UNITED
      STATES


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**





**FORM
      20 - F**


**(Mark
      One)**





 ̈ REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES
      EXCHANGE ACT OF 1934


or


x ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 **For
      the fiscal year ended** **April
      30, 2005**


or


 ̈ TRANSITION
          REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES


EXCHANGE
      ACT OF 1934 For the transition period from __________ or __________





**Commission
      file number** ***:*** **333-107199**





**CYPACIFIC
      TRADING INC.**


(Exact
      name of registrant as specified in its charter)





British
      Columbia, Canada


(Jurisdiction
      of incorporation or organization)





536
      Cambie Street, Vancouver, British Columbia, Canada V6B 2N7


Telephone:
      604-633- 2753


(Address
      of principal executive offices)





Securities
      registered or to be registered pursuant to Section 12(b) of the
      Act:


Title
                of Each Class
            Name
                of Each Exchange On Which Registered






Securities
      registered or to be registered pursuant to Section 12(g) of the
      Act:








(Title
      of
      Class)





Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act:





Common
      shares


(Title
      of
      Class)





Indicate
      the number of outstanding shares of each of the issuer's classes of capital
      or
      common stock as of the close of the period covered by the annual
      report.





Common
      shares outstanding: April 30, 2005: **2,000,000**





Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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. (1) [X] Yes [ ] No (2) [X] Yes [ ] No





Indicate
      by check mark which financial statement item the registrant has selected to
      follow.


 ̈ Item 17 x Item
      18








1




**PART
      I**





**Item
      1. Identity of Directors, Senior Management and
      Advisers**





**A.
      DIRECTORS AND SENIOR MANAGEMENT**


See
      Item
      4.C.





**B.
      ADVISERS**


Principal
      banker:


Bank
      of
      Montreal


First
      Bank Tower, 595 Burrard Street, Vancouver, B.C. V7X 1L7 Canada





**C.
      AUDITORS**


Pannell
      Kerr Forster, Registered Independent Chartered Accountants


Marine
      Building


7 th Floor,
      355 Burrard Street, Vancouver, B.C. V6C 2G8 Canada





**Item
      2. Offer Statistics and Expected Timetable**


Not
      Applicable





**Item
      3. Key I** **nformation**


**A.**
            **Selected
                financial data**




The selected financial and other data set forth below should
      be read in conjunction with the audited financial statements of CyPacific
      Trading Inc. as of April 30, 2005 and 2004 including the notes thereto, and
      "Item 5 - Operating and Financial Review and Prospects" included in this annual
      report. The selected financial data set forth below for the fiscal years ended
      April 30, 2005 and 2004 and for the period ended April 30, 2003 are derived
      from
      the audited financial statements of the Company, which have been audited by
      Pannell Kerr Forster, registered independent chartered accountants. Our
      financial statements are maintained in Canadian dollars, expressed in US
      dollars, and presented in accordance with accounting principles generally
      accepted in the United States of America. CyPacific Trading Inc. has commenced
      doing business as E. Travel Video.Com.




**STATEMENT
                OF OPERATIONS**(in
                U.S. dollars)
              Select
                informationYears
                ended April 30, 2005 and 2004 and from inception March 21, 2003 to
                April
                30, 2005Year
                ended 2005
            
            Year
                ended 2004
            
            Year
                ended 2003
            
            Accumulated
                to date$
            
            $
            
            $
            
            $Revenue
                - Sales
            
            
            8,464
            
            
            0
            
            
            0
            
            
            8,464Cost
                of sales
            
            
            5,120
            
            
            0
            
            
            0
            
            
            5,120Website
                development and maintenance
            
            
            10,000
            
            
            0
            
            
            0
            
            
            10,000Operating
                expenses
            
            
            9,513
            
            
            6,189
            
            
            2,379
            
            
            18,081Total
                expenses
            
            
            24,633
            
            
            6,189
            
            
            2,379
            
            
            33,201Net
                loss
            
            
            (16,169
            )
            
            (6,189
            )
            
            2,379
            
            
            (24,737
            )Other
                comprehensive income (loss)
            
            
            0
            
            
            87
            
            
            (42
            )
            
            45Comprehensive
                loss
            
            
            (16,169
            )
            
            (6,102
            )
            
            (2,421
            )
            
            (24,692
            )Weighted
                average number of common shares
            
            
            2,000,000
            
            
            2,000,000
            
            
            219,178Basic
                and diluted loss per common share
            
            $
            (0.01
            )
            $
            (0.00
            )
            $
            (0.01
            )




2




**BALANCE
                SHEETS**(in U.S. dollars) as of April 30, 2005, 2004 and 2003Select
                information2005
            
            2004
            
            2003$
            
            $
            
            $Cash
                and cash equivalents
            
            
            0
            
            
            13
            
            
            1,389Total
                current assets
            
            
            3,344
            
            
            13
            
            
            1,389Total
                Assets
            
            
            3,344
            
            
            13
            
            
            1,389Accounts
                payable and accrued liabilities
            
            
            17,144
            
            
            3,644
            
            
            2,093Due
                to related party
            
            
            3,497
            
            
            3,497
            
            
            322Due
                to director
            
            
            6,000
            
            
            0
            
            
            0Total
                Liabilities
            
            
            26,641
            
            
            7,141
            
            
            2,415Shareholders'
                equity (deficiency)
            
            
            (23,297
            )
            
            (7,128
            )
            
            (1,026
            )Total
                Liabilities and Shareholders’ Equity
            
            
            3,344
            
            
            13
            
            
            1,389





**EXCHANGE
      RATES**





CyPacific
      records its finances in Canadian (Cdn) dollars and reports its operations in
      US
      dollars. Fluctuation in the exchange rate between the Cdn dollar and the US
      dollar will affect the amount of dollars reported in its financial statements
      and paid out in respect of cash dividends or other distributions paid in Cdn
      dollars by the Company. The following table sets forth, for the periods and
      dates indicated, certain information concerning the noon buying rate of one
      US
      dollar in Cdn funds. No representation is made that the Cdn dollar amounts
      referred to herein could have been or could be converted into US dollars at
      any
      particular rate, or at all. On July 7, 2005 the noon buying rate was Cdn$1.3196
      to US$1.00.





**YEARS
      ENDED DECEMBER 31 (CDN$ PER US$1.00)**




AVERAGE
                  RATE(1)
              YEAR
                  END
              HIGH
              LOW1999
              1.4827
              1.4440
              1.5302
              1.44402000
              1.4871
              1.4995
              1.5600
              1.43502001
              1.5519
              1.5925
              1.6023
              1.49332002
              1.5702
              1.5800
              1.6128
              1.51082003
              1.3916
              1.2923
              1.5750
              1.29232004
              1.3015
              1.2020
              1.3783
              1.1961
 
 (1)
                the
                    average of the noon buying rates on the last day of each month
                    during the
                    period


(CDN$
                PER US$1.00)
            Monthly
                closingDecember
                2004
            1.2020January
                2005
            1.2412February
                2005
            1.2335March
                2005
            1.2096April
                2005
            1.2585May
                2005
            1.2552




3





**B.**
            **Capitalization
                and indebtedness**


Not
      applicable





**C.**
            **Reasons
                for the offer and use of
                proceeds**


Not
      applicable





**D.**
            **Risk
                Factors**


THERE
      ARE
      SIGNIFICANT RISKS ASSOCIATED WITH AN INVESTMENT IN OUR COMMON STOCK. BEFORE
      MAKING A DECISION CONCERNING THE PURCHASE OF OUR SECURITIES, YOU SHOULD
      CAREFULLY CONSIDER THE FOLLOWING FACTORS AND OTHER INFORMATION IN THIS ANNUAL
      REPORT WHEN YOU EVALUATE OUR BUSINESS.





**Business
      Risks**





WE
      COMMENCED OPERATIONS IN JANUARY 2005


Since
      we
      have just begun operations, the prediction of future financial results is
      difficult and, in some cases, impossible. Furthermore, we believe that
      period-to-period comparisons of our financial results may not be meaningful
      and
      that the results for any particular period should not be relied upon as an
      indication of future performance. To the extent that we are unable to generate
      revenues as anticipated, our results of operations and financial condition
      will
      be materially and adversely affected, and CyPacific may fail.





WE
      MAY BE
      UNABLE TO CONTINUE AS A GOING CONCERN WHICH COULD RESULT IN A LOSS FOR OUR
      INVESTORS


We
      may
      never become profitable. Since we have just begun operating, we are unable
      at
      this time to predict our potential to realize a profit. If we do achieve
      profitability at some point in the future, we cannot be certain that we will
      remain profitable or that profits will increase in the future. As of April
      30,
      2005, CyPacific reported an accumulated net loss of $24,737 since inception
      March 21, 2003. CyPacific estimates that additional funding of $100,000 will
      be
      required to implement its business plan over the next 12 months. This raises
      substantial doubt about its ability to continue as a going concern. In the
      event
      that the required funds are not raised, CyPacific will continue curtailling
      its
      operations in order to minimize business expenses. There is no assurance that
      CyPacific will continue to operate if additional funding does not materialize.
      For further discussion, see the section of this prospectus entitled "Operating
      and Financial Results and Prospects or Plan of Operation" below.





FUTURE
      ISSUANCE OF DEBT MAY CONTAIN CONTRACTUAL RESTRICTIONS THAT MAY CURTAIL
      IMPLEMENTATION OF OUR BUSINESS PLAN


We
      do not
      currently have any contractual restrictions limiting our ability to incur debt.
      Any significant indebtedness, however, could restrict our ability to fully
      implement our business plan. If we are unable to repay the debt, we could be
      forced to cease operating. For further discussion, see liquidity and capital
      resources in the section of this prospectus entitled "Operating and Financial
      Results and Prospects or Plan of Operation" below.





ANTICIPATED
      LOSSES


CyPacific
      must invest heavily in infrastructure, internet site and related hardware and
      software, sales and marketing. The Company expects to incur losses for the
      foreseeable future. The Company does expect to be able to earn future revenue;
      however, there can be no assurance that it will ever achieve or maintain
      profitability or generate positive cash flow from operations. (See "Business")





IF
      WE ARE
      UNABLE TO DEVELOP A FUNCTIONAL AND COMPETITIVE WEBSITE, OUR BUSINESS, OPERATING
      RESULTS AND FINANCIAL CONDITION MAY BE NEGATIVELY IMPACTED AND AS A RESULT,
      WE
      MAY NOT BE ABLE TO CONTINUE WITH OUR OPERATIONS





4





The
      initial layout, design and functionality drawings of our website have been
      completed. However, if we are unable to complete the developing process and
      launch the planned website in a timely, functional and competitive manner,
      our
      business, operating results and financial condition may be negatively impacted
      and as a result, we may not be able to continue with our
      operations.





WE
      WILL
      RELY ON THIRD PARTIES FOR OUR ORDER FULFILLMENT. FAILURES ON THE PART OF THESE
      THIRD PARTIES COULD HARM OUR BUSINESS


We
      will
      use overnight courier and delivery services for substantially all of our
      products. Should these services be unable to deliver our products over a
      sustained time due to a strike or other reason, our business, results of
      operations and financial condition would be adversely affected. If, due to
      problems related to third party service providers, we experience any delays
      in
      shipment, our business, results of operations and financial condition would
      be
      adversely affected.





FLUCTUATIONS
      IN OPERATING RESULTS


Given
      the
      current developmental status of the Company and the rapidly evolving nature
      of
      the markets in which the Company will be competing, the Company expects to
      experience significant fluctuations in its future operating results due to
      a
      variety of factors, many of which are outside its control. Factors that may
      adversely affect the Company's future operating results include the following:


1)
      the
      continued overall acceptance and use of the Internet and online services and
      increasing consumer acceptance of the Internet as a medium for commerce;


2)
      the
      level of traffic on the Company's web site;


3)
      the
      Company's ability to continually upgrade its systems and infrastructure and
      attract new personnel in a timely and effective manner;


4)
      the
      announcement or introduction of new sites, services and products by the Company
      and its competitors;


5)
      technical difficulties and system downtime or Internet brownouts;


6)
      the
      amount and timing of operating costs and capital expenditures relating to
      expansion of the Company's business, operations and infrastructure;


7)
      general economic conditions and economic conditions specific to the Internet
      and
      online commerce; and


8)
      the
      Company’s lack of operating experience in Internet commerce and retail business.





Due
      to
      the above factors, the Company's operating results may fall below the
      expectations of management and its business could suffer significantly.





INABILITY
      TO MANAGE GROWTH


In
      order
      to maximize potential growth in the Company's market opportunities, the Company
      believes that it must expand significantly in the market place. This impetus
      for
      expansion will place a significant strain on the Company's management,
      operational and financial resources. In order to manage growth, the Company
      must
      implement and continually improve its operational and financial systems, expand
      operations, attract and retain superior management and train, manage and expand
      its employee base. The Company can give no assurance that it will effectively
      manage the expansion of its operations, that its systems, procedures or controls
      will adequately support its operations or that the company's management will
      successfully implement its business plan. If the Company cannot effectively
      manage its growth, business and financial condition, then the results of
      operations could suffer a material adverse effect.





NEED
      FOR
      ADDITIONAL FINANCING


The
      Company requires financing to start the operation of its Internet retail
      business. The financing would be used primarily for software development and
      online and offline marketing to establish brand name recognition. The Company
      can give no assurance that it will successfully negotiate or obtain the
      necessary financing, or that it will obtain financing on terms favorable or
      acceptable to the Company. None of the Company’s directors or officers have made
      any commitments for financing the minimized expenses over the first nine months
      from the commencement of the business plan, estimated to be $50,000, in the
      event that additional funds are not raised. The Company's ability to obtain
      capital depends on market conditions, the global economy and other factors
      outside its control. If the Company does not obtain adequate financing or such
      financing is not available on acceptable terms, the Company's ability to develop
      or enhance products or services to respond to competitive pressure would be
      significantly limited. The Company's failure to secure necessary financing
      could
      have a material adverse effect on its business, prospects, financial conditions
      and results of operations.





5





DEVELOPMENT
      OF THE INTERNET INFRASTRUCTURE


The
      Company's business model depends on the Internet infrastructure. This dependence
      on the Internet infrastructure may prove problematic for a number of reasons,
      including:


1)
      inadequate development of the necessary infrastructure for communication speed,
      access and server reliability;


2)
      security and confidentiality concerns;


3)
      lack
      of development of complementary products, such as high-speed modems and
      high-speed communication lines;


4)
      implementation of competing technologies;


5)
      delays
      in the development or adoption of new standards and protocols required to handle
      increased levels of Internet activity; and


6)
      United
      States, Canadian and foreign governmental regulation.





The
      Company expects Internet use to grow in number of users and volume of traffic.
      The Internet infrastructure may be unable to support the demands placed on
      it by
      this continued growth. If these factors limit the acceptance or effectiveness
      of
      Internet products, the Company's business could suffer dramatically.





OUR
      FAILURE TO ATTRACT BANNER - ADVERTISING REVENUE IN VOLUMES AND AT RATES THAT
      ARE
      SATISFACTORY TO US COULD HARM OUR BUSINESS


We
      expect
      in the future to derive a portion of our net revenue from advertisements
      displayed on our websites. Our ability to achieve any substantial advertising
      revenue depends upon:


1)
      the
      development of a sufficient base of users possessing demographic characteristics
      attractive to advertisers;


2)
      the
      level of traffic on our websites;


3)
      our
      ability to derive better demographic and other information from our users;


4)
      acceptance by advertisers of the Web as an advertising medium; and


5)
      our
      ability to transition and expand into other forms of advertising.





No
      standards have yet been widely accepted for the effectiveness of Web-based
      advertising. Software programs that filter advertising are available that limit
      or remove advertising from an Internet user's desktop. Such software, if
      generally adopted by users, may have a materially adverse effect upon the
      viability of advertising on the Internet. If we are unsuccessful in sustaining
      or increasing advertising sales levels, it could have a material adverse effect
      on our business, operating results and financial condition.





DEPENDENCE
      ON CONTINUED USE OF THE INTERNET


The
      Company's level of sales to be generated from its worldwide web sites depends
      in
      part on the use and acceptance of the Internet by end-users.  The growth in
      Internet usage is a relatively recent development, and no assurance can be
      made
      that the Internet will continue to develop or that a sufficiently broad base
      of
      consumers will adopt and continue to use the Internet and other online services
      as a medium of commerce.  If the use by consumers of the Internet to
      purchase products does not continue, the Company's business, financial condition
      and results of operations could be adversely affected.




The
      Company's success in maintaining and growing its Internet business will depend
      in large part upon the development of an infrastructure for providing Internet
      access and services.  If the number of Internet users or their use of
      Internet resources continues to grow rapidly, such growth may overwhelm the
      Company’s Internet infrastructure.  The Company's ability to increase the
      speed with which it provides services to customers and to increase the scope
      of
      such services ultimately is limited by and reliant upon the speed and
      reliability of the networks operated by third parties.  The Company cannot
      assure that networks and infrastructure providing sufficient capacity and
      reliability will continue to be developed.





6





UNCERTAIN
      ACCEPTANCE OF THE INTERNET COULD HINDER THE COMPANY’S DEVELOPMENT


The
      Internet market through which the Company intends to deliver its services has
      only recently begun to develop and will continue to evolve. As a result, demand
      for and market acceptance of products and services delivered over the Internet
      remain uncertain. Moreover, since the market for its services is new and
      evolving, the Company cannot accurately predict the size of this market or
      its
      future growth rate, if any. The success of the Company's services will depend
      substantially upon the widespread acceptance and use of the Internet by a broad
      base of consumers. Rapid growth in the use of the Internet is a recent
      phenomenon. For the Company to succeed, consumers who have historically used
      other means to shop must accept and utilize novel ways of conducting business
      and exchanging information. The Company cannot assure the investor that a broad
      base of consumers will accept the Internet as an effective way of conducting
      business and exchanging information. If the Company's online services do not
      achieve market acceptance or if the Internet does not become a viable way of
      conducting business and exchanging information, the Company's business, results
      of operations and financial condition would suffer a material adverse effect
      and
      the Company may be unable to sustain operations.





COMPETITION
      MAY HINDER THE COMPANY’S GROWTH


The
      online commerce market for exchanging products and services over the Internet
      is
      evolving and may become intensely competitive. Since anticipated transactions
      on
      the CyPacific site will include cash transactions, all sites that transact
      trade, auction, exchanges or barter are current or potential competitors.
      Certain of the Company's competitors may devote greater resources to marketing
      and promotional campaigns and devote substantially more resources to web site
      development. Increased competition may result in reduced operating margins.
      The
      Company cannot assure potential investors that the Company will compete
      successfully against future competitors.





RAPID
      TECHNOLOGY CHANGE MAY RENDER THE COMPANY’S APPROACH OBSOLETE


The
      Internet and online commerce industries typically experience rapid technological
      change, changing market conditions and customer demands, and the emergence
      of
      new industry standards and practices that could render the Company's web site
      and technology obsolete. The Company's future success will substantially depend
      on its ability to enhance its services and technology and respond to
      technological advances in a timely and cost-effective manner. The development
      of
      the web site and other proprietary technology entails significant technical
      know
      how and business risk. The Company cannot assure the investor that it will
      succeed in developing and using new technologies or in adapting its technology
      and systems to meet emerging industry standards and customer requirements.
      If
      the Company is unable, for technical, legal, financial or other reasons, to
      adapt in a timely manner in responding to changing market conditions or customer
      requirements, or if its new products and services do not achieve market
      acceptance, its business, prospects, results of operations and financial
      condition would suffer a material adverse effect.





RELIANCE
      ON KEY MANAGEMENT PERSONNEL


The
      Company's performance depends substantially on the continued services and
      performance of its President and board of directors. The Company's performance
      also depends on its ability to attract, retain and motivate other qualified
      officers and key employees. The loss of services of its executive officer could
      have a material adverse effect on the Company's business, prospects, financial
      condition and results of operation. The Company's future success also depends
      on
      its ability to identify, attract, hire, train, retain and motivate other highly
      skilled technical, managerial and marketing personnel. Competition for such
      personnel is intensive, and the Company's failure to attract and retain the
      necessary technical, managerial and marketing personnel could have a material
      adverse effect on its business, prospects, financial condition and results
      of
      operations.





7





RISK
      OF
      SYSTEM FAILURE


The
      Company's success depends substantially on its ability to deliver high quality,
      uninterrupted Internet hosting. This requires that the Company protect its
      computer equipment and the information stored in its servers. The Company's
      systems will be vulnerable to damage by fire, natural disasters, power loss,
      telecommunications failures, unauthorized intrusion and other catastrophic
      events. Any substantial interruption in the Company's systems would have a
      material adverse effect on its business, prospects, financial condition and
      results of operations. Although the Company intends on carrying property and
      business interruption insurance, its coverage may not adequately compensate
      for
      the losses that may occur. In addition, the Company's system may be vulnerable
      to computer viruses, physical or electronic break-ins and other similar
      disruptive events. Computer viruses, break-ins or other problems caused by
      third
      parties could lead to interruptions, delays, and loss of data or cessation
      in
      service to users of the Company's services. The occurrence of any of these
      risks
      could have a material adverse effect on the Company's business, prospects,
      financial condition or results of operations.





GOVERNMENT
      REGULATIONS AND LEGAL UNCERTAINTIES


The
      Company is subject to various laws and regulations applicable to trade, barter
      and sale or purchase of goods and services. To date, governmental regulations
      have not materially restricted use of the Internet in our targeted markets.
      However, there are an increasing number of laws and regulations pertaining
      to
      the Internet. In addition, a number of legislative and regulatory proposals
      are
      under consideration by federal, state, local and foreign governments and
      agencies. Uncertainty and new regulations could increase our costs of doing
      business and prevent us from delivering our products and services over the
      Internet. The growth of the Internet may also be significantly slowed. This
      could delay growth in demand for our online services and limit the growth of
      our
      revenues. In addition to new laws and regulations being adopted, existing laws
      may be applied to the Internet. New and existing laws may cover issues
      including: collection of sales and other taxes; user privacy; pricing controls;
      characteristics and quality of products and services; consumer protection;
      libel
      and defamation; copyright, trademark and patent infringement; and other claims
      based on the nature and content of Internet materials.





LIMITED
      PUBLIC MARKET FOR THE COMPANY’S SHARES AS AN INVESTMENT


There
      is
      currently no market existing for the issued and outstanding shares of common
      stock of the Company. The shares may be currently traded only through privately
      negotiated transactions. Even if a registration of the Shares becomes effective,
      there can be no assurance that a public market will develop in the future,
      nor
      can the Company give any assurance that any public offering it might undertake
      in the future will be successful. There can be no assurance that purchasers
      will
      be able to sell their acquired shares at any time in the future at a profit,
      at
      a loss or even at all.





RISKS
      RELATING TO FORWARD-LOOKING STATEMENTS


Information
      provided concerning the Company and its business contains forward-looking
      statements, which reflect management's current view with respect to future
      events and the Company's performance. Such forward-looking statements may
      include projections with respect to market size and acceptance, revenues and
      earnings, marketing and sales strategies and business operations, along with
      other statements. These forward-looking statements are subject to certain risks
      and uncertainties, including, but not limited to, acceptance of the Company's
      products and services, the ability to price products and services competitively,
      the ability to attract additional capital, the establishment of an effective
      marketing plan, and the other risks identified herein. Due to such uncertainties
      and the risk factors set forth herein, prospective investors are cautioned
      not
      to place undue reliance upon these forward-looking statements.





CONCERNS
      ABOUT SECURITY OVER THE INTERNET MAY REDUCE THE USE OF OUR WEBSITE AND IMPEDE
      OUR GROWTH


A
      significant barrier to confidential communications over the Internet has been
      the need for security. Under current credit card practices, a merchant is liable
      for fraudulent credit card transactions where that merchant does not obtain
      a
      cardholder’s signature, as is the case with the transactions we will process. A
      failure to adequately control fraudulent credit card transactions could reduce
      our collections and harm our business. Internet usage could decline if any
      well-publicized compromise of security occurred. Our site could be particularly
      affected by any such breach because our online commerce model will require
      the
      entry of confidential customer ordering, purchasing and delivery data over
      the
      Internet, and we will maintain a database of this historical customer
      information. Until more comprehensive security technologies are developed,
      the
      security and privacy concerns of existing and potential customers may inhibit
      the growth of the Internet as a medium for commerce. We cannot be certain that
      advances in computer capabilities, new discoveries in the field of cryptography
      or other developments will not result in the compromise or breach of the
      algorithms we will use to protect content and transactions on our website or
      proprietary information in our database. Anyone who is able to circumvent our
      security measures could misappropriate confidential customer or company
      information or cause interruptions in our operations. We may incur significant
      costs to protect against the threat of such security breaches or to alleviate
      problems caused by these breaches.





8





PRIVACY
      CONCERNS


Federal,
      state and foreign governments have enacted or may enact laws or consider
      regulations regarding the collection and use of personal identifying information
      obtained from individuals when accessing websites, with particular emphasis
      on
      access by minors. Such regulations may include requirements that companies
      establish procedures to:


-
      give
      adequate notice to consumers regarding information collection and disclosure
      practices;


-
      provide
      consumers with the ability to have personal identifying information deleted
      from
      a company’s data;


-
      provide
      consumers with access to their personal information and with the ability to
      rectify inaccurate information;


-
      clearly
      identify affiliations or a lack thereof with third parties that may collect
      information or sponsor activities on a company’s website;


-
      obtain
      express parental consent prior to collecting and using personal identifying
      information obtained from children; and


-
      the
      Federal Children’s Online Privacy Act.





Such
      regulation may also include enforcement and redress provisions. While we will
      implement programs designed to enhance the protection of the privacy of our
      users, including children, there can be no assurance that such programs will
      conform to applicable laws or regulations. Moreover, even in the absence of
      such
      regulations, the Federal Trade Commission has begun investigations into the
      privacy practices of companies that collect information on the Internet. One
      such investigation has resulted in a consent decree pursuant to which an
      Internet company agreed to establish programs to implement the privacy
      safeguards described above.


We
      will
      obtain and retain personal information about our website users with their
      consent. We will have a stringent privacy policy covering this information.
      However, if third persons become able to penetrate our network security and
      gain
      access to, or otherwise misappropriate, our users’ personal information, we
      could be subject to liability. Such liability could include claims for misuses
      of personal information, such as for unauthorized marketing purposes or
      unauthorized use of credit cards. These claims could result in litigation,
      our
      involvement in which, regardless of the outcome, could require us to expend
      significant financial resources.





INTERNET
      TAXATION


A
      number
      of legislative proposals have been made at the federal, state and local levels,
      and by foreign governments, that would impose additional taxes on the sale
      of
      goods and services over the Internet and some states have taken measures to
      tax
      Internet-related activities. Although Congress has placed a moratorium on state
      and local taxes on Internet access or on discriminatory taxes on e-commerce,
      existing state or local laws have been expressly exempted from this moratorium.
      Further, once this moratorium is lifted, some type of federal or state taxes
      may
      be imposed upon Internet commerce. Such legislation or other attempts at
      regulating commerce over the Internet may substantially impair the growth of
      commerce on the Internet and, as a result, adversely affect our opportunity
      to
      derive financial benefit from such activities.




9




JURISDICTION





**INVESTMENT
      RISKS**





OUR
      ISSUANCE OF ADDITIONAL SHARES MAY HAVE THE EFFECT OF DILUTING THE INTEREST
      OF
      SHAREHOLDERS; OUR COMMON STOCK SHAREHOLDERS DO NOT HAVE PREEMPTIVE
      RIGHTS


Any
      additional issuances of common stock by us from our authorized but unissued
      shares may have the effect of diluting the percentage interest of existing
      shareholders. The securities issued to raise funds may have rights, preferences
      or privileges that are senior to those of the holders of our other securities,
      including our common stock. The board of directors has the power to issue such
      shares without shareholder approval. We fully intend to issue additional common
      shares in order to raise capital to fund our business operations and growth
      objectives.





WE
      DO NOT
      ANTICIPATE PAYING DIVIDENDS TO COMMON STOCKHOLDERS IN THE FORESEEABLE FUTURE,
      WHICH MAKES INVESTMENT IN OUR STOCK SPECULATIVE OR RISKY ****


We
      have
      not paid dividends on our common stock and do not anticipate paying dividends
      on
      our common stock in the foreseeable future. The board of directors has sole
      authority to declare dividends payable to our stockholders. The fact that we
      have not and do not plan to pay dividends indicates that we must use all of
      our
      funds generated by operations for reinvestment in our business activities.
      Therefore, investors must evaluate an investment in CyPacific solely on the
      basis of anticipated capital gains.





LIMITED
      LIABILITY OF OUR EXECUTIVE OFFICERS AND DIRECTORS MAY DISCOURAGE SHAREHOLDERS
      FROM BRINGING A LAWSUIT AGAINST THEM


Our
      Memorandum and Articles contain provisions that limit the liability of directors
      for monetary damages and provide for indemnification of officers and directors.
      These provisions may discourage shareholders from bringing a lawsuit against
      officers and directors for breaches of fiduciary duty and they may reduce the
      likelihood of derivative litigation against officers and directors even though
      such action, if successful, might otherwise have benefited the shareholders.
      In
      addition, a shareholder's investment in CyPacific may be adversely affected
      to
      the extent that we pay costs of settlement and damage awards against officers
      or
      directors pursuant to the indemnification provisions of the bylaw. The impact
      on
      a shareholder's investment in terms of the cost of defending a lawsuit may
      deter
      the shareholder from bringing suit against any of our officers or directors.
      We
      have been advised that the SEC takes the position that these article and bylaw
      provisions do not affect the liability of any director under applicable federal
      and state securities laws.





SINCE
      WE
      ARE A CANADIAN COMPANY AND MOST OF OUR ASSETS AND KEY PERSONNEL ARE LOCATED
      OUTSIDE THE UNITED STATES OF AMERICA, YOU MAY NOT BE ABLE TO ENFORCE ANY UNITED
      STATES JUDGMENT FOR CLAIMS YOU MAY BRING AGAINST US, OUR ASSETS, OUR KEY
      PERSONNEL OR THE EXPERTS NAMED IN THIS DOCUMENT


We
      have
      been organized under the laws of Canada. Many of our assets are located outside
      the United States. In addition, a majority of the members of our board of
      directors and our officers and the experts named in this document are residents
      of countries other than the United States. As a result, it may be impossible
      for
      you to effect service of process within the United States either upon us or
      upon
      these persons or to enforce against us or against these persons any judgments
      in
      civil and commercial matters, including judgments under United States federal
      securities laws. In addition, a Canadian court may not permit you to bring
      an
      original action in Canada or to enforce in Canada a judgment of a U.S. court
      based upon civil liability provisions of U.S. federal securities laws.





10





**FORWARD
      LOOKING STATEMENTS**


This
      document contains forward-looking statements. We intend to identify
      forward-looking statements in this document using words such as "anticipates",
      "will", "believes", "plans", "expects", "future", "intends" or similar
      expressions. These statements are based on our beliefs as well as assumptions
      we
      made using information currently available to us. Because these statements
      reflect our current views concerning future events, these statements involve
      risks, uncertainties and assumptions. Actual future results may differ
      significantly from the results discussed in the forward-looking statements.
      Some, but not all, of the factors that may cause these differences include
      those
      discussed in the Risk Factors section. You should not place undue reliance
      on
      these forward-looking statements.





**Item
      4. Information on the Company**





**A.
      History and Development of the Company**


CyPacific
      Trading Inc. (CyPacific or the Company) was incorporated in British Columbia,
      Canada, on March 21, 2003 under the Companies Act of British Columbia as a
      privately owned company that operates from its corporate headquarters located
      in
      Vancouver, British Columbia, Canada. CyPacific has accumulated revenues to
      date
      of $8,464. As of April 30, 2005 the Company has reported cumulative operating
      losses of $24,737. CyPacific Trading Inc. is conducting business as E. Travel
      Video.Com.





CyPacific
      has negotiated its first contract to manage Internet-based electronic retail
      sales via an on-line store for Daval Productions Ltd. (“Daval”). Daval produces
      and distributes travel and sites of interest video products in DVD format to
      the
      travel and tourist industry.





**B.
      Business Overview**


CyPacific’s
      original business concept involved Internet-based electronic retail sales with
      an on-line store. CyPacific intended to specialize in selling products obtained
      from North American manufacturers, which products may be difficult to find
      in
      Asian countries, to individuals and businesses first in Korea, and later in
      other parts of Asia. To date, no such products have become available to
      CyPacific.





CyPacific
      has commenced its on line business as E.Travel Video. Com. The services of
      CyPacific include on-line and off-line direct sales of products as well as
      on-line banner advertisements. CyPacific has negotiated its first contract
      to
      manage Internet-based electronic retail sales of travel and sites of interest
      video products in DVD format to the travel and tourist industry.





CyPacific’s
      system is designed to fully integrate all aspects of retail transaction
      processing including order placement, secure payment verification, order
      fulfillment and vendor invoicing in one seamless and automated process. The
      Company believes that the principal competitive factors in its market will
      be
      the uniqueness and quality of its merchandise, ease of use, twenty four hour
      accessibility, customer service, convenience, reliability, quality of search
      engine tools, and quality of other site contents.





The
      Company will develop and employ specialized information systems to provide
      its
      customers with access to an automated marketplace of merchandise and services,
      which consist of detailed product descriptions, product availability,
      approximate delivery times, delivery status of merchandise ordered and
      back-order information. The Company will introduce new merchandise of a unique
      idea and good quality on a continual basis and intends to enter arrangements
      with a number of manufacturers and distributors for product supply.




**Our
      Product**


CyPacific
      has negotiated its first contract to manage Internet-based electronic retail
      sales via an on-line store for Daval Productions Ltd. Daval produces and
      distributes travel and sites of interest video products in DVD format to the
      travel and tourist industry.





11




The
      Company’s objective is to become a profitable retailer on the Internet.
      Currently, CyPacific continues to search for merchandise suppliers with regards
      to what merchandise CyPacific will sell. As soon as CyPacific decides on the
      merchandise suppliers, CyPacific will enter into purchase and other
      agreements.





**Industry
      Background**





**Growth
      of the Internet and the World Wide Web**


The
      Internet has become one of the fastest-growing means of communication, reaching
      consumers and businesses worldwide. The Internet allows millions of users to
      obtain and share information, interact with each other and conduct business
      electronically. Lower computer prices, faster, easier and cheaper Internet
      access, improvements in the performance and speed of personal computers and
      modems, and an increase in the information and services available on the
      Internet are among the factors fuelling the growth of Internet users.




The
      growth in the number of Web users is being driven by the increasing importance
      of the Internet as a communications medium, an information resource, and a
      sales
      and distribution channel. The widespread adoption and interactive nature of
      the
      Internet have created new opportunities for conducting business on-line and
      are
      changing the way companies do business. According to a recent report from
      Ipsos-Reid, a global marketing research company, 54% of Internet users worldwide
      indicated that in 2002 they had gone on-line shopping and 62% of these people
      have made an order for a product or service on-line, which is up 28% from 1999.
      The US Census Bureau of the Department of Commerce announced that out of
      US$3.168 trillion of total retail sales for the year 2001, US$35.916 billion
      was
      made on-line (1.1%). More and more retail transactions are occurring on-line,
      and through the year 2002 about 1.3% of total sales were made over on-line
      systems, including the Internet, extranet, electronic mail or electronic data
      interchange network. In addition, the latest scores from the American Customer
      Satisfaction Index, which was released in February 2003, indicates that US
      consumers’ satisfaction with on-line retail websites scored an 83 out of 100.





**E-Business
      Marketing and Customer Service Differences**


The
      Internet has evolved into a unique marketing channel. Unlike traditional
      marketing channels, Internet retailers do not have many of the overhead costs,
      such as store rent, wages for salespeople or expenses for merchandising,
      decorating and maintenance of a store, borne by traditional retailers. In
      addition, e lectronic
      transaction workflows cost
      less to process than paper-based workflows, which can add up to huge savings
      in
      a high-volume transaction processing business. The Internet offers the
      opportunity to create a large, geographically dispersed customer base more
      quickly than traditional retailers. Online
      storefronts **** and Web-based
      order entry **** extend
      the reach of sales systems to millions of Internet consumers and business
      markets. The Internet also offers customers a broader selection of goods to
      purchase, provides sellers the opportunity to sell their goods more efficiently
      to a broader base of buyers and allows business transactions to occur at all
      hours. Self-service
      applications ,
      which
      are the Internet equivalent of a bank’s ATM, provide business partners with
      easier access to information access and a more flexible availability schedule.
      Self-service application can also be seen as enhancing customer service by
      providing new avenues for promotion and distribution, by responding more quickly
      to orders, and by offering more responsive after-sales service.





**E-Business
      Administration Differences**


Web-based
      business has revolutionized traditional commerce processes. Employees will
      be
      more productive because they are able to focus their time on better exception
      handling, rather than mundane tasks that are done faster and more efficiently
      by
      software. Business information and documents are distributed electronically
      rather than on paper, cutting costs and improving consistency. Participating
      in
      business process workflows electronically rather than manually creates a
      seamless duty flow and automatic follow-up trail. In the majority of
      E-businesses, as will be the case with our business, information is delivered
      on-demand and proactively rather than reactively, and there is a reliance on
      systematized business knowledge rather than on the knowledge of individuals.
      You
      can cut costs and save time by improving the quality of supply chain management,
      by integrating back-end production and logistics with front-end marketing and
      sales, and by allowing the computer and software to do most of the work in
      controlling inventory. You can cut costs and save time by improving internal
      functions, by cutting down on meetings, by sharing information, by eliminating
      endless trails of paper, and by assuring internal communications are precise
      and
      understood.





12




**Marketing
      and Sales**


The
      success of CyPacfic is contingent upon the visibility and market acceptance
      it
      will achieve on the Internet and the revenues generated by on-line and off-line
      product sales as well as banner advertisement.





CyPacfic’s
      marketing will be designed to position the Company as a premier on-line store.
      CyPacfic will target individuals and corporations as well as other retailers.





Whereas
      earlier Internet advertising was mostly accomplished through banner advertising,
      the industry is now marketing websites through a combination of on-line
      advertising and traditional media and direct mail advertisement. CyPacfic will
      adopt this approach in its marketing campaign.





CyPacfic
      believes that by advertising in a broad range of media, including the Internet,
      newspapers and magazines, it will be able to substantially increase its
      exposure. CyPacfic will also need to expand its advertising arrangements with
      other on-line store sites and other companies. These website advertising
      arrangements will include mutual linking arrangements with other companies.
      In
      addition to this, the Company will adopt a more traditional marketing approach
      such as visiting and making phone calls to potential customers and distributing
      advertising material.





CyPacfic
      intends to build customer loyalty through the use of customized offerings to
      its
      customers through the use of extensive data regarding customer preference and
      behavior obtained as a result of monitoring its customers' activities on-line.
      The Company's website will be designed to allow rapid product experimentation,
      customer buying pattern analysis, instant user feedback and customized
      data-based marketing for each of the customers. In contrast to traditional
      direct-marketing efforts, CyPacfic's personalized notification services will
      send customers information updating Company prices as well as new product and
      service offerings. By offering customers a compelling and personalized value
      proposition, the Company seeks to increase the number of visitors who make
      a
      purchase, encourage repeat visits and purchases and extend customer retention.
      Satisfied customers will generate word-of-mouth advertising and are able to
      reach thousands of potential customers because of the wide reach of on-line
      communication.





Although
      CyPacfic believes that this marketing strategy will attract more users to a
      CyPacfic on-line store, CyPacfic makes no assurance that it’s marketing will be
      successful or its sales will materialize or increase. There are a number of
      factors that may negatively impact CyPacfic’s business plan - see "Risk Factors"
      beginning on page 4. Therefore, CyPacfic provides no assurances that its plans
      will be successful.





**Competition**


The
      electronic commerce market is rapidly evolving and intensely competitive.
      Furthermore, CyPacific expects competition to intensify in the future. Barriers
      to entry are relatively low, and current and new competitors can launch new
      sites at a relatively low cost using commercially available software. CyPacific
      competes with a variety of other companies depending on the type of merchandise
      and sales format offered to customers. These competitors include:


-
      various
      Internet auction houses such as Auction Korea, Waawaa, Clickplus and Woori
      Home
      Shopping;


-
      a
      number of competitors that specialize in electronic commerce or derive a
      substantial portion of their revenue from electronic commerce, including LG
      eshop, Interpark, CJ Mall, Lotte.com and Hmall;


-
      a
      variety of other companies that offer merchandise similar to that of CyPacific
      but through physical auctions.





13




CyPacific
      will compete for banner advertisements with other portals or on-line stores
      that
      offer shopping search engines, including CJ Mall, Yahoo! Shopping and Daum.net.
      There can be no assurance that CyPacific can maintain a competitive position
      with potential competitors.





Many
      of
      the Company's current and potential competitors will have longer operating
      histories, larger customer bases, greater brand name recognition and
      significantly greater financial, marketing and other resources than the Company.
      In addition, on-line retailers may be acquired by, receive investments from
      or
      enter into other commercial relationships with larger, well-established and
      well-financed companies as use of the Internet and other on-line services
      increases. Certain of the Company's competitors may be able to secure
      merchandise from vendors on more favourable terms, devote greater resources
      to
      marketing and promotional campaigns, adopt more aggressive pricing or inventory
      availability policies and devote substantially more resources to Website and
      systems development than the Company. Increased competition may result in
      reduced operating margins, loss of market share and a diminished franchise
      value.





**Employees**


As
      of
      April 30, 2005, the Company has no employees. The Company plans to hire
      employees upon the successful completion of funding and Phase 1 of its business
      plan. The additional employees that CyPacific will need is expected to include
      two full-time employees for the shipping department, two full-time employees
      for
      the Customer service department, two
      full-time employees for the Purchasing department and two
      full-time employees for the Marketing and Sales department.





The
      Company believes that its future success will depend in part on its ability
      to
      attract, hire and maintain qualified personnel. Competition for such personnel
      in the on-line industry is intense.  We
      expect our labour relations to be good. None of our employees will be covered
      by
      a collective bargaining agreement.





**Government
      Regulation**


The
      Company is subject to various laws and regulations applicable to trade, barter
      and sale or purchase of goods and services. To date, governmental regulations
      have not materially restricted use of the Internet in our targeted markets.
      However, there are an increasing number of discussions pertaining to laws and
      regulations involving the Internet. Due to the global reach of the Internet,
      it
      is possible that, although our transmissions over the Internet originate
      primarily in the Province of British Columbia, Canada, the governments of other
      states and foreign countries might attempt to regulate Internet activities
      and
      our transmissions.





**C.
      Organizational Structure**


CyPacific
      was incorporated on March 21, 2003 under the laws of British Columbia, Canada
      as
      a privately owned company that operates from its corporate headquarters located
      at 536 Cambie Street, Vancouver, B.C. Canada.





**D.
      Property, Plant and Equipment**


CyPacific
      rents on a month-to-month basis its current principal executive offices located
      at 536 Cambie Street, Vancouver, British Columbia, Canada. There is no security
      deposit. The office facilities are leased, commencing May 1, 2005, from the
      property owners. The Company does not carry tenants insurance for office
      contents.





**Item
      5. Operating and Financial Review and Prospects**





The
      following discussion and analysis is based on and should be read in conjunction
      with the Company’s audited financial statements, including the notes thereto,
      and other financial information appearing elsewhere herein. The audited
      financial statements have been prepared using US dollars and are presented
      in
      accordance with accounting principles generally accepted in the United
      States.





14





**A.
      Operating Results**


**Year
      comparisons between 2005 and 2004**


For
      the
      year ended April 30, 2005, the Company achieved sales revenues of $8,464
      compared with sales revenues of $nil for the period ended April 30, 2004. The
      Company's operating loss increased to $16,169 in 2005 from a loss of $6,189
      in
      2004. Such increase in the operating loss was due primarily to costs incurred
      in
      organizing the Company to commence its sales and marketing program. In the
      same
      period, the working capital deficiency increased to $(23,297) in 2005 from
      a
      deficiency of $(7,128) in 2004. As of the year ended April 30, 2005, the Company
      had an accumulated stockholders’ deficiency of $(23,297). The current year’s
      contribution to the deficit was financed in part by a $6,000 advance from a
      director.





**B.
      Liquidity and capital resources**


CyPacific
      estimates that funding of $100,000 will be required to implement its business
      plan over the next 12 months. The funding is anticipated to be required for
      administrative expenses of $40,000, web building expenses of $20,000, purchase
      of computer and peripheral equipment of $15,000 and other miscellaneous expenses
      of $25,000. CyPacific intends to finance its administrative, start up and
      initial operating costs by the sale of its shares, other shareholder financings,
      and standard business trade financing. No commitments to provide additional
      funds have been made by management, stockholders or anyone else. There is no
      assurance that CyPacific will continue to operate if additional funding is
      not
      available on terms acceptable to CyPacific or at all. The absence of funding
      would make the successful completion of CyPacific's business plan
      doubtful.





Our
      initial sources of liquidity are expected to be earned cash and related party
      loans. CyPacific has $nil on hand as at April 30, 2005 and anticipates expending
      an additional $50,000 to advance its business over the next year. The Company
      will need additional funding in order to research, acquire and distribute
      products that may become under contract.





There
      can
      be no assurances that financing, whether debt or equity, will be available
      to us
      in the amounts required at any particular time or for any particular period
      or
      if available, that it can be obtained on satisfactory terms. We have made no
      arrangements with our officers, directors or affiliates to provide liquidity
      to
      us.





We
      anticipate that we will need to raise additional capital within the next 12
      months in order to continue implementing our business plan and commence full
      operations. We will need to raise the funds through debt or equity financing
      or
      a combination of both. To the extent that additional capital is raised through
      the sale of equity or equity-related securities, the issuance of such securities
      is likely to result in dilution to our shareholders. There can be no assurance
      that sources of capital will be available to us on acceptable terms, or at
      all.
      If we are unable to raise additional capital, we may not be able to continue
      as
      a going concern, and might have to reorganize under bankruptcy laws, liquidate
      or enter into a business combination. We have not presently identified any
      probable business combination. If adequate funds are not available within the
      next twelve months, we may be required to significantly curtail our operations
      or no longer be able to operate.





**C.** **Research
          and development, patents and licenses, etc.**


**Research
      and Development**


It
      is the
      goal of the Company to continually make enhancements and improvements to its
      delivery systems. Costs incurred to make routine enhancements or improvements,
      design changes to existing products and trouble shooting in production is
      excluded from research and development expenses.





**Proprietary
      Technology**


**Intellectual
      Property**


The
      Company has no proprietary products or systems and does not anticipate a need
      for patents or other registered intellectual property.





15




**D.
      Trend information**


See
      Item
      4 B. Business Overview, Industry Overview





**E.
      Off-balance sheet arrangements**


Not
      applicable





**F.
      Tabular disclosure of contractual obligations**


**Payments
                  due (by period)**
 **Contractual
                  Obligations**
              Total
              less
                    thanone year
              1-3
                  years
              3-5
                  years
              more
                    than5 yearsLong-term
                  debt obligations
              $nil
              $nil
              $nil
              $nil
              $nilDebentures
              $nil
              $nil
              $nil
              $nil
              $nilLong-term
                  accounts payable
              $nil
              $nil
              $nil
              $nil
              $nilContractual
                  commitments
              $nil
              $nil
              $nil
              $nil
              $nilRetirement
                  and severance
                indemnities
              $nil
              $nil
              $nil
              $nil
              $nil





**G.
      Safe harbor**


**Forward-looking
      statements**


This
      annual report contains forward-looking statements. We intend to identify
      forward-looking statements in this report using words such as "anticipates",
      "will", "believes", "plans", "expects", "future", "intends" or similar
      expressions. These statements are based on our beliefs as well as assumptions
      we
      made using information currently available to us. Because these statements
      reflect our current views concerning future events, these statements involve
      risks, uncertainties and assumptions. Actual future results may differ
      significantly from the results discussed in the forward-looking statements.
      Some, but not all, of the factors that may cause these differences include
      those
      discussed in the Risk Factors section. You should not place undue reliance
      on
      these forward-looking statements.





**Item
      6. Directors, Senior Management and Employees**


**A.
      Directors and senior management**


The
      following table sets forth the name, age, and position of each Director and
      Executive Officer of CyPacific Trading Inc.





NAME
            
            AGE
            
            POSITIONKen
                Meyer
            
            54
            
            President,
                CFO and DirectorRon
                Loudoun
            
            42
            
            Directorand SecretaryJim
                King
            
            52
            
            Director





There
      are
      no arrangements or understandings between the directors and officers of
      CyPacific and any other person pursuant to which any director or officer was
      or
      is to be selected as a director or officer. In addition, there are no agreements
      or understandings for the officers or directors to resign at the request of
      another person and the above-named officers and directors are not acting on
      behalf of nor acting at the direction of any other person.





The
      following summary outlines the professional background of the directors and
      executive officers of the Company:




Ken
        Meyer
 Mr.
        Meyer, founder and president of Ken Meyer Enterprises Ltd. since 1977 has
        a
        diverse base of business and financial expertise. Mr. Meyer presently owns
        50%
        of Zeta International Investment Inc., a private investment and mortgage
        lending
        facility along with 50% ownership of 677729 BC Ltd., a partnership in a
        development in Anmore, British Columbia. From 1977 to 1987 Ken Meyer Enterprises
        Ltd. was operated by Ken Meyer as the owner of a General Motors Dealership
        Franchise In Ashcroft,
        B.C. Mr. Meyer, through his hard work, successfully built up the dealership
        and
        then sold this business in 1987. From 1990 to 1999 Mr. Meyer was part owner
        of
        Hewitt Rand Corporation, a manufacturing facility for desktop computers and
        accessories.





16




Jim
      King


Mr.
      King
      has had a career in varying capacities in many areas of management, retail
      sales, distribution and financial services. From 1975 to 1982 Mr. King held
      management positions with several automobile companies; 1982 to 1985 Mr. King
      was president of Computer King with locations across Canada and 1986 to 1994,
      Mr. King, the founder and president of Hewitt Rand Corporation, ran a wholesale
      distribution company with branches in Vancouver, Toronto, Montreal and Seattle.
      Since 1994, Mr. King has been president of General Capital Corporation. The
      corporation provides financial services specializing in short term and bridge
      financing for commercial projects.





Ron
      Loudoun


Mr.
      Loudoun graduated from the British Columbia Institute of Technology’s business
      administration program in 1983. During the years 1983 to 2000 Mr. Loudoun has
      owned and operated several businesses, including Acorn Investments, 231117
      BC
      Ltd. and Pathway Films Inc. and has been a real estate agent with a focus on
      commercial properties. In 2001 Mr. Loudoun graduated from the Vancouver Film
      School Foundation Program and, from 2002 to the present, has purchased and
      renovated two downtown Vancouver buildings for use as a film studio (Cambie
      Film
      Center) and media production company.





**B.**  **Compensation**


**Executive
      Compensation**


The
      Company did not pay any compensation during fiscal 2005 to our directors and
      officers. The amount of retirement and severance benefits accrued for our
      executive officers and directors in 2005 was $nil. There were no pension,
      retirement or other similar benefits set aside for our executive officers and
      directors in 2004.





**Stock
      Option Plan**


Under
      our
      Articles of Incorporation, we may grant options for the purchase of our shares
      to certain qualified officers and employees. There was no stock options or
      warrants convertible into CyPacific Trading Inc. common stock outstanding as
      at
      October 15, 2004.





**Compensation
      of Directors**


Directors,
      including directors who are also employees of the Company, receive no extra
      compensation for their service on the Board of Directors of the Company.





**C.
      Board practices**


**BOARD
      OF DIRECTORS**


The
      board
      of directors has the ultimate responsibility for the administration of the
      affairs of CyPacific. Our Articles, as currently in effect, provides for a
      board
      of directors of not more than ten directors. Under our Articles, all directors
      serve a three-year term but may be replaced at the ordinary general meeting
      of
      shareholders convened with respect to the last fiscal year. It is expected
      that
      all current directors will continue to serve the Company. The directors are
      elected at a general meeting of shareholders by a majority vote of the
      shareholders present or represented by proxy, subject to quorum requirements
      of
      at least one third of all issued and outstanding shares having voting
      rights.





**Independent
      auditor**


Our
      Articles of Incorporation provide for the appointment, by the shareholders
      of
      the Company, of an independent auditor. The independent auditor’s term expires
      at the close of the ordinary general meeting of shareholders convened with
      respect to the last fiscal year from the date of acceptance by the independent
      auditor. Currently, Pannell Kerr Forster ,
      registered independent Chartered Accountants of Vancouver, Canada, are our
      independent auditors.





17




**D.
      Employees**


**Employment
      Contracts with employees and officers**


The
      Company does not have any employment agreement with any of its employees or
      officers.




**E.
      Share Ownership**


The
      following table sets forth certain information regarding the beneficial
      ownership of the common stock of the Company as of April 30, 2004 of: (a) each
      of the Company's directors and officers, and (b) all directors and officers
      of
      the Company, as a group:





**NAME**
            **SHARES
                OWNED**
            **PERCENTAGE
                OF SHARES OWNED**Ken
                Meyer, President, Principal Financial Officer and Director
            600,000
            30%Jim
                King, Director
            600,000
            30%Ron
                Loudoun, Secretary and Director
            600,000
            30%All
                Executive Officer and Directors as a Group
            1,800,000
            90%





Ron
      Loudoun purchased 1,800,000 shares of common stock from Andrew S. Lee in March
      of 2004. Mr. Loudoun then sold 1,200,000 of the shares, 600,000 to each of
      Mr.
      Meyer and Mr. King. The shares are restricted as to resale to the
      public.





**Item
      7. Major Shareholders and Related Party Transactions**


**A.
      Major shareholders**


The
      following table sets forth information with respect to the beneficial ownership
      of our shares as of April 30, 2004 by each person known to us to own
      beneficially more than five percent (5%) of our shares.





Name
                and address
            Amount
                of Stock
              Beneficially
                Owned
            Percentage
              of
                ClassRon
                Loudoun
              536
                Cambie Street
              Vancouver,
                B.C. Canada
            600,000
            30%Ken
                Meyer
              5311
                Spruce Street
              Burnaby,
                B.C. Canada
            600,000
            30%Jim
                King
              1101
                - 1281 West Cordova Street
              Vancouver,
                B.C. Canada
            600,000
            30%





All
      the
      shares are shares of common stock and all have equal rights. There are no
      arrangements known to the Company the operation of which would at a subsequent
      date result in a change in control of the Company.





**B.**  **Related
      party transactions**


There
      is
      no known relationship between any of the Directors and Officers of the Company
      with major clients or providers of essential products and technology with the
      exception that Mr. Ron Loudoun, a Director and officer of CyPacific, is also
      a
      principal of Daval Productions Ltd., the first customer for CyPacific’s
      services.





18




In
      the
      event conflicts arise, the Company will attempt to resolve any such conflicts
      of
      interest in favour of the Company. The officers and directors of the Company
      are
      accountable to the Company and its shareholders as fiduciaries, which require
      that such officers and directors exercise good faith and integrity in handling
      the Company's affairs. A shareholder may be able to institute legal action
      on
      behalf of the Company on or behalf of that shareholder and all other similarly
      situated shareholders to recover damages or for other relief in cases of the
      resolution of conflicts in any manner prejudicial to the Company.





**C.
      Interests of experts and counsel**


Not
      applicable





**Item
      8. Financial Information**


**A.**  **Statements
      and Other Financial Information**


See
      "Item
      18— Financial Statements"





**B.
      Significant Changes**


There
      has
      been no significant change in the Company’s affairs since the April 30, 2005
      financial statements.





**Item
      9. The Offer and Listing**


Not
      Applicable





**Item
      10. Additional Information**


**A.
      Share capital**


The
      Company had 2,000,000 shares of common stock issued and outstanding prior to
      the
      filing of its form F-1 with the U.S. Securities and Exchange Commission.
      Effective May 27, 2003, the founding shareholder of the Company sold 200,000
      shares of common stock of the Company to the public at the maximum price of
      USD$0.10 per share. None of the proceeds on sale were made available to the
      Company. The number of current outstanding shares of the Company as of April
      30,
      2005 was 2,000,000 shares with no par value.





**B.
      Memorandum and articles of association**


Refer
      to
      Exhibit numbers 3.1 and 3.2 of the Company’s Form F-1 accepted for filing May
      27, 2003





**C.
      Material contracts**


None





**D.
      Exchange Controls**


There
      are
      currently no laws, decrees, regulations or other legislation in Canada that
      restricts the export or import of capital, or affects the remittance of
      dividends, interest or other payments to non-resident holders of the Company's
      securities, other than withholding tax requirements.





There
      is
      no limitation imposed by Canadian law or by the Articles of Incorporation or
      other charter documents of the Company on the right of a non-resident to hold
      voting shares of the Company, other than as provided by the Investment Canada
      Act, as amended (the "Act"), as amended by the North American Free Trade
      Agreement Implementation Act (Canada), and the World Trade Organization (WTO)
      Agreement Implementation Act. The Act requires notification and, in certain
      cases, advance review and approval by the Government of Canada of the
      acquisition by a "non-Canadian" of "control of a Canadian business," all as
      defined in the Act. Generally, the threshold for review will be higher in
      monetary terms for a member of the WTO or NAFTA.





19




**E.** **Taxation**


United
      States and Canada: there are reciprocal tax treaties between Canada and the
      United States.


Potential
      purchasers are urged to consult their tax advisors as to the particular
      consequences to them under U.S. federal, state, local and applicable foreign
      tax
      laws of the acquisition, ownership and disposition of common shares.





**F.** **Dividends
          and paying agents**


Not
      Applicable





**G.
      Statement by experts**


Not
      Applicable





**H.
      Documents on display**


Documentation
      concerning the Company and which is referred to in this filing may be inspected
      at the Company’s offices located at 536 Cambie
      Street, Vancouver, British Columbia, Canada V6B 2N7





**I.**  **Subsidiary
      Information**


Not
      Applicable





**Item
      11. Quantitative and Qualitative Disclosures About Market
      R** **isk**


CyPacific
      is subject to market risk exposures due to fluctuations in exchange rates and
      interest rates. Changes in the foreign exchange rate between the CDN$ and the
      US$ may affect the Company due to the effect of such changes on any shareholder
      distributions to the shareholders using US$ as a main currency. CyPacific
      denominates its financial statements in United States dollars but conducts
      its
      daily affairs in Canadian dollars. The Company is not currently carrying
      significant amounts of short term or long-term debt. Upward fluctuations in
      interest rates increase the cost of additional debt and the interest cost of
      outstanding floating rate borrowings.





**Inflation**


We
      do not
      consider that inflation in Canada has had a material impact on our results
      of
      operations. Inflation in Canada in 2001, 2002, 2003 and 2004 was 2.6%, 2.2%,
      2.0% and 2.1% respectively.





**Item
      12. Description of Securities Other Than Equity S** **ecurities**


Not
      applicable.





**PART
      II**





**Item
      13. Defaults, Dividend Arrearages and D** **elinquencies**


The
      Company is not currently in default, arrears or delinquent with respect to
      any
      of its debt obligations or other responsibilities.





**Item
      14. Material Modifications to the Rights of Security Holders and Use of
      Proceeds**


Not
      Applicable





**Item
      15. Controls and Procedures**


Based
      on
      their evaluation as of the end of the period covered by this Annual Report
      on
      Form 20-F, the principal executive officers and directors of the Company
      have concluded that the disclosure controls and procedures of the Company as
      defined in §§240.13a-15(c) and 240.15d-15(c) of the Securities Exchange Act of
      1934 (the Exchange Act) are effective to ensure that information required to
      be
      disclosed by the Company in reports that it files or submits under the Exchange
      Act is recorded, processed, summarized and reported within the time periods
      specified in Securities and Exchange Commission’s rules and forms.





20




There
      were no changes in internal controls or in other factors of the Company that
      could significantly affect these controls subsequent to the date of their
      evaluation and up to the filing date of this Annual Report on Form 20-F. There
      were no significant deficiencies or material weaknesses, and therefore no
      corrective actions were taken or may occur and not be detected.





**Item
      16. (Reserved)**




**Item
      16A. Audit Committee Financial Expert**


The
      Company does not yet have an audit committee financial expert. The Company
      is in
      the formative stage and has focused its requirements on operations for its
      board
      of directors. The Company intends to appoint a financial expert once commercial
      operations commence.





**Item
      16B. Code of Ethics**


The
      Company does not have in place a written code of ethics that applies to its
      executive, financial or accounting officers or to persons performing similar
      functions. The Company is dependent upon its president to lead by example and
      has faith in his ability to do so. Once the Company becomes more diverse in
      its
      operations and where required by regulation, it intends to implement a code
      of
      ethics for its officers. The Company does not plan to grant any waiver,
      including an implicit waiver, from a provision of the code of business conduct
      and ethics to any person.





**Item
      16C. Principal Accountant Fees and Services**


(a)
      Audit
      Fees - During the last two fiscal years, the Company paid $5,092Cdn for
      professional services rendered by the auditors for the audit of the Company’s
      annual financial statements or services normally provided in connection with
      statutory and regulatory filings for those fiscal years.


(b)
      Audit-Related Fees - During the last two fiscal years, the Company paid $nil
      for
      professional services rendered by the current auditors for the interim review
      of
      the Company’s October 30, interim financial statements.


(c)
      Tax
      Fees - During the last two fiscal years, the Company paid $nil for professional
      services rendered by the principal accountant for tax compliance, tax advice
      and
      tax planning.


(d)
      All
      Other Fees - During the last two fiscal years, the Company paid $nil for
      professional services rendered by the principal accountant for services other
      than those described under (a) through (c).


(e)
      The
      Company’s board of directors is currently acting as the audit committee. The
      board approves all of the services provided by the principal
      accountants.


(f)
      Percentage of work performed by persons other than the principal accountant’s
      full-time, permanent employees: 0%





**Item
      16D. Exemptions from the Listing Standards for Audit
      Committees**


Not
      Applicable





**Item
      16E. Purchases of Equity Securities by the Issuer and Affiliated
      Purchasers**


Not
      Applicable





**Part
      III**





**Item
      17. Financial Statements**


Not
      Applicable





**Item
      18. Financial Statements**


Following




21




**Pannell
                Kerr Forster**
              
              Pannell Kerr Forster Logo
                **International**
                7th
                  Floor, Marine Building
                355
                  Burrard Street,
                Vancouver,
                  B.C.,
                Canada,
                  V6C 2G8
                Telephone:
                  604.687.1231
                Facsimile:
                  604.688.4675





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





**TO
      THE BOARD OF DIRECTORS OF CYPACIFIC TRADING INC.**





We
      have
      audited the balance sheets of CyPacific Trading Inc. as at April 30, 2005 and
      2004 and the statements of operations and comprehensive loss, cash flows and
      stockholders’ equity (deficit) for the years ended April 30, 2005, and 2004 and
      for the period from inception (March 21, 2003) to April 30, 2003 and
      the cumulative totals for the development stage operations from inception (March
      21, 2003) to April 30, 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 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 April 30, 2005 and 2004 and the results
      of its operations and its cash flows for the years ended April 30, 2005 and
      2004
      and for the period from inception (March 31, 2003) to April 30, 2003 and
      the cumulative totals for the development stage operations from inception (March
      21, 2003) through April 30, 2005 in conformity with accounting principles
      generally accepted in the United States of America.





These
      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 had minimal operations and has no established sources of revenue and needs
      additional financing in order to complete its business plan. This raises
      substantial doubt about its ability to continue as a going-concern. These
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.





*“Pannell
      Kerr Forster” (signed)*





Pannell
      Kerr Forster


(registered
      with the PCAOB as “Smythe Ratcliffe”)


Chartered
      Accountants





Vancouver,
      Canada


October
      18, 2005




22




**CyPacific
      Trading Inc.**


**BALANCE
      SHEETS**


**April
      30**


**(Expressed
      in U.S. Dollars)**


2005
            
            2004**ASSETS**CURRENT
                ASSETSCash
            
            $
            -
            
            $
            13Due
                from Daval Productions Inc. (Note 4)
            
            
            3,344
            
            
            -Total
                Assets
            
            $
            3,344
            
            $
            13**LIABILITIES**CURRENT
                LIABILITIESAccounts
                payable and accrued liabilities
            
            $
            17,144
            
            $
            3,644Due
                to related party (Note 5)
            
            
            3,497
            
            
            3,497Due
                to director (Note 6)
            
            
            6,000
            
            
            -Total
                Liabilities
            
            
            26,641
            
            
            7,141**STOCKHOLDERS’
                EQUITY (DEFICIT)**COMMON
                STOCK (Note 7)Authorized:
                100,000,000 shares of no par valueIssued
                and outstanding:2,000,000
                shares
            
            
            1,395
            
            
            1,395DEFICIT
                ACCUMULATED DURING THE DEVELOPMENT STAGE
            
            
            (24,737
            )
            
            (8,568
            )ACCUMULATED
                OTHER COMPREHENSIVE INCOME (LOSS)
            
            
            45
            
            
            45Total
                Stockholders’ Equity (Deficit)
            
            
            (23,297
            )
            
            (7,128
            )Total
                Liabilities and Stockholders’ Equity (Deficit)
            
            $
            3,344
            
            $
            13GOING CONCERN
              (Note
              1)







See
      accompanying notes to the financial statements.




23





**CyPacific
      Trading Inc.**


**STATEMENTS
      OF OPERATIONS AND COMPREHENSIVE LOSS**


For
      the
      period from inception March 21, 2003 to April 30, 2005


**(Expressed
      in U.S. Dollars)**





Year
                ended
              April
                30,
            
            Year
                ended
              April
                30,
            
            Period
                from inception on March 21,2003 to
              April
                30,
            
            Cumulative
                from inception on March 21,2003 to
              April
                30,2005
            
            2004
            
            2003
            
            2005Sales
            
            $
            8,464
            
            $
            -
            
            $
            -
            
            $
            8,464Cost
                of sales (notes 4 and 5)
            
            
            4,274
            
            
            -
            
            
            -
            
            
            4,274Sales
                commissions
            
            
            846
            
            
            -
            
            
            -
            
            
            8465,120
            
            
            -
            
            
            -
            
            
            5,120Revenue
            
            
            3,344
            
            
            -
            
            
            -
            
            
            3,344GENERAL
                AND ADMINISTRATIVE EXPENSESWebsite
                construction and maintenance
            
            
            10,000
            
            
            -
            
            
            -
            
            
            10,000Office
            
            
            13
            
            
            77
            
            
            322
            
            
            412Professional
                fees
            
            
            3,500
            
            
            6,112
            
            
            2,057
            
            
            11,669Consulting
                fees
            
            
            6,000
            
            
            -
            
            
            -6,00019,513
            
            
            6,189
            
            
            2,379
            
            
            28,081NET
                LOSS
            
            
            (16,169
            )
            
            (6,189
            )
            
            (2,379
            )
            
            (24,737
            )OTHER
                COMPREHENSIVE INCOME (LOSS)Foreign
                currency translation gain (loss)
            
            
            -
            
            
            87
            
            
            (42
            )
            
            45COMPREHENSIVE
                LOSS
            
            $
            (16,169
            )
            $
            (6,102
            )
            $
            (2,421
            )
            $
            (24,692
            )LOSS
                PER COMMON SHAREbasic
                and diluted
            
            $
            (0.01
            )
            $
            (0.00
            )
            $
            (0.01
            )WEIGHTED
                AVERAGE NUMBER OFCOMMON
                SHARES OUTSTANDING
            
            
            2,000,000
            
            
            2,000,000
            
            
            219,178






See
      accompanying notes to the financial statements.





24





**CyPacific
      Trading Inc.**


**STATEMENT
      OF STOCKHOLDERS’ EQUITY (DEFICIT)**


From
      inception March 21, 2003 to April 30, 2005


**(Expressed
      in U.S. Dollars)**


Deficit
            
            Accumulatedaccumulated
            
            otherduring
                the
            
            comprehensiveCommon
                stock
            
            development
            
            incomeShares
            
            Amount
            
            stage
            
            (loss)Inception,
                March 21, 2003
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -Common
                shares issued for cash
            
            
            2,000,000
            
            
            1,395
            
            
            -
            
            
            -Foreign
                currency translation loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (42
            )Net
                loss for the period
            
            
            -
            
            
            -
            
            
            (2,379
            )
            
            -Balance
                at April 30, 2003
            
            
            2,000,000
            
            
            1,395
            
            
            (2,379
            )
            
            (42
            )Foreign
                currency translation gain
            
            
            -
            
            
            -
            
            
            -
            
            
            87Net
                loss for the year
            
            
            -
            
            
            -
            
            
            (6,189
            )
            
            -Balance
                at April 30, 2004
            
            
            2,000,000
            
            
            1,395
            
            
            (8,568
            )
            
            45Net
                loss for the year
            
            
            -
            
            
            -
            
            
            (16,169
            )
            
            -Balance
                at April 30, 2005
            
            
            2,000,000
            
            $
            1,395
            
            $
            (24,737
            )
            $
            45







See
      accompanying notes to the financial statements.





25





**CyPacific
      Trading Inc.**


**STATEMENTS
      OF CASH FLOW**


For
      the
      period from inception March 21, 2003 to April 30, 2005


**(Expressed
      in U.S. dollars)**


Year
                ended April 30,
            
            Year
                ended April 30,
            
            Period
                from inception on March 21, 2003 to
              April
                30,
            
            Cumulative
                from inception on March 21, 2003 to
              April
                30,2005
            
            2004
            
            2003
            
            2005CASH
                FLOW FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (16,169
            )
            $
            (6,189
            )
            $
            (2,379
            )
            $
            (24,737
            )Adjustments
                  to reconcile net cash provided byoperating
                  activitiesChanges
                in:Due
                from Daval Productions Inc.
            
            
            (3,344
            )
            
            -
            
            
            -
            
            
            (3,344
            )Accounts
                payable and accrued liabilities
            
            
            13,500
            
            
            1,490
            
            
            2,093
            
            
            17,144Due
                to director
            
            
            6,000
            
            
            -
            
            
            -
            
            
            6,000Advances
                from related party
            
            
            -
            
            
            3,236
            
            
            322
            
            
            3,497(13
            )
            
            (1,463
            )
            
            36
            
            
            (1,440
            )CASH
                FLOW FROM FINANCING ACTIVITIESIssuance
                of common stock for cash
            
            
            -
            
            
            -
            
            
            1,395
            
            
            1,395INCREASE
                (DECREASE) IN CASHDURING
                THE YEAR
            
            
            (13
            )
            
            (1,463
            )
            
            1,431
            
            
            45EFFECT
                OF FOREIGN CURRENCYTRANSLATION
            
            
            -
            
            
            87
            
            
            (42
            )
            
            (45
            )CASH,
                beginning of period
            
            
            13
            
            
            1,389
            
            
            -
            
            
            -CASH,
                end of period
            
            $
            -
            
            $
            13
            
            $
            1,389
            
            $
            -





See
      accompanying notes to the financial statements.




26





**CyPacific
      Trading Inc.**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**April
      30, 2005 and 2004**


**(Expressed
      in U.S. Dollars)**


**1.**
            **INCORPORATION,
                NATURE OF OPERATIONS, GOING CONCERN AND ECONOMIC
                DEPENDENCE**





CyPacific
      Trading Inc. (“the Company”) was incorporated under the laws of British Columbia
      on March 21, 2003 and has its head office in Vancouver, British Columbia,
      Canada.





The
      Company is an Internet-based electronic retailer carrying on business as
      E.TravelVideo.com with an on-line store whose goal is to commercialize new
      products in international markets. To April 30, 2005, the Company is in the
      process of developing its Website and is searching for suppliers with products
      that would appeal to its markets. The Company will focus on travel and tourism
      categories of merchandise.





The
      accompanying financial statements have been prepared on the basis of accounting
      principles generally accepted in the United States of America applicable to
      a
      going concern, which contemplates the realization of assets and extinguishment
      of liabilities in the normal course of business. The Company has incurred losses
      during the period from inception on March 21, 2003 to April 30, 2005 of $24,737
      and has a working capital deficit of $23,297 at April 30, 2005.





The
      Company requires financing to fund its future operations and will attempt to
      meet its ongoing liabilities as they fall due through the sale of equity
      securities and/or debt financing. There can be no assurance that the Company
      will be able to raise the necessary financing to continue in operation or meet
      its liabilities as they fall due or be successful in achieving profitability
      from its planned principal operations. Should the Company be unable to discharge
      its liabilities in the normal course of business, the Company may not be able
      to
      remain in operation.





These
      financial statements do not give effect to any adjustments to the amounts and
      classifications of assets and liabilities which might be necessary should the
      Company be unable to continue as a going concern.





The
      Company provides services to Daval Productions Inc., a related entity, and
      is
      dependent on that company as the supplier of all goods sold by the
      Company.





**2.**
            **SIGNIFICANT
                ACCOUNTING POLICIES**





a)
            Revenue
                Recognition


The
      Company recognizes revenues at the time of delivery of the product to the
      customers and collect ability is reasonably assured.





b)
            Loss
                per share


Loss
      per
      share computations are based on the weighted average number of common shares
      outstanding during the period.





c)
            Foreign
                currency translation


The
      Company’s functional currency is the Canadian dollar which is translated into
      United States dollars for reporting purposes as follows:





Assets
      and liabilities are translated at the rate of exchange in effect as at the
      balance sheet date, and revenues and expenses are translated at the average
      rate
      of exchange for the year. Gains and losses arising from the translation of
      foreign currency are excluded from the net loss determination and are
      accumulated as a separate component of stockholders’ equity (deficit ).





27





**CyPacific
      Trading Inc.**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**April
      30, 2005 and 2004**


**(Expressed
      in U.S. Dollars)**





Note
      2
      (continued)





d)
            Website
                development and maintenance


The
      Company expenses all costs of website development and maintenance in the period
      incurred.





e)
            Use
                of estimates


The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosures 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
      and would impact future results of operations and cash flows.





f)
            Income
                taxes


The
      Company follows SFAS No. 109 “ *Accounting
      for Income Taxes* ”.
      SFAS
      No. 109 requires recognition of deferred income tax liabilities and deferred
      income tax assets for the expected future income tax consequences of events
      that
      have been included in the financial statements or income tax returns. Under
      this
      method, deferred income tax liabilities and deferred income tax assets are
      determined based on the difference between the financial statement and income
      tax basis of assets and liabilities using enacted income tax rates in effect
      for
      the year in which the differences are expected to reverse.





**3.**
            **FINANCIAL
                INSTRUMENTS**





Fair
      value


The
      carrying values of cash, receivables, accounts payable and accrued liabilities,
      and due to related party and director approximate their fair values because
      of
      the short maturity of these financial instruments.





Interest
      rate risk


The
      Company is not exposed to significant interest rate risk due to the short-term
      maturity of its monetary current assets and current liabilities.





Translation
      risk


The
      Company translates the results of foreign transactions into U.S. currency using
      rates approximating the average exchange rate for the year. The exchange rate
      may vary from time to time. The Company is exposed to risk to the extent that
      funds to cover all expenses must be translated from foreign currencies into
      U.S.
      Dollars at exchange rates prevailing at the time of payment
      settlement.





**4.**
            **DUE
                FROM DAVAL PRODUCTIONS INC.**(Daval)





Amounts
      due from Daval are unsecured and are due within thirty days. Daval is owned
      by a
      director of the Company and is the Company’s sole customer, providing 100% of
      the Company’s revenue to date. (see also note 9)





**5.**
            **RELATED
                PARTY TRANSACTIONS**





The
      Company entered into a contract to provide services to a company in which a
      principal was also the controlling shareholder of Cypacific Trading Inc. Any
      amounts receivable or payable to or from either party has no fixed terms of
      repayment and do not bear interest. (see also note 4)





28





**CyPacific
      Trading Inc.**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**April
      30, 2005 and 2004**


**(Expressed
      in U.S. Dollars)**





**6.**
            **DUE
                TO DIRECTOR**





The
      amount due to a director does not bear interest and has no fixed terms of
      repayment.





**7.**
            **COMMON
                STOCK**





During
      the period from inception on March 21, 2003 to April 30, 2005 the Company issued


2,000,000
      common shares for cash of $1,395 ($ 0.0007 per share) to the founder of the
      Company, a former director.





**8.**
            **INCOME
                TAXES**





At
      April
      30, 2005 the Company had non-capital losses for Canadian income tax purposes
      of
      approximately $24,737 that may reduce future taxable income through to 2012.
      The
      loss carry forwards are subject to review by the Canada Revenue Agency. The
      Company has fully reserved the $6,400 potential income tax benefit of the loss
      carry forwards by a valuation allowance of the same amount, as there is no
      reasonable assurance the benefit will be realized. Of the total potential income
      tax benefit $4,200 is attributable to 2005.





**9.**
            **SUBSEQUENT
                EVENT**





Subsequent
      to April 30, 2005 the Company entered an option to purchase from Daval, a
      related entity, all of that company’s assets including any patents, trademarks,
      product licenses, operating assets, furniture and equipment, contracts, customer
      lists and records for $300,000 plus up to an additional $200,000 for inventory.
      The option expires August 17, 2008. Daval produces and distributes travel and
      sites of interest video products in DVD format to the travel and tourist
      industry.




29




**Item
      19. Exhibits**





Exhibit
                12
            Section 906
                Certification


Exhibit
                13
            Section 302
                Certification





SIGNATURES





The
      registrant hereby certifies that it meets all of the requirements for filing
      on
      Form 20-F and that it has duly caused and authorized the undersigned to sign
      this annual report on its behalf.








CyPacific
                Trading Inc.By:
                /s/Name:
                Ken MeyerTitle:
                President, Principal Financial Officer and
                director


Date: October 18, 2005