SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

    [X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                        For Quarter Ended: March 31, 2005

                                       OR

     [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                 Commission File Nos: 814-00633  and  000-28027
                                      ---------       ---------

                            PACIFIC PEAK INVESTMENTS
                            -------------------------

             (Exact name of registrant as specified in its charter)

              Nevada                                    90-0093439
    -------------------------                   ------------------------
    (State  of  Incorporation)                  (I.R.S.  Employer  I.D.)

               12607 Hidden Creek Way, Suite S, Cerritos, CA 90703
               ---------------------------------------------------
     (Address of principal executive offices and principal place of business)

                                 (562) 623-4040
                                 --------------
                         (Registrant's Telephone Number)

                                 Pacific Crest Investments
(formerly Bluetorch Inc.)
                                 --------------------------
                                       (Former Names)

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 a period that the registrant was required
to  file such reports), and (2) has been subject to such filing requirements for
the  past  90  days.  Yes  [X]  No  [  ]

As of May 12, 2005, the registrant had a total of 472,900 shares of common stock
issued  and  outstanding.

<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S>                                                                                                  <C>
PART  I     FINANCIAL  INFORMATION                                                                    PAGE

Item  1:    Financial Statements                                                                       1-9
Item  2:    Management's Discussion and Analysis of Financial Condition and Results of Operations       10
Item  3:    Quantitative and Qualitative Disclosures About Market Risk                                  11
Item  4:    Controls and Procedures                                                                     12

PART  II    OTHER  INFORMATION

Item  1:    Legal Proceedings                                                                           12
Item  2:    Unregistered Sales of Equity Securities and Use of Proceeds                                 12
Item  3:    Defaults Upon Senior Securities                                                             12
Item  4:    Submission of Matters to a Vote of Security Holders                                         12
Item  5:    Other Information                                                                           12
Item  6:    Exhibits                                                                                    13

SIGNATURES
</TABLE>

                        PART I  -  FINANCIAL  INFORMATION

ITEM  1:  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                                                        PACIFIC PEAK  INVESTMENTS

                                                        CONDENSED BALANCE SHEETS
<S>                                          <C>                                      <C>
                                              March 31, 2005                           December 31, 2004
                                              --------------                           -----------------
                                                (Unaudited)
ASSETS

  Investments in portfolio companies           $  386,478                               $      377,478
  Cash                                              9,106                                       43,466
  Deferred financing costs                              -                                       28,125
  Deposits & prepaid expenses                       5,557                                       49,006
  Property & equipment, net                        21,538                                       25,720

                                              --------------                           -----------------
                                                $ 422,679                               $      523,795
                                              ==============                           =================

LIABILITIES  AND  STOCKHOLDERS'  EQUITY

Liabilities
  Accounts payable & accrued expenses             161,364                               $      118,970
  Loans payable to related parties                 20,000                                            -
  Convertible debentures, net of discount                                                        8,824
                                              --------------                           -----------------
          Total liabilities                       181,364                                      127,794
                                              --------------                           -----------------

Stockholders' equity
  Convertible preferred series A,
    $0.001 par value; 400,000 shares                     -                                            -
    authorized; 0 shares issued and
    outstanding
  Convertible preferred series B,
    $0.001 par value; 610,000 shares
    authorized; 140,500 and 190,000
    shares issued and outstanding                     140                                          190
    at March 31, 2005 & December 31, 2004,
    respectively
  Convertible preferred series C,
    $0.001 par value; 10,000,000 shares
    authorized; 10,000,000 shares issued
    and outstanding                                10,000                                       10,000
  Common stock, $0.001 par value;
    950,000,000 shares authorized;
    542,961,709 and 464,740,114
    shares issued and outstanding at
    March 31, 2005 and December 31, 2004,
    respectively                                   542,962                                     464,740
  Common stock held in escrow                      (20,000)                                    (69,643)
  Common stock subscriptions receivable             (9,600)                                     (9,600)
  Additional paid in capital                     8,188,812                                   7,951,858
  Accumulated deficit                           (8,470,999 )                                (7,951,544)
                                              --------------                           -----------------
         Total stockholders' equity                241,315                                     396,001
                                              --------------                           -----------------
                                              $    422,679                              $      523,795
                                              ==============                           =================

The accompanying notes form an integral part of these financial statements.
</TABLE>

                                                                1

<TABLE>
<CAPTION>
                                                          PACIFIC PEAK  INVESTMENTS

                                              SCHEDULE OF INVESTMENTS IN PORTFOLIO COMPANIES
                                                                (Unaudited)

                                                              March 31, 2005

<S>                                   <C>                              <C>            <C>          <C>          <C>
                                          Description                   Percent                     Fair
Company                                   of Business                   Ownership      Cost        Value        Affiliation


Unboxed Distribution, Inc.            Extreme Sports Apparel              100%          $ -           $ -        (1) Yes

Total Sports Distribution, Inc.       Extreme Sports Apparel              100%          $ -           $ -        (1) Yes

Island Tribe, Inc.                    Extreme Sports Apparel               51%          $386,478      $386,478     (1) Yes
                                                                                        --------      --------
Investments in portfolio companies                                                      $386,478      $386,478
                                                                                        ========      ========
<FN>
(1) Fair value was determined by the Company's board of directors - refer to Note  2  for  further  explanation  of  the  Company's
methods of determining fair values.

The  accompanying  notes  form  an  integral  part  of  these  financial  statements.
</TABLE>

                                                       2

<TABLE>
<CAPTION>
                                                               PACIFIC PEAK INVESTMENTS

                                                            CONDENSED STATEMENTS OF OPERATIONS
                                                                      (UNAUDITED)

<S>                                                  <C>                             <C>
                                                     THREE MONTHS                    THREE MONTHS
                                                         ENDED                           ENDED
                                                     MARCH 31, 2005                  MARCH 31, 2004
                                                    ---------------                 ---------------
REVENUES                                              $        -                      $        -
                                                    ---------------                 ---------------

EXPENSES

  General and administrative                             (519,455)                        (395,713)
                                                    ---------------                 ---------------

  Total expenses                                         (519,455)                        (395,713)
                                                    ---------------                 ---------------
Net loss                                              $  (519,455)                      $ (395,713)
                                                    ===============                 ===============

Basic and diluted - loss per share                    $     (2.70)                      $    (4.58)
                                                    ===============                 ===============

Weighted average common shares -
  basic and diluted                                        192,069                          86,355
                                                    ===============                 ===============

The accompanying notes form an integral part of these financial statements.
</TABLE>
                                                               3


<TABLE>
<CAPTION>


                                                           PACIFIC PEAK  INVESTMENTS

                                                          CONDENSED STATEMENTS OF CASH FLOWS

                                              FOR THE THREE MONTHS ENDED MARCH 31, 2005 and 2004
                                                                  (Unaudited)


<S>                                                                   <C>                            <C>
                                                                        2005                             2004
                                                                    --------------                   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                            $  (519,455)                    $ (395,713)

  Adjustments to reconcile net loss to net cash used in
  operating activities:
     Costs associated with converting stock at a discount                       -                        124,250
     Depreciation and amortization expense                                  4,182                              -
     Amortization of deferred financing costs                              28,125                              -
     Amortization of beneficial conversion feature                        234,926                              -
     Legal expense associated with conversion of Series B                       -                          2,950
     Shares issued for settlement of interest on Series B                       -                         50,000

Changes in operating assets and liabilities:

      Deposits and prepaid expenses                                       43,449                          (5,557)
      Accounts payable and accrued expenses                               42,394                         (58,195)
      Loans payable                                                          -                           (12,000)
                                                                    --------------                   ------------
        Net cash used in operating activities                           (166,379)                      (294,265)
                                                                    --------------                   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Payments advanced to portfolio investment companies                  (9,000)                       (294,554)
                                                                    --------------                   ------------
        Net cash used in investing activities                             (9,000)                       (294,554)
                                                                    --------------                   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from issuance of common stock                                 -                         747,050
    Redemption of Series B                                                     -                         (30,000)
    Proceeds from issuance of convertible debentures                      50,000                                -
    Additional proceeds from sale of common stock in prior year           91,019                                -
                                                                    --------------                   ------------

        Net cash provided by financing activities                        141,019                         717,050
                                                                    --------------                   ------------

Net increase / (decrease) in cash                                        (34,360)                        128,231

Cash and cash equivalents, beginning of period                            43,466                             517
                                                                    --------------                   ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                              $    9,106                      $  128,748
                                                                    ==============                   ============

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

   Conversion of preferred series B to common stock                   $      50                      $         -

   Common stock  issued upon conversion of convertible debentures     $  273,750                     $         -

                                                                 4

The accompanying notes form an integral part of these financial statements.
</TABLE>

                        NOTES TO THE FINANCIAL STATEMENTS

(1)  DESCRIPTION  OF  BUSINESS

Organization  and  Business

Mercury Software, a Nevada corporation, was incorporated on January 29, 1997 and
its  name was changed to MedEx Corp. on June 24, 2002. Aussie Apparel Group Ltd.
("Aussie  Apparel"  or "the Company"), a Nevada corporation, was incorporated on
August  26,  2002. In October 2002, MedEx Corp. issued an aggregate of 6,500,000
(pre-stock  split) shares of its common stock to the shareholders of the Company
in  connection  with  the merger of the Company with MedEx Corp., whose name was
then  changed  to  "Aussie  Apparel  Group  Ltd"  on October 21, 2002. Since the
shareholders  of  the Company became the controlling shareholders of MedEx Corp.
after  the  exchange,  the  Company  was  treated as the acquirer for accounting
purposes.  Accordingly,  the  financial  statements,  as  presented here are the
historical  financial  statements of the Company and include the transactions of
MedEx  Corp. only from the date of acquisition, using reverse merger accounting.

The  Company's  name  was  changed  to  Bluetorch Inc. (hereinafter "Bluetorch")
effective  November  3,  2003.

On  June  19,  2003, the Company became a "Business Development Company" ("BDC")
pursuant  to  applicable  provisions  of the Investment Company Act of 1940 (the
"Investment  Company  Act").

On  March  12,  2005,  the  Company  and  one  of  its  wholly-owned  portfolio
investments,  Unboxed Distribution, Inc., signed a Mutual Settlement and Release
Agreement  with  Gotcha  Brands Inc., the Bluetorch licensor, and this agreement
requires  Unboxed  Distribution,  Inc.  to  cease  the selling and marketing of
Bluetorch  apparel.  In  keeping with this agreement, the Company also agreed to
change  its  corporate  name  by  April  20,  2005.

Subsequent  to March 31, 2005 and in accordance with the above Mutual Settlement
and  Release  Agreement,  the  Company  amended its articles of incorporation to
implement  a  name change of the Company; effective April 25, 2005 the Company's
new  name became "Pacific Crest Investments" (hereinafter the "Company") and its
common  stock  began  trading  under  this  new name with a new exchange symbol.

Subsequent  to  March  31,  2005  and  following  the public announcement of the
Company's  new  name, the Company received notice that another corporation had a
name  similar  to  Pacific  Crest  Investments.  In  the  interests  of avoiding
potentially prolonged and expensive litigation, the Company agreed to change its
name  from  Pacific Crest Investments. Effective May  5, 2005, the Company's new
name  is   Pacific  Peak  Investments (hereinafter the "Company").

On  March  22,  2005,  the  Company  and  one  of  its  wholly-owned  portfolio
investments,  Total  Sports  Distribution,  Inc., signed a Mutual Settlement and
Release  Agreement with Collective Licensing International, LLC, the licensor of
the  Airwalk  apparel  brand,  and  this  agreement  requires  Total  Sports
Distribution,  Inc.  to  cease  the  selling  and  marketing of Airwalk apparel.

Based  on  the Company's integration and management strategies, the Company will
operate  on a non-consolidated basis. Operations of the portfolio companies will
be  reported  at the subsidiary level and only the appreciation or impairment of
these  investments  in  portfolio  companies  will  be included in the Company's
financial  statements.

Condensed  Financial  Statements
The  accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include only normal
recurring  adjustments) necessary to present fairly the financial position as of
March  31,  2005  and  the  results of operations and cash flows for all periods
presented  have  been  made.

Certain  information  and  footnote  disclosures  normally included in financial
statements  prepared in accordance with accounting principles generally accepted
in  the  United Sates of America have been condensed or omitted. It is suggested
that  these  condensed  financial  statements  be  read  in conjunction with the
financial  statements  and  notes thereto included in the Company's December 31,
2004  audited  financial  statements on Form 10-K. The results of operations for
the  three-month  periods  ended  March  31,  2005  and 2004 are not necessarily
indicative  of  the  operating  results  for  the  full  years.

Reclassifications
Certain  reclassifications have been made to the prior year financial statements
to  conform  to  the  current  year  presentation.

                                      5

Going  Concern
The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a going concern, which contemplates, among other things, the
realization  of  assets  and satisfaction of liabilities in the normal course of
business.  As  of  March  31, 2005, the Company had no revenues and incurred net
losses  totaling  $8,470,999   for the period from August 26, 2002 (inception)
through  March  31,  2005.  Additionally,  as of March 31, 2005, the Company had
negative  working  capital  of  $172,258.  These  factors,  among  others, raise
substantial  doubt  about  the Company's ability to continue as a going concern.
The  Company  intends  to  fund  operations  through  debt  and equity financing
arrangements  which  management believes may be insufficient to fund its capital
expenditures,  working  capital  and other cash requirements for the fiscal year
ending  December  31,  2005.  Therefore, the  Company  will be required to seek
additional  funds to finance its long-term operations. The successful outcome of
future  activities  cannot  be determined at this time and there is no assurance
that if achieved, the Company will have sufficient funds to execute its intended
business  plan  or  generate  positive  operating  results.

Management  plans  to  take  the  following steps in response to these problems:

     -  Revenue
     It  has  been  determined  that, as an investment company, the Company will
     only  invest in/acquire cash flow positive and profitable businesses. It is
     intended that these entities will have good growth potential as a result of
     access  to  capital  and/or  additional  management  acumen.

     As  part  of  this  strategic  process, the Company will look beyond action
     sports  apparel  for acquisition opportunities so as to include all apparel
     and  footwear  businesses  as  well  as  entities in other consumer product
     categories  that have the potential for a positive return on investment. It
     is  believed  that  this  new  direction  will both reduce the risk for the
     Company  and  its  shareholders as well as provide the best opportunity for
     long-term  shareholder  value.

     Regarding  two  of  the  Company's  portfolio  investment companies , Total
     Sports  Distribution, Inc. and Unboxed Distribution, Inc., it is clear that
     profitability  in  both entities is not possible in the near future. In the
     three  months  ended  March  31,  2005,  the  Company  has  signed Mutual
     Settlement  and  Release  Agreements to cease the licensing agreements with
     the  licensors for the Airwalk and Bluetorch labels. There were significant
     future guaranteed royalty amounts payable by the Company in accordance with
     the existing licensing agreements of these two investments and so it was in
     the  best  interests  of  the Company to mitigate the substantial potential
     losses.  Accordingly,  it  has  been  determined that it is not in the best
     interests  of the Company's shareholders to continue the flow of capital to
     these  two  subsidiaries.

     The  Company  will,  however,  continue to fund and invest in Island Tribe,
     Inc.,  a  portfolio  investment  company  in which we own 51% of the issued
     common  stock.

     -  Financing
     On June 19, 2003, Bluetorch Inc. filed an Offering Circular that authorizes
     the Company to raise up to $3,000,000 via sale of its common stock. Through
     March  31, 2005, the Company has raised $2,267,057 against this limit. This
     sum  includes  both  cash  proceeds  and  conversion  of  debt.

     On June 24, 2004, the Company filed a new Offering Circular that authorized
     the  Company  to  raise  up  to  $5,000,000  via  sale of its common stock.

     On October 18, 2004 and on November 1, 2004 the Company filed amendments to
     the  June  24,  2004 Offering Circular, reducing the minimum offering share
     price  to  $0.004  and  $0.0035, respectively.

     On  March  15,  2005, the Company filed an additional amendment to the June
     24,  2004  Offering  Circular, reducing the minimum offering share price to
     $0.001.  As of March 31, 2005, the Company has raised $912,600 against this
     Offering  Circular.

     On  April  27,  2005, the Company filed an additional amendment to the June
     24,  2004  Offering  Circular,  with  a new minimum offering share price of
     $0.05.

Whereas the Company believes it will be successful with its plans, due to market
factors  and  economic conditions, no assurance can be given that financing will
be  available  on  favorable  terms  or  at  all.

The  financial  statements  do  not  include  any  adjustments  related  to
recoverability  and classification of the carrying amounts of assets or the
amounts  and  classification  of  liabilities  that might result should the
Company  be  unable  to  continue  as  a  going  concern.

                                   6

(2)  INVESTMENTS
Island  Tribe,  Inc.
As  noted  above,  the Company purchased a 51% interest in Island Tribe, Inc., a
surf  apparel  company.  The  consideration  for  this  investment was $372,000,
consisting of 30,000,000 restricted common shares in Bluetorch Inc. being issued
at  a  per-share  price  of  $0.0124. The effective date of this transaction was
August  1, 2004. Over the next 4 years, this purchase agreement provides for the
Company to receive an additional 24% ownership of Island Tribe, Inc. The Company
is  obligated to pay certain royalty commissions on future sales of Island Tribe
product for the duration of the agreement, which commenced in 2004 and concludes
in 2016. These royalty commissions range from 8% in 2004 to 2% in 2016, and only
become  due  and  payable  each year when annual sales of $372,000 are achieved.

Valuation  of  Investments
As  required  by the SEC's Accounting Series Release ("ASR") 118, the investment
committee  of the Company is required to assign a fair value to all investments.
To  comply  with  Section  2(a) (41) of the Investment Company Act and Rule 2a-4
under the Investment Company Act, it is incumbent upon the board of directors to
satisfy  themselves  that  all  appropriate  factors  relevant  to  the value of
securities  for  which  market  quotations  are  not readily available have been
considered  and  to  determine  the method of arriving at the fair value of each
such security. To the extent considered necessary, the board may appoint persons
to  assist  them  in  the  determination  of  such  value and to make the actual
calculations  pursuant to the board's direction. The board must also, consistent
with  this responsibility, continuously review the appropriateness of the method
used in valuing each issue of security in the Company's portfolio. The directors
must  recognize  their  responsibilities  in  this matter and whenever technical
assistance  is requested from individuals who are not directors, the findings of
such individuals must be carefully reviewed by the directors in order to satisfy
themselves  that  the  resulting  valuations  are  fair.

No  single standard for determining "fair value in good faith" can be laid down,
since  fair  value  depends upon the circumstances of each individual case. As a
general  principle,  the  current  "fair  value" of an issue of securities being
valued  by  the  board of directors would appear to be the amount that the owner
might  reasonably  expect  to  receive for them upon their current sale. Methods
that  are in accord with this principle may, for example, be based on a multiple
of  earnings,  or a discount from market of a similar freely traded security, or
yield  to  maturity  with  respect to debt issues, or a combination of these and
other methods. Some of the general factors that the directors should consider in
determining  a  valuation  method for an individual issue of securities include:
1) the fundamental analytical data relating to the investment, 2) the nature and
duration  of restrictions on disposition of the securities, and 3) an evaluation
of the forces which influence the market in which these securities are purchased
and  sold.  Among the more specific factors which are to be considered are: type
of  security,  financial  statements, cost at date of purchase, size of holding,
discount  from market value of unrestricted securities of the same class at time
of  purchase,  special  reports  prepared  by  analysis,  information  as to any
transactions  or  offers  with  respect  to  the  security,  existence of merger
proposals  or tender offers affecting the securities, price and extent of public
trading  in  similar  securities of the issuer or comparable companies and other
relevant  matters.

The  board  has  arrived  at the following valuation method for its investments.
Where  there  is not a readily available source for determining the market value
of  any  investment,  either because the investment is not publicly traded or is
thinly  traded and in absence of a recent appraisal, the value of the investment
shall  be  based  on  the  following  criteria:

1.  Total  amount  of  the Company's actual investment ("AI"). This amount shall
include  all  loans,  purchase  price of securities and fair value of securities
given  at  the  time  of  exchange.
2.  Total  revenues  for  the  preceding  twelve  months  ("R").
3.  Earnings  before  interest,  taxes  and  depreciation  ("EBITD")
4.  Estimate  of  likely  sale  price  of  investment  ("ESP")
5.  Net  assets  of  investment  ("NA")
6.  Likelihood  of  investment  generating  positive  returns  (going  concern).

The  estimated  value  of  each  investment  shall  be  determined  as  follows:

-  Where no or limited revenues or earnings are present, then the value shall be
the  greater  of the investment's a) net assets, b) estimated sales price, or c)
total  amount  of  actual  investment.
-  Where  revenues  and/or  earnings  are  present,  then the value shall be the
greater of one-time (1x) revenues or three times (3x) earnings, plus the greater
of  the  net  assets  of  the  investment  or  the  total  amount  of the actual
investment.
-  Under  both  scenarios, the value of the investment shall be adjusted down if
there  is  a  reasonable expectation that the Company will not be able to recoup
the investment or if there is reasonable doubt about the investment's ability to
continue  as  a  going  concern.

                                      7

Based  on  the previous methodology, the Company determined that its investments
in  its  portfolio companies should be valued at  March  31,  2005  as  follows:

    -     Unboxed  Distribution,  Inc.
          Unboxed  has  been  valued  at  $0  due  to the Company's decision to
          discontinue  the flow of capital to this entity. The sales for Unboxed
          were  progressing  slowly  and  not fast enough to justify the minimum
          royalties  due  in  2005  ($130,000) and 2006 ($300,000). On March 12,
          2005,  Unboxed  and  Bluetorch  signed a Mutual Settlement and Release
          Agreement with  the licensor of the Bluetorch label. The write down in
          the investment in Unboxed for the year ended December 31, 2004 totaled
          $927,154.

    -     Total  Sports  Distribution,  Inc.
          Total  Sports  has been valued at $0, due to the Company's decision to
          discontinue the flow of capital to this entity. It had become apparent
          that  the anticipated revenue flow for 2005 was not progressing at the
          rate  the board of directors and management anticipated and would fall
          well  short  of expectations. As the board of directors and management
          looked  at  the Company's contractual royalty minimums for the Airwalk
          label  for  2005  and beyond, it became clear that the Company was not
          going to be able to meet the revenue objectives from which the royalty
          minimums  were  based.  These  minimums  were $920,000 in 2005 with an
          additional  $3,960,000  due  between  2006 and 2008. In addition, this
          situation  was  going  to  negatively  impact Total Sports' ability to
          market  and sell the TSABrand label. As previously noted, on March 22,
          2005,  Total  Sports  and  Bluetorch  signed  a  Mutual Settlement and
          Release  Agreement  with  the licensor of the Airwalk label. The write
          down in the investment in Total Sports for the year ended December 31,
          2004  totaled  $484,658.

    -     Island  Tribe,  Inc.
          Island Tribe has been valued $386,478, being the price of $372,000, as
          per  the  Stock  Purchase  Agreement  dated  August  20,  2004,  plus
          additional  cash  investments by the Company during the fourth quarter
          of  2004 and the first quarter of 2005. The Company is continuing with
          Island  Tribe  since  it  is  not  subject  to  any guaranteed minimum
          royalties,  unlike  Unboxed  and  Total  Sports.

(3)  EQUITY

Common Stock:
-------------
During  the  three  months  ended March 31, 2005, the Company issued 0 shares of
common  stock  for  cash  per  its  Offering  Circulars.

On  November  8,  2004,  the Company issued a convertible debenture of $187,500,
convertible  at the holder's option into common shares at a price of $0.0035 per
share.  All  principal  is  due on the maturity date of November 8, 2006 and the
interest rate is 9.15%. The Company received net proceeds totaling $125,063, net
of  deferred  financing  costs of $28,125 and prepaid interest totaling $34,312.
During the three months ended March 31, 2005, the debenture holder converted the
final  $56,250  of  the  debenture  into  16,071,429  shares  of  common  stock.

On  December  14,  2004, the Company issued a convertible debenture of $187,500,
convertible  at the holder's option into common shares at a price of $0.0035 per
share.  All  principal  is due on the maturity date of December 14, 2006 and the
interest rate is 9.15%. The Company received net proceeds totaling $125,063, net
of  deferred  financing  costs of $28,125 and prepaid interest totaling $34,312.
During the three months ended March 31, 2005, the debenture holder had converted
the  entire  $187,500  of  the debenture into 53,571,430 shares of common stock.

On  March  17,  2005,  the Company issued a convertible debenture in a principal
amount  of  $50,000, convertible into 50,000,000 common shares. During the three
months  ended  March  31,  2005,  the  debenture holder converted $30,000 of the
debenture  into 30,000,000 shares of common stock. Subsequent to March 31, 2005,
the  debenture  holder had converted the remaining $20,000 of the debenture into
20,000,000  shares  of  common  stock.

On  April 27, 2005, the Company filed an additional amendment  to  the  June 24,
2004  Offering  Circular,  with  a  new  minimum  offering share price of $0.05.

Preferred  Stock:
-----------------
The Company is authorized to issue up to 50,000,000 shares of preferred stock at
$0.001  par  value. As of March 31, 2005 the Company has issued the following
shares:

Convertible  series  A preferred stock ("Series APS"), 400,000 shares originally
authorized;  none  issued  and  outstanding.

These shares were issued in connection with an Asset Purchase Agreement and were
cancelled  in connection with the rescission of the transactions contemplated by
the  Asset  Purchase  Agreement  in  November  2003.

Convertible  series  B  preferred  stock  ("Series  BPS"),  610,000  shares
authorized;140,500  issued  and  outstanding.

The holders of the Series BPS are entitled to receive dividends on the number of
shares  of  Series BPS, which are converted into shares of Company common stock,
at  the  dividend  rate  of  6% of the conversion price for the number of shares
converted,  payable  in cash or in common stock. The dividend rate is based upon
the  ten  (10)  day average of the lowest closing bid price prior to the date of
conversion  ("Market  Price").

                                       8

The  Series  BPS are convertible into common stock based upon a conversion price
equal to the number of shares being converted divided by 80% of the Market Price
described  in  the preceding paragraph. All shares of Series B outstanding three
(3) years from the date of issuance shall automatically be converted into common
stock  based  upon  the  foregoing  formula.

Series BPS have preferred treatment upon liquidation of the Company. The holders
of  Series  BPS are entitled, upon liquidation, dissolution or winding up of the
Company,  to receive 120% of the outstanding unconverted principal amount of the
Series  BPS before the holders of common shares and any other class or series of
preferred  stock.

Series  BPS  have  preferred  treatment  upon  liquidation  of  the  Company.

Series  BPS  holders  are  entitled  to  one  vote  per  share  of  Series  BPS.

Series  BPS,  voting  together  as  a  class,  have  the  right to elect one (1)
director.

Subsequent  to  December 31, 2004, holders of Series BPS converted 49,500 shares
of  Series  BPS  into  28,221,581  common  shares.

Convertible  series  C  preferred  stock  ("Series  CPS"),  10,000,000  shares
authorized;  10,000,000  issued  and  outstanding.

The  holders  of  the  Series  CPS are not entitled to receive dividends and are
convertible into common stock of the Company in an amount equal to the number of
Series  CPS  being  converted.  In connection with any reorganizations, merger,
consolidation  or sale of assets involving the Company, the number of Series CPS
shares  outstanding  and  the  number  of  shares of Common Stock into which the
Series  CPS  are  convertible  will  not  be  affected  by  any  such  capital
reorganization.

There  is  no  liquidation  preference  for  Series  CPS  holders.

Series  CPS,  voting  together  as  a  class,  have  the  right to elect two (2)
directors  but  have  no  other  voting  rights.


(4)  LOSS  PER  SHARE

Subsequent  to  March 31, 2005, a 2500-to-1 reverse stock split became effective
for  the  Company's  common stock (see Note 5). In accordance with Statements of
Financial  Accounting  Standards  No.  128  Earnings  Per Share, as amended, the
per-share  computations below reflect such changes in the number of shares.  The
following  is  a  reconciliation of the numerators and denominators of the basic
and diluted earnings per share computations for the three months ended March 31,
2005  and  2004:

<TABLE>
<CAPTION>



<S>                                                                             <C>              <C>
                                                                                2005              2004
                                                                                ----              ----


 Numerator for basic and diluted loss per share:
 Net loss                                                                      $(519,455 )        $(395,713)

Denominator for basic and diluted loss per share:
 Weighted average shares (assuming retroactive 2500-to-1 reverse stock split     192,069             86,355


Basic and diluted loss per share                                                $   (2.70 )        $   (4.58)
</TABLE>




(5)  SUBSEQUENT  EVENTS

Equity  transactions
In  April   2005,  276,900 shares of Series C Preferred Stock ("Series CPS")
were  converted  into  276,900  common  shares.

Reverse  split  of  common  stock
On  March  29,  2005,  the  Company  announced  that  its board of directors has
approved  a  2500-to-1  reverse  stock  split  of  the  Company's  common stock.

Subsequent  to  March  31,  2005,  the reverse split became effective on Monday,
April  18, 2005. The new share certificates, evidencing the reverse stock split,
will  be issued by the company's transfer agent when certificates are physically
surrendered, by issuing one new share for every two thousand five hundred shares
surrendered, or if part of the DTC System, shares will be automatically adjusted
on  the  same  basis.  Fractional  shares  will be issued in connection with the
reverse  split.  Following the reverse split, the company's ticker symbol on the
OTC-BB  changed.

                                     9

Consistent  with the acquisition strategy and following the above reverse split,
the  board of directors had instructed management to discuss with the holders of
Series  CPS  the voluntary conversion of approximately 250,000 Series CPS shares
into  common  stock;  the  objective of this process would be to obtain majority
shareholder  approval for the Company to (i) amend its articles of incorporation
to  increase the authorized capital, if required, to allow the Company to obtain
the  required  additional  capital  to pursue its acquisition strategy; and (ii)
amend  the  articles  of  incorporation  to  change  the name of the Company, in
accordance  with  the  settlement agreement between Unboxed Distribution, Inc, a
wholly-owned  subsidiary of the Company, and Gotcha Brands Inc., the licensor of
the Bluetorch label. The Series CPS have anti-dilution protection that precludes
a  reverse  split  of  the Series CPS, even though all common shares are reverse
split.  There  were  a  total  of  10,000,000  shares  of  Series CPS issued and
outstanding  at  March 31, 2005. As of May 12, 2005, there were 9,723,100 shares
of  Series  CPS  issued  and  outstanding.


ITEM  2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

This  information  statement  contains  forward-looking  statements.  For  this
purpose,  any  statements contained herein that are not statements of historical
fact  may be deemed to be forward-looking statements. These statements relate to
future  events  or to the Company's future financial performance. In some cases,
you  can  identify  forward-looking  statements  by  terminology  such as "may",
"will",  "should",  "expects",  "plans", "anticipates", "believes", "estimates",
"predicts",  "potential",  "continue"  or  the  negative  of such terms or other
comparable  terminology. These statements are only predictions. Actual events or
results  may  differ  materially. There are a number of factors that could cause
our  actual  results  to  differ  materially  from  those  indicated  by  such
forward-looking  statements.

Although  we  believe  that  the  expectations  reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity, performance or achievements. Moreover, we do not assume responsibility
for  the  accuracy  and  completeness of such forward-looking statements. We are
under  no duty to update any of the forward-looking statements after the date of
this  information  statement  to  conform such statements to actual results. The
foregoing  management's  discussion  and  analysis should be read in conjunction
with  the  Company's  financial  statements  and  the  notes  herein.

Critical  Accounting  Policies  and  Estimates
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations section discusses the Company's financial statements, which have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets  and liabilities at the date of the financial statements and the reported
amounts  of  revenues  and  expenses during the reporting period. On an on-going
basis,  management  will  evaluate  its estimates and judgments, including those
related to revenue recognition, valuation of investments in portfolio companies,
accrued expenses, financing operations, contingencies and litigation. Management
will  base  its  estimates and judgments on historical experience and on various
other  factors  that  are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of
assets  and liabilities that are not readily apparent from other sources. Actual
results  may  differ  from  these  estimates  under  different  assumptions  or
conditions.  The  most  significant  accounting  estimates  inherent  in  the
preparation  of our financial statements include estimates as to the appropriate
carrying  value of certain assets and liabilities which are not readily apparent
from  other  sources, such as the investment in portfolio companies and deferred
tax  asset  valuation.  These  accounting  policies  are  described  at relevant
sections  in  this  discussion  and  analysis  and  in  the  "Notes to Financial
Statements" included in our Annual Report on Form 10-K for the fiscal year ended
December  31,  2004.

Results of Operations

For the three months ended March 31, 2005, the Company has incurred an operating
loss  of  $519,455. The loss consists primarily of interest related to financing
activities  of  $306,500,  salaries  and  wages  of $42,308, consulting fees for
investment  banking,  investor  relations  and legal of $64,764 and write-off of
advances  to  portfolio  investment  companies  of  $91,132.

The  loss  for  the  three  months  ended March 31, 2004 was $395,713. The major
differences  between  the results of operations for the three months ended March
31,  2005 and 2004 are the interest costs and write-off of advances to portfolio
investment  companies  in  the first quarter of 2005 less reduced payroll costs.

Liquidity  and  Capital  Resources
We  had  cash  totaling  $9,106 as of March 31, 2005. Our other assets primarily
consist of investments in portfolio companies of $386,478. Total assets at March
31,  2005  were  $422,679.  At March 31, 2005 our total liabilities of $181,364,
which  were represented by $161,364 of accounts payable and accrued expenses and
$20,000  of  convertible  debentures.

                                     10

As  of  March  31,  2005,  the  Company  had no revenues and incurred net losses
totaling  $8,470,999  for  the  period  from August 26, 2002 (inception) through
March  31,  2005.  Additionally,  as of March 31, 2005, the Company had negative
working  capital  of  $172,258.  These  factors, among others, raise substantial
doubt  about  the  Company's ability to continue as a going concern. The Company
intends  to fund operations through debt and equity financing arrangements which
management  believes  may  be  insufficient  to  fund  its capital expenditures,
working  capital and other cash requirements for the fiscal year ending December
31,  2005.  Therefore,  the Company will be required to seek additional funds to
finance  its  long-term  operations. The successful outcome of future activities
cannot  be  determined  at this time and there is no assurance that if achieved,
the  Company will have sufficient funds to execute its intended business plan or
generate  positive  operating  results.

Our  Plan  of  Operation  for  the  Next  Twelve  Months
As  stated above, it has been determined that, as an investment company, we will
only  invest  in/acquire  cash  flow  positive  and profitable businesses. These
entities will have good growth potential as a result of access to capital and/or
additional  management  acumen.

As  part  of  this strategic process, the Company will look beyond action sports
apparel  for acquisition opportunities so as to include all apparel and footwear
businesses  as  well  as entities in other consumer product categories that have
the  potential  for  a positive return on investment. The board of directors and
management  believe  that  this  new direction will both reduce the risk for the
Company  and  its  shareholders  as  well  as  provide  the best opportunity for
long-term  shareholder  value.

Regarding  two  of  the  Company's  portfolio  investments  ,  Total  Sports
Distribution,  Inc.  and  Unboxed  Distribution,  Inc.,  it  is  clear  that
profitability in both entities is not possible in the near future. Subsequent to
December  31,  2004,  the  Company  has  signed  Mutual  Settlement  and Release
Agreements  to cease the licensing agreements with the licensors for the Airwalk
and  Bluetorch  labels. There were significant future guaranteed royalty amounts
payable  by  the Company in accordance with the existing licensing agreements of
these  two  portfolio  investments  and  so  it was in the best interests of the
Company  to  mitigate the substantial potential losses. Accordingly, it has been
determined that it is not in the best interests of the Company's shareholders to
continue  the  flow  of  capital to these two portfolio investment companies and
that  these  investments  be  written-off  as  of  December  31,  2004.

The  Company will, however, continue to fund and invest in Island Tribe, Inc., a
portfolio  investment  in  which we own 51% of the issued and outstanding common
stock.

The  directors and management have determined that, as a BDC, future investments
will  be focused on companies that have entry-level positive cash flow financial
statements.  Additionally,  the  investments  must have the potential for growth
based  on existing core factors, additional capital infusion if required and, if
necessary,  the  introduction  of  an  experienced  management  team  that has a
reasonable  expectation  of  expanding  the  existing  business.

Management  will  be reviewing acquisition opportunities to include all consumer
products categories to provide for a diversification in an expanded portfolio of
investment  companies.  It is believed that this new direction will increase our
ability  to  obtain  additional capital, reduce the risk for the Company and its
shareholders  as  well as provide the best opportunity for long-term shareholder
value.

Off Balance Sheet Arrangements

None.


Contractual Obligations

                                  Total                     Less than 1 year
                                 -------                    ----------------
Convertible Debenture            $20,000                    $20,000


ITEM  3:  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

Our  business  activities  contain  elements  of risk. We consider the principal
types  of risk to be portfolio valuations and fluctuations in interest rates. We
consider  the  management  of  risk  essential  to  conducting  our  businesses.
Accordingly, our risk management systems and procedures are designed to identify
and analyze our risks, to set appropriate policies and limits and to continually
monitor  these  risks  and  limits  by  means  of  reliable  administrative  and
information  systems  and  other  policies  and  programs.

As  a  BDC,  we  plan  to  invest in liquid securities including debt and equity
securities of primarily private companies. Our investments are generally subject
to  restrictions on resale and generally have no established trading market. Our
policy  is to value substantially all of our investments at fair value. There is
no  single  standard  for  determining  fair  value  in good faith. As a result,
determining  fair  value requires that judgment be applied to the specific facts
and  circumstances  of  each portfolio investment while employing a consistently
applied  valuation  process  for  the  types  of  investments  we  make.

                                    11

We  determine  fair  value  to  be  the  amount for which an investment could be
exchanged  in  an  orderly  disposition over a reasonable period of time between
willing parties other than in a forced or liquidation sale. Our valuation policy
considers  the  fact  that  no  ready market exists for substantially all of the
securities  in  which  we  invest. Our valuation policy is intended to provide a
consistent basis for determining the fair value of the portfolio. We will record
unrealized  depreciation  on investments when we believe that an equity security
is  doubtful,  or  when  the  enterprise value of the company does not currently
support  the  cost  of our debt or equity investment. Conversely, we will record
unrealized  appreciation if we believe that the underlying portfolio company has
appreciated in value and, therefore, our equity security has also appreciated in
value.  The  values of any investments in public securities are determined using
quoted  market  prices  discounted for restrictions on resale. Without a readily
ascertainable market value and because of the inherent uncertainty of valuation,
the  fair value of our investments in our portfolio companies determined in good
faith  by  the  board of directors may differ significantly from the values that
would  have  been  used  had  a ready market existed for the investments and the
differences  could  be  material.

In  addition,  the  illiquidity of our existing investments may adversely affect
our  ability  to  dispose  of debt and equity securities at times when it may be
otherwise  advantageous for us to liquidate such investments. In addition, if we
were  forced  to  immediately  liquidate  some  or all of the investments in the
portfolio  companies, the proceeds of such liquidation may be significantly less
than  the  current  value  of  such  investments.

Because  we  may  borrow  money  to  make investments, our net investment income
before net realized and unrealized gains or losses, or net investment income, is
dependent upon the difference between the rates at which we borrow funds and the
rate at which we invest these funds. As a result, there can be no assurance that
a  significant  change in market interest rates will not have a material adverse
effect  on  our  net investment income. In periods of rising interest rates, our
cost  of  funds would increase, which would reduce our net investment income. We
may  use a combination of long-term and short-term borrowings and equity capital
to  finance  our  investing  activities.

ITEM  4:  CONTROLS  AND  PROCEDURES

Evaluation  of  Controls  and  Procedures
The  Company's  board of directors and management, including the Chief Executive
Officer ("CEO") and Chief Financial Officer ("CFO"), evaluated the effectiveness
of the design and operation of the Company's disclosure controls and procedures,
as  defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that
evaluation,  the  Company's board of directors and management, including the CEO
and CFO, concluded that, as of March 31, 2005, the Company's disclosure controls
and  procedures  were  effective  in  alerting  management  on a timely basis to
material  Company  information  that  would  be  required  to be included in our
periodic  filings  with  the  SEC.

Based on their most recent evaluation as of the Evaluation Date, the CEO and the
CFO  have  also  concluded  that  the  other  controls  and procedures, that are
designed  to  ensure  that  information required to be disclosed in our periodic
filings  with  the  SEC,  are  adequate.

Changes  in  Internal  Control
There  were  no significant changes made in the Company's internal controls over
financial  reporting,  during  the  quarter  ended  March  31,  2005,  that have
materially  affected,  or  are  reasonably  likely  to  materially affect, these
internal  controls.  Thus,  no  corrective  actions,  with regard to significant
deficiencies  or  material  weaknesses,  were  necessary.

PART  II  -  OTHER  INFORMATION

ITEM  1:  LEGAL  PROCEEDINGS
None


ITEM  2:  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During  the  quarter  ended  March  31, 2005, the Company issued an aggregate of
78,221,595  shares  of  its  common  stock.

ITEM  3:  DEFAULTS  UPON  SENIOR  SECURITIES
None


ITEM  4:  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
None


ITEM  5:  OTHER  INFORMATION
None

                                          12

ITEM  6:  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  PEAK   INVESTMENTS


      May  12,  2005                 By:/s/  Bruce  MacGregor
                                          -------------------------------
                                             Bruce  MacGregor,  President