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, 2003

[ ] 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: $120,000

The number of shares  outstanding  of the  Company's  $.00008  Par Value  Common
Stock, as of March 31, 2003 were 2,737,413 (post-split). The aggregate number of
shares  of the  voting  stock  held by  non-affiliates  on  March  31,  2003 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, 2003, 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

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.

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, 2003,  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,  2003,  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,  2003 and  March  31,  2002  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, 2003,  the Company had  revenues of  $120,000.  The
revenues  consisted of consulting income. For the year ended March 31, 2002, the
Company had revenues of $48,970 which  consisted of consulting  income.  For the
year ended  March 31,  2003,  the Company  had  expenses of $37,054  compared to
expenses of $28,637 for the year ended March 31, 2002.  The  Company's  expenses
for the year ended March 31, 2003  consisted  primarily of contract  services of
approximately  $10,000, legal and professional fees of approximately $19,000 and
general and  administrative  fees of approximately  $8,000. The 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 expenses of approximately $2,000.

The Company's net profit from operations  before income taxes for the year ended
March 31,  2003 was  $82,946  compared  to a net profit of $20,333  for the year
ended March 31, 2002.  The net profit per share for the periods  ended March 31,
2003 and 2002 was nil for both periods.

At March 31, 2003,  shareholder's equity was $76,886 compared to a shareholders'
(deficit) of ($6,000).  This increase in shareholders'  equity resulted from the
Company's increasing profitability over the last three years, although there can
be no assurances that such a trend will continue.

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

At March 31,  2003,  the Company had working  capital of  approximately  $77,000
which  consisted  of  current  assets  of  approximately   $83,000  and  current
liabilities  of  approximately  $6,000.  The  Company's  assets are  composed of
accounts receivables of approximately $70,000 and cash of approximately $13,000.
The Company's  current  liabilities of approximately  $6,000 represent  accounts
payable.



                                        3
<PAGE>

The Company anticipates that its assets are sufficient to support its operations
over the next year assuming that the Company  collects its accounts  receivables
and continues to generate revenue to support its proposed plan of operations.

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,


                                       4
<PAGE>

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.

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 2003, 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.



                                       5
<PAGE>

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.

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, 2003,  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,  2003.  No  preferred  shares  were  issued  and
outstanding at March 31, 2003. 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 May 4, 2003  Balance  Sheet for the Fiscal
Years Ended  March 31, 2003 and 2002  Statements  of  Operations  for the Fiscal
Years Ended March 31, 2003 and 2002

Statement of  Stockholders'  Equity (Deficit) For the Years Ended March 31, 2003
and 2002  Statements  of Cash Flows For the Years  Ended March 31, 2003 and 2002
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, 2003.

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,  2003 as filed with the  Securities  and
Exchange Commission on the date hereof (the "Report"),  each of the undersigned,
in the capacities and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of his knowledge:

1. The Report fully complies with the  requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operation of the Company.

                                /s/ Joseph Gutierrez
                                --------------------------------
                                Joseph Gutierrez, President and
                                Chief Financial Officer
Dated: June 20, 2003

<PAGE>

                               Pacific Realm Inc.

                                 March 31, 2003









                               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, 2003 and the related statement of operations, statement of
stockholders' equity, and the statement of cash flows for the years ended March
31, 2003 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. The financial statements of the Company, as of March 31, 2003, were
audited by other auditors whose report is dated September 30, 2002 expressed an
unqualified opinion on those statements.

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 31,2003 and
the results of its operations and its cash flows for the years ended March 31,
2003 in conformity with accounting principles generally accepted in the United
States.

                                                /s/ Clyde Bailey P.C.
                                                ------------------------
                                                Clyde Bailey P.C.
San Antonio, Texas
May 4, 2003


                                       F-1

<PAGE>

                               Pacific Realm Inc.
                                  Balance Sheet


                                     ASSETS
                                     ------
                                                                March 31
                                                        ----------------------
                                                           2003         2002
                                                        ---------    ---------

Current Assets
    Cash                                                   12,989
    Receivables                                            70,000
                                                        ---------

           Total Current Assets                            82,989           --


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

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

Current Liabilities
    Accounts Payable                                        6,103        6,060
                                                        ---------    ---------
           Total Current Liabilities                        6,103        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          219

Additional Paid-in-Capital                                973,236      973,236
Accumulated Deficit                                      (896,569)    (979,515)
                                                        ---------    ---------

           Total Stockholders' Equity (Deficit)            76,886       (6,060)
                                                        ---------    ---------

           Total Liabilities and Stockholders' Equity   $  82,989    $      --
                                                        =========    =========

* 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
                                                  2003         2002
                                               ----------   ----------
Revenues:
      Revenues                                 $  120,000   $   48,970
                                               ----------   ----------
           Total Revenues                      $  120,000   $   48,970

Expenses:
      Contract Services                             9,750       20,625
      Legal & Professional Fees                    19,126        6,060
      Operating Expenses                            8,178        1,952
                                               ----------   ----------

           Total Expenses                          37,054       28,637

           Net Income (Loss) from Operations   $   82,946   $   20,333


Provision for Income Taxes:

      Income Tax Benefit                               --           --
                                               ----------   ----------

           Net Income (Loss)                   $   82,946   $   20,333
                                               ==========   ==========


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, 2001           911,356             -          $ -          $ 73    $ 973,382   $ (999,702)   $ (26,247)

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

   Balance, March 31, 2002           911,356             -            -             73      973,382     (979,515)      (6,060)
                                 --------------------------------------------------------------------------------------------

      January 10, 2003
      Forward Split 3 to 1         1,822,712                                      146         (146)

    Fractional Shares                  3,345                                        0            -

   Net Income  (Loss)                                                                                    82,946       82,946
                                 ------------  ------------ ------------  ------------ ------------ ------------ ------------

   Balance, March 31, 2003         2,737,413             -             -          219      973,236     (896,569)      76,886
                                 --------------------------------------------------------------------------------------------
</TABLE>


     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
                                                     2003        2002
                                                   --------    --------

Cash Flows from Operating Activities:

    Net Income (Loss)                              $ 82,946    $ 20,333

    Changes in operating assets and liabilities:
    Receivables                                     (70,000)         --
    Accounts Payable                                     43       3,097
                                                   --------    --------

Net Cash Provided From  Operating Activities       $ 12,989    $ 23,430

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                    $ 12,989    $    (45)

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

Cash Balance,  End Period                          $ 12,989    $     --
                                                   ========    ========


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, 2003 and 2002. 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, 2003 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, 2003 and 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, 2003 and 2002
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, 2003 and 2002, 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 $113,000, and will expire in the years 2003 through 2022.

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

                                     2003                    2002
                                   -------------------------------
Current Provision                  $   -0-              $      -0-
Deferred Provision                     -0-                     -0-
                                   -------------------------------
                                   $   -0-              $      -0-
                                   -------------------------------

Deferred income taxes consists of the following at March 31;

Long-Term:
                                         2003                2002
                                   --------------------------------
Deferred tax liability             $    2,650           $   25,554
Valuation Allowance                    (2,650)             (25,554)
                                   --------------------------------
                                   $      -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