UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number:  3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ..............2.50
SEC FILE NUMBER: 000-50339 CUSIP NUMBER:  14044R-109

(Check One): ­­__ Form 10-K   X    Form 20-F       Form 11-K         Form 10-Q    ___Form 10-D       Form N-SAR

        ____Form N-CSR

For Period Ended:  December 31, 2005

[  ]  Transition Report on Form 10-K

[  ]  Transition Report on Form 20-F

[  ]  Transition Report on Form 11-K

[  ]  Transition Report on Form 10-Q

[  ]  Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Full Name of Registrant:    CAPITAL RESERVE CANADA LIMITED

Former Name if Applicable:  

Address of Principal Executive Office (Street and Number):  Suite 2440, 10303 JASPER AVENUE

City, State and Zip Code:    EDMONTON, ALBERTA T5J 3N6

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)      X   

(a)  The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.

(b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)  The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach Extra Sheets if Needed)

The Form 20-F for the period ended December 31, 2005 will not be submitted by the deadline due to a situation where the workload exceeds available personnel. Due to the acquisition of KCP Innovative Services Inc. during the reporting period and the finalization of the transactions subsequent to the reporting period the Registrant required additional time for the preparation of the report.  The Registrant was unable to complete analysis of all financial and non-financial information needed to be included in the report.  As a result, the Registrant’s independent auditors were not able to complete their review of the financial statements prior to June 30, 2006.

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this notification

W. SCOTT LAWLER

951

506-8888

(Name)

(Area Code)

(Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).       X      Yes               __ No

(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?       X      Yes               __ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant completed the acquisition of 78.2% of the shares of KCP Innovative Services Inc. during the period covered by the report.  The financial information presented will be the operations of KCP Innovative Services Inc. based on reverse merger accounting for the periods of August 31, 2003, August 31, 2004 and August 31, 2005 which was the prior year end of KCP Innovative Services Inc.  During the period covered by the report KCP Innovative Services Inc. changed it’s year end to reflect the year end of the Registrant.  Therefore, the report will also cover revenues for the four month period ended December 31, 2005.  During the twelve months ended August 31, 2005, the Company earned gross revenues of approximately $933,441 CAD compared to approximately $380,606 CAD in gross revenues from the same period in the previous year. These revenues were generated from the sale of oil and gas services.  The increase in revenues was due to the acquisition of additional oil and gas service equipment which allowed KCP Innovative Services Inc. to increase operations.   For the 4 month period ended Dec 31, 2005, the Company earned approximately $355,017 CAD which was due to an increase in activity in the oil and gas sector in the Province of Alberta which has created increased demand for services.

CAPITAL RESERVE CANADA LIMITED

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  June 30, 2006

By:   /s/ James Baker

Name and Title:  James Baker, President

INSTRUCTION:  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

2.  One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act.  The information contained in or filed with the form will be made a matter of public record in the Commission files.

3.  A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

4.  Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished.  The form shall be clearly identified as an amended notification.

5.  Electronic Filers.  This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties.  Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (section 232.201 or section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to rule 13(b) of Regulation S-T (section 232.13(b) of this chapter.