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

                                   FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended March 31, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from              to              .
                               ------------    -------------

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

Securities registered pursuant to Section 12(b) of the Act:  None.

Name of each exchange on which registered: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange Act during the  preceding 12 months (or such
shorter period of 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 [ ]

Check if there is no disclosure  of delinquent  filers to Item 405 of Regulation
S-B contained in this form, and if no disclosure will be contained,  to the best
of the Registrant=s  knowledge,  in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K. [ ]

State Issuer's Revenues for its most recent fiscal year: $48,970

The number of shares  outstanding  of the  Company's  $.00008  Par Value  Common
Stock, as of March 31, 2002 were 2,737,413 (post-split). The aggregate number of
shares  of the  voting  stock  held by  non-affiliates  on  March  31,  2002 was
1,019,724.  No public market exists and therefore,  market value for such shares
cannot be determined.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.


                                        1
<PAGE>


PART I

ITEM 1. BUSINESS

GENERAL

Pacific Realm,  Inc. (the "Company") was  incorporated in Delaware on August 26,
1968 as Continental  Convalescent Centers, Inc. The Company subsequently changed
its name to Century Convalescent Centers, Inc., National Health Services,  Inc.,
Carex  International,  Inc.  and Medica USA,  Inc. On July 6, 1984,  the Company
changed its name to "Pacific  Realm,  Inc." The Company was inactive and dormant
from 1990 through 2000. In 2000, the Company began limited  operations and began
seeking consulting  opportunities to advise companies interested in establishing
telecom  business  in the  Pacific  Rim as  well  as  South  America  and  other
less-developed areas of the world.

The Company was  previously  in the health care industry and briefly in the gold
mining  business.  Those  operations  were  ultimately  unsuccessful.  From 1989
through 2000, the Company had no revenues, operating profits or any identifiable
assets which could be attributable to any industry segment.

The Company's office is located at 13428 Maxella Avenue,  Suite #322, Marina del
Rey, CA 92092.

As of March 31, 2002, the Company had no employees.  The Company engages outside
independent  contractors to perform some of its  consulting  work and pays those
contractors directly.

Item 2. Properties.

The Company  presently  occupies  office space  provided by its  President at no
charge to the Company. The Company anticipates that this space is sufficient for
the near future.

Item 3. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.

There is no established public trading market for the Company's common stock. As
of March 31, 2002,  the Company had 2,737,413  shares of its common stock issued
and outstanding  (post-split),  of which 1,019,724 were held by  non-affiliates.
The  Company's  CUSIP  number is  694907304.  As of March 31,  2002,  there were
20,000,000  shares of common  stock  authorized,  par  value  $.00008,  of which
2,737,413 are issued and outstanding (post-split).  The Company has authorized a
total of 2,000,000  shares of preferred stock, par value $.001 and presently has
no shares of preferred stock issued and outstanding. The Company estimates there
are approximately  1,400 holders of the Company's common stock. In April,  2003,
the Company's  Board of Directors  approved a proposal to increase the Company's
capitalization  to  200,000,000  shares  of common  stock  and the  shareholders
subsequently approved this increase in capitalization. The Company implemented a
20-to-1 reverse stock split in June,  2002 and a forward split of  one-for-three
in late 2002. The numbers stated herein reflect these two corporate actions.

                                        2
<PAGE>


Item 6.  Management's Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE
-------------------------------------------------

When used in this Form 10-KSB, the words  "anticipated",  "estimate",  "expect",
and similar  expressions  are intended to identify  forward-looking  statements.
Such  statements are subject to certain  risks,  uncertainties  and  assumptions
including  the  possibility  that the Company  will fail to  generate  projected
revenues.  Should one or more of these risks or  uncertainties  materialize,  or
should  underlying   assumptions  prove  incorrect,   actual  results  may  vary
materially from those anticipated, estimated or projected.

The  following  discussion  of the  financial  condition,  changes in  financial
condition  and results of  operations  of the Company for the fiscal years ended
March 31,  2002 and  March  31,  2001  should  be read in  conjunction  with the
financial statements of the Company and related notes included therein.

RESULTS OF OPERATIONS

During the fiscal years ended March 31, 1990 through March 31, 2000, the Company
had no revenues and no operations.  In 2000, the Company began  operations after
several years of being  inactive/dormant.  The Company  appointed new management
and began offering its consulting  services to companies  interested in entering
the telecom industry in under-developed countries.

For the year ended March 31,  2002,  the Company  had  revenues of $48,970.  The
revenues  consisted of consulting income. For the year ended March 31, 2001, the
Company had revenues of $42,662 which  consisted of consulting  income.  For the
year ended  March 31,  2002,  the Company  had  expenses of $28,783  compared to
expenses of $42,617 for the year ended March 31, 2001.  The  Company's  expenses
for the year ended March 31, 2002  consisted  primarily of contract  services of
approximately  $21,000,  legal and professional fees of approximately $6,000 and
general and  administrative  fees of approximately  $2,000. The expenses for the
year  ended  March  31,  2001  consisted   primarily  of  contract  services  of
approximately $26,000 and legal and professional fees of approximately  $16,000.

The Company's net profit from operations  before income taxes for the year ended
March 31,  2002 was  $20,187  compared to a net profit of $45 for the year ended
March 31,  2001.  The net profit per share for the periods  ended March 31, 2002
and 2001 was nil for both periods.

At March 31, 2002, shareholder's equity (deficit) was ($6,060).

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At March 31, 2002,  the Company had negative  working  capital of  approximately
($6,000) which consisted of no assets and current  liabilities of  approximately
$6,000. At March 31, 2002, the Company had current  liabilities of approximately
$6,000 representing accounts payable.

The Company's  balance sheet as of March 31, 2002 reflects no assets and certain
liabilities  which the Company is  obligated  to pay.  Further,  there exists no
agreements  or  understandings  with  regard to loan  agreements  by or with the
Officers, Directors, principals, affiliates or shareholders of the Company.



                                        3
<PAGE>

The Company will  attempt to carry out its plan of business as discussed  above.
The  Company  cannot  predict to what extent its lack of  liquidity  and capital
resources will hinder its business plan.

Item 7.  Financial Statements.

Financial  statements  are audited and included  herein  beginning on Exhibit 1,
page 1 and are incorporated herein by this reference.

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

There  were no  disagreements  with  accountants  on  accounting  and  financial
disclosure during the relevant period.

Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers of the Company

The following table sets forth the names and ages of all directors and executive
officers  of the  Company  and all  persons  nominated  or  chosen  to  become a
director,  indicating  all  positions  and offices with the Company held by each
such person and the period during which he has served as a director:

The principal executive officers and directors of the Company are as follows:


Name                        Positions Held and Tenure
----                        -------------------------

Joseph Gutierrez            President, CFO and Director since 2002

The  Director  named  above  will  serve  until the next  annual  meeting of the
Company's stockholders. Thereafter, Directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the Board of Directors,  absent any employment  agreement,  of which
none  currently   exist  or  is   contemplated.   There  is  no  arrangement  or
understanding  between the  Directors  and Officers of the Company and any other
person  pursuant to which any  Director or Officer was or is to be selected as a
Director or Officer of the Company.

There is no family relationship between or among any Officer and Director.

The  Directors  and  Officers  of the  Company  will  devote  their  time to the
Company's  affairs on an "as needed"  basis.  As a result,  the actual amount of
time which each will devote to the Company's affairs is unknown and is likely to
vary substantially from month to month.

The Company has no audit or compensation committee.

Business Experience. The following is a brief account of the business experience
during at the least the last five years of the directors and executive officers,
indicating their principal  occupations and employment  during that period,  and
the  names  and  principal   businesses  of  the  organizations  in  which  such
occupations and employment were carried out.



                                        4
<PAGE>

JOSEPH GUTIERREZ. Mr. Gutierrez has an extensive background in technical
management and accounting. He has also been responsible for internal audits and
involved in preparing filings for the SEC. His efforts resulted in a company in
reorganization being able to complete its financing through negotiations with
banks and investors. Mr. Gutierrez successfully negotiated the mergers of four
corporations and completed investment placements to expand the projects of the
new entity. Mr. Gutierrez has appeared on behalf of companies and as a special
advisor before the IRS, the State Board of Equalization, workers compensation
board, and state labor board. Mr. Gutierrez also set-up and maintained a human
resources department and trained division managers for a 180 employee
international publicly traded company.

         From 1999 to 2002, Mr. Gutierrez served as CFO of WebCapital Ventures,
with operations in Florida and California. From 1997 to 1999, Mr. Gutierrez was
the controller of SaddleSprings Beverage Co. in Torrance, California.

         Mr.  Gutierrez  received  his Masters in Business  Taxation - Corporate
from Golden Gate  University.  He received  his  Bachelor of Science in Business
Administration  -  Accounting/Finance  from the California  State  University at
Northridge.

CONFLICTS OF INTEREST
---------------------

The  Officers and  Directors of the Company will devote only a small  portion of
their  time  to the  affairs  of  the  Company,  estimated  to be no  more  than
approximately  60  hours  per  month.  There  will be  occasions  when  the time
requirements of the Company's  business conflict with the demands of their other
business and investment activities.  Such conflicts may require that the Company
attempt to employ additional personnel.  There is no assurance that the services
of such  persons  will be  available  or that they can be  obtained  upon  terms
favorable to the Company.

There is no procedure  in place which would allow the Officers and  Directors to
resolve potential conflicts in an arms-length fashion. Accordingly, they will be
required to use their discretion to resolve them in a manner which they consider
appropriate.

Identification of Certain Significant Employees. The Company does not employ any
persons  who  make or are  expected  to make  significant  contributions  to the
business of the Company.

Item 10. Executive Compensation.

During fiscal 2002, and as of the date of the filing of this report, none of the
Company's officers were paid any compensation by the Company.

Compensation of Directors
-------------------------

No director receives or accrues any compensation for his services as a Director,
including committee participation and or special assignments.

Directors  are  entitled  to  reimbursement  for  reasonable  travel  and  other
out-of-pocket  expenses incurred in connection with attendance at meeting of the
Board of Directors.



                                        5
<PAGE>

The Company has no material bonus or profit-sharing plans pursuant to which cash
or  non-cash  compensation  is or may be  paid  to the  Company's  directors  or
executive officers except as described above.

The Company has no compensatory plan or arrangements,  including  payments to be
received from the Company,  with respect to any  executive  officer or director,
where such plan or arrangement  would result in any compensation or remuneration
being paid resulting from the resignation,  retirement or any other  termination
of  such  executive  officer's  employment  or from a  change-in-control  of the
Company or a change in such  executive  officer's  responsibilities  following a
change-in-control   and  the  amount,   including   all  periodic   payments  or
installments  where  the  value of such  compensation  or  remuneration  exceeds
$100,000 per executive officer.

During the last completed fiscal year, no funds were set aside or accrued by the
Company to provide  pension,  retirement  or similar  benefits for  Directors or
Executive Officers.

The Company has no written employment agreements.

Compensation  Pursuant to Plans.  Other than disclosed above, the Company has no
plan  pursuant to which cash or non-cash  compensation  was paid or  distributed
during the last fiscal  year,  or is proposed to be paid or  distributed  in the
future, to the individuals and group described in this item.

Compensation  of Directors.  Directors of the Company are entitled to reasonable
reimbursement  for their travel  expenses in attending  meetings of the Board of
Directors.

Termination  of Employment  and Change of Control  Arrangement.  Except as noted
herein, the Company has no compensatory plan or arrangements, including payments
to be received from the Company, with respect to any individual names above from
the latest or next preceding fiscal year, if such plan or arrangement results or
will result from the  resignation,  retirement or any other  termination of such
individual=s  employment  with the  Company,  or from a change in control of the
Company or a change in the individual=s  responsibilities  following a change in
control.

Section 16(a) Beneficial Ownership Reporting  Compliance.  During the year ended
March 31, 2002,  the following  persons were  officers,  directors and more than
ten-percent shareholders of the Company=s common stock:

Name                               Position                     Filed Reports
----                               --------                     -------------

Joseph Gutierrez                   Director, President, CFO     No
Maxwell Energy & Metals Ltd.       Shareholder                  No

Item 11. Security Ownership of Certain Beneficial Owners and Management.

There were 2,737,413  shares of the Company's common stock  (post-split)  issued
and  outstanding  on March  31,  2002.  No  preferred  shares  were  issued  and
outstanding at March 31, 2002. The following tabulates holdings of shares of the
Company by each person who,  subject to the above,  at the date of this  Report,
holds or record or is known by  Management  to own  beneficially  more than five
percent  (5%) of the Common  Shares of the  Company  and,  in  addition,  by all
directors and officers of the Company individually and as a group.


                                        6
<PAGE>


<TABLE>
<CAPTION>
---------------------------------------- -------------------------------- ------------------------------------------
Name and Address                         Number of Shares Owned           Percent of Beneficially Owned Shares
                                         Beneficially
---------------------------------------- -------------------------------- ------------------------------------------
<S>                                      <C>                              <C>
Joseph Gutierrez *                       0                                0.0%
13428 Maxella Ave #322
Marina del Rey, CA 92092
---------------------------------------- -------------------------------- ------------------------------------------
Maxwell Energy & Metals Ltd.             1,717,724                        62.75%
13428 Maxella Ave #322
Marina del Rey CA 92092
Woodland Hills CA 91364
---------------------------------------- -------------------------------- ------------------------------------------
All Directors and Executive Officers     0                                0.0%
as a Group (one person)
---------------------------------------- -------------------------------- ------------------------------------------
* Denotes officer or director
</TABLE>

Changes in Control.  There are no arrangements  known to the Company,  including
any pledge by any person of  securities  of the Company,  the operation of which
may at a subsequent date result in a change of control of the Company.

Item 12. Certain Relationships and Related Transactions.

The Company's President provides office space to it at no charge.

Item 13.  Exhibits and Reports on Form 8-K.

(a) Financial Statements and Schedules

The  following  financial  statements  and  schedules  are filed as part of this
report:

Independent Auditors' Report dated June 4, 2003
Balance Sheet for the Fiscal Year Ended March 31, 2002
Statements  of  Operations  for the Fiscal  Years  Ended March 31, 2002 and 2001
Statement of  Stockholders'  Equity (Deficit) For the Years Ended March 31, 2002
and 2001 Statements of Cash Flows For the Years Ended March 31, 2002 and 2001


Notes to Financial Statements

List of Exhibits

The following exhibits are filed with this report.

Financial Statements.

(b) There  were no Reports  filed on Form 8-K  during the fourth  quarter of the
Company's fiscal year ended March 31, 2002.

Pursuant to the  requirements of Section 13 or 15(d) 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.


June 20, 2003              PACIFIC REALM, INC.

                           /s/ Joseph Gutierrez
                           --------------------------------------------
                           Joseph Gutierrez, President, CFO, Director



                                        7
<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 annual report on Form 10-KSB of Pacific  Realm,
Inc.;

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

         4. The registrant's  other certifying officer and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 annual 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 annual report (the "Evaluation Date"); and

         (c)      presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  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 annual  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: June 20, 2003                 /s/ Joseph Gutierrez
                                    --------------------------------------------
                                    Name: Joseph Gutierrez
                                    Title: President and Chief Financial Officer




                                        8
<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 Annual Report of Pacific Realm,  Inc. on Form 10-KSB for
the period  ended  March 31,  2002 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 and
                                        Chief Financial Officer
Dated: June 20, 2003

<PAGE>




                               Pacific Realm Inc.

                                 March 31, 2002







                               Clyde Bailey, P.C.
                           Certified Public Accountant
                            10924 Vance Jackson #404
                            San Antonio, Texas 78230

<PAGE>



CLYDE BAILEY P.C.
----------------------------------------------------------------------------
                                                 Certified Public Accountant
                                                    10924 Vance Jackson #404
                                                    San Antonio, Texas 78230
                                                        (210) 699-1287 (ofc.)
                                         (888) 699-1287 (210) 691-2911 (fax)
                                                                      Member:
                                                 American Institute of CPA's
                                                      Texas Society of CPA's

Board of Directors
Pacific Realm Inc.



                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

I have audited the accompanying balance sheet of Pacific Realm Inc. (Company) as
of  March  31,  2002 and the  related  statement  of  operations,  statement  of
stockholders'  equity, and the statement of cash flows for the years ended March
31,  2002 and 2001 These  financial  statements  are the  responsibility  of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards in
the United States.  Those standards require that I plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes  examining on a test basis,  evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  I  believe  that my audit  provides  a  reasonable  basis  for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of March 31,2002 and
the results of its  operations  and its cash flows for the years ended March 31,
2002 and 2001 in conformity with accounting principles generally accepted in the
United States.


                                        /s/ Clyde Bailey P.C.
                                        ---------------------------
                                        Clyde Bailey P.C.

San Antonio, Texas
June 4, 2003



                                       F-1

<PAGE>


                               Pacific Realm Inc.
                                  Balance Sheet
                               As of March 31 2002



<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

<S>                                                     <C>             <C>
Current Assets
    Cash                                                       --
                                                        ---------
           Total Current Assets                                --



           Total Assets                                                 $      --
                                                                        =========

                                   LIABILITIES
                                   -----------

Current Liabilities
    Accounts Payable                                        6,060
                                                        ---------
           Total Current Liabilities                                        6,060


    Commitments and Contingencies


                              STOCKHOLDERS' EQUITY
                              --------------------

Preferred Stock
    2,000,000 authorized shares, par value $.001               --
    no shares issued and outstanding
Common Stock *                                                219

Additional Paid-in-Capital                                973,236
Accumulated Deficit                                      (979,515)
                                                        ---------

           Total Stockholders' Equity (Deficit)                            (6,060)
                                                                        ---------

           Total Liabilities and Stockholders' Equity                   $      --
                                                                        =========
</TABLE>

* Retroactively Restated


     The accompanying notes are integral part of the financial statements.

                                       F-2

<PAGE>

                               Pacific Realm Inc.
                             Statement of Operations


                                               -----------------------
                                                 For the Twelve Months
                                                    Ended March 31
                                                  2002         2001
                                               ----------   ----------
Revenues:
      Revenues                                 $   48,970   $   42,662
                                               ----------   ----------
           Total Revenues                      $   48,970   $   42,662

Expenses:
      Contract Services                            20,625       26,239
      Legal & Professional Fees                     6,060       16,378
      Operating Expenses                            2,098           --
                                               ----------   ----------

           Total Expenses                          28,783       42,617

           Net Income (Loss) from Operations   $   20,187   $       45

Provision for Income Taxes:

      Income Tax Benefit                               --           --
                                               ----------   ----------
           Net Income (Loss)                   $   20,187   $       45
                                               ==========   ==========

Basic Loss Per Common Share                            --           --
                                               ----------   ----------
Diluted Loss Per Common Share                          --           --
                                               ----------   ----------

Weighted Average number of Common Shares
      used in per share calculations *          2,734,068    2,734,068
                                               ==========   ==========


Retroactively Restated


      The accompanying notes are integral part of the financial statements.

                                       F-3

<PAGE>



                               Pacific Realm Inc.
                        Statement of Stockholders' Equity



<TABLE>
<CAPTION>
                                                             Preferred      Common
                                   Common       Preferred     $0.001       $0.00008      Paid-In    Accumulated  Stockholders'
                                   Shares        Shares      Par Value     Par Value     Capital      Deficit       Equity
                                 ------------  ------------ ------------  ------------ ------------ ------------ ------------
<S>                                <C>         <C>                  <C>         <C>      <C>         <C>           <C>
   Balance, March 31, 2000         2,737,413             -          $ -         $ 219    $ 973,236   $ (999,747)   $ (26,292)

   Net Income  (Loss)                                                                                        45           45
                                 ------------  ------------ ------------  ------------ ------------ ------------ ------------

   Balance, March 31, 2001         2,737,413 -           -            - -         219      973,236     (999,702)     (26,247)
                                 --------------------------------------------------------------------------------------------

   Net Income  (Loss)                                                                                    20,187       20,187
                                 ------------  ------------ ------------  ------------ ------------ ------------ ------------

   Balance, March 31, 2002         2,737,413 -           -            - -         219      973,236     (979,515)      (6,060)
                                 --------------------------------------------------------------------------------------------
</TABLE>


Retroactively Restated


      The accompanying notes are integral part of the financial statements.

                                       F-4

<PAGE>


                               Pacific Realm Inc.
                             Statement of Cash Flows


                                                   --------------------
                                                   For the Twelve Months
                                                      Ended March 31
                                                     2002        2001
                                                   --------    --------


Cash Flows from Operating Activities:

    Net Income (Loss)                              $ 20,187    $     45

    Changes in operating assets and liabilities:
    Accounts Payable                                  3,243          --
                                                   --------    --------

Net Cash Provided From  Operating Activities       $ 23,430    $     45


Cash Flows from Investing Activities:

    Capital Expenditures                                 --          --
                                                   --------    --------

Net Cash Used in Investing Activities              $     --    $     --
                                                   --------    --------


Cash Flows from Financing Activities:
    Payments on Notes Payable - Shareholder         (23,475)         --
                                                   --------    --------
Net Cash Provided for Financing Activities         $(23,475)   $     --
                                                   --------    --------

Net Increase (Decrease) in Cash                    $    (45)   $     45

Cash Balance,  Begin Period                              45          --
                                                   --------    --------

Cash Balance,  End Period                          $     --    $     45
                                                   ========    ========


Supplemental Disclosures:
    Cash Paid for interest                         $     --    $     --
    Cash Paid for income taxes                     $     --    $     --


      The accompanying notes are integral part of the financial statements.

                                       F-5

<PAGE>

                               Pacific Realm Inc.
                          Notes to Financial Statements

Note 1  -  Summary of Significant Accounting Policies
-----------------------------------------------------

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 March 31, 2001  (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.

Federal Income Tax
------------------
The Company has adopted the provisions of Financial  Accounting  Standards Board
Statement No. 109,  Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the  provisions of the Financial  Accounting  Standards  Board
Statement No. 109,  "Accounting  for Income Taxes",  which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary  differences  between the carrying
amounts and the tax basis of assets and liabilities.

Use of Estimates
----------------
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  on
contingent assets and liabilities at the date of the financial  statements,  and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Accounting Method
-----------------

The Company's  financial  statements  are prepared  using the accrual  method of
accounting.  Revenues are recognized when persuasive  evidence of an arrangement
exists,  delivery has  occurred,  the sales price is fixed or  determinable  and
collectibility is probable and expenses when incurred on the related  consulting
engagements. Fixed assets are stated at cost.

During 2000, the Company adopted the U.S.  Securities and Exchange  Commission's
("SEC") Staff Accounting Bulletin 101, "Revenue  Recognition" ("SAB 101"), which
provides guidance on the recognition, presentation, and disclosure of revenue in
financial  statements filed with the SEC. The adoption of SAB 101 did not have a
material  effect on the  Company's  business,  financial  condition,  results of
operations or cash flows. The Company believes that SAB 101 has been followed in
the recognition of revenues.




                                       F-6

<PAGE>

                               Pacific Realm Inc.
                          Notes to Financial Statements

Note 1  -  Summary of Significant Accounting Policies (con't)
-------------------------------------------------------------

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.

Comprehensive Income
--------------------
Statement  of  Financial   Accounting   Standards  (SFAS)  No.  130,  "Reporting
Comprehensive  Income,"  establishes  standards  for  reporting  and  display of
comprehensive  income,  its components and accumulated  balances.  Comprehensive
income is defined to include all changes in equity except those  resulting  from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized  under current
accounting  standards as  components  of  comprehensive  income be reported in a
financial  statement  that is  displayed  with  the  same  prominence  as  other
financial statements.  The Company does not have any assets requiring disclosure
of comprehensive income.

Impairment of Long-Lived Assets
-------------------------------
The Company  follows SFAS No. 121,  "Accounting  for  Impairment  of  Long-Lived
Assets and for Long-Lived Assets to be Disposed Of". The Statement requires that
long-lived assets,  liabilities and certain identifiable  intangibles to be held
and used by an entity be reviewed for impairment  whenever  events of changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.

Long-lived   assets  consist  primarily  of  property  and  equipment  and  note
receivable,  and  other  assets.  The  recoverability  of  long-lived  assets is
evaluated at the  operating  unit level by an analysis of operating  results and
consideration   of  other   significant   events  or  changes  in  the  business
environment. If an operating unit has indications of impairment, such as current
operating  losses,  the Company will evaluate whether  impairment  exists on the
basis of undiscounted expected future cash flows from operations before interest
for the remaining amortization period. If impairment exists, the carrying amount
of the long-lived  assets is reduced to its estimated fair value, less any costs
associated  with  the  final  settlement.  As of March  31,  2002  there  was no
impairment of the Company's long-lived assets.




                                       F-7

<PAGE>

                               Pacific Realm Inc.
                          Notes to Financial Statements

Note 1  -  Summary of Significant Accounting Policies (con't)
-------------------------------------------------------------

Recent Accounting Pronouncements
--------------------------------
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Company does not expect that there will be a
material impact from the adoption of SFAS No. 143 on its financial position,
results of operations, or cash flows.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived Assets".  SFAS No. 144 addresses financial accounting and
reporting for the  impairment or disposal of  long-lived  assets.  It supersedes
SFAS No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived  Assets  To  Be  Disposed  Of",  and  the  accounting  and  reporting
provisions of Accounting  Principles Board Statement  ("APB") 30, "Reporting the
Results of  Operations  -  Reporting  the  Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions",  for the  disposal  of a segment of a  business.  The  Company is
required to adopt SFAS No. 144 on October 1, 2002.  The Company  does not expect
that the adoption of SFAS No. 144 will have a material  effect on its  financial
position, results of operations or cash flows.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4,44 and 64,  Amendment of FASB  Statement No. 13, and  Technical  Corrections".
SFAS  No.  145   requires   the   classification   of  gains  and  losses   from
extinguishments  of debt as  extraordinary  items  only  if  they  meet  certain
criteria  for such  classification  in APB No.  30,  "Reporting  the  Results of
Operations,  Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary, Unusual, and Infrequently Occurring Events and Transactions". Any
gain or loss on  extinguishments  of debt classified as an extraordinary item in
prior  periods that does not meet the  criteria  must be  reclassified  to other
income or expense.  These  provisions  are effective for fiscal years  beginning
after  May  15,  2002.  Additionally,   SFAS  No.  145  requires  sale-leaseback
accounting for certain lease modifications that have economic effects similar to
sale-leaseback   transactions.   These  lease   provisions   are  effective  for
transactions  occurring  after May 15,  2002.  The  Company  does not expect the
adoption of SFAS No. 145 to have a material  effect on its  financial  position,
results of operations or cash flows.

In July 2002,  the FASB issued SFAS No. 146 , "Accounting  for Costs  Associated
with Exit or Disposal  Activities".  SFAS No. 146 replaces "Emerging Issues Task
Force Issue No. 94-3,  "Liability  Recognition for Certain Employee  Termination
Benefits and Other Costs to Exit an Activity  (including  Certain Costs Incurred
in a  Restructuring)".  SFAS No.  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 the standard  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 No. 146 is to
be applied prospectively to exit or disposal activities initiated after December
31,  2002.  The Company  does not expect the  adoption of SFAS No. 146 to have a
material effect on its financial position, results of operations or cash flows.


                                       F-8

<PAGE>

                               Pacific Realm Inc.
                          Notes to Financial Statements

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 March 31, 2002.

In August 2002, the Board of Directors authorized a 20 to 1 reverse split of the
Company's common stock.  The financial  statements as of March 31, 2002 and 2001
were retoractively adjusted to reflect the effect of this change,

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.

Note 3 - Income Taxes
---------------------

For the years ended March 31, 2002 and 2001,  the Company  recorded  minimal net
income  but has a net  operating  loss  carryforward  and  therefore  has no tax
liability.  The net deferred tax asset  generated by the loss  carryforward  has
been  fully  reserved.   The  cumulative  net  operating  loss  carryforward  is
approximately $196,000, and will expire in the years 2003 through 2021.

The  provision  for federal  income tax consists of the  following for the years
ended March 31;

                                    2001                         2000
                                -------------------------------------------
     Current Provision          $       - 0-                 $          -0-
     Deferred Provision                 - 0-                            -0-
                                -------------------------------------------
                                $       - 0-                 $          -0-
                                -------------------------------------------


Deferred income taxes consists of the following at March 31;

     Long-Term:
                                           2002                       2001
                                -------------------------------------------
     Deferred tax liability     $        25,554              $      32,418
     Valuation Allowance                (25,554)                   (32,418)
                                -------------------------------------------
                                $           -0-              $         -0-
                                -------------------------------------------

Note 4 -  Related Party Transactions
------------------------------------

The company neither owns nor leases any real or personal property. An officer of
the  corporation  provides  office  services  without  charge.  Such  costs  are
immaterial to the financial statements and accordingly,  have not been reflected
therein.  The  officers  and  directors  of the  Company  are  involved in other
business  activities  and may in the future  become  involved in other  business
opportunities.  If a  specific  business  opportunity  becomes  available,  such
persons  may face a conflict  in  selecting  between the Company and their other
business  interests.  The Company has not formulated a policy for the resolution
of such conflicts

                                       F-9