<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

[x]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended June 30, 2003

                          or

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from N/A to N/A

                         Commission File Number: 0-5014
                                                 ------

                               PACIFIC REALM, INC.
                               ------------------
                 (Name of Small Business Issuer in its charter)

         Delaware                                        95-2554669
         --------                                        ----------
(State or other jurisdiction of                          (IRS Employer
 incorporation or organization)                          Identification Number)

           13428 Maxella Avenue, Suite #322, Marina del Rey, CA 92092
               (Address of principal executive offices)(Zip Code)

Issuer's telephone number:  (310) 574-8555
                            --------------

Indicate by check mark if 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 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. x Yes ___ No

              APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
              PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. []Yes[]No

              APPLICABLE ONLY TO CORPORATE ISSUERS

State number of shares  outstanding  of each of the  issuer=s  classes of common
equity, as of the latest practicable date:

      Class                        Outstanding at June 30, 2003
Common Stock, $.00008                       2,737,413 shares
                                            ----------------
      par value                        Outstanding Securities

Transitional Small Business Disclosure Format (check one): Yes[] No[x]


<PAGE>



PACIFIC REALM, INC.

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

Financial  statements are unaudited and included herein beginning on page F1 and
are incorporated herein by this reference.


                                       2
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANT



To the Board of Directors
Pacific Realm, Inc.
(a Delaware corporation)


We have made a review of the balance sheet of Pacific Realm, Inc. as of June 30,
2003, and the related statements of operations for the three months period ended
June 30,  2003 and 2002 and the  statement  of cash  flows for the three  months
ended June 30, 2003 and 2002, in accordance  with the standards  established  by
the  American  Institute  of  Certified  Public  Accountants.   These  financial
statements are the responsibility of the Company's management.

A review of interim financial  information  consists principally of obtaining an
understanding   of  the  system  for  the   preparation  of  interim   financial
information, applying analytical review procedures to financial data, and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially  less in scope than an audit in accordance with generally accepted
auditing  standards,  the  objective  of which is the  expression  of an opinion
regarding  the financial  statements  taken as a whole.  Accordingly,  we do not
express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the consolidated  financial  statements referred to above for them to
be in conformity with generally accepted accounting principles.

We have audited, in accordance with generally accepted auditing  standards,  the
balance sheet as of March 31, 2003,  and the related  statements of  operations,
cash flows and changes in common  shareholders'  equity (deficit) for the period
then  ended ; and in our  report  dated May 4, 2003,  expressed  an  unqualified
opinion on those financial statements. In our opinion, the information set forth
in the  accompanying  balance sheet as of June 30, 2003, is fairly stated in all
material  respects  in  relation  to the  balance  sheet  from which it has been
derived.




                                                              Clyde Bailey P.C.

San Antonio, Texas
July 27, 2003




                                      F-1


<PAGE>

                               PACIFIC REALM INC.
                                 Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 JUNE 30     MARCH 31
                                                                                  2003         2003
                                                                                  ----         ----
<S>                                                                               <C>           <C>

                                          A S S E T S

Current Assets:
Cash                                                                           $  14,338    $  12,989
Prepaid Consulting Fees                                                            6,000    $       -
Accounts Receivable                                                               60,000       70,000
                                                                               ---------    ---------
             Total Current Assets                                                 80,338       82,989




                                                                               ---------    ---------
             Total Assets                                                      $  80,338    $  82,989
                                                                               =========    =========


        L I A B I L I T I E S  A N D  S T O C K H O L D E R S '  E Q U I T Y

Current Liabilities
Accounts Payable                                                               $   2,562    $   6,103

                                                                               ---------    ---------
             Total Current Liabilities                                             2,562        6,103

Commitments and Contigencies                                                           -            -


Stockholders' Equity
Preferred Stock,  $.0001 par value,  2,000,000 shares                                  -            -
         authorized;  none issued and outstanding
Common stock,  $.00008 par value,  200,000,000 shares                                219          219
         authorized; 2,737,413 shares issued and *
         outstanding
Additional paid-in capital                                                       973,090      973,090
Accumulated deficit                                                             (895,532)    (896,423)
                                                                               ---------    ---------


             Total Stockholders' Equity                                           77,777       76,886
                                                                               ---------    ---------

             Total Liabilities and Stockholders'  Equity                       $  80,339    $  82,989
                                                                               =========    =========

</TABLE>
         * - Retroactively Restated


                 See accompanying notes to Financial Statements.

                                       F-2
<PAGE>


                                 PACIFIC REALM
                            Statements of Operations
                                   (Unaudited)

                                               Three Months Ended
                                                     June 30
                                             -----------------------
                                                 2003        2002
                                             ----------   ----------

Revenues:
       Revenue                               $   30,000   $   30,000
                                             ----------   ----------

           Total revenues                        30,000       30,000

Operating Expenses:
       Legal & Professional                      25,376        9,554
       General and Administrative                 3,733        1,674
                                             ----------   ----------

                                                 29,109       11,228
                                             ----------   ----------

           Income (Loss) from operations            891       18,772
                                             ----------   ----------

Provision for Income Taxes:
       Income Tax Benefit (Expense)                   -            -



           Net Income (Loss)                 $      891   $   18,772
                                             ==========   ==========

Loss per common share:

           From operations                   $     0.00   $     0.01

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

Weighted average common shares outstanding    2,737,413    2,737,413
                                             ==========   ==========

           Retroactively Restated

                 See accompanying notes to Financial Statements.

                                       F-3

<PAGE>



                               PACIFIC REALM INC.
                            Statements of Cash Flows
                                   (Unaudited)

                                                            Three Months Ended
                                                                  June 30
                                                           --------------------
                                                             2003        2002
                                                           --------    --------

Cash Flows from Operating Activities:
Net Income                                                 $    891    $ 18,772


Adjustments to Reconcile  net loss to net cash
 provided by (used in)  operating
     activities:
        Changes in operating assets and liabilities:
           Accounts Receivable                               10,000     (17,500)
           Prepaid Consulting Fees                           (6,000)          -
           Accounts Payable                                  (3,542)          -

                                                           --------    --------
Net Cash provided by (used in) Operating Activities        $  1,349    $  1,272

Cash Flows from Investing Activities:
        Fixed Assets                                              -           -

                                                           --------    --------
Net Cash provided by (used in) Investing Activities        $      -    $      -

Cash Flows from Financing Activities:
        Loan Payable, stockholder                                 -           -

                                                           --------    --------
Net Cash provided by (used in) Financing Activities        $      -    $      -

Net Increase (Decrease) in cash and cash equivalents          1,349       1,272

Cash at beginning of year                                  $ 12,989    $      -
                                                           ========    ========

Cash at end of year                                        $ 14,338    $  1,272
                                                           ========    ========

Supplemental disclosure:
        Total interest paid                                $      -    $      -
                                                           ========    ========



                 See accompanying notes to Financial Statements.

                                      F-4
<PAGE>


                               Pacific Realm Inc.
                          Notes to Financial Statements

NOTE 1- BASIS OF PRESENTATION

GENERAL
The consolidated  unaudited  interim  financial  statements of the Company as of
June 30, 2003 and for the three  months  ended June 30, 2003 and 2002,  included
herein have been prepared in  accordance  with the  instructions  for Form 10QSB
under the  Securities  Exchange  Act of 1934,  as  amended,  and  Article  10 of
Regulation S-X under the Securities Act of 1933, as amended.  The March 31, 2003
Balance  Sheet was  derived  from  audited  financial  statements,  but does not
include all disclosures  required by generally accepted  accounting  principles.
Certain  information  and  note  disclosures   normally  included  in  financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted  pursuant to such rules and regulations  relating
to interim consolidated financial statements.

In the opinion of  management,  the  accompanying  unaudited  interim  financial
statements  reflect  all  adjustments,   consisting  only  of  normal  recurring
adjustments,  necessary to present fairly the financial  position of the Company
at June 30, 2003 and March 31, 2003, and the results of their operations for the
three  months  ended June 30, 2003 and 2002,  and their cash flows for the three
months ended June 30, 2003 and 2002.

The results of  operations  for such periods are not  necessarily  indicative of
results  expected for the full year or for any future  period.  These  financial
statements should be read in conjunction with the audited  financial  statements
as of March 31, 2003 and related  notes  included in the  Company's  Form 10-KSB
filed with the Securities and Exchange Commission

ORGANIZATION
Pacific Realm Inc. ("the Company") was incorporated  under the laws of the State
of Delaware in 1968 for the purpose to promote and carry on any lawful  business
for  which a  corporation  may be  incorporated  under  the laws of the State of
Delaware. The company has a total of 200,000,000 authorized common shares with a
par value of $.00008 and  2,000,000  preferred  shares with a par value of $.001
per share  and with  2,713,413  common  shares  issued  and  outstanding  and no
preferred  shares  issued and  outstanding  as of June 30,  2003  (retroactively
restated).  The Company filed an amendment of its  Certificate of  Incorporation
with the State of Delaware to increase  the  authorized  shares from  20,000,000
authorized common shares to 200,000,000  authorized shares and to change its par
value from $.0001 to $.00008 in March 2003.









                 [ THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]



                                       F-5

<PAGE>

                               Pacific Realm, Inc.
                          Notes to Financial Statements

NOTE 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
ACCOUNTING METHOD

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. Revenues are recognized when consulting engagements have been earned
and completed and expenses when incurred on the related consulting  engagements.
Since the  consulting  engagements  are usually less than one year,  the Company
recognizes its revenues when the engagements are completed.  This method is used
because the typical  contract  is  completed  in six months or less and does not
contain  a refund  provision  in the  contract..  An  engagement  is  considered
complete when all costs except  significant  items have been incurred.  Revenues
from time contracts are recognized currently as the work is performed. Losses on
contract are recognized by expenses the actual expenses on the completed job.

EARNINGS PER COMMON SHARE
The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which  simplifies the  computation  of earnings per share  requiring the
restatement of all prior periods.

Basic  earnings  per share are  computed  on the basis of the  weighted  average
number of common shares outstanding during each year.

Diluted  earnings per share are  computed on the basis of the  weighted  average
number of common shares and dilutive securities outstanding. Dilutive securities
having an  anti-dilutive  effect on diluted earnings per share are excluded from
the  calculation.  The Company does not have any dilutive  securities as of June
30, 2002.

NOTE 2  -  COMMON STOCK

The company has a total of  200,000,000  authorized  common shares and 2,000,000
preferred shares with a par value of $.00008 per share and with 2,737,068 common
shares issued and outstanding and no preferred  shares issued and outstanding as
of June 30, 2003.

In August 2002, the Board of Directors authorized a 20 to 1 reverse split of the
Company's  common stock. In January 2003, the Board of Directors  authorized a 3
to 1 forward  split of the Company's  common  stock.  The result of this forward
split increased the outstanding shares from to 911,356 outstanding common shares
to 2,737,413 outstanding common shares after adjusting for fractional shares.











                                      F-6

<PAGE>

                               Pacific Realm Inc.
                          Notes to Financial Statements

NOTE 3 - COMMITMENT AND CONTINGENCIES

The Company has not recognized any commitments or contingencies at this time.

NOTE 4 - SUBSEQUENT EVENTS

There are no  subsequent  events  that  warrant  disclosure  in these  financial
statements.
















                 [ THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]




                                      F-7


<PAGE>

BASIS OF PRESENTATION

The accompanying unaudited financial statements are presented in accordance with
generally accepted accounting  principles for interim financial  information and
the  instructions to Form 10-QSB and Item 310 under subpart A of Regulation S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
The  accompanying  statements  should be read in  conjunction  with the  audited
financial  statements  for the year  ended  March 31,  2003.  In the  opinion of
management,  all  adjustments  (consisting  only of normal  occurring  accruals)
considered  necessary in order to make the financial  statements not misleading,
have been included.  Operating  results for the three months ended June 30, 2003
are not  necessarily  indicative  of results  that may be expected  for the year
ending March 31, 2004.  The  financial  statements  are presented on the accrual
basis.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Except  for  disclosures  that  report the  Company's  historical  results,  the
statements  set forth in this  section are  forward-looking  statements.  Actual
results  may differ  materially  from  those  projected  in the  forward-looking
statements.  Additional  information  concerning  factors  that may cause actual
results to differ materially from those in the forward-looking statements are in
the Company's annual report on Form 10-KSB for the year ended March 31, 2003 and
in the Company's  other  filings with the  Securities  and Exchange  Commission.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which  speak only as of the date  hereof.  The  Company  assumes no
obligation to update any  forward-looking  statements or comments on the reasons
why actual results may differ therefrom.

Results of Operations

The Company  realized a net profit of $891 from  operations  for the three month
period  ended June 30,  2003  compared  to a gain of $18,772 for the three month
period  ended June 30,  2002.  The  difference  in results  for this three month
period as compared to the prior year is due to the Company's increased legal and
professional  fees for the  quarter  which  were  incurred  to make the  Company
current in its reporting obligations. For the three month periods ended June 30,
2003 and 2003,  the Company had  revenues  of  $30,000,  composed of  consulting
income.  The net profit per share for the three month period ended June 30, 2003
was nil per share  compared  to a net gain per share of $.01 for the three month
period ended June 30, 2002.

The Company had costs and expenses of approximately  $29,000 for the three month
period  ended June 30,  2003  compared to costs and  expenses  of  approximately
$11,200 for the three month period ended June 30, 2002.  The Company's  expenses
consist of legal and professional fees and general and administrative expenses.

The Company's  assets at June 30, 2003 were  approximately  $80,000  compared to
assets of approximately  $83,000 at March 31, 2003. The difference is due to the
Company's operations which resulted in higher expenses this quarter, which the


                                       3
<PAGE>



Company paid, resulting in lower accounts payable at the end of the quarter than
at the  start  of the  quarter.  At June  30,  2003.  the  Company  had  cash of
approximately $14,000, $6,000 in prepaid consulting fees and accounts receivable
of $60,000 compared to cash of approximately  $13,000 and accounts receivable of
$70,000 at March 31,  2003.  The  Company's  liabilities  at June 30,  2003 were
approximately $2,500, comprised of accounts payable,  compared to liabilities of
approximately  $6,000,  comprised of accounts  payable,  at March 31, 2003.  The
Company's  current  liabilities at June 30, 2003 and March 31, 2003 consisted of
accounts payable of approximately $2,500 and $6,000, respectively.

Total  shareholders'  equity increased from $76,886 at March 31, 2003 to $77,777
at June 30, 2003.

Liquidity and Capital Resources

As of June 30, 2003, the Company had working  capital of  approximately  $78,000
consisting of $80,338 in current assets and $2,562 in current  liabilities.  The
Company  had  working  capital  of  approximately  $77,000  at  March  31,  2003
consisting of current assets of $82,989 and $6,103 in current  liabilities.  The
Company has adequate working capital for its current operations.

Effect of Inflation

Inflation did not have any  significant  effect on the operations of the Company
during the three months ended June 30, 2003. Further,  inflation is not expected
to have any significant effect on future operations of the Company.

New Accounting Pronouncements

In April 2002, the FASB approved for issuance Statements of Financial Accounting
Standards No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of
SFAS 13, and Technical  Corrections"  ("SFAS 145").  SFAS 145 rescinds  previous
accounting guidance,  which required all gains and losses from extinguishment of
debt be classified as an extraordinary  item. Under SFAS 145  classification  of
debt  extinguishment  depends on the facts and circumstances of the transaction.
SFAS 145 is effective for fiscal years  beginning  after May 15, 2002 and is not
expected  to have a  material  effect on the  Company's  financial  position  or
results of its operations.

In July 2002, the FASB issued Statements of Financial  Accounting  Standards No.
146,  "Accounting for Costs Associated with Exit or Disposal  Activities"  (SFAS
146).  SFAS 146 requires  companies to recognize  costs  associated with exit or
disposal  activities  when  they  are  incurred  rather  than  at the  date of a
commitment  to an exit or disposal  plan.  Examples of costs covered by SFAS 146
include lease  termination  costs and certain employee  severance costs that are
associated with a restructuring, discontinued operation, plant closing, or other
exit or disposal  activity.  SFAS 146 is to be applied  prospectively to exit or
disposal activities  initiated after December 31, 2002. The adoption of SFAS 146
is not expected to have a material effect on the Company's financial position or
results of its operations.

In December 2002, the FASB issued Statements of Financial  Accounting  Standards
No. 148 "Accounting for Stock-Based  Compensation--Transition and Disclosure--an
amendment of FASB Statement No. 123." This  Statement  amends FASB Statement No.
123, Accounting for Stock-Based Compensation,  to provide alternative methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  In addition,  this Statement amends the
disclosure  requirements  of Statement 123 to require  prominent  disclosures in
both annual and interim financial  statements about the method of accounting for
stock- based employee compensation and the effect of the method used on reported


                                       4
<PAGE>



results.  The adoption of SFAS 148 is not expected to have a material  effect on
the Company's financial position or results of its operations.

Inflation

The  Company's  results of  operations  have not been  affected by inflation and
management  does  not  expect  inflation  to have a  significant  effect  on its
operations in the future.

ITEM 3.   CONTROLS AND PROCEDURES

Based on the evaluation of the Company's  disclosure  controls and procedures by
Mr. Joseph  Gutierrez,  both the chief  executive  officer and chief  accounting
officer of the  company,  as of a date within 90 days of the filing date of this
quarterly  report,  such officer has  concluded  that the  Company's  disclosure
controls and procedures are effective in ensuring that  information  required to
be disclosed  by the Company in the reports  that it files or submits  under the
Securities  and  Exchange  Act of 1934,  as  amended,  is  recorded,  processed,
summarized and reported,  within the time period specified by the Securities and
Exchange Commission's rules and forms.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their  evaluation,  including any corrective  actions with regard to significant
deficiencies and material weaknesses.

                            PART II OTHER INFORMATION

Items 1, 2, 3, 4 an 5 are Inapplicable

Item No. 6 B Exhibits and Reports on Form 8-K

(a) No  reports on Form 8-K were filed  during the three  months  ended June 30,
2003.

(b) Exhibits

None.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                     PACIFIC REALM, INC.


Date August 5, 2003                                  /s/ Joseph Gutierrez
                                                     --------------------------
                                                     Joseph Gutierrez, CEO, CFO


                                       5
<PAGE>



                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

CERTIFICATION

I, Joseph Gutierrez, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Pacific Realm,  Inc.;
2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of 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 quarterly
report; 3. Based on my knowledge, the financial statements,  and other financial
information  included in this quarterly  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 quarterly  report;  4.
The registrant's  other certifying officer and I am responsible for establishing
and maintaining  disclosure  controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we 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 quarterly report is being prepared;
         (b) evaluated the effectiveness of the registrant's disclosure controls
and  procedures as of a date within 90 days of the filing date of this quarterly
report (the "Evaluation Date"); and
         (c)  presented  in this  quarterly  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 officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  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.  6. The registrant's  other certifying officer and I have indicated in
this quarterly report whether or not 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.

Date: August 5, 2003                                 /s/ Joseph Gutierrez
                                                     --------------------
                                                     Joseph Gutierrez, President



                                       6
<PAGE>


                            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 Quarterly  Report of Pacific Realm,  Inc. on Form 10-QSB
for the period  ended June 30, 2003 as filed with the  Securities  and  Exchange
Commission on the date hereof (the "Report"),  each of the  undersigned,  in the
capacities and on the dates indicated  below,  hereby  certifies  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that to the best of his 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 operation of the Company.

/s/ Joseph Gutierrez
---------------------------
Joseph Gutierrez, President
Dated: August 5, 2003


                                       7
<PAGE>