As filed with the Securities and Exchange Commission on October 31, 2007

Registration No. 333-128697
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CANTOP VENTURES INC.
(Name of small business issuer in its charter)

NEVADA 1000 20-2414965
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

Cantop Ventures Inc.
Christopher Paterson, President
564 Wedge Lane
Fernley, NV 89408
Telephone: (604) 805-6340
Facsimile: (604) 224-5674
(Address and telephone number of principal executive offices)

Robert C. Harris
564 Wedge Lane
Fernley, NV 89408
(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: as soon as practicable after
the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

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

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

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

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

CALCULATION OF REGISTRATION FEE

================================================================================
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES DOLLAR OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)
- --------------------------------------------------------------------------------
Common Stock $45,000 $0.01 $45,000 $5.30
================================================================================
(1) Based on the last sales price on July 27, 2005
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================

PROSPECTUS

CANTOP VENTURES INC.
4,500,000 SHARES
COMMON STOCK

----------

The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.

Our common stock is quoted on the Over-the-Counter Bulletin Board under the
symbol "CPVT.OB".

----------

The purchase of the securities offered through this prospectus involves a high
degree of risk. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 5-9.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price based
upon the price of the last sale of our common stock to investors.

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

PROSPECTUS

TABLE OF CONTENTS

PAGE
----
Summary ..................................................................... 3
Risk Factors ................................................................ 5
- If we do not obtain additional financing, our business will
fail .............................................................. 5
- Because we have just commenced business operations, we face a
high risk of business failure ..................................... 6
- We expect to incur significant losses in the foreseeable future.... 6
- Because the claim is held in trust, we may incur costs if the
trustee becomes bankrupt or transfers the claims to a third party.. 6
- Because of the speculative nature of exploration of mining
properties, there is substantial risk that our business will
fail .............................................................. 7
- We need to continue as a going concern if our business is to
succeed and Our independent auditor has raised doubt about our
ability to continue as a going concern ............................ 7
- There is a risk that we will lose all rights to the claim if
we fail to renew by the expiry date................................ 7
- Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or
damages as we conduct our business ................................ 7
- Even if we discover commercial reserves of precious metals
on the Copper Road I - VI claim, we may not be able to
successfully obtain commercial production ......................... 8
- If we become subject to burdensome government regulation or
other legal uncertainties, our business will be negatively
affected .......................................................... 8
- Because management has no technical experience in mineral
exploration, our business has a higher risk of failure............. 8
- Because our president has other business interests, he may
not be able or willing to devote a sufficient amount of time
to our business operations, causing our business to fail .......... 8
- If a market for our common stock does not develop,
shareholders may be unable to sell their shares ................... 9
- A purchaser is purchasing penny stock which limits the
ability to sell stock ............................................. 9
Use of Proceeds ............................................................. 9
Determination of Offering Price ............................................. 9
Dilution .................................................................... 10
Selling Securityholders ..................................................... 10
Plan of Distribution ........................................................ 13
Legal Proceedings ........................................................... 15
Directors, Executive Officers, Promoters and Control Persons ................ 15
Security Ownership of Certain Beneficial Owners and Management .............. 16
Description of Securities ................................................... 17
Interest of Named Experts and Counsel ....................................... 18
Disclosure of Commission Position of Indemnification for Securities
Act Liabilities ............................................................. 18
Organization Within Last Five Years ......................................... 19
Description of Business ..................................................... 19
Plan of Operations .......................................................... 24
Description of Property ..................................................... 25
Certain Relationships and Related Transactions .............................. 25
Market for Common Equity and Related Stockholder Matters .................... 25
Executive Compensation ...................................................... 27
Financial Statements ........................................................ 27
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure ........................................................ 27

SUMMARY

PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.

We are in the business of mineral property exploration. We are currently in the
start-up phase of operations. Our sole mineral property asset is a mineral claim
known as the Copper Road I - VI claim, located Approx 2 Kilometers East of Deep
Water Bay (N.T.S. 92K/03W) Quadra Island of British Columbia. Pursuant to a
Mineral Property Purchase Agreement dated March 3, 2005, we acquired a 100%
undivided right, title and interest in and to the property. The owner of the
Copper Road I - VI claim and the grantor of the purchase is Larry Sostad of
Vancouver, British Columbia.

A "mineral claim" refers to a specific section of land over which a title holder
owns rights to exploration to ground. Such rights may be transferred or held in
trust. Mr. Sostad is currently our Trustee and is holding the Copper Road I - VI
property in his name for our benefit. It is a common procedure to have such
claims held in trust given the expense that we would incur in registering as a
recorded claim holder and as an extra-provincial company in British Columbia. We
can request that the claims be registered in our name at any time.

If the trustee becomes bankrupt or transfers the claims to a third party, we may
incur significant legal expenses in enforcing our interest in the claims in
British Columbia courts. The registration of the claims in the name of a trustee
does not impact a third party's ability to commence an action against us
respecting the property itself or to seize the claims after obtaining judgment.

The Copper Road I - VI claim consists of one mineral claim comprising 150
hectares. It is currently recorded under Tenure Number 526652. The original
claim was created on March 3, 2005 and renewed under Tenure Number 526652 on
January 30, 2005. The claim and is in good standing until January 30, 2007. The
claims are owned as to 100% by the Company which entitles the Company to the
sub-surface mineral rights. The company does not have any interest in the
surface rights. To maintain the ownership of the claims, the company is
obligated to either complete exploration work of one hundred dollars per cell
per year (i.e. $600.00 per year) for the first three years commencing March 3,
2005, thence two hundred dollars per cell (i.e. $1,200) per year thereafter or
the payment of the equivalent of cash in lieu prior to the Expiry Date. There is
no other cost associated with the annual renewal of the Company's claim. We have
complied with these requirements to date. However, if we fail to renew the claim
at the expiry of the claim's tenure, we may lose rights to renew altogether,
which would leave the Company void of its major asset.

Our objective is to conduct mineral exploration activities on the Copper Road I
- - VI claim in order to assess whether it possesses economic reserves of minerals
such as gold, copper and silver. We have not yet identified any economic
mineralization on the property. Our proposed exploration program, which is
broken down into four phases, is designed to search for an economic mineral
deposit. The four phases encompass compilation and analysis of previous
exploration data, investigation of anomalous areas, localized general and
detailed magnetometer and soil surveys, and testing diamond drilling of targets
delineated within the potential exploration sites.

Exploration for minerals is a speculative venture necessarily involving
substantial risk. In all probability, the Copper Road I - VI claim does not
contain any reserves and funds that we spend on exploration will be lost.

We were incorporated on February 22, 2005 under the laws of the state of Nevada.
Our principal offices are located at 564 Wedge Lane, Fernley, NV 89408 Our
telephone number is (604) 805-6340.

THE OFFERING:

SECURITIES BEING OFFERED Up to 4,500,000 shares of common stock.

OFFERING PRICE The selling shareholders will sell our shares at
$0.01 per share until our shares are quoted on the
OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. We
determined this offering price based upon the price
of the last sale of our common stock to investors.

TERMS OF THE OFFERING The selling shareholders will determine when and
how they will sell the common stock offered in this
prospectus.

TERMINATION OF THE OFFERING The offering will conclude when all of the
4,500,000 shares of common stock have been sold,
the shares no longer need to be registered to be
sold or we decide to terminate the registration of
the shares.
SECURITIES ISSUED
AND TO BE ISSUED 8,500,000 shares of our common stock are issued and
outstanding as of the date of this prospectus. All
of the common stock to be sold under this
prospectus will be sold by existing shareholders.

USE OF PROCEEDS We will not receive any proceeds from the sale of
the common stock by the selling shareholders.

Our stock is currently quoted on the Over-the-Counter Bulletin Board under the
symbol "CPVT.OB".

SUMMARY FINANCIAL INFORMATION

BALANCE SHEET

July 31, 2007
-------------
Cash $ 358.00
-----------
Total Assets $ 358.00
-----------
Liabilities $ 7,247.00
-----------
Total Stockholders' Equity $ (6,889.00)
===========

STATEMENT OF OPERATIONS

From Incorporation on
February 22, 2005 to July 31, 2007
----------------------------------
Revenue $ 0.00
Net Loss and Deficit $(59,189.00)
===========

Our auditors have issued a going concern opinion, which is set forth in Note 1
to the audited Financial Statements included in this Registration Statement.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current operating funds are less than necessary to complete all intended
exploration of the Copper Road I - VI claim, and therefore we will need to
obtain additional financing in order to complete our business plan. We currently
do not have any operations and we have no income. As well, we will not receive
any funds from this registration.

Our business plan calls for significant expenses in connection with the
exploration of the Copper Road I - VI claim. Our current exploration program
consists of four phases. The actual cost for phase one was US $6,300 and the
estimated cost for phase two is $6,300. The estimated cost to complete phases
three and four are $12,600 and $29,400 respectively, as outlined in detail in
the table on pages 21-22 of this registration statement.

While we had sufficient funds to conduct phase one of our exploration program,
we will require additional financing in order to commence phase II and to cover
our anticipated administrative costs. We will also require additional financing
if the costs of the exploration of the Copper Road I - VI claim are greater than
anticipated. Even after completing all proposed exploration, we will not know if
we have a commercially viable mineral deposit. Further, if we complete our
current exploration program and are successful in identifying mineral deposits,

substantial funds will be required on further drilling and engineering studies
to ascertain whether we have commercially viable mineral deposit or reserve.

We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and may not be able to find such
financing if required. Obtaining additional financing would be subject to a
number of factors, including the market price for copper, investor acceptance of
our property and general market conditions. These factors may make the timing,
amount, terms or conditions of additional financing unavailable to us.

BECAUSE WE HAVE JUST COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.

We just commenced exploration on the Copper Road I - VI claim. Accordingly, we
have no way to evaluate the likelihood that our business will be successful. We
were incorporated on February 22, 2005 and to date have been involved primarily
in organizational activities and the acquisition of the purchase of a mineral
property. We have not earned any revenues as of the date of this prospectus.
Potential investors should be aware of the difficulties normally encountered by
new mineral exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

WE EXPECT TO INCUR SIGNIFICANT LOSSES IN THE FORESEEABLE FUTURE.

Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. For example,
completion of exploration phase two is estimated to cost us $6,300.
We have received positive results from phase I exploration. If we receive
positive results from phase two, we expect to incur additional costs estimated
of $12,600 to complete exploration phase three and $29,400 for completion of
phase four. We do not expect to receive any income while conducting the
above-mentioned exploration phases. We therefore expect to incur significant
losses into the foreseeable future.

BECAUSE THE CLAIM IS HELD IN TRUST, WE MAY INCUR COSTS IF THE TRUSTEE BECOMES
BANKRUPT OR TRANSFERS THE CLAIMS TO A THIRD PARTY

does not impact a third party's ability to commence an action against us
respecting the property itself or to seize the claims after obtaining judgment.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for valuable minerals as a business is extremely risky. The
likelihood of our mineral property containing economic mineralization or
reserves of gold is extremely remote. Exploration for minerals is a speculative
venture necessarily involving substantial risk. In all probability, the Copper
Road I - VI claim does not contain any reserves and funds that we spend on
exploration will be lost. As well, problems such as unusual or unexpected
formations and other conditions are involved in mineral exploration and often
result in unsuccessful exploration efforts. In such a case, we would be unable
to complete our business plan.

WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR
INDEPENDENT AUDITOR HAS RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN.

The report of our independent accountant to our audited financial statements for
the period ended July 31, 2007 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern. Such
factors identified in the report are that we have an accumulated deficit since
inception, we are likely to incur further losses in the development of our
business and that we are dependent upon obtaining adequate financing and
generating profitable operations.

THERE IS A RISK THAT WE WILL LOSE ALL RIGHTS TO THE CLAIM IF WE FAIL TO RENEW BY
THE EXPIRY DATE.

The Copper Road I - VI claim consists of one mineral claim comprising 150
hectares. It is currently recorded under Tenure Number 526652. The original
claim was created on March 3, 2005 and renewed under Tenure Number 526652 on
January 30, 2007. We have renewed the claim on an annual basis. The claim is
presently in good standing until January 30, 2008. The claims are owned as to
100% by the Company which entitles the Company to the sub-surface mineral
rights. The company does not have any interest in the surface rights. To
maintain the ownership of the claims, the company is obligated to either
complete exploration work of one hundred dollars per cell per year (i.e. $600.00
per year) for the first three years commencing March 3, 2005, thence two hundred
dollars per cell (i.e. $1,200) per year thereafter or the payment of the
equivalent of cash in lieu prior to the Expiry Date. There is no other cost
associated with the annual renewal of the Company's claim. We have diligently
renewed our claim annually. However, if we fail to renew the claim at the expiry
of the claim's tenure, we may lose rights to renew altogether, which would leave
the Company void of its major asset.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE COPPER ROAD I
- - VI CLAIM, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The Copper Road I - VI claim does not contain any known bodies of
mineralization. If we complete our current exploration program and are
successful in identifying mineral deposits, substantial funds will be required
on further drilling and engineering studies to ascertain whether we have
commercially viable mineral deposit or reserve. In addition, if our exploration
programs are successful in establishing gold of commercial tonnage and grade, we
will require additional funds in order to place the property into commercial
production. We may not be able to obtain such financing.

IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL
UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

There are several governmental regulations that materially restrict mineral
property exploration and development. Under Canadian mining law, to engage in
certain types of exploration will require work permits, the posting of bonds,
and the performance of remediation work for any physical disturbance to the
land. While these current laws will not affect our current exploration plans, if
we proceed to commence drilling operations on the Copper Road I - VI property,
we will incur modest regulatory compliance costs.

In addition, the legal and regulatory environment that pertains to the
exploration of ore is uncertain and may change. Uncertainty and new regulations
could increase our costs of doing business and prevent us from exploring for ore
deposits. The growth of demand for ore may also be significantly slowed. This
could delay growth in potential demand for and limit our ability to generate
revenues. In addition to new laws and regulations being adopted, existing laws
may be applied to mining that have not as yet been applied. These new laws may
increase our cost of doing business with the result that our financial condition
and operating results may be harmed.

BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.

None of our officers or directors has any technical training or experience in
the field of geology and specifically in the areas of exploring for, starting
and operating a mine. As a result, we may not be able to recognize and take
advantage of potential acquisition and exploration opportunities in the sector
without the aid of qualified geological consultants. As well, with no direct
training or experience in these areas, our management may not be fully aware of
the specific requirements related to working in this industry. Their decisions
and choices may not take into account standard engineering or managerial
approaches mineral exploration companies commonly use. Consequently, our
operations, earnings and ultimate financial success may suffer irreparable harm
due to management's lack of training and experience in this industry.

BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our president, Mr. Christopher Paterson only spends approximately 25% of his
business time providing his services to us. While Mr. Paterson presently
possesses adequate time to attend to our interests, it is possible that the
demands on Mr. Paterson from his other obligations could increase with the

result that he would no longer be able to devote sufficient time to the
management of our business.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is currently no market for our common stock and no certainty that a market
will develop. Our common stock is quoted on the Over-the-Counter Bulletin Board
under the symbol "CPVT.OB", However, our shares may never trade on the bulletin
board. If no market is ever developed for our shares, it will be difficult for
shareholders to sell their stock. In such a case, shareholders may find that
they are unable to achieve benefits from their investment.

UNDER RULE 144, A SIGNIFICANT NUMBER OF RESTRICTED SHARES MAY BE AVAILABLE TO
THE PUBLIC IN MAY, 2006

There are currently 4,000,000 restricted shares outstanding that may, under Rule
144, have become available for sale to the public in May, 2006. Hence, the
possible sale of those restricted shares may, in the future, dilute the
percentage of free-trading shares held by a shareholder or subsequent purchaser
of these securities, and may have a depressive effect on the price of our
securities.

A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.

The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

Please refer to the "Plan of Distribution" section for a more detailed
discussion of penny stock and related broker-dealer restrictions.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results may differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in the "Risk Factors" section and elsewhere in this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.

DETERMINATION OF OFFERING PRICE

The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market

prices or privately negotiated prices. We determined this offering price, based
on the information provided by Mr. Sookochoff in the geology report, and upon
the price of the last sale of our common stock to investors.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.

SELLING SECURITYHOLDERS

The selling shareholders named in this prospectus are offering all of the
4,500,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
under Regulation D of the Securities Act of 1933 and/or Regulation S of the
Securities Act of 1933 and pursuant to a mineral property purchase agreement.
The shares include the following:

1. 2,000,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation D of the Securities Act of 1933 and/or Regulation S
of the Securities Act of 1933 and was completed on July 3, 2005; and
2. 2,500,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation D of the Securities Act of 1933 and/or Regulation S
of the Securities Act of 1933 and was completed on July 27, 2005.

The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:

1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.

Total Number
of Shares to Total Shares Percent
Be Offered For Owned Upon Owned Upon
Name Of Shares Owned Selling Completion Completion
Selling Prior to This Shareholders of this of This
Stockholder Offering Account Offering Offering
- ----------- -------- ------- -------- --------

Carolyn Roberts 250,000 250,000 Nil Nil
63-52A Street
Delta, BC V4M2Z6

William Roberts 250,000 250,000 Nil Nil
63-52A Street
Delta, BC V4M2Z6

Lori Kliman 250,000 250,000 Nil Nil
1506-989 Richards St
Vancouver, BC V6B6R6

James Etherington 250,000 250,000 Nil Nil
909-1068 Hornby St
Vancouver, BC V6Z2Y7

Beulah Harriot 250,000 250,000 Nil Nil
217-330 E. 7th Avenue
Vancouver, BC V7T4K5

Todd Czarnecki 250,000 250,000 Nil Nil
6352 Caminito Luisito
San Diego, CA 92111

Terri Proctor 250,000 250,000 Nil Nil
1457 Pacific St
Redlands, CA 92373

Janet Eisele 250,000 250,000 Nil Nil
6051 Las Nubes Drive
Las Vegas, NV 89142

John Kovacevic 100,000 100,000 Nil Nil
5773 Seaview Rd
W. Vancouver, BC V7W1P9

Stuart Omsen 100,000 100,000 Nil Nil
853 West 17th Ave
Vancouver, BC V5Z1V3

Paul Rickman 100,000 100,000 Nil Nil
2574 Byron Rd
N. Vancouver, BC V7H1M2

Stephen Rickman 100,000 100,000 Nil Nil
1506-121 W. 15th St
N. Vancouver, BC V7M1R8

George Rickman 100,000 100,000 Nil Nil
786 Edgewood Rd
N. Vancouver, BC V7R1Y4

James Ward 100,000 100,000 Nil Nil
2144 Whitman Ave
N. Vancouver, B.C. V7H2C5

Adrian Crawford 100,000 100,000 Nil Nil
1-1155 Melville St
Vancouver, B.C. V6E4C4

Beverley Paterson 100,000 100,000 Nil Nil
17365 SW 13th St
Pembroke Pines, FL 33029

Dan Perko 100,000 100,000 Nil Nil
701-183 Keefer Pl
Vancouver, B.C. V6B6B9

Meredith Powel 100,000 100,000 Nil Nil
507-1383 Marina Side Crescent
Vancouver, B.C. V6Z2W9

Shanon Rickman 100,000 100,000 Nil Nil
415-3608 Deercrest Dr.
N. Vancouver, B.C. V7G2S8

Tom Byrne 100,000 100,000 Nil Nil
1107-1250 Burnaby St
Vancouver, BC V6E1P6

Don Histed 100,000 100,000 Nil Nil
343-2655 Cranberry Dr.
Vancouver, BC V6K4V5

Carol Dahlberg 100,000 100,000 Nil Nil
842 Cedros Ave
Solana Beach, CA 92075

Ben Bohl 100,000 100,000 Nil Nil
842 Cedros Ave
Solana Beach, CA 92075

Diane McDaniel 100,000 100,000 Nil Nil
2263 E. Mercer Ln
Phoenix, AZ 85028

Danny Love 100,000 100,000 Nil Nil
76 F Street
Chula Vista, CA 91910

Barbara Daly 100,000 100,000 Nil Nil
2961 Columbia St. #16
San Diego, CA 92103

Laurel O'Neill 100,000 100,000 Nil Nil
PO Box 17724
San Diego, CA 92177

Edith Reyes 100,000 100,000 Nil Nil
2640 Tablerock Ave
Chula Vista, CA 91914

Vanesa Trester 50,000 50,000 Nil Nil
404-1850 W. 8th Ave
Vancouver, B.C. V6J5G3

Patti Ransom 50,000 50,000 Nil Nil
401-1107 Homer St
Vancouver, BC V6B2Y1

Tina Marie Steen 50,000 50,000 Nil Nil
583 E. 27th Ave
Vancouver, B.C. V5V2K7

Michelle Boey 50,000 50,000 Nil Nil
504-2288 Pine St
Vancouver, BC V6J5G4

Barb Dean 50,000 50,000 Nil Nil
2345 Cotswold Crescent
Unit 21
Burlington, ON L7P4S4

Robert Stoikos 50,000 50,000 Nil Nil
5233 Thornburn Dr.
Burlington, ON L7L6R3

Jenna Kelly 50,000 50,000 Nil Nil
102-1812 W. 7th Ave
Vancouver, BC V6J1S8

Laura Homiston 50,000 50,000 Nil Nil
1222 1/2Locust St
San Diego, CA 92106

Karen Neudecker 50,000 50,000 Nil Nil
313 Glen Creek Dr.
Bonita, CA 91902

Melissa Granados 50,000 50,000 Nil Nil
3752 Mykonos Ln
Suite 107
San Diego, CA 92130

Each of the above shareholders beneficially owns and has sole voting and
investment over all shares or rights to the shares registered in his or her
name. The numbers in this table assume that none of the selling shareholders
sells shares of common stock not being offered in this prospectus or purchases
additional shares of common stock, and assumes that all shares offered are sold.
The percentages are based on 8,500,000 shares of common stock outstanding on the
date of this prospectus.

None of the selling shareholders:

(1) has had a material relationship with us other than as a shareholder at
any time within the past three years;
(2) has ever been one of our officers or directors; or
(3) is a broker-dealer or affiliate of a broker dealer.

Shareholder, Beverly Paterson, is the owner of 100,000 shares. She is the mother
of our President and Director, Christopher Paterson.

PLAN OF DISTRIBUTION

There is presently no public market for our common stock. Our stock is quoted on
the Over-the-Counter Bulletin Board under the symbol "CPVT.OB"/ However, we can
provide no assurance that our shares will have a market value or that a market
for our securities can be sustained if developed.

The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions.

The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily based upon the price of the last sale of our common stock to
investors. The shares may also be sold in compliance with the Securities and
Exchange Commission's Rule 144.

We are bearing all costs relating to the registration of the common stock. These
are estimated to be $6,553.30. The selling shareholders, however, will pay any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock. In particular,
during such times as the selling shareholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to be an
underwriter, they must comply with applicable law and may, among other things:

1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Exchange Act.

The Securities Exchange Commission has also 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:

* contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading;
* 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 of such duties;
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance
of the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
* contains such other information and is in such form (including
language, type, size, and format) as the Commission shall require by
rule or regulation;

The broker-dealer also must provide, prior to proceeding with any transaction in
a penny stock, the customer:

* with bid and offer quotations for the penny stock;
* details of the compensation of the broker-dealer and its salesperson
in the transaction;
* 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
* monthly account statements showing the market value of each penny
stock held in the customer's account.

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 suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. The name and address for
the agent for service of process in Nevada is Robert C. Harris, 564 Wedge Lane,
Fernley, NV 89408.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:

DIRECTORS:

Name of Director Age
- ---------------- ---
Christopher Paterson 41
Robert Roth 36

EXECUTIVE OFFICERS:

Name of Officer Age Office
- --------------- --- ------
Christopher Paterson 41 President, CEO, Secretary,
Treasurer and Director

BIOGRAPHICAL INFORMATION

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

MR. CHRISTOPHER PATERSON has acted as our President, CEO, Secretary and
Treasurer since our incorporation on February 22, 2005. From 2000 to present,
Mr. Paterson acted as a Business Consultant and investor.

After receiving his degree in Marketing in 1987 Mr. Paterson went on to work for
John Tann Ltd. (UK), a security equipment manufacturer, where he held various
positions in Sales and Marketing until 1994.

He then worked for Honeywell Ltd. where he was responsible for the financial and
large commercial portfolios for the company until 1998.

With his proven management skills and vast business experience, including the
funding of Mining and Exploration companies, he is positioned to capitalize on
the opportunities present in this growing sector.

Mr. Paterson does not have any professional training or technical credentials in
the exploration, development and operation of mines.

Mr. Paterson intends to devote approximately 25% of his business time to our
affairs.

MR. ROBERT ROTH received his Masters in Business Administration from Cal Poly
San Luis Obispo, in 1998. Since that date, Mr. Roth has assisted companies in
the areas of marketing, product management, process management, usability,
public relations, advertising, customer retention, communications and graphic
design.

From May, 1998 to present, Mr. Roth has worked with such companies as:
SimpleNet, Broadcast.com, Yahoo!, NetIdentity, NamePlanet, ThatYear, and
Infommersion.

Mr. Roth has experience as a member of the board of directors for the following
organizations: iLounge San Diego Conference Planning Committee, San Diego
iMarketers, NIRSA.

TERM OF OFFICE

Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officer is appointed by the board of directors
and will hold office until removed by the board.

SIGNIFICANT EMPLOYEES

We have no significant employees other than the officer and director described
above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.

Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
----- ------------------- --------- --------
COMMON Christopher Paterson 2,000,000 24.84%
STOCK President, CEO
Secretary and Treasurer
Director
200 - 675 West Hastings St.
Vancouver, BC V6B 1N2 CANADA

Robert Roth 2,000,000 24.84%
Director
6354 Caminito del Cervato
San Diego, CA 92111

COMMON All officers and directors 4,000,000 49.68%
STOCK as a group that consists of shares
two persons

The percent of class is based on 8,500,000 shares of common stock issued and
outstanding as of the date of this prospectus.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 120,000,000 shares of common stock at a
par value of $0.001 per share.

COMMON STOCK

As of October 24, 2007, there were 8,500,000 shares of our common stock issued
and outstanding that are held by 40 stockholders of record. Holders of our
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.

Holders of 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 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.

Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.

PREFERRED STOCK

We do not have an authorized class of preferred stock.

DIVIDEND POLICY

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.

SHARE PURCHASE WARRANTS

We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.

The financial statements included in this prospectus and the registration
statement have been audited by Michael T. Studer CPA P.C., to the extent and for
the periods set forth in their report appearing elsewhere in this document and
in the registration statement filed with the SEC, and are included in reliance
upon such report given upon the authority of said firm as experts in auditing
and accounting.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. These provisions provide that we shall indemnify a
director or former director against all expenses incurred by him by reason of
him acting in that position. The director may also cause us to indemnify an
officer, employee or agent in the same fashion.

We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a property for indemnification against such
liabilities is asserted by our director, officer, or controlling persons in
connection with the securities being registered, we will, unless in the opinion
of our legal counsel the matter has been settled by controlling precedent,
submit the question of whether such indemnification is against public policy to
a court of appropriate jurisdiction. We will then be governed by the court's
decision.

ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated on February 22, 2005 under the laws of the state of Nevada.
On that date, Christopher Paterson was appointed as our director. As well, Mr.
Paterson was appointed as our president, CEO, secretary and treasurer. On May 4,
2005, Mr. Paterson appointed a second director, Robert Roth, to our board of
directors.

DESCRIPTION OF BUSINESS

IN GENERAL

We have commenced operations as an exploration stage company. We are engaged in
the acquisition, and exploration of mineral properties with a view to exploiting
any mineral deposits we discover that demonstrate economic feasibility. Pursuant
to a Mineral Property Purchase Agreement dated March 3, 2005, we acquired a 100%
undivided right, title and interest interest in a total of six mineral claim
cells, known collectively as the Copper Road I - VI claim, covering 150
hectacres and located Approx 2 Kilometers East of Deep Water Bay (N.T.S.
92K/03W) Quadra Island of British Columbia. On January 30, 2007, we renewed our
original claim to Copper Road I-VI, which is effective until January 30, 2007.
There is no assurance that a commercially viable mineral deposit exists on the
property. Further exploration will be required before a final evaluation as to
the economic and legal feasibility is determined. We do not have any current
plans to acquire interests in additional mineral properties, though we may
consider such acquisitions in the future.

Mineral property exploration is typically conducted in phases. Each subsequent
phase of exploration work is recommended by a geologist based on the results
from the most recent phase of exploration. Once we have completed and evaluated
each phase of exploration, we will make a decision as to whether or not we
proceed with each successive phase based upon the analysis of the results of
that phase. Our directors will make this decision based upon the recommendations
of the independent geologist who oversees the program and records the results.
We have completed the initial phase of exploration on the Copper Road I - VI
claim. Our professional consulting geologist, Mr. Laurence Sookochoff, has
provided his geological report for the results of Phase I exploration. Pursuant
to the Phase I results, he has recommended that we initiate Phase II of our
exploration program, which will consist of localized magnetometer and soil
surveys over the prime indicated anomalous zones. The additional work program is
estimated to cost U.S. $7,500 and further work will be dependent on the results
of the recommended additional program.

Our plan of operation is to conduct exploration work on the Copper Road I - VI
claim in order to ascertain whether it possesses economic quantities of copper
and precious metals. There can be no assurance that an economic mineral deposit
exists on the Copper Road I - VI claim until appropriate exploration work is
done and an economic evaluation based on such work concludes that production of
minerals from the property is economically feasible.

Even if we complete our proposed exploration programs on the Copper Road I - VI
claim and we are successful in identifying a mineral deposit, we will have to
spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit.

DESCRIPTION, LOCATION AND ACCESS

The Copper Road I - VI claim property is located on Quadra Island, which is
between Vancouver Island and the British Columbia mainland, within three
kilometres off the east coast of Vancouver Island. The coordinates of the
property are 125(degree) 18' 05" W Longitude and 50(degree) 11' 05" N Latitude
in the Nanaimo Mining Division, within Map Sheet NTS 082K03W. The property is
accessible by ferry from the city of Campbell River to Quathiaski Cove on Quadra
Island, then inland by road approximately 21 kilometres. Facilities and skilled
population Campbell River are readily available and will provide all the
necessary services needed for property exploration. According to the report
provided by Mr. Sookochoff, sufficient water for all phases of the exploration
program could be available from numerous water courses within the confines of
the property.

THE COPPER ROAD I - VI PROPERTY PURCHASE AGREEMENT

On March 3, 2005, we entered into an agreement with Larry Sostad of Vancouver,
British Columbia, whereby he sold a 100% undivided right, title and interest in
and to the Copper Road I - VI mineral claim for $3,500.

The Copper Road I - VI claim consists of one mineral claim comprising a six cell
claim block with an area of approximately 150 hectacres. The property includes a
mineralized shear zone from which historic production of some 4,736 tonnes of
mineralized material was reportedly mined from which approximately 87,181 grams
silver, 716 grams gold, and 182,729 kilograms of copper were recovered.

To maintain the ownership of the claims, we are obligated to either complete
exploration work of one hundred dollars per cell per year for three years thence
two hundred dollars per cell thereafter or the payment of the equivalent of cash
in lieu prior to the Expiry Date, which is currently January 30, 2008.

INFRASTRUCTURE AND CONDITION OF THE PROPERTY

The Copper Road I - VI claim is free of mineral workings. There is no equipment
or other infrastructure facilities located on the property. There is no power
source located on the property. We will need to use portable generators if we
require a power source for exploration of the Copper I - VI claim.

MINERALIZATION

The Copper Road I - VI claim mineralization is descried in the 1963 Minister of
Mines Report as comprised of quartz and copper sulfides occurring in variable
amounts within the shear zone (a tabular zone of rock which has been crushed due
to "shearing" along a fault or zone of weakness). Historic production was
obtained from two main mineralized "shoots" hosted by a shear zone indicated to
have a width of up to nine metres and to extend for 1,400 metres along strike
(the direction of a vein or rock formation measured on a level surface).
Mineralization, although sparse in drill hole intersections testing an IP
anomaly 1,000 feet distant, has been defined to a depth of 200 feet.
Mineralization is comprised of quartz, calcite, bornite, chalcocite,
chalcopyrite, native copper and malachite.

The complete text of the 1963 Minister of Mines Report can be found on the
Ministry of Energy, Mines and Petroleum Resources' website at
http://www.em.gov.bc.ca/dl/gsbpubs/annualreports/ar_1963.pdf.

EXPLORATION HISTORY

Previous exploration included diamond drilling and geophysical surveys from
which estimates of mineral reserves were 115,000 tons copper and silver grading
2.8% Cu and 0.5oz Ag per ton by Anaconda by H. Wahl, P.Eng., (1983) and 60,000
tons of +2% copper subject to confirmation by drilling and underground
exploration (Wahl, 1983). Metallurgical tests completed in 1998 indicated that a
recovery of 91% of the copper could be achieved. It was stated that the good
cupper recover by flotation suggests that an all-flotation procedure may be a
viable process for recovery.

GEOLOGICAL ASSESSMENT REPORT: COPPER ROAD I - VI CLAIM

We commissioned Mr. Laurence Sookochoff to prepare a geological report on the
Copper Road I - VI claim. Mr. Sookochoff holds bachelor if science degree in
geology from the University of British Columbia and has practiced his profession
as a geologist for over 38 years. He is a member of the Association of
Professional Engineers and Geoscientists of the Province of British Columbia.
The report summarizes the results of prior exploration and makes recommendations
for further exploration.

CONCLUSIONS

Initial Report - June 13, 2005

Based on his review of the Copper Road I - VI claim, Mr. Sookochoff concludes
that the Copper Road I - VI claim is located in a favorable geological
environment for the occurrence of copper mineralization. Mr. Sookochoff
recommends that we commence Phase II exploration program which consists of
localized general magnetometer and soil surveys over the prime indicated
anomalous zones.

Following the results of Phase II, further exploration pursuant to Phase III of
our exploration plan would entail geological mapping and trenching and sampling
of anomalous zones. Geological mapping involves plotting previous exploration
data relating to a property on a map in order to determine the best property
locations to conduct subsequent exploration work. Phase IV would consist of
drill testing anomalous or mineralized zones if warranted by the results of the
preceding phases. Drilling involves extracting a long cylinder of rock from the
ground to determine amounts of metals at different depths. Pieces of the rock
obtained, known as drill core, are analyzed for mineral content.

Updated Report - July 17, 2006

Phase I of our exploration program consisted of trenching and sampling on the
Copper Road property. The samples assayed significant values for copper. Based
on the results of the Phase I exploration program, Mr. Sookochoff has suggested
that we commence Phase II of our exploration program. The estimated cost of this
work is U.S. $7,500. Further work will be dependent upon the results of the
above recommended program.

PROPOSED BUDGET

Approximate costs for the recommended two phase program are as following:

Phase I
Compilation of previous exploration data; Analysis of the data, compilation map
And investigate the anomalous areas along The shear zone that are indicated to
contain mineralization

TOTAL PHASE I COSTS (actual): $ 6,300.00

Phase II
Localized general magnetometer and soil
Surveys over the prime indicated
anomalous zones

TOTAL PHASE II COSTS: $ 6,300.00

Phase III
Detailed magnetometer and soil surveys.

TOTAL PHASE III COSTS: $12,600.00

Phase IV
Test diamond drilling of the targets delineated within the potential exploration
sites.

TOTAL PHASE IV COSTS: $29,400.00
----------

GRAND TOTAL EXPLORATION COSTS: $54,600.00
==========

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in British Columbia specifically.

We will have to sustain the cost of reclamation and environmental mediation for
all exploration and development work undertaken. The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the currently planned work
programs. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in the exploration phases because the
impact on the project area is greater. Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment. Examples of regulatory requirements
include:

- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise re-mediated;
- Dumping of material on the surface will have to be re-contoured and
re-vegetated;
- An assessment of all material to be left on the surface will need to
be environmentally benign;

- Ground water will have to be monitored for any potential contaminants;
- The socio-economic impact of the project will have to be evaluated and
if deemed negative, will have to be re-mediated; and
- There will have to be an impact report of the work on the local fauna
and flora.

EMPLOYEES

We have no employees as of the date of this prospectus other than our director.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any other research or development expenditures since our
incorporation.

SUBSIDIARIES

We do not have any subsidiaries.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or trademarks.

REPORTS TO SECURITY HOLDERS

Although we are not required to deliver a copy of our annual report to our
security holders, we will voluntarily send a copy of our annual report,
including audited financial statements, to any registered shareholder who
requests it. We will not be a reporting issuer with the Securities and Exchange
Commission until our registration statement on Form SB-2 is declared effective.

We have filed a registration statement on Form SB-2, under the Securities Act of
1933, with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street NE, Washington, D.C. 20002. Please call
the Commission at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The Securities and Exchange Commission also maintains a
web site at http://www.sec.gov that contains reports, proxy statements and
information regarding registrants that file electronically with the Commission.
Our registration statement and the referenced exhibits can also be found on this
site.

PLAN OF OPERATIONS

PLAN OF OPERATION

From inception to date, we have completed the initial phase of exploration on
the Copper Road I - VI claim, completed assaying samples taken from the property
during Phase I field exploration and received an updated geological report from
our professional consulting geologist for the Phase I exploration.

We have incurred sufficient property expenditures to satisfy the first year
requirements of our Property Option Agreement.

Our plan of operation for the twelve months following the date of this annual
report is to complete the recommended additional work recommended in our
professional consulting geologist's June 13, 2005 report. We plan to raise
additional funds so that we can commence the Phase II work program on the Copper
Road I - VI claim in the spring of 2008. The program should take up to a one
month to complete. Based on the results of the additional work program we will
then undertake revised recommendations of our professional consulting geologist
for Phases III & IV work programs during the fall of 2008. These programs will
take approximately two months to complete. Although we have no current estimate
of these revised phases of exploration we will need to incur a total of $600.00
before January 30, 2008 in order to maintain ownership of our property claims.
The exploration work will be conducted by our trustee, Mr. Larry Sostad, who
will be supervised by Mr. Laurance Sookochoff, our professional consulting
geologist. They will each provide their services at standard market rates within
the context of our exploration plan budget. Our agreements with each of Mr.
Sostad and Mr. Sookochoff for their services are verbal.

We do not have any verbal or written agreement regarding the retention of any
qualified engineer or geologist for this exploration program.

In addition to the exploration program costs, we estimate we will incur $5,000
in administrative costs for the year following the date of this annual report.

Total expenditures related to exploration, administration over the next 12
months are therefore expected to be approximately $12,500.

While we have enough funds for our anticipated administrative costs for the next
year, we will require additional funding in order to cover Phase II and III
exploration programs on the Copper Road I - VI claim. We anticipate that
additional funding will be in the form of equity financing from the sale of our
common stock or from director loans. We do not have any arrangements in place
for any future equity financing or loans.

If we are successful in our exploration program and identify a mineral deposit
on the Copper Road I - VI claim we will still have to spend substantial funds on
further drilling and engineering studies to determine if the deposit is
commercially viable.

RESULTS OF OPERATIONS FOR THE PERIOD FROM INCEPTION THROUGH JULY 31, 2007

We have not earned any revenues from our incorporation on February 22, 2005 to
July 31, 2007. We do not anticipate earning revenues unless we enter into
commercial production on the Copper Road I - VI claim, which is doubtful. We
have not commenced the exploration stage of our business and can provide no

assurance that we will discover economic mineralization on the property, or if
such minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $59,189 for the period from our
inception on February 22, 2005 to July 31, 2007. These operating expenses were
comprised of accounting and audit fees, mineral property costs, organization
costs, regulatory fees and filings, donated management services, office rent,
and office, bank charges and other sundries, net of interest income.

We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.

DESCRIPTION OF PROPERTY

We do not possess any interest in real property. Our interest in the Copper Road
I - VI mineral claim only provides us with the right to explore for and extract
minerals from the property area.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our president, Mr. Christopher Paterson, provides management services and office
premises to us free of charge. From our inception on February 22, 2005 to July
31, 2007, the management services and office premises were valued at $21,300.00.
These amounts were charged to operations.

Otherwise, none of the following parties has, since our date of incorporation,
had any material interest, direct or indirect, in any transaction with us or in
any presently proposed transaction that has or will materially affect us:

* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock;
* Our sole promoter, Christopher James Paterson;
* Any member of the immediate family of any of the foregoing persons.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NO PUBLIC MARKET FOR COMMON STOCK

Our common stock is quoted on the Over-the-Counter Bulletin Board under the
symbol "CPVT.OB". However, we can provide no assurance that our shares will be
traded on the bulletin board or, if traded, that a public market will
materialize.

STOCKHOLDERS OF OUR COMMON SHARES

As of the date of this registration statement, we have 34 registered
shareholders.

RULE 144 SHARES

A total of 4,000,000 shares of our common stock are available for resale to the
public after May 4, 2006, in accordance with the volume and trading limitations
of Rule 144 of the Act. In general, under Rule 144 as currently in effect, a
person who has beneficially owned shares of a company's common stock for at
least one year is entitled to sell within any three month period a number of
shares that does not exceed the greater of:

1. 1% of the number of shares of the company's common stock then
outstanding which, in our case, will equal 85,000 shares as of the
date of this prospectus; or
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.

Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144. Hence, the possible sale of those
restricted shares may, in the future, dilute the percentage of free-trading
shares held by a shareholder or subsequent purchaser of these securities, and
may have a depressive effect on the price of our securities.

As of the date of this prospectus, persons who are our affiliates hold all of
the 4,000,000 shares that may be sold pursuant to Rule 144.

REGISTRATION RIGHTS

We have not granted registration rights to the selling shareholders or to any
other persons.

DIVIDENDS

There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
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 not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officer by any person for all services rendered in all capacities
to us for the fiscal period from our inception on February 22, 2005 to July 31,
2005 and the subsequent period to the date of this prospectus.

ANNUAL COMPENSATION

Restricted
Other Stock Options/ LTIP Other
Name Title Year Salary Bonus Comp. Awarded SARs(#) payouts($) Comp
- ---- ----- ---- ------ ----- ----- ------- ------- ---------- ----

Christopher Pres. CEO 2006 $0 0 0 0 0 0 0
Paterson Sec. Tres.

STOCK OPTION GRANTS

We have not granted any stock options to the executive officers since our
inception.

CONSULTING AGREEMENTS

We do not have any employment or consulting agreement with Mr. Paterson. We do
not pay him any amount for acting as director.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS:

1. Auditors' Report;

2. Audited financial statements for the period ending July 31, 2007,
including:

a. Report of Independent Registered Public Accounting Firm;
b. Balance Sheet;
c. Statement of Operations;
d. Statement of Cash Flows;
e. Statement of Stockholders' Equity; and
f. Notes to the Financial Statements

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with our accountants.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Cantop Ventures, Inc.

I have audited the accompanying balance sheets of Cantop Ventures, Inc. (the
"Company") as of July 31, 2007 and 2006, and the related statements of
operations, changes in stockholders' equity (deficiency), and cash flows for the
years then ended and for the period February 22, 2005 (inception) to July 31,
2007. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of July 31, 2007 and
2006 and the results of its operations and cash flows for the years then ended
and for the period February 22, 2005 (inception) to July 31, 2007 in conformity
with accounting principles generally accepted in the United States.

The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company's present financial situation raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to this matter are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ Michael T. Studer CPA P.C.
-----------------------------------

Freeport, New York
September 20, 2007

F-1

CANTOP VENTURES, INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
- --------------------------------------------------------------------------------

July 31, July 31,
2007 2006
-------- --------

ASSETS

CURRENT ASSETS
Cash $ 358 $ 8,125
-------- --------
TOTAL ASSETS $ 358 $ 8,125
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 2,247 $ 5,000
Due to related party 5,000 700
-------- --------
TOTAL CURRENT LIABILITIES 7,247 5,700
-------- --------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $0.001 par value;
Authorized 20,000,000 shares,
Issued and outstanding:
0 and 0 shares, respectively -- --
Common stock, $0.001 par value;
Authorized: 100,000,000 shares, -- --
Issued and outstanding:
8,500,000 and 8,500,000 shares, respectively 8,500 8,500
Additional paid-in capital 43,800 35,400
Deficit accumulated during the exploration stage (59,189) (41,475)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (6,889) 2,425
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 358 $ 8,125
======== ========

See notes to financial statements.

F-2

CANTOP VENTURES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS)
- --------------------------------------------------------------------------------

Cumulative during the
exploration stage
Year ended July 31, February 22, 2005 to
--------------------------- July 31,
2007 2006 2007
---------- ---------- ----------

REVENUE $ -- $ -- $ --
---------- ---------- ----------

Total Revenue -- -- --
========== ========== ==========
EXPENSES
Mining property exploration costs -- 7,500 9,500
Impairment of mining property acquisition costs -- -- 3,500
General and administrative 17,714 19,667 46,189
---------- ---------- ----------
Total Costs and Expenses 17,714 27,167 59,189
---------- ---------- ----------

NET INCOME (LOSS) $ (17,714) $ (27,167) $ (59,189)
========== ========== ==========

NET LOSS PER SHARE
Basic and diluted $ (0.00) $ (0.00)
========== ==========
NUMBER OF COMMON SHARES USED TO COMPUTE LOSS PER SHARE
Basic and Diluted 8,500,000 8,500,000
========== ==========

See notes to financial statements.

F-3

CANTOP VENTURES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE PERIOD FEBRUARY 22, 2005 (INCEPTION) TO JULY 31, 2007
(EXPRESSED IN US DOLLARS)
- --------------------------------------------------------------------------------

Deficit
Common Stock, $0.001 Common Accumulated Total
Par Value Additional Stock During the Stockholders'
--------------------- Paid-in Subscription Development Equity
Shares Amount Capital Unpaid Stage (Deficiency)
------ ------ ------- ------ ----- ------------

Common stock issued for cash
- March, 2005 at $0.001 2,000,000 $ 2,000 $ -- $ -- $ -- $ 2,000
- June, 2005 at $0.001 3,500,000 3,500 -- (3,500) -- --
- July, 2005 at $0.001 500,000 500 -- -- -- 500
- July, 2005 at $0.01 2,500,000 2,500 22,500 -- -- 25,000
Donated services 4,500 4,500
Net loss for the period February 22,
2005 (inception) to July 31, 2005 (14,308) (14,308)
---------- -------- ------- -------- --------- --------
Balance, July 31, 2005 8,500,000 8,500 27,000 (3,500) (14,308) 17,692
Common stock subscriptions paid 3,500 3,500
Donated services 8,400 8,400
Net loss for the year ended
July 31, 2006 -- -- -- (27,167) (27,167)
---------- -------- ------- -------- --------- --------
Balance, July 31, 2006 8,500,000 $ 8,500 $35,400 $ -- $ (41,475) $ 2,425
Donated services -- -- 8,400 -- -- 8,400
Net loss for the year -- -- -- -- (17,714) (17,714)
---------- -------- ------- -------- --------- --------

Balance, April 30, 2007 8,500,000 $ 8,500 $43,800 $ -- $ (59,189) $ (6,889)
========== ======== ======= ======== ========= ========

See notes to financial statements.

F-4

CANTOP VENTURES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
- --------------------------------------------------------------------------------

Cumulative during the
exploration stage
Year ended July 31, February 22, 2005 to
--------------------------- July 31,
2007 2006 2007
-------- -------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(17,714) $(27,167) $(59,189)
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities:
Impairment of mining property acquisition costs -- -- 3,500
Donated services 8,400 8,400 21,300
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities (2,753) 1,358 2,247
-------- -------- --------
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (12,067) (17,409) (32,142)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mining property -- -- (3,500)
-------- -------- --------
NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES -- -- (3,500)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Sales of common stock -- 3,500 31,000
Due to related party 4,300 -- 5,000
-------- -------- --------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 4,300 3,500 36,000
-------- -------- --------
INCREASE (DECREASE) IN CASH (7,767) (13,909) 358

CASH, BEGINNING OF PERIOD 8,125 22,034 --
-------- -------- --------
CASH, END OF PERIOD $ 358 $ 8,125 $ 358
======== ======== ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
======== ======== ========
Income taxes paid $ -- $ -- $ --
======== ======== ========

See notes to financial statements.

F-5

NOTE 1 ORGANIZATION AND BUSINESS OPERATIONS

Cantop Ventures, Inc. (the "Company") was incorporated in the State of Nevada on
February 22, 2005. The Company is an Exploration Stage Company as defined by
Statement of Financial Accounting Standards ("SFAS") No. 7. The Company has
acquired a mineral property located in the Province of British Columbia, Canada,
and has not yet determined whether this property contains reserves that are
economically recoverable. The recoverability of amounts from the property will
be dependent upon the discovery of economically recoverable reserves,
confirmation of the Company's interest in the underlying property, the ability
of the Company to obtain necessary financing to satisfy the expenditure
requirements under the property agreement and to complete the development of the
property, and upon future profitable production or proceeds for the sale
thereof.

NOTE 2 SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

These financial statements have been prepared on a "going concern" basis, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, as of July 31, 2007, the Company had cash of
$358 and a stockholders' deficiency of $6,889. Further, since inception, the
Company has incurred a net loss of $59,189. These factors create substantial
doubt as to the Company's ability to continue as a going concern. The Company
plans to improve its financial condition by obtaining new financing. However,
there is no assurance that the Company will be successful in accomplishing this
objective. The financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.

MINERAL PROPERTY COSTS

The Company is in the exploration stage since its incorporation and inception on
February 22, 2005 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition and exploration of mining
properties. Mineral property acquisition costs are capitalized and are charged
to operations as the value is impaired. Exploration costs are expensed until
proven and probable reserves are established. When it has been determined that a
mineral property can be economically developed as a result of establishing
proven and probable reserves, the costs incurred to develop such property are
capitalized. Such costs will be amortized using the units-of-production method
over the estimated life of the probable reserves.

F-6

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONT'D)

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.

FOREIGN CURRENCY TRANSLATION

The Company's functional and reporting currency is the United States dollar.

FINANCIAL INSTRUMENTS

The carrying value of the Company's financial instruments, consisting of cash,
accounts payable and accrued liabilities, and due to related party, approximates
their fair value due to the short maturity of these instruments.

ENVIRONMENTAL COSTS

Environmental expenditures that relate to current operations are charged to
operations or capitalized as appropriate. Expenditures that relate to an
existing condition caused by past operations, and which do not contribute to
current or future revenue generation, are charged to operations. Liabilities are
recorded when environmental assessments and/or remedial efforts are probable,
and the cost can be reasonably estimated. Generally, the timing of these
accruals coincides with the earlier of completion of a feasibility study or the
Company's commitments to a plan of action based on the then known facts.

INCOME TAXES

Income taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.

F-7

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONT'D)

BASIC AND DILUTED NET LOSS PER SHARE

The Company computes net income (loss) per share in accordance with SFAS No.
128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all potentially dilutive common
shares outstanding during the period. Diluted EPS excludes all potentially
dilutive shares if their effect is anti-dilutive.

STOCK-BASED COMPENSATION

Stock-based compensation is accounted for at fair value in accordance with SFAS
Nos. 123 and 123R. To date, the company has not adopted a stock option plan and
has not granted any stock options.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.

NOTE 3 MINERAL PROPERTY

Pursuant to a mineral property purchase agreement dated March 3, 2005, the
Company acquired a 100% undivided right, title and interest in the Copper Road I
- -VI mineral claim, located approximately 2 kilometres East of Deep Water Bay,
Quadra Island of British Columbia, Canada for $3,500. The Tenure Number ID is
526652, which expires March 3, 2008. The property is in the name of Larry Ralph
W. Sostad held by him in trust for the Company.

In June 2005, the Company received an evaluation report from a third party
consulting firm recommending an exploration program with a total estimated cost
of $65,000. Due to lack of working capital, the Company has not completed this
program. At July 31, 2005, the Company provided a $3,500 reserve for impairment
of the mining property acquisition costs.

NOTE 4 DUE TO RELATED PARTY

The $5,000 amount due to related party at July 31, 2007 is due a director of the
Company, is non-interest bearing, and is due on demand.

NOTE 5 COMMON STOCK

During the period from February 22, 2005 (Inception) to July 31, 2006 the
Company sold a total of 8,500,000 shares of common stock to 40 individuals and
received total cash proceeds of $31,000. 4,000,000 shares were sold to company
officers and directors at a price of $0.001 per share. 2,000,000 shares were
sold to other individuals at a price of $0.001 per share, and 2,500,000 shares
were sold to other individuals at a price of $0.01 per share. On June 30, 2006,
the Securities and Exchange Commission declared effective the Company's
Registration Statement on Form SB-2 to register the 4,500,000 shares of common
stock not owned by company officers and directors.

At July 31, 2007, there are no outstanding stock options or warrants.

F-8

NOTE 6 INCOME TAXES

No provisions for income taxes have been recorded since the Company has incurred
losses since inception. Based on management's present assessment, the Company
has not yet determined it to be more likely than not that a deferred tax asset
of $11,692 attributable to the future utilization of the net operating loss
carryforward of $34,389 as of July 31, 2007 will be realized. Accordingly, the
Company has provided a 100% allowance against the deferred tax asset in the
financial statements. The Company will continue to review this valuation
allowance and make adjustments as appropriate. The net operating loss
carryforward expires $6,308 in year 2025, $18,767 in year 2026, and $9,314 in
year 2027.

Current tax laws limit the amount of loss available to be offset against future
taxable income when a substantial change in ownership occurs. Therefore, the
amount available to offset future taxable income may be limited.

NOTE 7 RELATED PARTY TRANSACTIONS

The president of the Company provides management services and office space to
the Company at no cost. For the years ended July 31, 2007 and 2006, these
services were valued at $8,400 per year and expensed, with the same amounts
added to additional paid in capital.

NOTE 8 SUBSEQUENT EVENT

In August 2007, the Company received a $5,200 loan from an officer and director.
The loan is non-interest bearing and is due on demand.

F-9

Until ______________, all dealers that effect transactions in these securities
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officer and director are indemnified as provided by the Nevada Revised
Statutes (the "NRS") and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:

(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;

(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);

(3) a transaction from which the director derived an improper personal
profit; and

(4) willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
director and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:

(1) such indemnification is expressly required to be made by law;

(2) the proceeding was authorized by our Board of Directors;

(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or

(4) such indemnification is required to be made pursuant to the bylaws.

II-1

Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.

EXHIBITS

Exhibit
Number Description
------ -----------
3.1 * Articles of Incorporation
3.2 * Bylaws
5.1 * Legal opinion regarding tradability of stock to be provided
prior to the effective date
10.1 * Mineral Property Purchase Agreement dated March 3, 2005
10.2 * Mineral Claim Title letter
10.3 * Agreement to Extend Purchase and Sale Agreement
10.4 * Updated Mineral Claim Title letter
23.1 * Consent of Moen and Company, Chartered Accountants
23.2 Consent of Michael T. Studer, CPA P.C.
99.1 * Wahl Report (1983)
99.2 * Evaluation Report on the Copper Road I-IV Mineral Claim

- ----------
* Previously filed

UNDERTAKINGS

Item 28 UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement to:

i. Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

II-2

ii. Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low and high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement ; and
iii. Include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.

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

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

4. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors, and controlling persons pursuant
to the provisions above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted our director, officer, or other
controlling person in connection with the securities registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification
is against public policy to a court of appropriate jurisdiction. We will
then be governed by the final adjudication of such issue.

5. Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements
relying on Rule 430(B) or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided;
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by referenced into the registration
statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.

II-3

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in Vancouver, British
Columbia, Canada on October 30, 2007.

CANTOP VENTURES INC.

By: /s/ Christopher Paterson
------------------------------
Christopher Paterson
President, Chief Executive Officer,
Secretary, Treasurer and Director

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:

SIGNATURE CAPACITY IN WHICH SIGNED DATE
- --------- ------------------------ ----

/s/ Christopher Paterson President, CEO October 30, 2007
- --------------------------- Secretary, Treasurer,
Christopher Paterson Principal Accounting
Officer, Principal Financial
Officer and Director

II-4