Mail Stop 3561
March 16, 2006
Mr. Ken Meyer
President and Principal Financial Officer
CyPacific Trading Inc.
536 Cambie Street
Vancouver, British Columbia, Canada V6B 2N7
Re: CyPacific Trading Inc.
Form 20-F for Fiscal Year Ended April 30, 2005
Filed October 31, 2005
File No. 333-107199
Dear Mr. Meyer:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Please provide a written response to
our
comments. Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 20-F for the Fiscal Year Ended April 30, 2005
Controls and Procedures, page 20
1. You state that there were no changes in your "internal
controls"
or in other factors that could "significantly affect" your
controls
subsequent to the date of their evaluation. Item 308(c) of
Regulation S-K requires that you disclose any change in your
"internal control over financial reporting" identified in
connection
with the evaluation required by paragraph (d) of Exchange Act
Rules
13a-15 or 15d-15 that has "materially affected, or is reasonably
likely to materially affect, the registrant`s internal control
over
financial reporting." See also paragraph 4(d) of Regulation S-K,
Item 601, Exhibit 31. In future filings, please revise your
disclosure accordingly.
Exhibit 13
2. We note the certification you provide appears to be
inconsistent
with the requirements of Item 601(b)(31) of Regulation S-K. As
such,
it appears you may need to revise the language of paragraphs 4, 5
and
6 of the certification in future filings. With regard to
paragraph
4, note that your disclosure should reference the Securities
Exchange
Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15d-15(e).
Please refer to Release No. 33-8238 for an example certification,
at
http://www.sec.gov/rules/final/33-8238.htm. Also note that the
introductory language in paragraph 4 of the certification that
refers
to the certifying officers` responsibility for establishing and
maintaining internal over financial reporting for the company and
paragraph 4(b) may be omitted until such time that you are
required
to include management`s internal control report in your annual
report. You may wish to take this into consideration when
addressing
this comment. Refer to Release No. 33-8238, Item III.E., entitled
Discussion of Amendments Related to Certifications, Transition
Period, at http://www.sec.gov/rules/final/33-8238.htm#iiie.
Closing Comments
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments
after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Regina Balderas, Staff Accountant, at (202)
551-
3722 if you have questions regarding comments on the financial
statements and related matters. Please contact me at (202) 551-
3716
with any other questions.
Sincerely,
William Choi
Branch Chief
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Mr. Ken Meyer
CyPacific Trading Inc.
March 16, 2006
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