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
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT  OF  1934
        For  the  fiscal  year  ended  April  30,  2004
                                      ---------------------
[ ]     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)
  7th Floor, 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8
                            Telephone: 604-683-0082
                    (Address of principal executive offices)

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

<TABLE>
<CAPTION>

                                                         NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                                        ON WHICH REGISTERED

-------------------                                        -------------------
<S>                                                      <C>

-------------------                                        -------------------



</TABLE>


SECURITIES  REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

Common  shares
--------------------------------------------------------------------------------
                                (Title of Class)

--------------------------------------------------------------------------------
                                (Title of Class)

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


--------------------------------------------------------------------------------
                                (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, 2004: 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
                                     PART I

                                        1
<PAGE>

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

Item 2. Offer Statistics and Expected Timetable
Not Applicable

Item 3. Key Information
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, 2004 and 2003 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 year ended April 30, 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
compiled  in  Canadian  dollars,  expressed  in  US  dollars,  and  presented in
accordance with accounting principles generally accepted in the United States of
America.

                   STATEMENT OF OPERATIONS (in U.S. dollars)
                             Select information

Year ended April 30, 2004 and from inception March 21, 2003 to April 30, 2003
                                                    Year ended      Period ended
                                                       2004             2003
                                                    ----------      ------------
Revenue - Sales                                         $0               $0
                                                    ----------      ------------
Operating expenses                                    6,189             2,379
                                                    ----------      ------------
Net loss                                             (6,189)            (2,379)
Other comprehensive income (loss)                       87                (42)
                                                    ----------      ------------
Comprehensive loss                                  $(6,102)           $(2,421)
                                                    ----------      ------------
Weighted average number of
common shares                                     2,000,000            219,178
Basic and diluted loss per common share              $(0.00)            $(0.01)

                                        2
<PAGE>

          BALANCE SHEETS (in U.S. dollars) as of April 30, 2004 and 2003
                                 Select information
                                                        2004               2003
Cash and cash equivalents                                $13              $1,389
                                                       -------          --------
Total current assets                                      13               1,389

Total Assets                                             $13              $1,389
Accounts payable and accrued liabilities              $3,644              $2,093
Due to related party                                   3,497                 322
Total Liabilities                                      7,141               2,415

Shareholders' equity (deficiency)                     (7,128)            (1,026)
Total Liabilities and Shareholders'
Equity                                                   $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, 2004 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        LOW
1999                            1.4827         1.4440      1.5302      1.4440
2000                            1.4871         1.4995      1.5600      1.4350
2001                            1.5519         1.5925      1.6023      1.4933
2002                            1.5702         1.5800      1.6128      1.5108
2003                            1.3916         1.2923      1.5750      1.2923



(1)  the  average  of the noon buying rates on the last day of each month during
the  period.

(CDN$  PER  US$1.00)
                                HIGH           LOW
December 2003                  1.3405          1.2923
January 2004                   1.3340          1.2690
February 2004                  1.3442          1.3108
March 2004                     1.3480          1.3080
April 2004                     1.3612          1.3095
May 2004                       1.3970          1.3580
June 2004                      1.3772          1.3407

                                        3
<PAGE>

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. The potential success of our business
model  must be considered in light of our status as a development stage company.

Business Risks

WE HAVE NOT COMMENCED OPERATIONS
Since  we  have not 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 not 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. At this time, we
have not commenced operations and expect to incur net losses for the foreseeable
future.  CyPacific's auditor has cautioned in its auditor's report dated October
30,  2004  for  the  year ended April 30, 2004 that CyPacific has not earned any
revenues.  As  of  April 30, 2004, CyPacific reported an accumulated net loss of
$8,568  since  inception  March  21,  2003.  CyPacific estimates that additional
funding  of  $100,000  will  be required to implement its business plan over its
first  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.
Andrew Lee, a director and president of CyPacific, is unable to advance funds of
approximately  $50,000  to  the  Company, estimated to be required for minimized
expenses  over the initial nine months from commencement of its business plan in
the  event  that  additional  funds  are  not raised. 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

As  a  developmental  stage  company,  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  expects  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")

                                        4
<PAGE>

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

Andrew  Lee,  the Company's president, is currently developing many of the basic
features  and  services that will be offered on our website. The initial layout,
design and functionality drawings 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  DO NOT HAVE ANY ARRANGEMENTS FOR PROVIDERS OF PRODUCTS FOR OUR WEBSITE, AS A
RESULT  WE  ARE  AT  RISK OF HAVING LITTLE OR NO PRODUCTS TO SELL ON OUR WEBSITE

Andrew Lee, the Company's president, is currently searching for the products for
our  website  and  contacting  third party product providers. However, if we are
unable  to  complete  arrangements  for products from third party providers, 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 for a sustained time period as
a result of 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.

                                        5
<PAGE>

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 the plan described in its Form
1  Registration  Statement. 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,  including  Mr.  Andrew  Lee,  a  director and
president  of CyPacific, who has determined that he is not able to advance funds
of  approximately  $50,000,  required  for the minimized expenses over the first
nine  months  from  the  commencement  of  the  business  plan 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.

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 large 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.

                                        6
<PAGE>

No  standards  have  yet been widely accepted for the effectiveness of Web-based
advertising.  Advertising  filter  software programs 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.

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  developing  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.


                                        7
<PAGE>

RELIANCE  ON  KEY  MANAGEMENT  PERSONNEL
The  Company's  performance  depends substantially on the continued services and
performance  of  its  President.  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.

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; 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.

                                        8
<PAGE>

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.

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.

                                        9
<PAGE>

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.

JURISDICTION
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 or take action
against  us  for  violations  of  their  laws.

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.  Investors  also  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 may also
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.

                                       10
<PAGE>

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 upon us
or  these  persons  or  to  enforce against us or 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.

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 is a development stage
company  with  no revenue to date. As of April 30, 2004 the Company has reported
cumulative  operating  losses  of  $8,568.

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. CyPacific has not generated any revenue from the
Daval  opportunity  at  October  15,  2004.

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  are
difficult  to  find  in  Asian countries, to individuals and businesses first in
Korea,  and later in other parts of Asia. The services of CyPacific will include
on-line  and  off-line  direct  sales  of  products  as  well  as on-line banner
advertisements.  The  goal  of CyPacific is to commercialize new products in the
Korean  market  and  to create a distribution channel in Korea for manufacturers
who  produce specialized goods of quality. To date, no such products have become
available  to  CyPacific.

CyPacific  will  design  its  Website  to  provide  a  place where customers buy
products  that  are  hard  to find elsewhere in Asia and also to provide a place
where  North  American manufacturers can present their companies and products to
an  Asian  market.

                                       11
<PAGE>

CyPacific's  system  will  be  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.

CyPacific  estimates  that funding of $100,000 will be required to implement its
business  plan  over  the first 12 months from commencement of its business. 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 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.

The  Company's  objective  is  to  become  a  dominant retailer on the Internet.
Currently, CyPacific is searching for merchandise suppliers with regards to what
merchandise  CyPacific  will  sell  and where it will market its merchandise. 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.

                                       12
<PAGE>


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, electronic 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.

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.

                                       13
<PAGE>

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,CyPacficprovidesnoassurances 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.

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 October 01, 2004, 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.

                                       14
<PAGE>

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  16th  Floor,  543  Granville  Street, Vancouver, B.C.
Canada.

D. Property, Plant and Equipment
CyPacific  rents  on  a  month-to-month  basis  its  current principal executive
offices  located  on  the  16th  Floor, 543 Granville Street, Vancouver, British
Columbia,  Canada  V6C  1X8. There is no security deposit. The office facilities
are  leased  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.

A.  Operating Results
Year comparisons between 2004 and 2003
     For  the  year ended April 30, 2004, the Company achieved sales revenues of
     $nil  compared  with  sales revenues of $nil for the period ended April 30,
     2003.  The Company's operating loss increased to $6,189 in 2004 from a loss
     of $2,379 in 2003. Such increase in the operating loss was due primarily to
     costs  incurred  in organizing the Company to become a reporting issuer. In
     the  same  period,  the working capital deficiency increased to $(7,128) in
     2004  from a deficiency of $(1,026) in 2003. As of the year ended April 30,
     2004,  the Company had an accumulated stockholders' deficiency of $(7,128).
     The  current  year's  contribution to the deficit was financed in part by a
     $4,726  increase  in  current  liabilities.

B.  Liquidity and capital resources
     Our  initial  sources  of  liquidity  are  expected to be existing cash and
     related  party  loans.  CyPacific  has $13 on hand as at April 30, 2004 and
     anticipates  expending  an  additional  $50,000  to advance its business to
     sales 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.

                                       15
<PAGE>

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.

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)
                                      less than                        more than
Contractual Obligations      Total    one year  1-3 years   3-5 years    5 years
Long-term debt obligations   $nil      $nil        $nil       $nil         $nil
Debentures                   $nil      $nil        $nil       $nil         $nil
Long-term accounts payable   $nil      $nil        $nil       $nil         $nil
Contractual commitments      $nil      $nil        $nil       $nil         $nil
Retirement 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.

                                       16
<PAGE>

NAME                  AGE    POSITION
----                  ---    --------
Andrew S. Lee         24     President,  CFO  and  Director
-------------         --     ------------------------------
Ron Loudoun           41     Director and Secretary
-------------         --     ------------------------------

<PAGE>

          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:

          Andrew  S.  Lee  majored  in  computer science at the British Columbia
          Institute  of  Technology and has been working as a freelance computer
          system  and  network  administrator  since  graduation  in 2002. While
          working  for several small companies, including those providing online
          services, he has accumulated knowledge on how to operate and manage an
          online-based  company. At CyPacific, he will be responsible for making
          day  to  day  decisions  as  well  as  supervising website management.

          Ron  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 2004 to our
          directors  and  officers.  The  amount  of  retirement  and  severance
          benefits  accrued for our executive officers and directors in 2004 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.

                                       17
<PAGE>

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.

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
Andrew S. Lee, President,
CFO and Director                          0                             0%
Ron Loudoun, Secretary and Director   1,800,000                        90%
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. 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                    Percentage
                              Beneficially Owned                    of Class
Ron Loudoun                      1,800,000                             90%
536 Cambie Street
Vancouver, B.C. Canada

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
<PAGE>

          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,  2004  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,  2004  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
<PAGE>

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
               the  16th  Floor,  543  Granville  Street,  Vancouver,  British
               Columbia,  Canada  V6C  1X8

I.  Subsidiary Information
Not Applicable

Item 11.  Quantitative and Qualitative Disclosures About Market Risk
               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 2000,
               2001,  2002  and 2003 was 2.7%, 2.6%, 2.2% and 2.0% respectively.

Item 12.  Description of Securities Other Than Equity Securities
Not applicable.

PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies
               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 a date within 90 days of the
               filing  date  of  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.
               There  were  no  significant  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.

                                       20
<PAGE>

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 $2,057 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
<PAGE>

REPORT  OF  REGISTERED INDEPENDENT  CHARTERED  ACCOUNTANTS

TO  THE  BOARD  OF  DIRECTORS OF  CYPACIFIC TRADING INC.
(A  Development  Stage  Company)

We  have  audited  the  balance  sheet of CyPacific Trading  Inc.
(A Development Stage Company) as at April 30, 2004 and 2003 and the statements
of operations, cash flows and shareholders' equity (deficit) for the
               year  ended  April 30, 2004 and for the period from incorporation
               on  March  21, 2003 to April 30, 2003. 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 of America). 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, 2004 and the
results of its operations and its cash flows for the periods referred to abovein
conformity with accounting principles generally accepted in the United States of
America.

These  financial  statements  have  been prepared assuming that the Company will
continue as a going concern. As discussed in note 1 to the financial statements,
the  Company has had no 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//
Chartered  Accountants

Vancouver,  Canada
October 30,  2004

                                       22
<PAGE>

<TABLE>
<CAPTION>

CyPacific Trading Inc.
(A Development Stage Company)
BALANCE SHEETS
April 30
(Expressed in U.S. Dollars)

                                                           2004                      2003
ASSETS

<S>                                                    <C>                         <C>
CURRENT ASSETS
  Cash                                                   $     13                 $  1,389



LIABILITIES

CURRENT LIABILITIES
  Accounts payable and accrued liabilities               $  3,644                 $  2,093
  Due to related party (Note 4)                             3,497                      322
                                                            7,141                    2,415


STOCKHOLDERS' EQUITY (DEFICIT)

COMMON STOCK (Note 5)
Authorized: 100,000,000	shares; no par value;
Issued and outstanding:
    2,000,000 shares                                        1,395                    1,395

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE           (8,568)                  (2,379)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)                  45                      (42)

                                                           (7,128)                  (1,026)
                                                         $     13          $         1,389
GOING CONCERN (Note 1)


See accompanying notes to the financial statements.

Approved by the Board    "Andrew S. Lee"        Director
                          "Ron Loudoun"         Director

</TABLE>

                                       23
<PAGE>

CyPacific Trading Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the period from inception March 21, 2003 to April 30, 2004
(Expressed in U.S. Dollars)

<TABLE>
<CAPTION>

<S>                               <C>                      <C>                 <C>
                                                                               Cumulativ
                                                            Period from        from
                                                            inception on       inception on
                                                            March 21,          March 21,
                                    Year ended              2003 to            2003 to
                                     April 30,              April 30,          April 30,
                                         2004               2003               2004

GENERAL AND ADMINISTRATIVE EXPENSES

  Office                                   77                 322              399
  Professional fees                     6,112               2,057            8,169
                                        6,189               2,379            8,568



NET LOSS                               (6,189)             (2,379)         (8,568)

OTHER COMPREHENSIVE LOSS
   Foreign currency translation            87                 (42)             45

COMPREHENSIVE LOSS                $   (6,102)          $   (2,421)    $    (8,523)

LOSS PER COMMON SHARE -
   basic and diluted              $   (0.00)           $    (0.01)

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING      2,000,000               219,178

</TABLE>

See accompanying notes to the financial statements.

                                       24
<PAGE>


<TABLE>
<CAPTION>

CyPacific Trading Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
>From inception March 21, 2003 to April 30, 2004
(Expressed in U.S. Dollars)

<S>                                  <C>               <C>                   <C>             <C>
Inception, March 21, 2003                     -        $         -            $        -     $            -
Common shares issued for cash         2,000,000              1,395                     -                  -
Foreign currency translation                  -                  -                     -                (42)
Net loss for the period                       -                  -                (2,379)                 -
Balance at April 30, 2003             2,000,000              1,395                (2,379)               (42)
Foreign currency translation                  -                  -                     -                 87
Net loss for the year                         -                  -                (6,189)                 -

Balance at April 30, 2004             2,000,000        $      1,395           $   (8,568)     $          45



See accompanying notes to the financial statements.

                                       25
</TABLE>


<TABLE>
<CAPTION>

CyPacific Trading Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOW
For the period from inception March 21, 2003 to April 30, 2004
(Expressed in U.S. dollars)

<S>                                          <C>              <C>                  <C>
                                                                                   Cumulative
                                                               Period from            from
                                                              inception on        inception on
                                                                March 21,           March 21,
                                               Year ended       2003 to              2003 to
                                               April 30,        April 30,           April 30,
                                                 2004             2003                2004

CASH FLOW FROM OPERATING ACTIVITIES
   Net loss                                   $    (6,189)     $   (2,379)       $   (8,568)
   Adjustments to reconcile net cash provided by
     operating activities
       Increase (decrease) in
         Accounts payable and accrued liabilities   1,490           2,093             3,583
         Advances from related party                3,228             322             3,550
CASH FLOW FROM OPERATING ACTIVITIES                (1,471)             36            (1,435)

CASH FLOW FROM FINANCING ACTIVITIES
  Issuance of common stock for cash                     -           1,395             1,395

INCREASE (DECREASE) IN CASH DURING THE PERIOD      (1,471)          1,431              (40)

EFFECT OF FOREIGN CURRENCY TRANSLATION                 95             (42)              53

CASH, beginning of period                           1,389               -                -

CASH, end of period                              $     13    $      1,389         $     13

See Note 1.

</TABLE>

See accompanying notes to the financial statements.

                                       26
<PAGE>


CyPacific Trading Inc.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2004 and 2003
(Expressed in U.S. Dollars)

1. INCORPORATION, NATURE OF OPERATIONS AND GOING CONCERN

CyPacific Trading Inc. ("the Company") was incorporated under the law of British
Columbia  on  March  21,  2003  and  has  its  head office in Vancouver, British
Columbia,  Canada. The Company is in the development stage as more fully defined
in Statement No. 7 of the Financial  Accounting  Standards  Board of  the United
States of America.
The  Company  intends  to  become  an Internet-based electronic retailer with an
on-line  store  whose  goal  is  to  commercialize  new  products in Korean
markets,  and  eventually,  other  parts  of  Asia.  To April 30, 2004, 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  the  following  categories  of  merchandises:

(i)   Travel and tourism
(ii)  Clothing apparel and fashion accessories
(iii) Toys, Cosmetics, Sport gear, Collectibles

               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,  2004  of  $8,568.

               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 planning principle 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.

2  SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

               As the company is in the development stage, no revenues have been
               earned  to  date.  The Company recognized revenues at the time of
               delivery  of  the  product  ordered  to  the  customers.

Loss per share

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

Foreign currency translation

               The  Company's  functional currency is the Canadian dollar and as
               such  it  converts  its  financial  statements into United States
               dollars  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 for the period and are accumulated as
               a  separate  component  of  stockholders'  equity  (deficit).

                                       27
<PAGE>

CyPacific Trading Inc.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2004 and 2003
(Expressed in U.S. Dollars)

Note 2 (continued)

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 assumption 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.

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.
               At April 30, 2004 the Company had non-capital losses for Canadian
               income  tax purposes of approximately Cdn. $8,500 that may reduce
               future taxable income through to 2011. The loss carryforwards are
               subject  to  review by the Canada Revenue Agency. The Company has
               fully  reserved  the  $3,200  potential income tax benefit of the
               loss  carryforwards  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, $1,070 is attributable
               to  2003.
There are no significant temporary differences at April 30, 2004.

Recent accounting pronouncements

               In  June  2003,  the  FASB  approved SFAS No. 150 "Accounting for
               Certain  Financial  Instruments  with  Characteristics  of  both
               Liabilities  and  Equity". SFAS 150 establishes standards for how
               an  issuer  classifies and measures certain financial instruments
               with  characteristics of both liabilities and equity. SFAS 150 is
               effective  for  financial  instruments  entered  into or modified
               after  May  31, 2003, and otherwise is effective at the beginning
               of  the  first interim period beginning after June 15, 2003. SFAS
               150  is not expected to have an effect on the Company's financial
               position.

               In  April 2003, the FASB issued SFAS 149, "Amendment of Statement
               No.  133  on Derivative Instruments and Hedging Activities". SFAS
               149  amends certain portions of SFAS 133 and is effective for all
               contracts  entered  into  or  modified  after  June 30, 2003 on a
               prospective  basis.  SFAS  149 is not expected to have a material
               effect  on the results of operations or financial position of the
               Company  as  the  Company presently has no derivatives or hedging
               contracts.

3.FINANCIAL INSTRUMENTS

Fair value

               The  carrying  values  of  cash,  accounts  payable  and  accrued
               liabilities  and  due  to  related  party approximates 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.

                                       28
<PAGE>

CyPacific Trading Inc.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2004 and 2003
(Expressed in U.S. Dollars)

Note 3 (continued)

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.RELATED PARTY TRANSACTIONS

The Company entered into a contract to provide services to a company in which a
principal is also the controlling shareholder of Cypacific Trading Inc.

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

5.COMMON STOCK

               During  the  period from inception on March 21, 2003 to April 30,
               2004  the  Company  issued  2,000,000  common  shares for cash of
               $1,395  ($  0.0007  per  share)  to the founder of the Company, a
               director.

                                       29
<PAGE>


Item 19. Exhibits

Exhibit 12         Section 302 Certification
Exhibit 13         Section 906 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:  Andrew S. Lee
                                              Title: President, CEO and director
Date: October 30, 2004

Exhibit 12.

CERTIFICATION

I, Andrew S. Lee, certify that:
1.  I  have reviewed this annual report on Form 20-F of CyPacific Trading  Inc.;

2. Based on my knowledge, this report does not contain any untrue statement  of
a  material  fact or omit to state a material fact necessary  to  make  the
statements  made,  in  light  of  the circumstances  under  which  such
statements  were  made,  not misleading  with  respect  to  the  period covered
by this annual report;

3.  Based  on  my  knowledge, the financial statements, and other financial
information included in this report, fairly present in all  material  respects
the  financial  condition,  results  of operations  and  cash flows of the
registrant as of, and for, the periods  presented  in  this  report;

4. The Company's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15e and 15d-15e) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15f and 15d-15f for the Company and have:
designed such disclosure controls and procedures, or caused such disclosure
e.  controls and procedures to be designed under our supervision, to ensure that
f.  material information relating to the Company, including any consolidated
g.  subsidiaries, is made known to us by others within those entities,
    particularly
h.  during the period in which this report is being prepared;
i.  Designed such internal control over financial reporting, or caused such
    internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
j.  Evaluated the effectiveness of the Company's disclosure controls and
    procedures and presented in this report our conclusions about the
    effectiveness of the disclosure controls and procedures, as of the end of
    the period covered by this report based on such evaluation; and
k.  Disclosed in this report any change in the Company's internal control over
    financial reporting that occurred during the period covered by the annual
    report that has materially affected, or is reasonably likely to materially
    affect, the Company's internal control over financial reporting; and
5. The Company's other certifying officer and I have disclosed, based on our
   most recent evaluation of internal control over financial reporting, to the
   Company's auditors and the audit committee of the Company's board of
   directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the Company's ability to record, process, summarize
and report financial information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal control over
financial reporting.
                                         By:       /s/    Name:   Andrew S. Lee
                                          Title:     President, CEO and Director
                                                      Date:     October 30, 2004

                                       29
<PAGE>

Exhibit 13.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of CyPacific Trading Inc. (the "Company")
on Form 20-F for the year ended April 30, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Andrew S. Lee,
President of the Company, certify, pursuant to 18 U.S.C.  1350, as adopted
pursuant to  906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
              (1) The Report fully complies with the requirements of section
                 13(a) or 15(d) of the Securities Exchange Act of 1934; and
              (2) The information contained in the Report fairly presents, in
                 all material respects, the financial condition and result of
                 operations of the Company.
By:        /s/                                             Name:   Andrew S. Lee
                                          Title:     President, CEO and Director
                                                      Date:     October 30, 2004