**FORM
10-K-SB**
 
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 **[X]
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)**
 **OF
THE SECURITIES EXCHANGE ACT OF 1934**
 
 Commission
File Number: 000-28429
 
 For the
Year ended 12/31/04
 
 **GYK
Ventures, Inc.**
 
 Nevada 68-0423301
 (Jurisdiction
of Incorporation) (I.R.S.
Employer Identification No.)
 
 668 North
Coast Highway #261, Laguna Beach CA 92651
 (Address of
principal executive offices)      (Zip
Code)
 
 Registrant's
telephone number, including area code: (949)
487-7295
 
 
 Securities
registered pursuant to Section 12(b) of the Act:  None
 
 Securities
registered pursuant to Section 12(g) of the Act:  Common
Stock
 
 Yes [X]
No [  ] (Indicate by check mark whether the Registrant (1) has filed all report 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.)
 
 [ 
] (Indicate by check mark whether if disclosure of delinquent filers (§229.405) is
not and will not to the best of Registrant's knowledge be contained herein, in
definitive proxy or information statements incorporated herein by reference or
any amendment hereto.)
 
 As of 12/31/04 shares
outstanding of the Registrant's Common Stock was 44,751,685 .
 
 As of 12/31/04 the
aggregate number of shares held by non-affiliates was approximately 2,729,860 shares, $109,194 , based
on current low bid price of $0.04 . Bid
prices for thinly traded issues may be unreliable and subject to considerable
volatility on very modest volume.
 
 
 
 Exhibit
Index is found on page 10
 ***Page
- 1***
 
 INTRODUCTION 3
 
 PART
I 3
 
 ITEM 1.
Description of Business 3
 
 ITEM 2.
Description of Property 3
 
 ITEM 3.
Legal Proceedings 3
 
 ITEM 4.
Submission of Matters to a Vote of Security Holders 3
 
 PART
II 4
 
 ITEM 5.
Market for Common Equity and Stockholder Matters 4
 
 (a)
Market Information 4
 (b)
Holders 4
 (c)
Dividends 4
 (d) Sales
of Unregistered Common Stock 2004 5
 
 ITEM 6.
Management's Discussion and Analysis or Plan of Operation 5
 (a) Plan
of Operation 5
 (b)
Future Prospects 5
 (c)
Discussion and Analysis of Financial Condition and Results of
Operations 5
 
 ITEM 7.
Financial Statements 6
 (a) Audit
Committee 6
 (b)
Financial Statements 6
 
 ITEM 8.
Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure 6
 
 PART
III 6
 
 ITEM 9.
Directors and Executive Officers, Promoters and Control Persons 6
 
 ITEM 10.
Executive Compensation 7
 
 ITEM 11.
Security Ownership of Certain Beneficial Owners and Management 8
 
 ITEM 12.
Controls and Procedures 8
 
 ITEM 13.
Attachments, Financial Statements, Exhibits, and Reports on Form 8-K 9
 (b)
Exhibits 9
 (c) Form
8-K Reports 9
 
  ***Page
- 2***
  ****
 **INTRODUCTION**
 
 This
Registrant Reporting Company has elected to refer to itself, whenever possible,
by normal English pronouns, such as "We", "Us" and "Our".
 
 This Form
10-KSB contains forward-looking statements. Such statements include statements
concerning plans, objectives, goals, strategies, future events, results or
performances, and underlying assumptions that are not statements of historical
fact. This document and any other written or oral statements made by us or on
our behalf may include forward-looking statements which reflect our current
views, with respect to future events or results and future financial
performance. Certain words indicate forward-looking statements, words like
"believe", "expect", "anticipate", "intends", "estimates", "forecast",
"projects", and similar expressions.
 ****
 **PART
I**
 
 
 **ITEM** **1** **.
Description of Business.**
 
 
 **(** **a** **)
Historical Information.** As
detailed in our previous Annual Report, we had a total of 44,751,685 shares
issued and outstanding as of December 31, 2003. There has been no change as of
December 31, 2004, and March 31, 2005
 
 **(** **b** **)
The Business of Registrant and Its Subsidiaries.**
 
 Our Plan
of Operation is unchanged from our 2003 Annual Report.
 
 **(** **c** **)
Financing Plans.** None. For
more information, please see Item 6 of Part II, Management's
Discussion and Analysis.
 
 **(** **d** **)
Planned Acquisitions** . There
are no planned acquisitions. We are continuously investigating means to enhance
shareholder value. Synergistic acquisitions in the future are open to
consideration.
 
 **(** **e** **)
Employees.** We have
a sole Officer/Director and no other employees at this time.
 
 **ITEM** **2** **.
Description of Property.**
 
 We have
no property and enjoy the non-exclusive use of offices and telephone of our
officers and consultant at the present time. We are billed for consulting
services, which billing includes all such amenities provided.
 
 **ITEM** **3** **.
Legal Proceedings.**
 
 There are
no legal proceedings pending, threatened or suspected, by or against our
Corporation, as of the preparation of this Report.
 
 
 **ITEM** **4** **.
Submission of Matters to a Vote of Security Holders.**
 
 None.
 
 
 The
Remainder of this Page is Intentionally left Blank
  ***Page
- 3***
  
 **PART
II**
 
 
 **ITEM** **5** **.
Market for Common Equity and Stockholder Matters.**
 
 **(** **a** **)
Market Information.** The
common stock of this Issuer is now quoted Over the Counter on the Bulletin Board
(“OTCBB”)(Symbol GYKV). We have one class of securities, Common Voting Equity
Shares (“Common Stock”). The Company's Securities may be quoted in the
over-the-counter market, but there is presently, and historically, no
substantial market for our common stock. Even so, quotations for, and
transactions in, the Securities are capable of rapid fluctuations, resulting
from the influence of supply and demand on relatively thin volume. There may be
buyers at a time when there are no sellers, and sellers when there are no
buyers, resulting in significant variations of bid and ask quotations by
market-making dealers, attempting to adjust changes in demand and supply. A
young market is also particularly vulnerable to short selling, sell orders by
persons owning no shares of stock, but intending to drive down the market price
so as to purchase the shares to be delivered at a price below the price at which
the shares were sold short. Based upon standard reporting sources, the following
information is provided:
 
 period
    high
      bid
    low
      bid
    volume4th
      2000
    0.56
    0.25
    85,0001st
      2001
    0.25
    0.25
    5,0002nd
      2001
    0.25
    0.24
    365,0003rd
      2001
    0.30
    0.25
    1,190,0004th
      2001
    2.38
    0.20
    800,0001st
      2002
    1.90
    1.10
    91,2702nd
      2002
    2.10
    0.05
    450,0003rd
      2002
    0.10
    0.02
    200,0004th
      2002
    1.00
    0.02
    1,000,0001st
      2003
    1.01
    0.15
    309,5202nd
      2003
    0.20
    0.04
    59,2003rd
      2003
    0.10
    0.05
    36,8404th
      2003
    0.11
    0.04
    870,3601st
      2004
    0.15
    0.05
    160,6602nd
      2004
    0.08
    0.05
    157,4203rd
      2004
    0.06
    0.04
    166,8204th
      2004
    0.13
    0.03
    3,605,760
 
 The
foregoing price information is based upon inter-dealer prices without retail
mark-up, mark-down or commissions and may not reflect actual transactions. The
source of the information is Yahoo
Finance.
 
 **(** **b** **)
Holders.** Management
calculates that the approximate number of shareholders of Record for the
Company's Common Stock, as of December 31, 2004, was approximately
50.
 
 **(** **c** **)
Dividends.** We have
not paid any cash dividends on our Common Stock, and do not anticipate paying
cash dividends on our Common Stock in the next year. We anticipate that any
income generated in the foreseeable future will be retained for the development
and expansion of our business. Future dividend policy is subject to the
discretion of the Board of Directors and will depend upon a number of factors,
including future earnings, debt service, capital requirements, business
conditions, the financial condition of the Company and other factors that the
Board of Directors may deem relevant.
 
 **(** **d** **)
Sales of Unregistered Common Stock 2004.** None.
 
 
 ***Page
- 4***
 ****
 **ITEM** **6** **.
Management's Discussion and Analysis or Plan of Operation.**
 
 **(** **a** **)
Plan of Operation.** Our Plan
of Operation is unchanged from our 2003 Annual Report.
 
 **Cash
Requirements and of Need for additional funds: twelve
months** . We have
no cash and certain minimal cash requirements for corporate maintenance, legal
and professional and auditing expenses. Our cash requirements are unchanged from
our previous Annual Report. We have no prospects for acquiring this minimal
funding other than shareholder advances.
 
 **Cautionary
Statement:** There
can be no assurance that we will be successful in raising capital through
private placements or otherwise. Even if we are successful in raising capital
through the sources specified, there can be no assurances that any such
financing would be available in a timely manner or on terms acceptable to us and
our current shareholders. Additional equity financing could be dilutive to our
then existing shareholders, and any debt financing could involve restrictive
covenants with respect to future capital raising activities and other financial
and operational matters.
 
 **(** **b** **)
Future Prospects-Dormant.** We are
presently inactive, and expect to remain so for the balance of 2005, or until an
attractive opportunity may arise.
 
 **(** **c** **)
Discussion and Analysis of Financial Condition and Results of Operations.** We have
had no revenues for past fiscal years or any interim periods covered by this
report, or to the actual date of this report, or from inception. We have no cash
or assets for the past two fiscal years. We have an accumulated deficit of
$1,929,024.
 
 Our
independent auditor has indicated the following material notes to our financial
statements:
 
 (Note
2-Going Concern) The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has had
recurring operating losses and is dependent upon raising capital to continue
operations. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. It is management's plan to find an
operating company to merge with, thus creating necessary operating
revenues.
 
 (Note
3-Development Stage Company) The Company is a development stage company as
defined in Financial Accounting Standards Board Statement 7. It is concentrating
substantially all of its efforts in raising capital and developing its business
operations in order to generate operating revenues.
 
 (Note
4-Related Party Transactions) Please refer to Note 4 of our Audited Financial
Statements for more complete information and details on this
subject.
 
 **Cautionary
Statement Repeated:** There
can be no assurance that we will be successful in raising capital through
private placements, business combinations or otherwise. Even if we are
successful in raising capital through the sources specified, there can be no
assurances that any such financing would be available in a timely manner or on
terms acceptable to us and our current shareholders. Additional equity
financing, merger or joint-venture could be dilutive to our then existing
shareholders, and any debt financing could involve restrictive covenants with
respect to future capital raising activities and other financial and operational
matters. Even if we are successful in raising capital in a timely manner and on
terms acceptable to us and our shareholders, there are innumerable risks of
business failure that haunt the path to profitability. We may not prove
competitive in our areas of focus. Funding may not prove adequate to see us
through our development stage. We are virtually a start-up company with all of
the risks which attend new ventures.
 
 
 ***Page
- 5***
 ****
 **ITEM** **7** **.
Financial Statements.**
 
 
 **(** **a** **)
Audit Committee.** The Audit
Committee of this Corporation for this fiscal year consists of the our Board of
Directors. Management is responsible for our internal controls and the financial
reporting process. Our independent auditor is responsible for performing an
independent audit of our financial statements in accordance with generally
accepted accounting standards and to issue a report thereon. It is the
responsibility of our Board of Directors to monitor and oversee these processes.
In this context the Committee has met and held discussions with management and
the independent accountants. Management recommended to the Committee that our
financial statements were prepared in accordance with generally accepted
accounting principles, and the Committee has reviewed and discussed the
financial statements with Management and such independent accountants, matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). Our independent accountants also provided
to the Committee the written disclosures required by Independence Board Standard
No. 1 (Independent Discussions with Audit Committees), and the Committee
discussed with the independent accountants that firm's
independence.
 
 Based
upon the Committee's discussions, and review, of the foregoing, the Committee
recommended that our audited financial statements in our Annual Report on Form
10-KSB for the year ended December 31, 2004 be included and filed with the
Securities and Exchange Commission.
 
 **(** **b** **)
Financial Statements.** Audited
Financial Statements for years ended December 31, 2004, 2003, and from
inception, are provided as Exhibit FKA-04, attached hereto, filed herewith and
incorporated herein by this reference as though fully set forth
herein.
   
 **ITEM** **8** **.
Changes In and Disagreements With Accountants** **on
Accounting and Financial Disclosure.**
 
 None.
 
  **PART
III**
 
 
 **ITEM** **9** **.
Directors and Executive Officers, Promoters and Control
Persons.**
 
 The
following persons are our Directors serve until their successors might be
elected or appointed. The time of the next meeting of shareholders has not been
determined.
 
 **Current
Sole Officer/Director**
 
 J. Dan
Sifford, Jr. , age 63,
our Sole Officer/Director appointed August 2001, grew up in Coral Gables,
Florida, where he attended Coral Gables High School and the University of Miami.
After leaving the University of Miami, Mr. Sifford formed a wholesale consumer
goods distribution company which operated throughout the southeastern United
States and all of Latin America. In 1965, as an extension of the operations of
the original company, he founded Indiasa Corporation (Indiasa), a Panamanian
company which was involved in supply and financing arrangements with many of the
Latin American Governments, in particular, their air forces and their national
airlines. As customer requirements dictated, separate subsidiaries were
established to handle specific activities. During each of the past five years he
has served as President of Indiasa, which serves only as a holding company
owning: 100% of Indiasa Aviation Corp. (a company which owns aircraft but has no
operations); 100% of Overseas Aviation Corporation (a company which owns Air
Carrier Certificates but has no operations); 50% of Robmar International, S.A.
(a company operates a manufacturing plant in Argentina and Brazil, but in which
Mr. Sifford holds no office). In addition to his general aviation experience,
Mr. Sifford, an Airline Transport rated pilot, has twenty two years experience
in the airline business, and is currently the President of Airline of the Virgin
Islands, Ltd. a commuter passenger airline operating in the Caribbean, and has
been our officer and director continuously during each of the past five
years.
 
 
 ***Page
- 6***
   
 ****
 **ITEM** **10** **.
Executive Compensation.**
 
 Our
Officers and Directors serve without a plan of compensation at this time. No
plan of compensation has been adopted or is under consideration at this time.
None of the Directors current or former receives, or has ever received, any
salary from us in their capacities as such. No officers or directors are under
an employment contract with us. We have no retirement, pension, profit sharing,
or insurance or medical reimbursement plans.
 
 **Summary
Compensation Table.** The
disclosure of Executive compensation is now provided in the tabular form
required by the Securities and Exchange Commission, pursuant to Regulation
228.402.
 
 Long
      Term CompensationAnnual
      Compensation
    Awards
    Payoutsa
      Name
      and
      Principal
      Position
    b
      
      
      
      
      Year
    c
      
      
      
      Salary
      ($)
    d
      
      
      
      Bonus
      ($)
    e
      
      Other
      Annual
      Compen-sation
      ($)
    f
      
      Restric-ted
      Stock
      Awards
      ($)
    g
      Securi-ties
      Under-
      lying
      Options
      SARs
      (#)
    h
      
      LTIP
      Payouts
      ($)
    i
      
      All
      Other
      Compen-sation
      ($)J.
      Dan Sifford,Table
      ONTable OFF
      Sole
      Officer/
      Director
    2004
    0
    0
    0
    0
    0
    0
    02003
    0
    0
    0
    0
    0
    0
    02002
    0
    0
    0
    0
    0
    0
    0
 
 The
Remainder of this Page is Intentionally left Blank
  ***Page
- 7***
  
 
 **ITEM** **11** **.
Security Ownership of Certain Beneficial Owners and
Management.**
 
 To the
best of our knowledge and belief the following disclosure presents the total
beneficial security ownership of all Directors and Nominees, naming them, and by
all Officers and Directors as a group, without naming them, of us, known to or
discoverable by us. To the best of our knowledge and belief the following
disclosure presents the total security ownership of all persons, entities and
groups, known to or discoverable us, to be the beneficial owner or owners of
more than five percent of any voting class of Registrant's stock. More than one
person, entity or group could be beneficially interested in the same securities,
so that the total of all percentages may accordingly exceed one hundred percent.
Please refer to explanatory notes if any, for clarification or additional
information.
 
 Name
      and Address of Officer/Director
    Share
      Ownership
    %J.
      Dan Sifford
      668
      North Coast Highway #261
      Laguna
      Beach CA 92651
    22,050,000
    49.27Officers
      and Directors as a Group
    22,050,676
    49.27Gabriel
      Sameniego
      Ave
      Ricardo J. Alfaro
      Sun
      Tower Mall 59
      Panama
      City, Panama
    20,000,000
    44.69Other
      Affiliates
    20,000,000
    44.69All
      Affiliates
    42,050,676
    93.96Total
      Shares Issued and Outstanding
    44,751,685
    100.00Less
      All Affiliates
    (42,050,676)
    -93.96Indicated
      Non-Affiliate Ownership
    2,729,860
    6.10
 
 **Change
of Control.** There are
no arrangements known to us, including any pledge by any persons, of securities
of this corporation, which may at a subsequent date result in a change of
control of the Issuer.
 
 **ITEM** **12** **.
Controls and Procedures.**
 
 **Evaluation
of Disclosure Controls and Procedures.** Based
upon an evaluation under supervision and with the participation of our
management, as of a date within 90 days of the filing date of this Annual Report
on form 10-KSB, our principal executive officer and principal financial officer
have concluded that our disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c)) under the Securities Exchange Act of 1934, are
effective to ensure that information required to be disclosed (in reports that
we file or submit under that Exchange Act) is recorded, processed, summarized
and reported within the time periods specified in SEC rules and
forms.
 
 **Changes
in Internal Accounting.** There
were no significant changes in our internal controls or other factors that could
significantly affect these controls subsequent to the date of their evaluation.
There wee no significant deficiencies or material weaknesses, and therefore
there were no corrective actions taken. However, the design of any system of
controls is based in part upon the assumptions about the likelihood of future
events, and there is no certainty that any design will succeed in achieving its
stated goal under all potential future considerations, regardless of how
remote.
  ***Page
- 8***
  
 **ITEM** **13** **.
Attachments, Financial Statements, Exhibits, and Reports on Form
8-K.**
 
 **(** **a** **)
Attachments.**
 
 (31) Certification
pursuant to 302 .
 
 (32) Certification
pursuant to 1350 .
 
 (AC 99.1) Audit
Committee Report
 
 (FKA-04) Audited
Financial Statements for the
years ended December 31, 2004, 2003 and from Inception.
 
 **(** **b** **)
Exhibits.** Please
see our Annual Report on Form 10-KSB, for the year ended December 31, 2001, for
Exhibits: (3.1) Articles
of Incorporation ; (3.2) By-Laws ,
incorporated herein by this reference.
 
 **(** **c** **)
Form 8-K Reports.** None.
 
 **Signatures**
 
 *Pursuant
to the requirements* of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the individual capacities
and on the date indicated.
 
 ******
 ***GYK
Ventures, Inc.***
 
 Dated:
March 30, 2005 by
 
 /s/J.
      Dan SiffordJ.
      Dan Sifford
      secretary/director
 
   
 
 ***Page
- 9***
 
 
 **Exhibit
31**
 
 **Section
302 Certification**
 
 ***Page
- 10***
   **CERTIFICATIONS
PURSUANT TO SECTION 302**
 
 I,J.
      Dan Sifford,
      certify that:
 
 1. I have
reviewed this annual report on Form 10-KSB of *GYK
Ventures, Inc.* ;
 
 2. Based
on my knowledge, this annual 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 annual 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 annual report;
 
 4. The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
 
 a)
      designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this annual report is being
      prepared;
 
 b)
      evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      annual report (the "Evaluation Date"); and
 
 c)
      presented in this annual report our conclusions about the effectiveness of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;
 
 5. The
registrant's other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
 
 a)
      all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls;
      and
 
 b)
      any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and
 
 6. The
registrant's other certifying officers and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
 
 Dated:
March 30, 2005  by
 
 
 
 
 /s/ J.
Dan Sifford
 J. Dan
Sifford
 Officer/Director
 
   
 ***Page
- 11***
 
 
 
 **Exhibit
32**
 
 **CERITIFICATION
PURSUANT TO 18 USC SECTION 1350**
 
 
   **CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE** **SARBANES-OXLEY
ACT OF 2002**
 
 
 CERTIFICATION
OF CUSTODIAN
 
 In
connection with the Annual Report of GYK
Ventures, Inc. a Nevada
corporation (the "Company"), on 10-KSB for the December 31, 2004 as filed with
the Securities and Exchange Commission (the "Report"), I, J. Dan
Sifford , Sole
Officer Director of the Company, certify, pursuant to 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350), 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 results of operations of the Company.
 
 Dated:
March 30, 2005  by
 
 
 
 /s/ J.
Dan Sifford
 J. Dan
Sifford
 Officer/Director
 
 ***Page
- 12***
 
 
 
 
 **Attachment
AC-99.1**
 
 **Audit
Committee Report**
 
 
 ***Page
- 13***
   GYK
Ventures, Inc.
 Form
Type: 10-KSB
 
 AUDIT
COMMITTEE REPORT
 
 The Audit
Committee of GYK Ventures, Inc. ("GYK Ventures") is composed of the
Corporation's Board of Directors. The member (s) of the Committee are J. Dan
Sifford. The Committee recommended, subject to stockholder ratification, the
selection of the Corporation's independent accountants.
 
 Management
is responsible for the Corporation's internal controls and the financial
reporting process. The independent accountants are responsible for performing an
independent audit of the Corporation's consolidated financial statements in
accordance with the generally accepted auditing standards and to issue a report
thereon. The Committee's responsibility is to monitor and oversee these
processes.
 
 In this
context, the Committee has met and held discussions with management and the
independent accountants. Management represented to the Committee that the
Corporation's financial statements were prepared in accordance with generally
accepted accounting principles, and the Committee has reviewed and discussed the
consolidated financial statements with management and the independent
accountants. The Committee discussed with the independent accountants matters
required to be discussed by the Statement on Auditing Standards No.
61.
 
 The
Corporation's independent accountants also provided to the Committee the written
disclosures required by Independence Standards Board Standard No. 1, and the
Committee discussed with the independent accountant that firms
independence.
 
 Based
upon Committee's discussion with management and the independent accountants and
the Committee's review of the representation of management and the report of the
independent accountants to the Committee, the Committee recommended that the
audited consolidated financial statements be included in the Corporation's
Annual Report on Form 10-KSB for the year ended December 31, 2001 filed with the
Securities and Exchange Commission.
 
 Dated:
March 30, 2005
 
 by
 
 /s/J.
      Dan SiffordJ.
      Dan Sifford
      secretary/director
 
   
 ***Page
- 14***
 
 
 
 **Attachment
FKA-04**
 
 
 **Audited
Financial Statements**
 
 **for
the years ended December 31, 2004, 2003**
 **and
from inception**
 
 
 ***Page
- 15***
 **GYK
Ventures, Inc.**
 (a
Development Stage Company)
 Financial
Statements
 December
31, 2004 and 2003
 
   
 
 
 ***Page
- 16***
 
 
 
 
 
 ****
 **C
O N T E N T S**
 
 
 
 Independent Auditor’s Report
 
 Balance Sheets
 
 Statements of Operations
 
 Statements of Stockholders’ Equity
 
 Statements of Cash Flows
 
 Notes to the Financial Statements
 
   
 
 ***Page
- 17***
 
 
 **INDEPENDENT AUDITOR’S REPORT**
 
 
 
 To the
Board of Directors and Stockholders of
 ***GYK
Ventures, Inc.***
 
 We have
audited the accompanying balance sheets of GYK Ventures, Inc. (a Development
Stage Company) as of December 31, 2004 and 2003 and the related statements of
operations, stockholders’ equity and cash flows for the years then ended and
from inception on December 10, 1998 through December 31, 2004. 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 auditing standards accepted by The
Public Company Accounting Oversight Board in the United States of America. Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of GYK Ventures, Inc. (a Development
Stage Company) as of December 31, 2004 and 2003 and the results of its
operations and cash flows for the years then ended and from inception on
December 10, 1998 through December 31, 2004 in conformity with accounting
principles generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2, the Company’s
recurring operating losses and lack of working capital raise substantial doubt
about its ability to continue as a going concern. Management’s plans in regard
to those matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 */s/Chisholm, Bierwolf &
Nilson*
 Chisholm,
Bierwolf & Nilson
 Bountiful,
Utah
 February
12, 2004
 
 
 ***Page
- 18***
   **GYK
Ventures, Inc.**
 (a
Development Stage Company)
 Balance Sheets
  
 December 31,
    
    
    December 31,2004
    
    
    2003**Assets**Current assetsCash
    
    $
    -
    
    $
    -Total Current Assets
    
    
    -
    
    
    -Other AssetsInvestments-Available for Sale
    
    
    -
    
    
    -Total Other Assets
    
    
    -
    
    
    -Total Assets
    
    $
    -
    
    $
    -**Liabilities and Stockholders’
      Equity**Current LiabilitiesAccounts payable
    
    
    395
    
    
    245Accounts payable - related party (Note 4)
    
    
    125,345
    
    
    71,661Notes payable - related party (Note 4)
    
    
    160,154
    
    
    160,154Total Current Liabilities
    
    
    285,894
    
    
    232,060Stockholders’ EquityCommon Stock, authorized100,000,000 shares of $.001 par value,issued and outstanding 44,751,685 and24,780,536 shares respectively
    
    
    44,752
    
    
    44,751Additional Paid in Capital
    
    
    1,598,378
    
    
    1,598,134Accumulated Comprehensive
    Income
    
    
    -
    
    
    -Deficit Accumulated During
theDevelopment Stage
    
    
    (1,929,024 )
    
    
    (1,874,945)Total Stockholders’
    Equity
    
    
    (285,894)
    
    
    (232,060)Total Liabilities and Stockholders’
      Equity
    
    $
    -
    
    $
    -
 
  ***Page
- 19***
 
 **GYK
Ventures, Inc.**
 (formerly
eWorld Travel Corp.)
 Statements of Operations
  
 From inception
      onFor the
    
    
    For the
    December 10,
    1998Year Ended
    
    
    Year Ended
    
    throughDecember 31,
    
    December 31,
    
    December 31,2004
    
    
    2003
    
    2004Revenues:
    
    $
    -
    
    $
    -
    
    $
    -Expenses:General and administrative
    
    
    54,079
    
    
    463,037
    
    
    1,923,306Total Expenses
    
    
    54,079
    
    
    463,037
    
    
    1,923,306Net Operating Loss
    
    
    (54,079)
    
    
    (463,037)
    
    
    (1,923,306)Other Income (Expense)Loss on sale of securities
    
    
    -
    
    
    -
    
    
    (12,108)Gain on settlement of debt
    
    
    -
    
    
    -
    
    
    9,249Total Other Income (Expense)
    
    
    -
    
    
    -
    
    
    (2,859)Net Loss
    
    $
    (54,079)
    
    $
    (463,037 )
    
    $
    (1,929,024)Net Loss Per Share
    
    $
    (0.00)
    
    $
    (0.01 )
    
    $
    (0.12)Weighted average shares outstanding
    
    $
    44,751,686
    
    $
    44,322,827
    
    $
    16,053,783
 
 ***Page
- 20***
 ****
 **GYK
Ventures, Inc.**
 (a
Development Stage Company)
 Statements of Stockholders’ Equity
   DeficitAccumulatedAdditional
    
    
    Accumulated
    
    
    During theCommon Stock
    
    
    paid-in
    
    
    Comprehensive
    
    
    DevelopmentShares
    
    
    Amount
    
    
    capital
    
    
    Income/(Loss)
    
    
    StageCommon stock, issued at
    inceptionfor cash at $100 per share
    
    
    200
    
    $
    -
    
    $
    20,000
    
    $
    -
    
    $
    -Net loss for the period ended December 31, 1998
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -Balance, December 31, 1998
    
    
    200
    
    
    -
    
    
    20,000
    
    
    -
    
    
    -Common stock issued for cash at $251
      per share
    
    
    67
    
    
    -
    
    
    16,800
    
    
    -
    
    
    -Common stock issued for cash at $2,000
      per share
    
    
    1
    
    
    -
    
    
    2,000
    
    
    -
    
    
    -Net loss for the year ended December 31, 1999
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (36,360)Balance, December 31, 1999
    
    
    268
    
    
    -
    
    
    38,800
    
    
    -
    
    
    (36,360)Net change in unrealized gains/(Losses)
      on available for salesecurities
    
    
    -
    
    
    -
    
    
    -
    
    
    (12,185)
    
    
    -Net loss for the year endedDecember 31, 2000
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (37,792)Balance, December 31, 2000
    
    
    268
    
    
    -
    
    
    38,800
    
    
    (12,185)
    
    
    (74,152)Common stock issued for
    servicesat $25 per share
    
    
    3,000
    
    
    3
    
    
    74,997
    
    
    -
    
    
    -Common stock issued for services
      toa related-party at $10 per
    share
    
    
    50,000
    
    
    50
    
    
    49,950
    
    
    -
    
    
    -Common stock issued for
    servicesat $20 per share
    
    
    7,000
    
    
    7
    
    
    174,993
    
    
    -
    
    
    -Common stock issued for
    servicesat $20 per share
    
    
    10,000
    
    
    10
    
    
    199,990
    
    
    -
    
    
    -Shares issued in round-up
    
    
    3
    
    
    -
    
    
    -
    
    
    -
    
    
    -Common stock issued for services
      toa related-party at $0.01 per
      share
    
    
    2,000,000
    
    
    2,000
    
    
    18,000
    
    
    -
    
    
    -Rounding of shares
    
    
    99
    
    
    -
    
    
    -
    
    
    -
    
    
    -Forgiveness of debt
    
    
    -
    
    
    -
    
    
    43,085
    
    
    -
    
    
    -
 
 ***Page
- 21***
 ****
 **GYK
Ventures, Inc.**
 Statement
of Stockholders’ Equity
 (CONTINUED)
  DeficitAccumulatedAdditional
    
    
    Accumulated
    
    
    During theCommon Stock
    
    
    paid-in
    
    
    Comprehensive
    
    
    DevelopmentShares
    
    
    Amount
    
    
    capital
    
    
    Income/(Loss)
    
    
    StageNet change in unrealized
    gains/(Losses) on available for sale
      securities
    
    
    -
    
    
    -
    
    
    12,185
    
    
    -
    
    
    -Net loss for the year endedDecember 31, 2001
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (588,198)Balance, December 31,
    2001
    
    
    2,070,370
    
    $
    2,070
    
    $
    599,815
    
    $
    -
    
    $
    (662,350)Shares returned to
    treasury
    
    
    (5,000)
    
    
    (5)
    
    
    5
    
    
    -
    
    
    -Issuance of common stock for services
      at $0.25 per share
    
    
    500,000
    
    
    500
    
    
    124,500
    
    
    -
    
    
    -Issuance of common stock for
    debtreduction at $0.20 per
    share
    
    
    400,000
    
    
    400
    
    
    79,600
    
    
    -
    
    
    -Issuance of stock in
    round-up
    
    
    15,166
    
    
    15
    
    
    (15)
    
    
    -
    
    
    -Issuance of common stock for services
      at $0.02 per share
    
    
    20,000,000
    
    
    20,000
    
    
    380,000
    
    
    -
    
    
    -Issuance of common stock for services
      at $0.02 per share
    
    
    1,800,000
    
    
    1,800
    
    
    34,200
    
    
    -
    
    
    -Net loss for the year ended December 31, 2002
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (749,558)Balance, December 31, 2002
    
    
    24,780,536
    
    $
    24,780
    
    $
    1,218,105
    
    $
    -
    
    $
    (1,411,908)Issuance of common stock for
      servicesat $0.02 per share
    
    
    20,000,000
    
    $
    20,000
    
    $
    380,000
    
    $
    -
    
    $
    -rounding due to stock split
    
    
    149
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Cancellation of common shares
    
    
    (29,000)
    
    $
    ( 29)
    
    $
    29
    
    $
    -
    
    $
    -Net loss for the year endedDecember 31, 2003
    
    
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    (463,037)Balance, December 31, 2003
    
    
    44,751,685
    
    $
    44,751
    
    $
    1,598,134
    
    $
    -
    
    $
    (1,874,945)rounding due to Madison
      adjustment
    
    
    -
    
    
    1
    
    
    243
    
    
    -
    
    
    -Net loss for the year ended December 31, 2004
    
    
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    (54,079)Balance, December 31, 2004
    
    
    44,751,685
    
    $
    44,752
    
    $
    1,598,377
    
    $
    -
    
    $
    (1,929,024)
 
  ***Page
- 22***
 
 **GYK Ventures, Inc.**
 (a
Development Stage Company)
 Statements of Cash Flows
 
 From inception
    onFor the
    
    
    For the
    
    December
    10,1998Year ended
    
    
    Year ended
    
    
    throughDecember 31,
    
    
    December 31,
    
    
    December 31,2004
    
    
    2003
    
    
    2004Cash Flows form OperatingActivitiesNet loss
    
    $
    (54,079)
    
    $
    (463,037)
    
    $
    (1,929,024)Adjustments
      to reconcilenet loss to net cashprovided
      by operations:Stock issued for services
    
    
    -
    
    
    400,000
    
    
    1,481,000Loss on sale of securities
    
    
    -
    
    
    -
    
    
    12,108Gain on settlement of notes receivable
    
    
    -
    
    
    -
    
    
    (9,249)Increase in accounts payable
    
    
    -
    
    
    1,124
    
    
    245Increase in accounts payables-related party
    
    
    54,079
    
    
    64,161
    
    
    205,740Net Cash (Used) Provided by Operating
      Activities
    
    
    -
    
    
    -
    
    
    (239,180)Cash Flows from InvestingActivities:Proceeds on sale of securities
    
    
    -
    
    
    -
    
    
    492Payment for notes receivable
    
    
    -
    
    
    -
    
    
    (3,351)Net Cash (Used) Provided by Investing
      Activities
    
    
    -
    
    
    -
    
    
    (2,859)Cash Flows from FinancingActivities:Capital contribution
    
    
    -
    
    
    -
    
    
    1,400Issued common stock for cash
    
    
    -
    
    
    -
    
    
    37,800Proceeds from officer
    
    
    -
    
    
    -
    
    
    201,839Proceeds from subscription receivable
    
    
    -
    
    
    -
    
    
    1,000Net Cash (Used) Provided by Financing
      Activities
    
    
    -
    
    
    -
    
    
    242,039Net increase (decrease) in
    cash
    
    
    -
    
    
    -
    
    
    -Cash, beginning of period
    
    
    -
    
    
    -
    
    
    -Cash, end of period
    
    $
    -
    
    $
    -
    
    $
    -
 
 
 
 Non-Cash
Financing and Investing Transactions:
 
 In
January 2000, a marketable security valued at $12,600 was received in exchange
for a notes receivable of
$3,351. The market value of the securities at December 31, 2000 is
$415.
  In April
2001, the Company issued 3,000 shares of its common stock for services valued at
$75,000.
  In May
2001, the Company issued 50,000 shares of its common stock to an officer of the
Company for services valued at
$50,000.
 
 ****
   ***Page
- 23***
   
 **GYK
Ventures, Inc.**
 (a
Development Stage Company)
 Statements
of Cash Flows
 (CONTINUED)
 
 Non-Cash
Financing and Investing Transactions (continued):
 
 In May
2001, the Company issued 7,000 shares of its common stock for services valued at
$175,000.
 
 In July
2001, the Company issued 10,000 shares of its common stock for services valued
at $200,000.
 
 In
December 2001, the Company issued 2,000,000 shares of its common stock to an
officer of the Company for services valued at $20,000.
 
 In
      December 2001, debt in the amount fo $41,685 was forgiven by officers of
      the Company.
 
 During
      January 2002, the Company issued 500,000 shares of previously authorized
      but unissued common stock for services rendered value at
      $125,000.
 
 During
      January 2002, the Company canceled 5,000 shares of common
      stock.
 
 During
      September 2002, the Company issued 400,000 shares of previously authorized
      but unissued common stock for reduction of debt valued at
      $80,000.
 
 During
September 2002, the Company authorized a ten for one (10:1) reverse split of its
common stock.
 
 In
October 2002, the Company issued 21,800,000 shares of common stock at $0.02 per
share for services revalued during the year at a total value of
$436,000.
 
 In
January 2003, the Company issued 20,000,000 shares of its common stock to an
officer of the Company for services valued at $400,000.
 
 
 ***Page
- 24***
 ****
 **GYK
Ventures, Inc.**
 (a
Development Stage Company)
 Notes to the Financial Statements
 December
31, 2004 and 2003
 
 NOTE 1 -
Summary of Significant Accounting Policies
 
 a.
Organization
 
 eWorld
Travel Corp. (the Company) was incorporated on December 10, 1998 under the laws
of the state of Nevada. The Company was organized to provide internet-based
travel services. The Company has not yet secured operations and is in the
development stage according to Financial Accounting Standards Board Statement
No. 7.
 
 b.
Accounting Method
 
 The
Company recognizes income and expense on the accrual basis of
accounting.
 
 c.
Earnings (Loss) Per Share
 
 The
computation of loss per share of common stock is based on the weighted average
number of shares outstanding at the date of the financial
statements.
   FromInception
onDecember 10,For the Years Ended
    
    1998 ThroughDecember 31,
    December 31,2004
    
    2003
    
    2004Numerator - loss
    
    $
    (54,079 )
    
    $
    (464,037)
    
    $
    (1,929,024)Denominator - weighted average of
      shares outstanding
    
    
    44,751,686
    
    
    44,322,827
    
    
    16,053,783Loss per share
    
    $
    (0.00)
    
    $
    (0.01)
    
    $
    (0.12)
 
 
 d. Cash
and Cash Equivalents
 
 The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents.
 
 e.
Available for Sale Securities
 
 Management
determines the appropriate classification of marketable equity security
investments at the time of purchase and reevaluates such designation as of each
balance sheet date. Unrestricted marketable equity securities have been
classified as available for sale. Available for sale securities are carried at
fair value, with unrealized gains and losses reported in accumulated
comprehensive income. Realized gains and losses and declines in value judged to
be other-than-temporary on available for sale securities are included in
investment income. The cost of securities sold is based on the specific
identification method. Interest and dividends on securities classified as
available for sale are included in investment income.
 
 
 
 ***Page
- 25***
 
 **GYK
Ventures, Inc.**
 (a
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2004 and 2003
 
 NOTE 1 -
Summary of Significant Accounting Policies (Continued)
 
 f.
Provision for Income Taxes
 
 No
provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $1,929,024 that will be offset against
future taxable income. These NOL carryforwards begin to expire in the year 2019.
No tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward will expire
unused.
 
 Deferred
tax assets and the valuation account is as follows at December 31, 2004 and
2003.
 
 December 31,2004
    
    2003Deferred tax asset:NOL carrryforward
    
    655,868
    
    637,481Valuation allowance
    
    $
    (655,868)
    
    $
    (637,481)Total
    
    $
    -
    
    $
    -
 
 
 NOTE 2 -
Going Concern
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has had recurring operating losses
and is dependent upon financing to continue operations. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty. It is management’s plan to raise capital in order to define their
business operations, thus creating necessary operating revenues.
 
 NOTE 3 -
Development Stage Company
 
 The
Company is a development stage company as defined in Financial Accounting
Standards Board Statement No. 7. It is concentrating substantially all of its
efforts in raising capital and defining its business operation in order to
generate significant revenues.
 
 NOTE 4 -
Related Party Transactions
 
 During
2000, an officer and shareholder loaned the Company $41,685. The note is
non-interest bearing and payable upon demand.
 
 In May
2001, the Company issued 50,000 shares of its common stock to an officer of the
Company for services valued at $50,000.
 
 In
December 2001, the Company issued 2,000,000 shares of its common stock to an
officer of the Company for services valued at $20,000.
 
 In
December 2001, debt in the amount fo $41,685 was forgiven by officers of the
Company.
 
 In
October 2002, 20,000,000 shares were issued to an officer for services valued at
$400,000.
  In
January 2003, 20,000,000 shares were issued to an officer for services valued at
$400,000.
 
 ***Page
- 26***
 
 **GYK
Ventures, Inc.**
 Notes to
the Financial Statements
 December
31, 2004 and 2003
 
 NOTE
      5 -
    Equity
 
 In April
2001, the Company authorized a 10 for 1 reverse split of its common stock. The
financial statements have been retroactively restated to reflect the reverse
split.
 
 In April
2001, the Company issued 3,000 shares of its common stock for services valued at
$75,000.
 
 In May
2001, the Company issued 50,000 shares of its common stock to an officer of the
Company for services valued at $50,000.
 
 In May
2001, the Company issued 7,000 shares of its common stock for services valued at
$175,000.
 
 In July
2001, the Company issued 10,000 shares of its common stock for services valued
at $200,000.
 
 In
September 2001, the Company authorized a 100 for 1 reverse split of its common
stock. The financial statements have been retroactively restated to reflect the
reverse split.
 
 In
December 2001, the Company issued 2,000,000 shares of its common stock to an
officer of the Company for services valued at $20,000.
 
 In
December 2001, debt in the amount of $41,685 was forgiven by officers of the
Company.
 
 During
January 2002, the Company issued 500,000 shares of previously authorized but
unissued common stock for services rendered value at $125,000.
 
 During
      January 2002, the Company canceled 5,000 shares of common
      stock.
 
 During
      September 2002, the Company issued 400,000 shares of previously authorized
      but unissued common stock for reduction of debt valued at
      $80,000.
 
 During
September 2002, the Company authorized a ten for one (10:1) reverse split of its
common stock.
 
 In
October 2002, the Company issued 21,800,000 shares of common stock at $0.02 per
share for services rendered during the year at a total value of
$436,000.
 
 In
January 2003, the Company issued 20,000,000 shares of its common stock to an
officer of the Company for services valued at $400,000.
 
 NOTE
      6 -
    Available
      for Sale Securities
 
 As of
December 31, 2000, the estimated fair value of the securities was $415. The
unrealized loss of $12,185 has been recognized as an accumulated comprehensive
loss. During 2001, the investment was sold and the loss was
recognized.
 
 
  ***Page
- 27***