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

                                   Form 13F

                              FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: December 31, 2011

Check here if Amendment [_]; Amendment Number: ______________________
This Amendment (Check only one.):  [_] is a restatement.
                                   [_] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:    CVentures, Inc.
Address: 4350 S. Monaco Street, 5/th/ Floor
         Denver, CO 80237

Form 13F File Number: 028-12116

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:    Larry A. Mizel

Title:   President

Phone:   303-565-2400

Signature, Place, and Date of Signing:

                                                     
   /s/ Larry A. Mizel               Denver, CO                February 6, 2012
------------------------    ---------------------------    -----------------------
      [Signature]                  [City, State]                   [Date]



Report Type (Check only one.):

[X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
    are reported in this report.)

[_] 13F NOTICE. (Check here if no holdings reported are in this report, and all
    holdings are reported by other reporting manager(s).)

[_] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this
    reporting manager are reported in this report and a portion are reported by
    other reporting manager(s).)

List of Other Managers Reporting for this Manager: NONE



                             Form 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers:                       0

Form 13F Information Table Entry Total:                  1

Form 13F Information Table Value Total: $           111687
                                               (thousands)

NOTE: Confidential information has been omitted from the public Form 13F
report, is subject to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act of 1934, and has been filed separately with the
Secretary of the Securities and Exchange Commission.

List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.

NONE





                                      FORM 13F INFORMATION TABLE

                    TITLE OF             VALUE   SHARES/ SH/ PUT/ INVSTMNT  OTHER    VOTING AUTHORITY
NAME OF ISSUER       CLASS     CUSIP   (x $1000) PRN AMT PRN CALL DSCRETN  MANAGERS  SOLE   SHARED NONE
--------------      -------- --------- --------- ------- --- ---- -------- -------- ------- ------ ----
                                                                  
M D C Holdings Inc    COM    552676108  111687   6335051 SH         Sole            6335051
SUMMARY             1 DATA RECORDS      111687       0 OTHER MANAGERS ON WHOSE BEHALF REPORT IS FILED