or that has accrued on behalf of Xilan's chief
executive  officer  and  other  executive  officers  with  annual   compensation
exceeding $100,000 during the years ended December 31, 2004, 2003 and 2002.

                           SUMMARY COMPENSATION TABLE

                                              Annual Compensation                      Awards                Payouts
                                      ------------------------------------- ------------------------------ ------------
                                                                  Other                        Securities                   All
                                                                 Annual        Restricted      Underlying                  Other
        Name and                                                 Compen-     Stock Award(s)    Options/        LTIP       Compen-
   Principal Position       Year       Salary ($)   Bonus ($)  sation ($)        ($)           SARs (#)     Payouts ($)   sation ($)
------------------------- ----------- ------------- ---------- ------------ ----------------- ------------ ------------ -----------
Huai'pu Zhang               2004          5,000        -0-         -0-            -0-             -0-          -0-         -0-
President, CEO              2003          5,000        -0-         -0-            -0-             -0-          -0-         -0-
And Director                2002          5,000        -0-         -0-            -0-             -0-          -0-         -0-


     There has been no common stock  authorized for issuance with respect to any
equity compensation plan as of the fiscal year ended December 31, 2004.


     The following table sets forth certain information,  as of December 7, 2005
with respect to the  beneficial  ownership of the Company's  outstanding  common
stock  following  the  acquisition  of Xilan by (i) any holder of more than five
(5%) percent; (ii) each of the named executive officers,  directors and director
nominees;  and (iii)  our  directors,  director  nominees  and  named  executive
officers as a group.  Except as otherwise  indicated,  each of the  stockholders
listed below has sole voting and investment  power over the shares  beneficially

                                   Common Stock              Percentage of
Name of Beneficial Owner (1)       Beneficially Owned        Common Stock 

Minqing Lu                            173,913                     3.4%
Qinan Ji                            1,482,899(2)                 29.3%(2)
Bo Chen                               515,942(3)                 10.2%(3)
Yangling Bodisen Biotech
  Development Co, Ltd.                515,942(3)                 10.2%


John Hromyk                                --                      --
Xiang Ji                              364,058                     7.2%
Shaohu Jia                            270,145                     5.3%
Xian Sunway Technology
  & Industry Co., Ltd                 718,841(2)                 14.2%

All officers, directors and
  director nominees as a group      2,172,754(2)(3)              42.9%
(4 persons)

     (1) Except as otherwise indicated,  the address of each beneficial owner is
     c/o Xian Xilan Natural Gas Co., Ltd., Tang Xing Shu Ma Building, Suite 418,
     Tang Xing Road, Xian High Tech Area, Xian, Shaanxi Province, China.

     (2) Of which 718,841 shares are owned by Xian Sunway  Technology & Industry
     Co., Ltd. ("Sunway").  Qinan Ji owns 42.1% of Xian Sunway and may be deemed
     to beneficially own such shares.

     (3)  Of  which  515,942  shares  are  owned  by  Yangling  Bodisen  Biotech
     Development Co, Ltd.  ("Bodisen").  Mr. Chen is President,  a member of the
     Board of Directors  and a 23%  stockholder  of Bodisen and may be deemed to
     beneficially own such shares.


     In July 2005,  Xilan loaned $77,169 to Qinan Ji, Chairman of the Board. The
loan was made on a interest free basis and was repaid in its entirety in October

     In July 2005,  Xilan  loaned  $94,393 to Xian Sunway  Technology & Industry
Co., Ltd., a principal  shareholder  of Xilan.  The loan was made on an interest
free basis and was repaid in its entirety on November 2005.

                            DESCRIPTION OF SECURITIES

     Our authorized  capital stock consists of 30,000,000 shares of common stock
at a par value of $0.0001 per share and 5,000,000 shares of preferred stock, par
value  $.0001.  As of December 7, 2005,  there were  5,051,022  shares of common
stock of the Company  issued and  outstanding  and no shares of preferred  stock

     Holders of the  Company's  common  stock are  entitled to one vote for each
share on all matters submitted to a stockholder vote. Holders of common stock do
not have  cumulative  voting  rights.  Therefore,  holders of a majority  of the
shares of common stock voting for the election of directors can elect all of the
directors.  Holders of the Company's common stock representing a majority of the
voting power of the Company's capital stock issued,  outstanding and entitled to


vote, represented in person or by proxy, are necessary to constitute a quorum at
any  meeting  of  stockholders.  A vote  by the  holders  of a  majority  of the
Company's  outstanding  shares is required  to  effectuate  certain  fundamental
corporate  changes such as liquidation,  merger or an amendment to the Company's
articles of incorporation.

     Holders  of the  Company's  common  stock  are  entitled  to  share  in all
dividends that the board of directors, in its discretion,  declares from legally
available  funds. In the event of  liquidation,  dissolution or winding up, each
outstanding share entitles its holder to participate pro rata in all assets that
remain after payment of liabilities and after providing for each class of stock,
if any, having  preference over the common stock. The Company's common stock has
no  pre-emptive  rights,  no  conversion  rights  and  there  are no  redemption
provisions applicable to the Company's common stock.

Market for Common Equity

     On March 17, 2004, the Company approved for listing on the Over-the-Counter
Bulletin Board under the symbol "CVNI". The following table sets forth the range
of high and low closing  bid  quotations  for our common  stock since our common
stock  was  listed  on  the  Over-the-Counter  Bulletin  Board.  The  quotations
represent inter-dealer prices without retail markup, markdown or commission, and
may not necessarily represent actual transactions.

              Period                    High      Low       
              December 6, 2005          $11.00    $2.10
              October 31, 2005          $7.00     $2.24
              July 31, 2005             $6.00     $0.50
              April 30, 2005            $2.90     $1.05
              January 31, 2005          $7.25     $0.45
              October 30, 2004          $0.45     $0.45
              July 31, 2004             $1.50     $0.25
              April 30, 2004            $0.30     $0.30

     The  Securities   Exchange  Commission  has  adopted  rules  that  regulate
broker-dealer  practices in connection with transactions in penny stocks.  Penny
stocks are generally  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 such  securities  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 those rules, deliver a standardized risk
disclosure   document  prepared  by  the  Commission,   which:  (a)  contains  a
description  of the nature  and level of risk in the market for penny  stocks in
both public offerings and secondary  trading;  (b) contains a description of the
broker's  or  dealer's  duties to the  customer  and of the rights and  remedies
available  to the  customer  with respect to a violation to such duties or other
requirements  of  Securities'  laws;  (c)  contains  a brief,  clear,  narrative
description  of a dealer  market,  including bid and ask prices for penny stocks
and  significance  of the spread  between the bid and ask price;  (d) contains a


toll-free  telephone number for inquiries on disciplinary  actions;  (e) defines
significant  terms in the  disclosure  document  or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form as the
Commission  shall require by rule or  regulation.  The  broker-dealer  also must
provide,  prior to effecting any transaction in a penny stock, the customer: (a)
with bid and offer  quotations for the penny stock;  (b) the compensation of the
broker-dealer  and its salesperson in the transaction;  (c) the number of shares
to which such bid and ask prices apply, or other comparable information relating
to the depth and liquidity of the market for such stock; and (d) monthly account
statements  showing the market value of each penny stock held in the  customer's

     In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written  acknowledgment of the receipt
of a risk disclosure  statement,  a written agreement to transactions  involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure  requirements may have the effect of reducing the trading activity in
the  secondary  market for our stock  and,  as a result,  stockholders  may have
difficulty selling those securities.

Recent Sales of Unregistered Securities

     We did not complete any  unregistered  sales of our common stock during our
fiscal year ended July 31, 2005.


     There are no restrictions in our articles of  incorporation  or bylaws that
prevent us from  declaring  dividends.  The Delaware  General  Corporation  Law,
however, does prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

     1. We would  not be able to pay our debts as they  become  due in the usual
course of business; or

     2. Our total  assets  would be less  than the sum of our total  liabilities
plus the amount that would be needed to satisfy the rights of  shareholders  who
have preferential rights superior to those receiving the distribution.

     We have never declared or paid any cash  dividends on our common stock.  We
currently intend to retain future earnings,  if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.


     The  Company is not a party to any  pending  legal  proceeding,  nor is its
property the subject of a pending legal proceeding,  that is not in the ordinary
course of  business or  otherwise  material to the  financial  condition  of the
Company's business.



     On December 6, 2005,  in  connection  with the  acquisition  of Xilan,  the
Company  terminated the services of Manning Elliot,  Chartered  Accountants,  as
Coventure's independent auditor. Manning Elliot, Chartered Accountants performed
the audits for the two year period  ended July 31, 2005,  which  reports for the
two years ended July 31, 2005 and 2004 did not contain any adverse  opinion or a
disclaimer  of opinion,  nor was it  qualified  as to audit scope or  accounting
principles but did carry a modification as to going concern.  During Coventure's
two most recent fiscal years and during any  subsequent  interim period prior to
the December 6, 2005 termination as Coventure's independent auditors, there were
no disagreements  with Manning Elliot,  Chartered  Accountants,  with respect to
accounting  or  auditing  issues of the type  discussed  in Item  304(a)(iv)  of
Regulation S-B.

     On December 7, 2005 Coventure  provided  Manning Elliot with a copy of this
disclosure and requested that it furnish a letter to Coventure, addressed to the
SEC,  stating that it agreed with the statements  made herein or the reasons why
it disagreed.

     On December 7, 2005, Coventure's board of directors approved the engagement
of the firm of Kabani &  Company,  Inc.  as  Coventure's  independent  auditors.
During Coventure's two most recent fiscal years or any subsequent interim period
prior to engaging Kabani & Company,  Inc.,  Coventure had not consulted Kabani &
Company,  Inc.  regarding any of the accounting or auditing  concerns  stated in
Item 304(a)(2) of Regulation S-B.


     The Company's  directors and executive officers are indemnified as provided
by the  Delaware  General  Corporation  Law  and  the  Company's  Bylaws.  These
provisions state that the Company's directors may cause the Company to indemnify
a director or former director against all costs, charges and expenses, including
an  amount  paid to  settle  an action  or  satisfy  a  judgment,  actually  and
reasonably  incurred  by him  as a  result  of him  acting  as a  director.  The
indemnification  of costs  can  include  an  amount  paid to settle an action or
satisfy a judgment.  Such  indemnification is at the discretion of the Company's
board of directors and is subject to the  Securities  and Exchange  Commission's
policy regarding indemnification.

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

Item 3.02 Unregistered Sales of Equity Securities.

See Item 2.01.

Item 4.01 Changes in Registrant's Certifying Accountant.


See Item 2.01.

Item 5.01 Changes in Control of Registrant.

See Item 2.01.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

See Item 1.01.

Item 5.03 Amendments to Articles of  Incorporation  or Bylaws;  Change in Fiscal

     In connection  with the  acquisition of Xilan,  the Company is changing its
fiscal year end to December 31.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

(b) Pro forma financial information.

(c) Exhibits

Number         Description

10.1        Share Purchase Agreement made as of December 6, 2005 among Coventure
            International  Inc.,  Xian Xilan  Natural Gas Co.,  Ltd. and each of
            Xilan's shareholders.

10.2        Return to Treasury  Agreement between Coventure  International  Inc.
            and John Hromyk, dated December 6, 2005.

16.1        Letter from Manning Elliot, Chartered Accountants, dated December 7,



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

                          COVENTURE INTERNATIONAL INC.

Dated:  December 7, 2005                    By: /s/ MINQING LU                  
                                                Minqing Lu,
                                                Chief Executive Officer



To the Stockholders and Board of Directors
Xi'an Xilan Natural Gas Company, LTD.

We have  audited  the  accompanying  balance  sheet of Xi'an  Xilan  Natural Gas
Company, LTD. (the "Company") as of December 31, 2004 and the related statements
of operations,  stockholders' equity and cash flows for the years ended December
31, 2004 and 2003.  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.

We conducted our audit of these  statements in accordance  with the standards of
the Public Company Accounting  Oversight Board (United States).  Those standards
require that we plan and perform the 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
audits provide 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 Xi'an  Xilan  Natural Gas
Company,  LTD as of December 31, 2004 and the results of its  operations and its
cash flows for the years ended  December 31, 2004 and 2003, in  conformity  with
accounting principles generally accepted in the United States of America.


Los Angeles, California
November 13, 2005


                        XI'AN XILAN NATURAL GAS CO., LTD
                                  BALANCE SHEET
              DECEMBER 31, 2004 AND SEPTEMBER 30, 2005 (UNAUDITED)

                                                                                               December 31,          September 30,
                                                                                                  2004                  2005
      Cash & cash equivalents                                                              $           62,998   $        1,001,243
      Accounts receivable, net                                                                          4,944              308,065
      Other receivable                                                                                 23,405               57,902
      Receivable from related party                                                                         -              171,563
      Inventory                                                                                        46,442               25,864
      Advances to suppliers                                                                               725              297,712
      Prepaid expense                                                                                     200               16,961
                                                                                           ------------------   ------------------
                           Total current assets                                                       138,712            1,879,311

PROPERTY AND EQUIPMENT, net                                                                         5,267,344            5,405,515

CONTRACT IN PROGRESS:                                                                                 377,497                    -

OTHER ASSET:                                                                                                -            2,491,411

                                                                                           ------------------   ------------------
                                                                                           $        5,783,554            9,776,237
                                                                                           ==================   ==================


      Accounts payable & accrued expense                                                   $           97,238   $          163,974
      Other payable                                                                                    60,666              261,772
      Unearned revenue                                                                                931,440              215,724
                                                                                           ------------------   ------------------
                           Total current liabilities                                                1,089,344              641,470

      Common stock;
           10,000,000 registered and 30,000,000 unregistered shares issued and outstanding          4,832,396            
           69,000,000 registered shares issued and outstanding                                                           8,336,893  
      Cumulative translation adjustment                                                                   572              199,859
      Accumulated deficit                                                                            (142,215)             515,582
      Statutory reserve                                                                                 3,457               82,433
                                                                                           ------------------   ------------------
                           Total stockholders' equity                                               4,694,210            9,134,767

                                                                                           ------------------   ------------------
                                                                                           $        5,783,554   $        9,776,237
                                                                                           ==================   ==================


                        XI'AN XILAN NATURAL GAS CO., LTD
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                                 For the Years                       For the Nine Months
                                                                Ended December 31,                   Ended September 30,
                                                                2004            2003                2005                   2004
                                                       ---------------    ----------------    ----------------   ----------------
         Natural gas revenue                           $       306,306    $        237,312    $      1,065,017   $        211,990
         Construction / installation revenue                   578,107           1,334,981           1,649,025            489,625
                                                       ---------------    ----------------    ----------------   ----------------
              Total revenue                                    884,413           1,572,293           2,714,042            701,615

Cost of revenue
         Natural gas cost                                      226,944              94,617             830,527            157,065
         Construction / installation cost                      287,102             963,775             584,772            280,635
                                                       ---------------    ----------------    ----------------   ----------------
                                                               514,046           1,058,392           1,415,299            437,700

Gross profit                                                   370,367             513,902           1,298,743            263,915

Operating expenses
         Selling expenses                                      387,768             344,242             299,352            282,924
         General and administrative expenses                   142,449             143,476             132,991            109,600
                                                       ---------------    ----------------    ----------------   ----------------
              Total operating expenses                         530,217             487,718             432,343            392,525

                                                       ---------------    ----------------    ----------------   ----------------
Income (loss) from operations                                 (159,850)             26,183             866,400           (128,609)

Non-operating income (expense):
         Gain on conversion of debt                                  -              82,763                   -                  -
         Interest expense                                            -             (13,396)                  -                  -
         Interest income                                         1,618                 524                 894                541
         Other expense                                          (3,535)               (242)               (468)              (221)
                                                       ---------------    ----------------    ----------------   ----------------
              Total non-operating income (expense)              (1,918)             69,649                 426                321
                                                       ---------------    ----------------    ----------------   ----------------

Net income (loss) before income tax                           (161,768)             95,833             866,826           (128,289)

Income tax                                                           -              16,618             130,024                  -
                                                       ---------------    ----------------    ----------------   ----------------

                                                       ---------------    ----------------    ----------------   ----------------
Net income (loss)                                      $      (161,768)   $         79,214    $        736,802   $       (128,289)
                                                       ===============    ================    ================   ================

Basic and diluted weighted average shares outstanding       40,000,000          10,082,192          69,000,000         40,000,000
                                                       ===============    ================    ================   ================

Basic and diluted net income (loss) per share          $         (0.00)   $           0.01    $           0.01   $          (0.00)
                                                       ===============    ================    ================   ================


                        XI'AN XILAN NATURAL GAS CO., LTD
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                   Common                     Cumulative                                  Total
                                                   stock                     translation    Statutory     Accumulated  stockholders'
                                                   shares        Amount       adjustment     Reserve       deficit       equity
                                                ------------  ------------- -------------- ------------- -------------  -----------
Balance, December 31, 2002                        10,000,000  $   1,207,729 $            - $           - $     (56,204) $ 1,151,525

Net income for the year ended December 31, 2003            -              -              -             -        79,214       79,214

Conversion of debt to equity                      30,000,000      3,624,667              -             -             -    3,624,667

Statutory reserve                                          -              -              -         3,457        (3,457)           -

                                                ------------  ------------- -------------- ------------- -------------  -----------
Balance, December 31, 2003                        40,000,000      4,832,396              -         3,457        19,553    4,855,406

Cumulative translation adjustment                          -             -             572             -             -          572

Net loss for the year ended December 31, 2004              -             -               -             -      (161,768)    (161,768)

                                                ------------  ------------- -------------- ------------- -------------  -----------
 Balance December 31, 2004                        40,000,000  $   4,832,396 $          572 $       3,457 $    (142,215) $ 4,694,210
                                                ============  ============= ============== ============= =============  ===========


                        XI'AN XILAN NATURAL GAS CO., LTD
                             STATEMENT OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                                                                      For the Nine Months 
                                                                         For the Years                 Ended September 30,
                                                                        Ended December 31,                (unaudited)     
                                                                           2004        2003          2005          2004
                                                                      -----------  -----------   -----------   -----------
      Net income (loss)                                               $  (161,768) $    79,214   $   736,802   $  (128,289)
      Adjustments to reconcile net income (loss) to net cash
      provided in operating activities:
           Gain on conversion of debt                                           -      (82,763)            -             -
           Loss on disposal of property                                     3,242            -             -             -
           Depreciation and amortization                                  314,453      260,765       204,426       235,757
           (Increase) / decrease in assets:
                Accounts receivable                                        (4,943)       1,482      (297,892)      (16,543)
                Inventory                                                 (46,440)           -        21,271       (56,848)
                Other receivable                                           (6,525)      (5,715)      (33,390)        4,193
                Receivable from related party                                   -            -      (168,666)            -
                Advances to suppliers                                      14,982       15,500      (291,955)       15,706
                Prepaid expense                                               (99)        (101)      (16,474)         (597)
                Contract in progress                                      118,537     (363,523)      379,584       496,014
           Increase / (decrease) in current liabilities:
                Accounts payable                                          (64,344)  (1,590,145)   (1,128,496)       26,814
                Payable to related party                                 (917,642)   4,501,535             -      (120,818)
                Other payable                                              (2,854)  (1,999,673)    1,388,554        (6,271)
                Unearned revenue                                          777,436     (174,197)     (724,508)      (53,040)
                                                                      -----------  -----------   -----------   -----------
      Net cash provided by operating activities                            24,035      642,379        69,256       396,079
                                                                      -----------  -----------   -----------   -----------

           Payment  on purchase of equipment                               (5,981)    (282,917)     (222,195)     (374,638)
           Advance payment on purchase of equipment - other asset               -            -    (2,449,338)            -
           Proceeds from disposal of property                               1,208            -             -             -
                                                                      -----------  -----------   -----------   -----------
      Net cash used in investing activities                                (4,773)    (282,917)   (2,671,533)     (374,638)
                                                                      -----------  -----------   -----------   -----------

           Payments on short-term loan                                          -     (362,441)            -             -
           Stock issued for cash                                                -            -     3,503,897             -
                                                                      -----------  -----------   -----------   -----------
      Net cash provided by (used) in financing activities                       -     (362,441)    3,503,897             -
                                                                      -----------  -----------   -----------   -----------

 Effect of exchange rate changes on cash and cash equivalents                   -            -        36,625             -

 NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                        19,262       (2,980)      938,245        21,441

 CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                43,736       46,716        62,998        43,736
                                                                      -----------  -----------   -----------   -----------

 CASH & CASH EQUIVALENTS, ENDING BALANCE                              $    62,998  $    43,736   $ 1,001,243   $    65,177
                                                                      ===========  ===========   ===========   ===========


                        XI'AN XILAN NATURAL GAS CO., LTD


Xi'an Xilan Natural Gas Co, Ltd. (The "Company") was  incorporated on January 8,
2000 in Xi'an city in the  Shaanxi  province,  China.  The core  business of the
Company is distribution of natural gas to commercial, industrial and residential
customers,  construction of pipeline  networks,  and installation of natural gas
fittings and parts for end-users. The Company has an exclusive permit to provide
gas utility service in Lantian County and Baqiao District of Xi'an city, China.


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  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  period.
Actual results could differ from those estimates.

Cash and cash equivalents

Cash  and cash  equivalents  include  cash on hand  and  cash in time  deposits,
certificates  of deposit and all highly  liquid debt  instruments  with original
maturities of three months or less.

Accounts and other receivable

Accounts and other receivable are recorded at net realizable value consisting of
the carrying amount less an allowance for uncollectible accounts, as needed.

The  Company  maintains   reserves  for  potential  credit  losses  on  accounts
receivable.  Management  reviews  the  composition  of accounts  receivable  and
analyzes  historical  bad  debts,  customer   concentrations,   customer  credit
worthiness,  current economic trends and changes in customer payment patterns to
evaluate the adequacy of these  reserves.  Reserves are recorded  primarily on a
specific identification basis.

Advances to suppliers

The Company  advances  to certain  vendors for  purchase  of its  material.  The
advances to suppliers are interest free and unsecured.


Inventory is stated at the lower of cost, as determined on a first-in, first-out
basis, or market.  Management  compares the cost of inventories  with the market
value,  and allowance is made for writing down the  inventories  to their market
value,  if lower.  Inventory  consists of material used in the  construction  of


                        XI'AN XILAN NATURAL GAS CO., LTD

Property, equipment

Property and  equipment are stated at cost.  Expenditures  for  maintenance  and
repairs are charged to earnings as incurred; additions, renewals and betterments
are capitalized.  When property and equipment are retired or otherwise  disposed
of,  the  related  cost  and  accumulated  depreciation  are  removed  from  the
respective   accounts,   and  any  gain  or  loss  is  included  in  operations.
Depreciation  of property  and  equipment  is provided  using the  straight-line
method for substantially all assets with estimated lives as follows:

                  Office equipment                               5 years
                  Operating equipment                         5-20 years
                  Vehicles                                       5 years
                  Buildings                                     30 years

At  December  31,  2004,  the  following  are the  details of the  property  and

                  Office equipment                            $     17,419
                  Operating equipment                            5,798,307
                  Vehicles                                          57,416
                  Buildings                                        167,274

                  Less:  Accumulated depreciation                 (773,073)
                          Net book value                      $  5,267,344

September 30, 2005,  the following are the details of the property and equipment

                  Office equipment                            $     19,775
                  Operating equipment                            5,930,510
                  Vehicles                                         158,616
                  Buildings                                        189,073
                  Construction in process                          106,178

                  Less:  Accumulated depreciation                 (998,637)
                          Net book value                      $  5,405,515
Long-lived assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets and  supersedes  SFAS No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting  provisions of APB Opinion No.
30,  "Reporting  the  Results of  Operations  for a  Disposal  of a Segment of a
Business." The Company  periodically  evaluates the carrying value of long-lived
assets  to be held and used in  accordance  with  SFAS  144.  SFAS 144  requires
impairment  losses to be recorded on long-lived  assets used in operations  when
indicators of impairment are present and the  undiscounted  cash flows estimated
to be generated by those assets are less than the assets' carrying  amounts.  In
that  event,  a loss is  recognized  based on the  amount by which the  carrying
amount  exceeds  the  fair  market  value  of the  long-lived  assets.  Loss  on
long-lived  assets to be disposed of is determined in a similar  manner,  except
that fair  market  values are  reduced  for the cost of  disposal.  Based on its
review,  the  Company  believes  that,  as of  December  31,  2004 there were no
significant impairments of its long-lived assets.


                        XI'AN XILAN NATURAL GAS CO., LTD

Contracts-in progress

Contracts  in  progress  consist  of  cost  of  construction  of  pipelines  for

Fair value of financial instruments

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial  instruments,  requires that the Company  disclose  estimated  fair
values of financial instruments. The carrying amounts reported in the statements
of financial position for current assets and current  liabilities  qualifying as
financial instruments are a reasonable estimate of fair value.

Revenue Recognition

The  Company's  revenue  recognition  policies  are  in  compliance  with  Staff
accounting  bulletin (SAB) 104. Revenue is recognized when services are rendered
to  customers  when  a  formal  arrangement   exists,  the  price  is  fixed  or
determinable, the delivery is completed, no other significant obligations of the
Company exist and collectibility is reasonably assured. Payments received before
all of the relevant criteria for revenue  recognition are satisfied are recorded
as unearned  revenue.  Revenue from gas sales is  recognized  when gas is pumped
through  pipelines to the end users.  Revenue from construction and installation
of  pipelines is recorded  when the  contract is  completed  and accepted by the
customers.  The construction  contracts are usually  completed within one to two
months time.

Deferred revenue

Deferred  revenue  represents  prepayments  by customers  for gas  purchases and
advance  payments on construction and  installation of pipeline  contracts.  The
Company  records  such  prepayment  as unearned  revenue  when the  payments are

Advertising Costs

The Company expenses the cost of advertising as incurred or, as appropriate, the
first time the  advertising  takes place.  Advertising  costs for the year ended
December 31, 2004 and 2003 were insignificant.

Stock-based compensation

In October  1995,  the FASB  issued SFAS No. 123,  "Accounting  for  Stock-Based
Compensation".  SFAS No. 123 prescribes  accounting and reporting  standards for
all stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123
requires compensation expense to be recorded (i) using the new fair value method
or (ii) using the existing accounting rules prescribed by Accounting  Principles
Board Opinion No. 25,  "Accounting  for stock issued to employees"  (APB 25) and
related interpretations with proforma disclosure of what net income and earnings
per share would have been had the Company adopted the new fair value method. The
Company uses the intrinsic  value method  prescribed by APB 25 and has opted for
the disclosure  provisions of SFAS No.123.  No options have been granted for the
years ended  December 31, 2004 and 2003 and for the nine months ended  September
30, 2005.


                        XI'AN XILAN NATURAL GAS CO., LTD

Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the  recognition of deferred tax assets and  liabilities for the expected future
tax  consequences of events that have been included in the financial  statements
or tax returns. Under this method,  deferred income taxes are recognized for the
tax consequences in future years of differences  between the tax bases of assets
and liabilities and their financial  reporting  amounts at each period end based
on enacted tax laws and statutory  tax rates  applicable to the periods in which
the differences are expected to affect taxable income.  Valuation allowances are
established,  when  necessary,  to reduce  deferred  tax  assets  to the  amount
expected to be realized.  At December 31, 2004 and September 30, 2005, there was
no significant book to tax differences.


Pursuant to the tax laws of China, general enterprises are subject to income tax
at an effective  rate of 33%.  The Company is in the natural gas industry  whose
development  is  encouraged  by the  government.  According  to the  income  tax
regulation,  any company  engaged in the natural gas industry enjoys a favorable
tax rate. Accordingly,  the Company's income is subject to a reduced tax rate of

At  December  31,  2004,  the Company had net  operating  loss of  approximately
$162,000  all of which was  generated  in the Peoples  Republic of China  (PRC).
Under PRC income tax rules,  net operating  losses can be carried  forward for 5
years.  The Company has recorded a 100% valuation  allowance on the gross amount
of deferred tax assets of $25,000 based on the uncertainty of its realization at
December 31, 2004.  There were no other book to tax  differences at December 31,
2004 and 2003.

A reconciliation of tax at United States federal statutory rate to provision for
income tax recorded in the financial statements is as follows:

                                                             For the Years                 For the Nine Months
                                                           Ended December 31,              Ended September 30,
                                                         2004             2003             2005           2004
                                                     -------------    --------------    -----------    ------------
Tax provision (credit) at statutory rate                (34%)              34%              34%           (34%)
Foreign tax rate difference                              19%              (19%)            (19%)           19%
Change in valuation allowance                            15%                -                -             15%
Other                                                                       2%
                                                     -------------    --------------    -----------    ------------
                                                          -                17%             15%              -
                                                     =============    ==============    ===========    ============

Foreign Currencies Translation

Assets and  liabilities  in foreign  currency are recorded at the balance  sheet
date at the rate prevailing on that date. Items of income statement are recorded
at the average exchange rate. Gain or loss on foreign currency  transactions are


                        XI'AN XILAN NATURAL GAS CO., LTD

reflected  on  the  income  statement.  Gain  or  loss  on  financial  statement
translation  from foreign  currency are recorded as a separate  component in the
equity section of the balance sheet as component of  comprehensive  income.  The
functional currency of the Company is Chinese Renminbi.

Basic and diluted net loss per share

Net loss per share is calculated  in accordance  with the Statement of financial
accounting  standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion  No.15 (APB 15). Net loss per
share for all periods  presented  has been  restated to reflect the  adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of  common  shares  outstanding.  Diluted  net  loss  per  share is based on the
assumption that all dilutive convertible shares and stock options were converted
or exercised.  Dilution is computed by applying the treasury stock method. Under
this method,  options and warrants are assumed to be exercised at the  beginning
of the period (or at the time of issuance,  if later),  and as if funds obtained
thereby were used to purchase  common  stock at the average  market price during
the period.

Statement of Cash Flows:

In  accordance  with  Statement  of  Financial   Accounting  Standards  No.  95,
"Statement  of  Cash  Flows,"  cash  flows  from  the  Company's  operations  is
calculated  based upon the local  currencies.  As a result,  amounts  related to
assets  and  liabilities  reported  on the  statement  of cash  flows  will  not
necessarily  agree with  changes in the  corresponding  balances  on the balance

Supplemental Disclosure to Cash Flows

During  the year ended  December  31,  2003 cash from  financing  and  operating
activities exclude the effect of the conversion of debt to equity for $3,624,667
and gain on conversion of debt of 82,763.

Segment Reporting

Statement of Financial  Accounting  Standards No. 131 ("SFAS 131"),  "Disclosure
About  Segments of an Enterprise  and Related  Information"  requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating  decisions and assessing  performance.  Reportable segments
are based on products  and  services,  geography,  legal  structure,  management
structure, or any other manner in which management disaggregates a company. SFAS
131 has no effect on the  Company's  consolidated  financial  statements  as the
Company  consists  of one  reportable  business  segment.  All  revenue  is from
customers in People's Republic of China. All of the Company's assets are located
in People's Republic of China.

Recent Pronouncements

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections."  This  statement  applies to all  voluntary  changes in accounting
principle and requires  retrospective  application to prior  periods'  financial
statements   of  changes  in   accounting   principle,   unless  this  would  be
impracticable.  This statement also makes a distinction  between  "retrospective
application"  of an  accounting  principle  and the  "restatement"  of financial
statements to reflect the  correction of an error.  This  statement is effective
for accounting  changes and corrections of errors made in fiscal years beginning
after  December  15,  2005.  We are  evaluating  the effect the adoption of this
interpretation  will have on its financial  position,  cash flows and results of


                        XI'AN XILAN NATURAL GAS CO., LTD

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R").  FAS No. 123R requires
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based  compensation  issued to employees.  FAS
No. 123R is effective beginning in the Company's first quarter of fiscal 2006.

In June 2005,  the EITF reached  consensus on Issue No.  05-6,  Determining  the
Amortization Period for Leasehold Improvements ("EITF 05-6.") EITF 05-6 provides
guidance on  determining  the  amortization  period for  leasehold  improvements
acquired in a business  combination or acquired  subsequent to lease  inception.
The guidance in EITF 05-6 will be applied  prospectively  and is  effective  for
periods  beginning  after June 29,  2005.  EITF 05-6 is not  expected  to have a
material effect on its consolidated financial position or results of operations.

The Company  believes  that the adoption of this  standard will have no material
impact on its financial statements.


Other asset consists of advance payments for purchases of certain equipment.


Other payable consists of the following as of December 31, 2004:

         Other accounts payable               $   26,360
         Welfare payable                          14,673
         Tax payable                              18,874
         Other levies                                759
                  Total                       $   60,666

Other payable consists of the following as of September 30, 2005 (unaudited):

         Other accounts payable               $   24,659
         Welfare payable                          13,433
         Tax payable                             220,280
         Other levies                              3,400
                  Total                       $  261,772


On January 1, 2003,  the Company had  10,000,000  registered  shares  issued and

On December 30, 2003, the Company converted $ 3,624,667 of debt in to 30,000,000
shares of common stock.  The Company recorded a gain on conversion of $82,763 as
a result of this transaction.  The shares were recorded as paid in capital since
the shares were not registered.

The Company did not have any  issuances of its stock in the year ended  December
31, 2004.

During the nine months ended  September 30, 2005, the Company issued  29,000,000
shares of common stock for $3,503,897 cash contribution (unaudited).


                        XI'AN XILAN NATURAL GAS CO., LTD


The Company has  established  its own employee  welfare plan in accordance  with
Chinese law and  regulations.  The Company makes annual  contributions of 14% of
all  employees'  salaries to employee  welfare  plan.  The total expense for the
above plan was  $10,045  and  $9,485  and $8,360 and $7,528 for the years  ended
December 31, 2004 and 2003 and for nine month periods  ended  September 30, 2005
and 2004 (unaudited), respectively.


As  stipulated  by the  Company Law of the  People's  Republic of China (PRC) as
applicable  to Chinese  companies  with  foreign  ownership,  net  income  after
taxation can only be distributed as dividends after  appropriation has been made
for the following:

(i)   Making up cumulative prior years' losses, if any;

(ii)  Allocations to the "Statutory  surplus  reserve" of at least 10% of income
      after tax, as determined under PRC accounting rules and regulations, until
      the fund amounts to 50% of the Company's registered capital;

(iii) Allocations  of 5-10%  of  income  after  tax,  as  determined  under  PRC
      accounting rules  and  regulations,  to the  Company's  "Statutory  common
      welfare fund", which is established for the purpose of providing  employee
      facilities and other collective benefits to the Company's employees; and

(iv)  Allocations  to the discretionary  surplus  reserve,  if  approved  in the
      shareholders' general meeting.

The  Company  has  appropriated  $78,976 as reserve  for the  statutory  surplus
reserve  and  welfare  fund  for  the  nine  months  ended  September  30,  2005
(unaudited)  and $3,547 for the year ended  December 31, 2003. No allocation was
made for the year  ended  December  31,  2004 as the  company  had net loss from


Earnings  per share for the years ended  December  31, 2004 and 2003 and for the
nine months ended  September  30, 2005 and 2004  (unaudited)  are  determined by
dividing net income for the periods by the weighted average number of both basic
and diluted shares of common stock and common stock equivalents outstanding.  At
December  31,  2004 and 2003 and  September  30,  2005 and 2004,  there  were no
dilutive securities.


The Company  purchases  all of the  natural  gas for resale from one vendor.  No
amount was owing to this vendor at December 31, 2004 or at September 30, 2005.

Three major customers accounted for 84%, 92% and 82% of the construction revenue
for the years ended  December  31,  2004 and 2003 and for the nine months  ended
September 30, 2004 (unaudited),  respectively. One customer accounted for 87% of
the construction revenue for the nine months ended September 30, 2005.


                        XI'AN XILAN NATURAL GAS CO., LTD

The  Company's  operations  are carried out in the  People's  Republic of China.
Accordingly,   the  Company's  business,  financial  condition  and  results  of
operations may be influenced by the political,  economic and legal  environments
in the People's Republic of China, by the general state of the People's Republic
of China`s  economy.  The  Company's  business may be  influenced  by changes in
governmental  policies with respect to laws and  regulations,  anti-inflationary
measures,  currency  conversion and remittance  abroad, and rates and methods of
taxation, among other things.


The Company has receivable from related parties - shareholders of the Company in
the amount of $171,563 as of September 30, 2005 (unaudited).


The Company entered in to an agreement with one of its customer under which, the
Company will acquire  certain  equipment for $2,765,200  (RMB  22,300,000).  The
Company paid $ 1,240,000  (RMB  10,000,000)  on April 22, 2005. At September 30,
2005,  $308,668 (RMB 2,489,262)  is included  in accounts  receivable  from this
customer,  which will be  adjusted  against  the  purchase  price at the date of
transfer of title to the equipment. The agreement stipulates that 100 days after
the advance  payment,  the equipment  will be  transferred  to the Company.  The
remaining unpaid balance will be paid by the Company through delivery of natural
gas to this customer at a specified price per cubic meter of gas.


                         CONVENTURE INTERNATIONAL, INC.
                        FOR THE YEAR ENDED JULY 31, 2005

The following  Unaudited Pro Forma Statement of operations has been derived from
the audited financial statements of Coventure  International,  Inc., (A) for the
year ended July 31, 2005 and the audited  financial  statements of Xi'an Natural
Gas Co.  (B) for the year ended  December  31,  2004,  the  unaudited  financial
statements of (B) for the nine months ended September 30, 2004 and September 30,
2005,  respectively.  The  Pro  Forma  Statements  of  Operations  reflects  the
acquisition  of  B  by A (a  reporting  company)  on  December  6,  2005  in  an
acquisition accounted for using the reverse acquisition method of accounting and
assumes that such acquisition was consummated as of August 1, 2004.

The Pro Forma Statement of Operations and financial conditions should be read in
conjunction  with the Financial  Statements of A, the Financial  Statements of B
and the  Notes to the  financial  statements.  The Pro Forma  Statements  do not
purport to represent  what the  Company's  results of  operations  and financial
conditions  would actually  information and the assumption set forth in the foot
notes below, which management believes are reasonable.

                                              A               B                Pro Forma          Pro Forma
                                         (Historical)    (Historical)          Adjustment         Combined
                                        --------------  -------------       ---------------   ----------------
Net Revenue                             $     234,777   $  2,896,840        $            -    $     3,131,617

Cost of revenue                                     -      1,491,645                     -          1,491,645
                                        --------------  -------------       ---------------   ----------------

Gross profit                                  234,777      1,405,195                     -          1,639,972

Operating expenses                            270,484        570,035                     -            840,519
                                        --------------  -------------       ---------------   ----------------

Loss from operations                          (35,707)       835,159                     -            799,452

Non-operating income (Expenses), 
 minority interest and income tax              57,881         (1,813)                    -             56,068
                                        --------------  -------------       ---------------   ----------------

Net gain (loss)                         $      22,174   $    833,347        $            -    $       855,521
                                        ==============  =============       ===============   ================


   Weighted -average number of
   shares outstanding                       7,022,000     40,000,000                          (3)  20,204,088
                                        ==============  =============                         ================

   Gain (Loss) per share                $        0.00   $       0.02                          $          0.04
                                        ==============  =============                         ================

(1)  Loss per share data shown above are  applicable  for both primary and fully

(2)  Weighted-average  number  of shares  outstanding  for the  combined  entity
     includes all shares issued before the  acquisition  as if outstanding as of
     August 1, 2004.

(3)  Weighted average number of shares  outstanding for combined entity includes
     5,051,022  shares of A as of August 1, 2004  after  talking  in to  account
     4,000,000  shares  issued  to B  and  5,971,178  shares  of  the  principal
     shareholder  of A that  were  cancelled  as a  result  of the  merger.  The
     weighted  average shares reflect a 4:1 stock split after the consumation of
     the merger.


                         CONVENTURE INTERNATIONAL, INC.
                               AS ON JULY 31, 2005

The following  unaudited Pro Forma  Statement of financial  conditions  has been
derived from the audited financial statements of Conventure International,  inc.
(A) as of July 31, 2005 and the unaudited financial  statements of Xi'an Natural
Gas Co. (B) as of September  30, 2005.  The  unaudited  Pro Forma  Statements of
financial conditions reflects the acquisition of B by A (a reporting company) in
a merger using reverse acquisition method of accounting.

                                                               A              B                Pro Forma          Pro Forma
                                                         (Historical)    (Historical)          Adjustment         Combined
                                                        --------------  -------------       ---------------   ----------------

Current Assets                                          $      23,490 $    1,879,311    (1) $      (23,490)   $     1,879,311  

Property & equipment, net                                      32,063      5,405,515    (1)        (32,063)         5,405,515

Intangible assets, net                                              -              -                     -                  -

Other non-current assets                                            -      2,491,411                                2,491,411

                                                        --------------  -------------       ---------------   ----------------
TOTAL ASSETS                                            $      55,553   $  9,776,237        $      (55,553)   $     9,776,237  
                                                        ==============  =============       ===============   ================ 


Current liabilities                                     $     161,397   $    641,470    (1) $     (161,397)   $       641,470  

Long-term liabilities                                           5,493              -    (1)         (5,493)                 0

Stockholders' equity;

  Common stock                                                    702      8,336,893    (2)     (8,336,374)             2,075
                                                                                        (4)          1,556

  Additional paid in capital                                  139,280              -    (3)       (139,280)         8,334,818
                                                                                        (2)      8,335,672
                                                                                        (4)         (1,556)
  Statutory reserve                                                 -         82,433                     -             82,433

  Subscription receivable                                           -              -                     -                  -

  Accumulated other comprehensive gain (loss)                  (8,451)       199,859    (3)          8,451            199,859
  Retained earnings (deficit)                                (242,868)       515,582    (3)        242,868            515,582

                                                        --------------  -------------       ---------------   ----------------
     Total stockholders' equity (deficit)                    (111,337)     9,134,767               111,337          9,134,767
                                                        --------------  -------------       ---------------   ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)    $      55,553   $  9,776,237        $      (55,553)   $     9,776,237  
                                                        ==============  =============       ===============   ================


(1) Elimination of assets and liabilities of A sold to A's principal stockholder
in return for 5,971,178 shares

(2)  Recapitalization  of B to account for issuance of 4,000,000  shares of A to
shareholders of B

(3) Elimination of pre-acquisition retained earnings of (A)

(4) To account for 4:1 stock split after merger