UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON,
        D.C. 20549
 
 FORM
        10-KSB
  (Mark
        One)
 x
              ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGEACT
                  OF 1934 for the fiscal year ended July 31, 2005o
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIESEXCHANGE
                  ACT OF 1934
 For
        the
        transition period from _________to ____________
 Commission
                  File Number
                  333-118808EUROPA
                  TRADE AGENCY
                  LTD.(Name
                  of small business issuer in its
                  charter)
 
 NEVADA
              
              98-0434104(State
                  or other jurisdiction of
              
              (I.R.S.
                  Employerincorporation
                  or organization)
              
              Identification
                  No.)3715
                  West 14th Avenue, Vancouver, B.C. Canada
              
              V6R
                  2W8(Address
                  of principal executive offices)
              
              (Zip
                  Code)Issuer's
                  telephone number:
              
              604)
                  801-6110
  Securities registered pursuant to
                Section
                12(b) of the Act:
              
              NONESecurities registered pursuant to
                Section 12
                (g) of the Act:
              
              NONE
 Check
        whether the issuer (l) has filed all reports required to be filed
        by
        Section 13 or 15(d) of the Exchange Act during the past 12
        months
        (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing
        requirements for the past 90 days.  xYes 
oNo
 
 Check
        if
        there is no disclosure of delinquent filers in response to
        Item
        405 of Regulation S-B is not contained in this form, and no
        disclosure will be contained, to the best of registrant's knowledge, in
        definitive proxy or information statements incorporated by reference in
        Part
        III of this Form 10-KSB or any amendment to this Form 10-KSB. o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act) x Yes o
        No
 
 Revenues
        for the fiscal year ending July 31, 2005 were $ 3,277
 
 The
        aggregate market value of the voting stock held by non-affiliates computed
        by reference to the last reported sale price of such stock as of
        October 25, 2005 was $270,900.
 
 
 The
        number of shares of the issuer's Common Stock outstanding as of July
        31,
        2005 is 3,010,000.
 
 Transitional
        Small Business Disclosure Format (check one): Yes oNo x
 
  ITEM
        1.
        DESCRIPTION OF BUSINESS
 
 Overview
 
 Europa
        Trade Agency Ltd. is a Nevada corporation. Our telephone number is (604) 801-6110.
        Europa was incorporated under the laws of Canada on June 6, 2003 and reincorporated
        in Nevada on May 26, 2004. We filed our initial list of officers and
        directors with the Nevada Secretary of State on August 16, 2004. Until September
        14, 2005 we operated as a development-stage international trade and distribution
        company. Our business was the marketing and distribution of products developed
        and manufactured by other companies.
 
 Our
        statutory registered agent's office is maintained at 10616 Eagle Nest Street,
        Las Vegas, NV 89141.
 
 Until
        September 14, 2005 we represented four manufacturers as distributor:
 1.
              We
                  were sole distributor of Organic Milling's Back to Nature Golf
                  Nutrition
                  System in Western Canada (the provinces of British Columbia, Alberta,
                  and
                  Saskatchewan).
 2.
              We
                  were sole distributor of the Kalamazoo Grill in Canada. The Kalamazoo
                  Grill Company manufactures gourmet outdoor cooking grills. It is
                  based in
                  Kalamazoo, Michigan. It manufactures a series of licensed products,
                  including The Harley-Davidson Grill, The Corvette Grill and The
                  College
                  Grill.3.
              We
                  represented McKirdy's RepalFly on a non-exclusive basis, without
                  a
                  designated territory. McKirdy's is an established Canadian brand
                  (approximately 90 years) offering DEET and Citronella-based insect
                  repellent compounds. McKirdy's is made by JGM McKirdy Ltd. of Kingston,
                  Ontario.4.
              We
                  marketed ScentMaster citronella-based insect repellent products
                  in the
                  United States and Canada under a written exclusivity agreement
                  with the
                  manufacturer which granted us the exclusive right to market ScentMaster
                  to
                  Wal-Mart Canada and Wal-Mart USA. ScentMaster is made by Bug Master
                  LLC of
                  Lancaster, New York.
 The
        Company’s efforts to market ScentMaster to Wal-Mart Canada Corp. have been
        unsuccessful.  The Company has determined that without a successful
        ScentMaster product, operations under the above-described business plan cannot
        be sustained, as sales of the Company’s other products have not met expectations
        and have not been sufficiently profitable to maintain a viable business.
        The
        Company is therefore discontinuing operations under the above-described business
        plan and is pursuing alternatives.
 
 1
 Employees
 
 The
        Company has no employees other than Thomas Lamb, President, Secretary, and
        Treasurer.
 
 At
        this
        time, we do not pay any compensation to our officer and director.
 
 Insurance
 
 At
        the
        present time we do not carry any insurance coverage for our business operations.
 
 Research
        and Development Expenditures
 
 We
        have
        not incurred any research or development expenditures since our incorporation.
 
 ITEM
        2.
        DESCRIPTION OF PROPERTY
 
 We
        do not
        lease or own any real property. We maintain our corporate office at 3715
        West
        14 th Avenue,
        Vancouver, BC, Canada, V6R 2W8. This office space is being provided free
        of
        charge by our president, Mr. Thomas Lamb. This arrangement provides us with
        the
        office space necessary to take care of necessary paper work and telephone,
        fax
        and mailing facilities.
 
 ITEM
        3.
        LEGAL PROCEEDINGS
 
 The
        Company is not a party to any legal proceedings.
 
 ITEM
        4.
        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 There
        were no matters submitted to a vote of the shareholders during the fiscal year
        ended July 31, 2005.
 
 PART
        II
 
 ITEM
        5.
        MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
        MATTERS
 
 Our
        shares are listed on the OTC Bulletin Board under the symbol EUTA.OB but
        no trading
        market for the shares has yet developed. There can be no assurance that a
        public
        market will ever materialize.
 
 Options
        and Warrants
 
 There
        are
        no outstanding options or warrants to purchase, or securities convertible
        into, shares of Common Stock.
 
 Holders
        of Our Common Stock
 
 As
        of the
        date of this registration statement, we have 39 registered shareholders.
 
 Registration
        Rights
 
 We
        have
        not granted registration rights to the selling shareholders or to any other
        persons.
   2
 Dividends
 
 There
        are
        no restrictions in our articles of incorporation or bylaws that restrict
        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
        what
        is needed to satisfy the rights of shareholders who have preferential rights
        superior to those receiving the distribution.
 
 We
        have
        not declared any dividends. We do not plan to declare any dividends in the
        foreseeable future.
 
 Rule
        144
        Shares
 
 All
        shares of our common stock are currently available for resale to the public 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 equals approximately 30,100 shares in our company 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 2 years, is entitled to sell shares without
        complying with the manner of sale, public information, volume limitation or
        notice
        provisions of Rule 144.
 
 As
        of the
        date of this prospectus, officers and directors of our company hold 1,000,000
        of the shares that may be sold pursuant to Rule 144.
 
 ITEM
        6.
        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 Results
        of Operations
 
 The
        Company started taking in revenues for the first time in September, 2003.
        For
        the year ending July 31, 2005 our sales totalled $3,277, whereas for the
        year
        ending July 31, 2004 our sales totalled $3,385. Sales have been the result
        of
        our sampling and trial marketing of the golf nutrition bar in British Columbia.
          To July 31, 2005 the Company has not experienced sales of
        its other
        products, The Kalamazoo Grill, ScentMaster, and McKirdy's RepalFly.
 Gross
          Profit
 
 For
          the
          year ending July 31, 2005, the company made a gross loss of $235. For the
          comparable period in 2004 the Company made a gross profit of $459.
 3
  Selling,
        General and Administrative Expenses
 
 For
        the
        year ending July 31, 2005 selling, general and administrative expenses totaled
        $69,877, a rise from $39,481 for the comparable period in 2004.
 
 For
        the
        year ending July 31, 2005, the largest expense category was management services
        in the amount of $30,000, followed by professional fees in the amount of
        $18,900.
 
 The
        fair
        value of the management services provided by Thomas Lamb has been estimated
        at
        $2,500 per month starting on February 1, 2004. The amount of $30,000 for
        these
        services has been charged to operations for the year ending July 31, 2005,
        with
        a credit to paid in capital.
 
 The
        fair
        value of office and warehouse space provided by Thomas Lamb at no cost to
        the
        company is estimated at $500 per month starting on February 1, 2004. The
        amount
        of $6,000 for these services has been charged to operations for the year
        ending
        July 31, 2005, with a credit to paid in capital.
 
 Operating
        Loss
 
 Our
        operating loss for the year ending July 31, 2005 was $70,112 against a loss
        of
        $39,022 for the comparable period in 2004.
 
 Known
        Trends Likely to Have a Material Impact on Net Sales, Revenue or
        Income
 
 To
        date,
        we have been unable to generate sales of products other than the golf nutrition
        bar and efforts to market ScentMaster to Wal-Mart Canada Corp. have been
        unsuccessful. Golf bar sales themselves are and will be insufficient to,
        on
        their own, support the Company’s operations. Therefore, as of September 14, 2005
        the Company has discontinued operations under the business plan and is pursuing
        alternatives.
 
 Internal
        and External Sources of Liquidity
 
 Our
        net
        cash used by operating activities for the year ended July 31, 2005 was $29,603
        against $20,474 for the comparable period in 2004. The company's president,
        Thomas Lamb, has agreed to loan the Company up to $75,000 to fund the Company's
        day-to-day operations if need be. Our management believes that current credit
        and cash on hand is sufficient to meet our present growth strategies and
        related
        working capital and capital expenditure requirements for at least the next
        12
        months.
 
 The
        Company advises that its efforts to market ScentMaster to Wal-Mart Canada
        Corp.
        have been unsuccessful.  The Company has determined that without a
        successful ScentMaster product, operations under the current business plan
        cannot be sustained, as sales of the Company’s other products have not met
        expectations and have not been sufficiently profitable to maintain a viable
        business.   The Registrant is therefore discontinuing operations
        under
        its current business plan and is pursuing alternatives. The Company’s principal
        shareholders, Thomas Lamb, Director and President, and Craig Lamb, are
        negotiating to sell their control position in the Registrant.
 LIQUIDITY
 
 Management
          believes that sufficient funding will be available to meet its business
          objectives, including anticipated cash needs for working capital, and is
          currently evaluating several financing options. On March 31, 2004, our
          President
          and Director Thomas Lamb agreed to loan the Company up to $75,000 USD should
          the
          Company require additional funds for any reason. The terms of such loan
          will be
          negotiated at the time of lending, but interest charged will not exceed
          the
          prevailing prime rate of interest plus 1%. Management intends to seek additional
          capital through private placements and public offering of its common stock
          in
          connection with the implementation of a successor business plan.
 4
  Forward-Looking
        Statements:
 
 Many
        statements made in this report are forward-looking statements that are not based
        on
        historical facts. Because these forward-looking statements involve risks
        and
        uncertainties, there are important factors that could cause actual results
        to differ materially from those expressed or implied by these forward-looking
        statements. The forward-looking statements made in this report relate
        only to events as of the date on which the statements are made.
 
 
 ITEM
        7.
        FINANCIAL STATEMENTS
  **EUROPA
        TRADE AGENCY LTD.**
 **(A
        Development Stage Company)**
 
 
 **FINANCIAL
        STATEMENTS**
 
 
 **JULY
        31, 2005 AND 2004**
 **(Stated
        in U.S. Dollars)**
  5
 
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 To
        the
        Board of Directors and Stockholders of
 Europa
        Trade Agency Ltd.
 (A
        development stage company)
 
 We
        have
        audited the accompanying balance sheets of Europa Trade Agency Ltd. (a
        development stage company) as at July 31, 2005 and 2004, and the related
        statements of operations, cash flows, and stockholders’ (deficiency) equity for
        the two years ended July 31, 2005 and 2004, and for the cumulative period
        from
        inception, June 6, 2003, to July 31, 2005. These financial statements are
        the
        responsibility of the Company's management. Our responsibility is to express
        an
        opinion on these financial statements based on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform an audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
 
 In
        our
        opinion, these financial statements present fairly, in all material respects,
        the financial position of the Company as at July 31, 2005 and 2004, and the
        results of its operations and cash flows for the periods indicated in conformity
        with accounting principles generally accepted in the United States of
        America.
 
 The
        Company is not required to have, nor were we engaged to perform, an audit
        of its
        internal control over financial reporting. Our audits included consideration
        of
        internal control over financial reporting as a basis for designing audit
        procedures that are appropriate in the circumstances, but not for the purpose
        of
        expressing an opinion on the effectiveness of the Company’s internal control
        over financial reporting. Accordingly, we express no such opinion.
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. As discussed in Note 1 to the financial statements,
        the Company has incurred a net loss of $109,134 since inception, has not
        attained profitable operations and is dependent upon obtaining adequate
        financing to fulfill its development activities. These factors raise substantial
        doubt that the Company will be able to continue as a going concern. Management’s
        plans in regard to these matters are discussed in Note 1. The financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
 Vancouver, Canada\
              “Morgan
&
                  Company”November 2, 2005
              Chartered
                  Accountants
 
 
 
 6
 **EUROPA
        TRADE AGENCY LTD.**
 **(A
        Development Stage Company)**
 
 **BALANCE
        SHEETS**
 **(Stated
        in U.S. Dollars)**
 **JULY
                        31****2005**
                    
                    2004**ASSETS****Current**Cash
                    
                    **$**
                    **3,534**
                    
                    $
                    27,424Goods
                        and Services Tax receivable
                    
                    
                    **662**
                    
                    
                    556Inventory
                    
                    
                    **—**
                    
                    
                    4,666**4,196**
                    
                    
                    32,646**Property
                        And Equipment**,
                        net (Note 3)
                    
                    
                    **—**
                    
                    
                    169**$**
                    **4,196**
                    
                    $
                    32,815**LIABILITIES****Current**Accounts
                        payable and accrued liabilities
                    
                    **$**
                    **5,477**
                    
                    $
                    5,697Advances
                        payable to related parties (Note 4)
                    
                    
                    **11,891**
                    
                    
                    5,285**17,368**
                    
                    
                    10,982**STOCKHOLDERS’
                        (DEFICIENCY) EQUITY****Common
                        Stock**Authorized:50,000,000
                        common shares with par value of $0.001 per shareIssued
                        and outstanding:3,010,000
                        common shares as at July 31, 2005 and 2004
                    
                    
                    **3,010**
                    
                    
                    3,010Additional
                        paid-in capital
                    
                    
                    **93,890**
                    
                    
                    57,890**Accumulated
                        Other Comprehensive Loss**
                    
                    
                    **(938**
                    **)**
                    
                    (45
                    )**Accumulated
                        Deficit During The Development Stage**
                    
                    
                    **(109,134**
                    **)**
                    
                    (39,022
                    )**(13,172**
                    **)**
                    
                    21,833**$**
                    **4,196**
                    
                    $
                    32,815
 The
            accompanying notes are an integral part of the
            financial statements.
 7
 **EUROPA
        TRADE AGENCY LTD.**
 **(A
        Development Stage Company)**
 
 **STATEMENTS
        OF OPERATIONS**
 **(Stated
        in U.S. Dollars)**
 **YEARS
                    ENDED****JULY 31**
                
                CUMULATIVE
                  PERIOD
                    FROM
                  INCORPORATION
                  JUNE
                    6
                  2003
                    TO
                  JULY
                    31**2005**
                
                2004
                
                2005**Sales
                    Revenue**
                
                **$**
                **3,277**
                
                $
                3,385
                
                $
                6,662**Cost
                    of Sales**
                
                
                **3,512**
                
                
                2,926
                
                
                6,438**Gross
                    Margin**
                
                
                **(235**
                **)**
                
                459
                
                
                224**Expenses**Advertising
                    and promotion
                
                
                **3,610**
                
                
                2,698
                
                
                6,308Bad
                    debts
                
                
                **595**
                
                
                —
                
                
                595Bank
                    charges and interest
                
                
                **790**
                
                
                413
                
                
                1,203Depreciation
                
                
                **169**
                
                
                73
                
                
                242Licenses
                    and dues
                
                
                **—**
                
                
                310
                
                
                310Management
                    services (Note 4)
                
                
                **30,000**
                
                
                15,000
                
                
                45,000Office
                    and sundry
                
                
                **6,345**
                
                
                970
                
                
                7,315Professional
                    fees
                
                
                **18,900**
                
                
                3,207
                
                
                22,107Rent
                    (Note 4)
                
                
                **6,000**
                
                
                3,000
                
                
                9,000Telephone
                
                
                **864**
                
                
                2,640
                
                
                3,504Travel
                
                
                **2,604**
                
                
                11,170
                
                
                13,774**69,877**
                
                
                39,481
                
                
                109,358**Net
                    Loss For The Period**
                
                **$**
                **(70,112**
                **)**
                $
                (39,022
                )
                $
                (109,134
                )**Net
                    Loss Per Share**,
                    Basic and diluted
                
                **$**
                **(0.02**
                **)**
                $
                (0.04
                )**Weighted
                    Average Number Of Common Shares Outstanding**
                
                
                **3,010,000**
                
                
                871,261**Other
                    Comprehensive Loss****Net
                    loss for the period****Foreign
                    currency translation****adjustment**
                
                
                **(70,112**
                **)**
                
                (39,022
                )**Total
                    Comprehensive Loss**
                
                
                **(893**
                **)**
                
                (45
                )**(71,005**
                **)**
                
                (39,067
                )
 The
        accompanying notes are an integral part of the financial
        statements.
  8
 **EUROPA
        TRADE AGENCY LTD.**
 **(A
        Development Stage Company)**
 
 **STATEMENTS
        OF CASH FLOWS**
 **(Stated
        in U.S. Dollars)**


**YEARS
                    ENDED**
                  **JULY
                    31**
                
                CUMULATIVEPERIOD
                    FROM
                  INCORPORATION
                  JUNE
                    6
                  2003
                    TO
                  JULY
                    31**2005**
                
                2004
                
                2005**Operating
                    Activities**Net
                    loss for the period
                
                **$**
                **(70,112**
                **)**
                $
                (39,022
                )
                $
                (109,134
                )**Adjustments
                    To Reconcile Net Loss To Cash Used By Operating
                    Activities**Depreciation
                
                
                **169**
                
                
                73
                
                
                242Donated
                    services
                
                
                **36,000**
                
                
                18,000
                
                
                54,000Goods
                    and Services Tax receivable
                
                
                **(106**
                **)**
                
                (556
                )
                
                (662
                )Inventory
                
                
                **4,666**
                
                
                (4,666
                )
                
                —Accounts
                    payable and accrued liabilities
                
                
                **(220**
                **)**
                
                5,697
                
                
                5,477**(29,603**
                **)**
                
                (20,474
                )
                
                (50,077
                )**Investing
                    Activity**Purchase
                    of property and equipment
                
                
                **—**
                
                
                (242
                )
                
                (242
                )**Financing
                    Activities**Advances
                    payable to related parties
                
                
                **6,606**
                
                
                20,285
                
                
                26,891Issue
                    of common shares
                
                
                **—**
                
                
                27,900
                
                
                27,900**6,606**
                
                
                48,185
                
                
                54,791**Foreign
                    Exchange Effect On Cash**
                
                
                **(893**
                **)**
                
                (45
                )
                
                (938
                )**(Decrease)
                    Increase In Cash During The****Period**
                
                
                **(23,890**
                **)**
                
                27,424
                
                
                3,534**Cash,
                    Beginning Of Period**
                
                
                **27,424**
                
                
                —
                
                
                —**Cash,
                    End Of Period**
                
                **$**
                **3,534**
                
                $
                27,424
                
                $
                3,534**Supplemental
                    Cash Flow Information**2,000,000
                    common shares issued for debt settlement
                
                $
                —
                
                $
                15,000
                
                $
                15,000
 The
        accompanying notes are an integral part of the financial
        statements.
  9
 **EUROPA
        TRADE AGENCY LTD.**
 **(A
        Development Stage Company)**
 
 **STATEMENT
        OF STOCKHOLDERS’ (DEFICIENCY) EQUITY**
 
 **PERIOD
        FROM INCORPORATION, JUNE 6, 2003, TO JULY 31, 2005**
 **(Stated
        in U.S. Dollars)**
 **NUMBER**
                  **OF**
                  **SHARES**
                
                
                **AMOUNT**
                
                
                **ADDITIONAL
                      PAID-IN**
                    **CAPITAL**
                
                
                **ACCUMULATED**
                  **DEFICIT**
                  **DURING
                    THE**
                  **DEVELOPMENT**
                  **STAGE**
                
                
                **ACCUMULATED**
                  **OTHER**
                  **COMPREHENSIVE**
                  **LOSS**
                
                
                **TOTAL**
                  **STOCKHOLDERS’**
                  **EQUITY**Balance,
                    July 31,2003
                
                
                —
                
                $
                —
                
                $
                —
                
                $
                —
                
                $
                —
                
                $
                —Shares
                    issued for debt settlement - March 31, 2004
                
                
                2,000,000
                
                
                2,000
                
                
                13,000
                
                
                —
                
                
                —
                
                
                15,000Shares
                    issued for cash - May 18, 2004
                
                
                900,000
                
                
                900
                
                
                17,100
                
                
                —
                
                
                —
                
                
                18,000Shares
                    issued for cash - June 30, 2004
                
                
                110,000
                
                
                110
                
                
                9,790
                
                
                —
                
                
                —
                
                
                9,900Foreign
                    currency translation
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (45
                )
                
                (45
                )Non-cash
                    services from a director
                
                
                —
                
                
                —
                
                
                18,000
                
                
                —
                
                
                —
                
                
                18,000Net
                    loss for the period
                
                
                —
                
                
                —
                
                
                —
                
                
                (39,022
                )
                
                —
                
                
                (39,022
                )Balance,
                    July 31, 2004
                
                
                3,010,000
                
                
                3,010
                
                
                57,890
                
                
                (39,022
                )
                
                (45
                )
                
                21,833Foreign
                    currency translation
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (893
                )
                
                (893
                )Non-cash
                    services from a director
                
                
                —
                
                
                —
                
                
                36,000
                
                
                —
                
                
                —
                
                
                36,000Net
                    loss for the period
                
                
                —
                
                
                —
                
                
                —
                
                
                (70,112
                )
                
                —
                
                
                (70,112
                )Balance,
                    July 31, 2005
                
                
                3,010,000
                
                $
                3,010
                
                $
                93,890
                
                $
                (109,134
                )
                
                (983
                )
                $
                (13,172
                )
 The
        accompanying notes are an integral part of the financial
        statements.
  10
 **EUROPA
        TRADE AGENCY LTD.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **JULY
        31, 2005 AND 2004**
 **(Stated
        in U.S. Dollars)**
 
 
 **1.**  **NATURE
        OF OPERATIONS**
  a)
              Organization
 The
                    Company was incorporated federally under the laws of Canada,
                    on June 6,
                    2003, and extraprovincially registered in British Columbia on
                    September
                    26, 2003. The Company was continued under the laws of the state
                    of Nevada
                    on May 26, 2004.
  b)
              Development
                  Stage Activities
 
 The
        Company specialized in the distribution and sale of products developed and
        manufactured by others, seeking distribution agreements with manufacturers
        of
        products it believed there was a ready market for in areas readily accessible
        to
        the company. However, because the Company’s efforts to market its ScentMaster
        product to Wal-Mart Canada Corp. have been unsuccessful and its other products
        have not been sufficiently successful, as of September 19, 2005 the Company
        has
        been pursuing alternatives to its business plan.
 
 The
        Company is in the development stage. Therefore, recovery of its assets is
        dependent upon future events, the outcome of which is indeterminable. In
        addition, successful completion of the Company’s development program and its
        transition, ultimately to the attainment of profitable operations is dependent
        upon obtaining adequate financing to fulfil its development activities and
        achieve a level of sales adequate to support its cost structure.
 
 c)
              Going
                  Concern
 
 Since
        inception, the Company has suffered recurring losses and net cash outflows
        from
        operations. The Company expects to continue to incur substantial losses to
        complete the development of its business. Since its inception, the Company
        has
        funded operations through private placements and advances from related parties.
        Management believes that sufficient funding will be available to meet its
        business objectives, including anticipated cash needs for working capital,
        and
        is currently evaluating several financing options. Management intends to
        seek
        additional capital through private placements and public offering of its
        common
        stock. However, there can be no assurance that the Company will be able to
        obtain sufficient funds to continue the development of and successful sale
        of
        its products. As a result of the foregoing, there exists substantial doubt
        about
        the Company’s ability to continue as a going concern. These financial statements
        do not include any adjustments that might result from the outcome of this
        uncertainty.
 
 11
 **EUROPA
        TRADE AGENCY LTD.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **JULY
        31, 2005 AND 2004**
 **(Stated
        in U.S. Dollars)**
 
 **2.**
              **SIGNIFICANT
                  ACCOUNTING POLICIES**
 
 The
        financial statements of the Company have been prepared in accordance with
        generally accepted accounting principles in the United States. Because a
        precise
        determination of many assets and liabilities is dependent upon future events,
        the preparation of financial statements for a period necessarily involves
        the
        use of estimates which have been made using careful judgement.
 
 The
        financial statements have, in management’s opinion, been properly prepared
        within reasonable limits of materiality and within the framework of the
        significant accounting policies summarized below:
  a)
              Use
                    of Estimates
  The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities, and disclosure of
        contingent assets and liabilities at the date of the financial statements,
        and
        the reported amounts of revenues and expenses for the reporting period. Actual
        results could differ from these estimates.
 
 b)
              Development
                  Stage Company
 
 The
        Company is a development stage company as defined in the Statements of Financial
        Accounting Standards No. 7. The Company is devoting substantially all of
        its
        present efforts to establish a new business and none of its planned principal
        operations have commenced. All losses accumulated since inception have been
        considered as part of the Company’s development stage activities.
 
 c)
              Inventory
 
 Inventory
        of packaged goods available for sale is valued at the lower of cost and net
        realizable value.
 
 Cost
        of
        inventory is determined using the actual purchase price of the goods in
        inventory plus applicable overhead costs.
 
 d)
              Property
                  and Equipment
 
 Property
        and equipment comprise computer equipment which is recorded at cost, and
        is
        being depreciated on a 30% straight line basis.
 
 12
 **EUROPA
        TRADE AGENCY LTD.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **JULY
        31, 2005 AND 2004**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **2.**
              **SIGNIFICANT
                  ACCOUNTING POLICIES**(Continued)
 
 e)
              Foreign
                  Currency Translation
 
 The
        Company’s operations are located in Canada, and its functional currency is the
        Canadian dollar. The financial statements have been translated using the
        current
        method whereby the assets and liabilities are translated at the year end
        exchange rate, capital accounts at the historical exchange rate, and revenues
        and expenses at the average exchange rate for the period. Adjustments arising
        from the translation of the Company’s financial statements are included as a
        separate component of shareholders’ equity.
 
 f)
              Revenue
                  Recognition
 
 Revenue
        from sales is recognized once goods have been delivered to the customers.
        Cash
        collections in advance of delivery will be recorded as deferred revenue and
        recognized as revenue at the time of delivery. Costs related to shipping
        and
        handling are included in cost of sales.
 
 g)
              Stock
                  Based Compensation
 
 The
        Company measures compensation cost for stock based compensation using the
        intrinsic value method of accounting as prescribed by A.P.B. Opinion No.
        25 -
“Accounting for Stock Issued to Employees”. The Company has adopted those
        provisions of Statement of Financial Accounting Standards No. 123 - “Accounting
        for Stock Based Compensation”, which require disclosure of the pro-forma effect
        on net earnings and earnings per share as if compensation cost had been
        recognized based upon the estimated fair value at the date of grant for options
        awarded. The Company has not granted any stock options since
        incorporation.
  h)
                Basic
                    and Diluted Loss Per Share
 In
        accordance with SFAS No. 128 - “Earnings Per Share”, the basic loss per common
        share is computed by dividing net loss available to common stockholders by
        the
        weighted average number of common shares outstanding. Diluted loss per common
        share is computed similar to basic loss per common share except that the
        denominator is increased to include the number of additional common shares
        that
        would have been outstanding if any potentially dilutive securities had been
        issued. At July 31, 2005, the Company has no dilutive stock
        equivalents.
 
 13
 **EUROPA
        TRADE AGENCY LTD.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **JULY
        31, 2005 AND 2004**
 **(Stated
        in U.S. Dollars)**
 
 
 
 **2.**
              **SIGNIFICANT
                  ACCOUNTING POLICIES**(Continued)
 
 i)
              Income
                  Taxes
 
 The
        Company has adopted Statement of Financial Accounting Standards No. 109 -
        “Accounting for Income Taxes” (SFAS 109). This standard requires the use of an
        asset and liability approach for financial accounting and reporting on income
        taxes. If it is more likely than not that some portion or all of a deferred
        tax
        asset will not be realized, a valuation allowance is recognized.
 
 j)
              Financial
                  Instruments
 
 The
        Company’s financial instruments consist of cash, accounts receivable, accounts
        payable and accrued liabilities, and advances payable.
 
 Unless
        otherwise noted, it is management’s opinion that this Company is not exposed to
        significant interest or credit risks arising from these financial instruments.
        The fair value of these financial instruments approximate their carrying
        values,
        unless otherwise noted.
  **3.**
              **PROPERTY
                  AND EQUIPMENT**
  **COST**
                    
                    
                    **2005ACCUMULATEDDEPRECIATION**
                    
                    
                    **NET
                          BOOK**
                        **VALUE**
                    
                    
                    **2004NET
                          BOOK**
                        **VALUE**Computer
                        equipment
                    
                    $
                    242
                    
                    $
                    242
                    
                    $
                    —
                    
                    $
                    169
 **4.**
              **RELATED
                  PARTY TRANSACTIONS**
 
 a)
              Advances
                  payable are due to directors of the Company for expenses paid on
                  behalf of
                  the Company and for travel expenses incurred. The amounts bear
                  no
                  interest, are unsecured and have no stated terms of
                  repayment.
 
 b)
              The
                  Company has been provided with non-cash services from a director.
                  Accordingly, management services of $30,000 (2004 - $15,000) and
                  rent of
                  $6,000 (2004 - $3,000) have been recorded, and additional paid-in
                  capital
                  has been increased by the corresponding
                  amount.
  The
        value
        of the management services has been calculated by establishing the fair value
        of
        the hourly rate, times the estimated total hours spent by the director. No
        monetary amount will be paid or exchanged for either of these
        services.
  14
 **EUROPA
        TRADE AGENCY LTD.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **JULY
        31, 2005 AND 2004**
 **(Stated
        in U.S. Dollars)**
 
 **5.**
              **INCOME
                  TAX**
 
 A
        reconciliation of income tax expense to the amount computed at the statutory
        rate is as follows:
  **2005**
                
                
                2004Loss
                    for the period
                
                **$**
                **(70,112**
                **)**
                $
                (39,022
                )Statutory
                    tax rate
                
                
                **35**
                **%**
                
                35
                %Expected
                    income tax provision
                
                **$**
                **(24,500**
                **)**
                $
                (13,700
                )Non-deductible
                    items
                
                
                **12,600**
                
                
                6,300Unrecognized
                    tax losses
                
                
                **11,900**
                
                
                7,400**$**
                **—**
                
                $
                —
 Significant
        components of deferred income tax assets are as follows:
 **2005**
                  
                  2004Operating
                      loss
                  
                  $
                  **19,300**
                  
                  $
                  7,400Valuation
                      allowance
                  
                  
                  **(19,300**
                  **)**
                  
                  (7,400
                  )**$**
                  **—**
                  
                  $
                  —
 The
          Company has approximately $55,000 in losses carried forward which will
          expire in
          2025 if not utilized.
  15
 ITEM
        8.
        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE
 
 We
        have
        had no disagreements with our accountants on accounting or financial disclosures.
 
 ITEM
        8A.
        CONTROLS AND PROCEDURES.
 
 As
        required by Rule 13a-14 under the Securities Exchange Act of 1934 (the "Exchange
        Act"), we carried out an evaluation of the effectiveness of the design and
        operation of our disclosure controls and procedures within the 90 days prior to
        the
        filing date of this report. This evaluation was carried out under the supervision
        and with the participation of our Chief Executive Officer and Chief Financial
        Officer, Thomas Lamb. Based upon that evaluation, our Chief Executive Officer
        and Chief Financial Officer concluded that our disclosure controls and procedures
        are effective in timely alerting management to material information relating
        to us which is required to be included in our periodic SEC filings. There
        have been no significant changes in our internal controls or in other factors
        that could significantly affect internal controls subsequent to the date we
        carried out our evaluation.
 
 Disclosure
        controls and procedures are controls and other procedures that are designed
        to ensure that information required to be disclosed our reports filed or
        submitted under the Exchange Act is recorded, processed, summarized and reported,
        within the time periods specified in the Securities and Exchange Commission's
        rules and forms. Disclosure controls and procedures include, without
        limitation, controls and procedures designed to ensure that information required
        to be disclosed in our reports filed under the Exchange Act is accumulated
        and communicated to management, including our Chief Executive Officer
        and Chief Financial Officer, to allow timely decisions regarding required
        disclosure.
 
 ITEM
        8B.
        OTHER INFORMATION.
 
 None.
 
 PART
        III
 
 ITEM
        9.
        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
 Our
        executive officers and directors and their respective ages as of October
        25,
        2005 are as follows:
 
 Directors:
 Name
                    of Director
                
                AgeThomas
                      David Lamb
                
                32
 Executive
        Officers:
 Name
                    of Officer
                
                Age
                
                OfficeThomas
                      David Lamb
                
                32
                
                President,
                      Secretary and Treasurer
 Since
        our
        inception, each officer and director has spent between 20 and 30 hours per
        month
        upon the developmental and organizational aspects of our business. Set forth
        below is a brief description of the background and business experience of
        Thomas
        Lamb for the past five years.
 
 16
 Mr.
        Lamb
        is a Vancouver, British Columbia-based businessman and lawyer. Since June,
        2005
        Mr. Lamb has been a partner with the Consilium Group Corporate Finance in
        Vancouver, British Columbia. From June, 2004 until July, 2005 he was corporate
        secretary of Cabo Mining Enterprises Corp. (TSX Venture Exchange symbol "CBE")
        and its subsidiaries. From 2001 to 2003, Mr. Lamb worked as a lawyer with
        Lang
        Michener, Barristers & Solicitors at the firm's Vancouver office. From 2000
        to 2001, Mr. Lamb worked as an articled student at the Vancouver office of
        McCarthy Tetrault, Barristers & Solicitors. In 2000 Mr. Lamb was granted the
        degree of Bachelor of Laws by the University of British Columbia. Mr. Lamb
        studied the law of derivatives regulation under the Hugh M. Brock scholarship
        at
        the University of New South Wales in Sydney, Australia from February 2000
        to
        June, 2000. Mr. Lamb holds a Bachelor of Arts in Classical History and Politics
        from the University of Victoria.
 
 Term
        of
        Office
 
 Our
        directors are elected for one-year terms, to hold office until the next annual
        general meeting of the shareholders, or until removed from office in accordance
        with our bylaws. Our officers are appointed by our board of directors and
        hold
        office until removed by the board. Mr. Lamb has served as a director since
        the
        Company’s inception. In light of the imminent changes to the Company’s
        operations Rebecca Miller and Daniel Turner resigned from the Board of Directors
        effective September 13, 2005.
 
 Significant
        Employees
 
 We
        have
        no significant employees other than the officers and directors described above.
 
 SECTION
        16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
 We
        do not
        have any officers or directors who have reporting obligations under Section
        16(a) of the Exchange Act.
 
 ITEM
        10.
        EXECUTIVE COMPENSATION
 
 Compensation
 
 There
        has
        been no compensation awarded to, earned by, or paid to our executive officers
        for the period beginning with inception and ending July 31, 2005, nor
        since
        that date.
 
 Stock
        Option Grants
 
 We
        did
        not grant any stock options to the executive officers during the period beginning
        with inception and ending July 31, 2005, nor since that date.
 
 ITEM
        11.
        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 The
        following table sets forth, as of October 25, 2005, the beneficial ownership of
        our
        common stock by each of our officers and directors, by each person known by
        us to
        beneficially own more than 5% of our common stock and by our officers and
        directors as a group. Except as otherwise indicated, all shares are owned directly
        and the percentage shown is based on 3,010,000 shares of common stock issued
        and outstanding on October 25, 2005.
  17
 
 Title
                    of class
                
                Name
                    and address of beneficial owner
                
                Number
                    of Shares of Common Stock
                
                Percentage
                    of Common StockCommon
                    Stock
                
                
                Thomas
                    Lamb
                
                
                1,000,000
                
                
                33%Common
                    Stock
                
                
                Craig
                    Lamb
                
                
                1,000,000
                
                
                33%Common
                    Stock
                
                
                Directors
                    and Officers as a group (1) Person
                
                
                1,000,000
                
                
                33%
  ITEM
        12.
        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
 None
        of
        the following parties has, since our date of incorporation, any material interest,
        direct or indirect, in any transaction or proposed transaction with us:
  1.
        Any of
        our directors or officers;
 
 2.
        Any
        person proposed as a nominee for election as a director;
 
 3.
        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;
 
 4.
        Any of
        our promoters;
 
 5.
        Any
        relative or spouse of any of the foregoing persons who has the same house as
        such
        person.
 
 PART
        IV
 
 ITEM
        13.
        EXHIBITS AND REPORTS ON FORM 8-K
 
 (a)
        Reports on Form 8-K
 
 On
        September 19, 2005 the Company filed its current report on Form 8-K advising
        that two of the Company’s directors, Rebecca Miller and Daniel Turner, had
        resigned. It also advised that the Company’s efforts to market ScentMaster to
        Wal-Mart Canada Corp. have been unsuccessful and that without a successful
        ScentMaster product, operations under the prevailing business plan could
        not be
        sustained. The filing further advised that the Company is therefore
        discontinuing operations under its business plan and is pursuing alternatives,
        and that in that connection the Company’s principal shareholders, Thomas Lamb
        and Craig Lamb, are negotiating to sell their control position in the
        Company.
 
 18
 (b)
        Exhibits
 
 3.1
              Articles
                  of Incorporation (1)
 3.2
              By-Laws
                  (1)
 4.1
              Share
                  Certificate (1)
 10.1
              Lamb
                  loan agreement(1)
 31.1
                Certification
                    of CEO and CFO pursuant to Securities Exchange Act rules 13a-15
                    and 15d-15(c) as adopted pursuant to section 302 of theSarbanes-Oxley
                    act of 2002.
 32.1
                Certification
                  of CEO and CFO pursuant to 18 U.S.C. section 1350, as adopted
                  pursuant to section 906 of the Sarbanes-Oxley act of
                  2002.
  (1)
        Previously filed with the registration statement on form SB-2 on September
        3,
        2004.
  19
 ITEM
        14.
        PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 AUDIT
        FEES
 
 The
        aggregate fees billed to date by our auditors for professional services rendered
        in connection with the audit of our annual financial statements for the fiscal
        year ended July 31, 2005 was $1,500 CDN. The aggregate fees billed by our
        auditors for professional services rendered in connection with the audit
        of our
        annual financial statements for the fiscal year ended July 31, 2004 was $5,050
        CDN.
 
 AUDIT-RELATED
        FEES
 
 Our
        auditors did not bill any additional fees for assurance and related services that
        are
        reasonably related to the performance of the audit or review of our financial
        statements.
 
 TAX
        FEES
 
 The
        aggregate fees billed by our auditors for professional services for tax compliance,
        tax advice, and tax planning were $0 and $0 for the fiscal years ended
        July 31, 2005 and 2004.
 
 ALL
        OTHER
        FEES
 
 The
        aggregate fees billed by our auditors for all other non-audit services, such as
        attending meetings and other miscellaneous financial consulting, for the fiscal
        years ended July 31, 2005 and 2004 were $0 and $0 respectively.
 
 SIGNATURES
 
 In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 EUROPA TRADE AGENCY
                  LTD.By:
                /s/
                    Thomas LambThomas
                    Lamb, Chief Executive Officer
                  Director
                  Date:
                    November 2, 2005
  In
        accordance with the Securities Exchange Act, this report has been signed below
        by
        the following persons on behalf of the registrant and in the capacities and
        on
        the dates indicated.
  By:
                  /s/
                      Thomas LambThomas
                        Lamb, President,
                      Secretary
                        and Treasurer and Director
                      (Principal
                        Executive Officer)
                      (Principal
                        Financial Officer)
                      (Principal
                        Accounting O
  20