SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB

Annual Report Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

For the fiscal year ended: December 31, 2006

Commission File No. 333-138332

PROJECT DEVELOPMENTPACIFIC, INC.

(Exact name ofregistrant as specified in its charter)

**
Nevada
20-0936313
(State or other jurisdiction of incorporation or    organization)
(IRS Employer Identification No.)
 

9815 Cawley Street

Chilliwack, BC

Canada V2P 4K8

(Address of principalexecutive offices)

 

Issuer's telephonenumber: (604) 702-5604

 

Securities registeredunder Section 12(b) of the Exchange Act:

 

Securities registered under Section 12(g) of the Exchange Act:

Common stock

Check whether the issuer (1) filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the past 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. [X] Yes [ ]No

Check if there is no disclosure of delinquent filers in response to Item 405or Regulation S-B contained in this form, and no disclosure will be contained,to the best of registrant's knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-KSB or anyamendment to this Form 10-KSB [ ]

Indicate by checkmark whether the registrant is a shell company (as definedin Rule 12b-2 of the Exchange Act). [X] Yes [ ] No

State issuer's revenues for its most recent fiscal year: $0.00

State the aggregate market value of the voting and non-voting common equityheld by non-affiliates computed by reference to the price at which the commonequity was sold, or the average bid and asked price of such common equity, as ofa specified date within the past 60 days. $0.00

State the number of shares outstanding of each of the issuer's classes ofcommon equity, as of the latest practicable date. As of March 16, 2007, theissuer had 22,500,000 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated herein by reference.

Transitional Small Business Issuer Format Yes [ ] No [X]

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this annual report on Form 10-KSB contain or maycontain forward-looking statements that are subject to known and unknown risks,uncertainties and other factors which may cause actual results, performance orachievements to be materially different from any future results, performance orachievements expressed or implied by such forward-looking statements. Theseforward-looking statements were based on various factors and were derivedutilizing numerous assumptions and other factors that could cause our actualresults to differ materially from those in the forward-looking statements. Thesefactors include, but are not limited to, our ability to consummate a merger orbusiness combination, economic, political and market conditions andfluctuations, government and industry regulation, interest rate risk, U.S. andglobal competition, and other factors. Most of these factors are difficult topredict accurately and are generally beyond our control. You should consider theareas of risk described in connection with any forward-looking statements thatmay be made herein. Readers are cautioned not to place undue reliance on theseforward-looking statements, which speak only as of the date of this report.Readers should carefully review this annual report in its entirety, includingbut not limited to our financial statements and the notes thereto. Except forour ongoing obligations to disclose material information under the Federalsecurities laws, The Company undertakes no obligation to release publicly anyrevisions to any forward-looking statements, to report events or to report theoccurrence of unanticipated events. For any forward-looking statements containedin any document, The Company claims the protection of the safe harbor forforward-looking statements contained in the Private Securities Litigation ReformAct of 1995.

PART I
**Item 1. Description of Business****Business Development**
Project Development Pacific, Inc. ("PD Pacific") wasincorporated on December 29, 2003, in the state of Nevada. The Company is adevelopment stage company. The Company has never conducted operations and hashad no revenues. The Company has never declared bankruptcy, has never been inreceivership, and has never been involved in any legal action or proceedings.Since becoming incorporated, The Company has not made any significant purchaseor sale of assets, nor has it been involved in any mergers, acquisitions orconsolidations. 
**Business of Issuer**
The Company is in the process of establishing itself as a resource forinformation relating to health care, diagnostic matters, treatment andintervention options, and the procurement of private medical diagnostic andtreatment services. The Company will work with clients to procure medicalservices from health care professionals outside of the existing publicly fundedCanadian Health Care System. The Company will not be in the business ofproviding health care services, employing service providers, contracting forservices or re-selling services. Our business will be providing information andputting patients in touch with appropriate professional service providers in atimely fashion. Our clientele will be Canadian residents who are in need ofmedical services, but are not willing or able to wait the necessary length oftime until the services are available through the publicly funded CanadianHealth Care system.

Principal Products and Services

Our principal revenues will be generated through servicefees. The Company will be charging a fee to its clients for acting asfacilitators in helping them procure medical diagnostic and treatment servicesfrom private health care providers working outside the publicly funded CanadianHealth Care system.

Potential clients will contact us to seek our assistance inlocating and helping them procure diagnostic and treatment services. After aninitial contact with the client and identification of the service they require,the Company will contact a suitable service provider, make the appointment,arrange any travel or accommodation requirements and provide the client with allpertinent information. For this service, the Company will charge the client afee based on the time expended as well as the total cost of the subject medicalprocedure.

 

Competition and Competitive Strategy

Currently there are no specific barriers to entry in thisnewly emerging sector. At this time, the Company is only aware of one other suchentity providing the services we are proposing to offer. There is a smalloperation out of White Rock, British Columbia that helps clients locate privatehealth care providers.

Our strategy will be to build an extensive database ofprivate health care providers and then to reach out to potential clients andprovide them with timely and professional results. 

 

Distribution

As a service provider, the Company will not be distributingin the traditional sense of the word; however, we will be making our servicesavailable across Canada. The Company intends to focus its attention on theBritish Columbia market first. The Company will gradually work its way acrossthe country as the business grows. Our base of available private medical serviceproviders and our clients' willingness to travel will dictate the geographicscope of our operations.

New and or Innovative Products and Services

As previously mentioned, the business the Company isdeveloping is a new service for the Canadian marketplace. Until recently,socialized health care in Canada has precluded the need for this type ofservice. 

Sources and Availability of Products and Supplies

All the medical supplies that the Company intends to help itsclients procure are readily available from numerous sources. Shortages,restrictions or any other type of limiting factors have not characterized theprivate health care service industry, and there are no indications that suchproblems will occur in the foreseeable future. The Company will not ourselves beproviding any of the services, or any part or aspect of the services that wewill be helping locate and procure for our clients. 

Governmental Controls and Approvals

As a facilitator, the major area for government control orneed for government approval would be concerning business licensing, LaborStandards, and Occupational Health and Safety. Our officers and Directors areaware of the various requirements in this regard and will make the necessaryarrangements as the business grows and employees are hired.

All of the services the Company intends to locate and procurefor its clients are in the human health care sector and as such are subject toGovernment regulation. It will be the responsibility of the various privatehealth care providers to comply with the necessary Government and industrystandard approvals, as well as professional accreditation and insurancerequirements. 

Research and Development Activities and Costs

Our Directors and officers have undertaken minimal researchand virtually no development to date regarding service provision, location anddelivery. The Company does not have any plans to undertake any additionalresearch or development in the future.

Compliance With Environmental Laws

There are no environmental laws that have been enacted, noris the Company aware of any such laws being contemplated for the future toaddress issues specific to its business.

Facilities

The Company does not own or rent facilities of any kind. Atpresent, we are operating from our official address that is located within theoffices of our President. Our President provides this space free of charge. TheCompany will continue to use this space for our executive offices for theforeseeable future.

 

Employees

The Company does not intend to hire employees until itsbusiness has been successfully launched and has sufficient reliable salesrevenues. Our officers and Directors will do whatever work is necessary to bringthe business to the point of earning revenues from Internet and media generatedsales. Human resource planning will be part of an ongoing process that willinclude constant evaluation of operations and revenue realization. The Companydoes not expect to hire any employees before the end of this calendar year. Inthe event that we have strong and reliable revenues, we will consider hiring upto two employees after the beginning of the next calendar year.
**Reports to Security Holders**
The Company will make available to securities holders anannual report, including audited financial statements on Form 10-K or Form10-KSB. The public may read and copy any materials filed with the SEC at theSEC's Public Reference Room at 100 F Street NE, Washington, D.C. 20549. Thepublic may obtain information about the operation of the Public Reference Roomby calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site thatcontains reports, proxy and information statements, and other informationregarding issuers that file electronically with the SEC at http://www.sec.gov.
**Item 2. Description of Property.**
The Company does not own any property, real or otherwise. For the first yearthe Company will conduct our administrative affairs from our President's officeat no cost to the Company. Retail space will be rented when the Company hassufficient funds available. The cost has not yet been determined; however, weexpect to pay market rates.

The Company does not have any investments or interests in any real estate.The Company also does not invest in real estate mortgages or securities of, orinterests in, persons primarily engaged in real estate activities. 
**Item 3. Legal Proceedings**
The Company is not a party to any pending legal proceedings.
**Item 4. Submission of Matters to a Vote of Security Holders.**
No matter was submitted during the fourth quarter of the fiscal year endedDecember 31, 2006, to a vote of security holders, through the solicitation ofproxies or otherwise. 

PART II
**Item 5. Market for Common Equity and Related Stockholder Matters.**
Market Information

Currently there is no public trading market for our stock, and The Companyhas not applied to have its common stock listed. The Company intends to apply tohave its common stock quoted on the OTC Bulletin Board. No trading symbol hasyet been assigned. Generally, persons who purchase stock from a company cannotresell that stock unless it is registered or exempt from registration. Rule 144of the Securities Act of 1933, provides an exemption from registration forresale of restricted shares by persons who have acquired restricted securitiesof the issuer, provided, however, that such sales meet certain requirements.Those requirements include, among others, that certain financial information beavailable to the public, a person wishing to sell not be an officer, director orowner of ten percent (10%) or more of the stock of an issuer, the person wishingto sell must wait for a period of time (usually one or two years) prior to thesale, and there is a limitation of the amount of stock any one person can sellso as not to disrupt the trading markets. Based on these requirements, none ofthe issued and outstanding shares are currently eligible for sale under Rule 144of the Securities Act.

Holders.

As of the date of this Report, The Company has three (3) shareholders ofrecord owning its common stock.

Dividends.

As of the date of this Report, The Company has not paid any dividends to itsshareholders. There are no restrictions that would limit our ability to paydividends on common equity or that are likely to do so in the future. TheCompany will not be paying dividends to its shareholders in the foreseeablefuture.
**Item 6. Management's Plan of Operation.**
PD Pacific is a development stage company with no operations, no revenue, nofinancial backing and few assets. Our plan of operation is to build a businessas a comprehensive resource for information relating to health care, diagnosticmatters, treatment and intervention options, and the procurement of privateprofessional diagnostic and treatment services. The Company will work withclients to procure medical services from health care professionals outside ofthe existing publicly funded Canadian Health Care System. The Company will notbe in the business of providing health care services, employing serviceproviders, contracting for services nor re-selling services. Our revenues willcome from service fees charged to individuals for providing information andputting clients in touch with appropriate service providers in a timely fashion.Our clientele will be Canadian residents who are in need of medical services,but are not willing or able to wait the required time until the service theyrequire is available through the publicly funded Canadian Health Care system.

The Company intends to do this by marketing directly to consumers,predominantly through the Internet and, to a lesser extent, through selectedprint publications. The Company will start by establishing a website within thethird quarter of 2007, if sufficient investment capital has been raised, bylaunching a print media campaign within another several months. 

The Company foresees no problem in satisfying its cash requirements for theyear ending December 31, 2007, providing it can raise the entire $100,000 underits current offering. In the event a lesser amount is raised, the Company willneed to adjust accordingly. The Company has not budgeted for any revenues fromoperations for the first year of operations; however the Company does anticipatethat a small amount of fee revenue will be generated during the first year. TheCompany has no plans or intentions to raise additional funding during its firstyear of operations; however the founders have informally pledged to provideadditional funding through loans to the Company if necessary. 

The Company intends to continue researching the various media sources and tolook at expanding its service base where the opportunity arises. This issomething that the Company anticipates doing as long as the business isoperating.

As has been mentioned previously, the Company intends to act as anintermediary or facilitator, helping prospective Canadian clients navigatethrough the various options and presenting them with an efficacious alternativefor their health care dilemma. 

The Company is currently in the process of compiling a list of serviceproviders, both within and outside of Canada. The Company will be using thislist to create a comprehensive database of all of the major specialty fields.Our expectations are to have our website operational during 2007. 

The Company has no plans to enter into supply contracts or any type of formalrelationship with medical service providers. The Company is not looking forexclusive marketing rights nor does The Company plan to enter into any agencyagreements. As stated before, The Company will simply be a facilitator.

The Company does not anticipate the need to purchase or otherwise acquire anysignificant plant, equipment or land within the first year of operations. TheCompany requires no significant plant, equipment or land holdings. The onlyinfrastructure The Company requires is a web server. The Company plans onpurchasing web space from our Internet service provider. 

Our corporate headquarters is currently based out of our President's personaloffice. The Company does not pay any rent for the space and The Company has averbal undertaking from him that he will not charge rent so long as the officeremains in that location. The Company does not anticipate moving the officewithin the first year of operation.

The Company expects that it will be hiring employees or piece workers towardsthe end of the first year of operations. This decision will not be taken untilsuch time as the Company has sufficient fee revenues coming into the Company tocover the cost of employees or workers. The Company plans on developing afee-sharing plan that will be implemented when the Company requires laborservices. The fee-sharing plan will have workers receive a piecework allowancefor the services they provide to clients on behalf of the Company. The Companyexpects to develop the plan using either a percentage formula or possibly a flatrate piecework payment. Workers will work from their own home or office and willsupply their own computer, telephone, fax machine or any other equipment orsupplies necessary.

While the founders have generally indicated a willingness to provide servicesand financial contributions if necessary, there are presently no agreements,arrangements, commitments or specific understandings, verbally or in writing,between the founders and PD Pacific. One of our directors has verbally agreed tobuild our website and will use his Internet service provider to host thewebsite. 
** 

Item 7. Financial Statements**** 

PROJECT DEVELOPMENTPACIFIC, INC.

(A DEVELOPMENT STAGECOMPANY)

AUDITED FINANCIALSTATEMENTS

 

FOR THE YEARS ENDEDDECEMBER 31, 2006 AND 2005,

AND

THE PERIOD DECEMBER29, 2003 (INCEPTION)

THROUGH DECEMBER 31,2006

 

 

 

 

INDEX TO FINANCIALSTATEMENTS

 

Page(s)**
Report of Independent Registered Public Accounting Firm 

Financial Statements

Balance Sheets as of December 31, 2006 and 2005                                                          2

Statements of Operations for the  Years Ended December 31, 2006

    and 2005 with  Cumulative Totals Since Inception                                                          3

 

Statement of Changes in  Stockholders' Equity

    from Inception,  December 29, 2003, to December 31, 2006                                        4

 

Statements of Cash Flows for the  Years Ended December 31, 2006

    and 2005 with  Cumulative Totals Since Inception                                                         5

Notes to Financial Statements                                                                                               6-12

 

REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

To The Board of Directors andStockholders of

Project Development Pacific, Inc.

Chilliwack, BC

Canada

We have audited the accompanying balance sheets of ProjectDevelopment Pacific, Inc. (a development stage company) (the Company) as ofDecember 31, 2006 and 2005, and the related statements of operations, cashflows, and changes in stockholders' equity for the years ended December 31, 2006and 2005 and the period of December 29, 2003 (inception) to December 31, 2006.These financial statements are the responsibility of the Company's management.Our responsibility is to express an opinion on these financial statements basedon our audits.

We conducted our audits in accordance with the standards ofthe Public Company Accounting Oversight Board (United States of America). Thosestandards require that we plan and perform the audits to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. The company is not required to have, nor were we engaged toperform, an audit of its internal control over financial reporting. Our auditsincluded consideration of internal control over financial reporting as a basisfor designing audit procedures that are appropriate in the circumstances, butnot for the purpose of expressing an opinion on the effectiveness of thecompany's internal control over financial reporting. Accordingly, we express nosuch opinion. An audit also includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements, assessingthe accounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation. We believe thatour audits provide a reasonable basis for our opinion. 

In our opinion, the financial statements referred to abovepresent fairly, in all material respects, the financial position of ProjectDevelopment Pacific, Inc. as of December 31, 2006 and 2005, and the results ofits operations and its cash flows for the years ended December 31, 2006 and 2005and the period of December 29, 2003 (inception) to December 31, 2006, inconformity with accounting principles generally accepted in the United States ofAmerica. 

The accompanying financial statements have been preparedassuming that the Company will continue as a going concern. As discussed in Note6 to the financial statements, the Company has incurred significant net lossessince inception. This raises substantial doubt about the Company's ability tomeet its obligations and to continue as a going concern. Management's plans inregard to this matter are described in Note 6. The financial statements do notinclude any adjustments that might result from the outcome of this uncertainty.

Child, Van Wagoner &Bradshaw, PLLC

Kaysville, Utah

March 20, 2007
** **Project Development Pacific, Inc.      (A Development Stage Company)      Balance Sheets                                  ASSETS       December 31,       December 31,       2006       2005                      Current Assets                             Cash and cash equivalents       $          7,728               $              -           Common stock subscriptions receivable (Note 5)                           -                       20,000         Prepaid expense                   1,037                                 -                                 Total Current Assets                   8,765                 20,000                             TOTAL ASSETS       $          8,765         $      20,000                                       LIABILITIES AND STOCKHOLDERS' EQUITY                                                              LIABILITIES                           Current Liabilities                              Accounts payable and accrued expenses       $          1,550               $              -            Loans from stockholders (Note 4)                      100                         2,600                                         Total Current Liabilities                   1,650                         2,600                             Total Liabilities                   1,650                         2,600                                   STOCKHOLDERS' EQUITY (Note 5)                             Common stock, par value $.001, 50,000,000 shares authorized and                               22,500,000 and 20,000,000 shares issued and outstanding at                                December 31, 2006 and December 31, 2005, respectively                 22,500                       20,000         Preferred stock, par value $.001, 10,000,000 shares authorized and                               none issued and outstanding                           -                                 -         Additional paid-in capital                           -                                 -         Deficit accumulated during the development stage                (15,385)                       (2,600)                                        Total Stockholders' Equity (Deficit)                   7,115                       17,400                                   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $          8,765               $      20,000                             
 

The accompanying notes are an integral part of these financialstatements.
****
2
      Project Development Pacific, Inc.      (A Development Stage Company)      Statements of Operations                                                                                                               Cumulative                           For the             For the             from Inception,                           Year Ended             Year Ended             December 29, 2003, to                           December 31,             December 31,             December 31,                           2006             2005             2006                                                              REVENUE                     $                                -                 $                       -                 $                                      -                                                                 EXPENSES                                                       Organizational Costs                                                  -                                          -                                                  1,200              Office Expenses                                               22                                          -                                                       42              Licenses and Taxes                                                  -                                     795                                                     795              Professional Fees                                        12,763                                          -                                                13,348                Total Expenses                                        12,785                                     795                                                15,385                                                                                                                       NET LOSS FROM OPERATIONS              $                       (12,785)              $                  (795)              $                             (15,385)                                                              NET LOSS PER SHARE              $                         (0.001)              $               (0.000)                                                                            WEIGHTED AVERAGE OF COMMON                                  SHARES OUTSTANDING                                 21,986,301                           2,739,726                                                                 
****
The accompanying notes are an integral part of these financialstatements.
****
3
      Project Development Pacific, Inc.      (A Development Stage Company)      Statement of Changes in Stockholders' Equity      from Inception, December 29, 2003, to December 31, 2006                                                                                                                                                    Additional       Deficit Accumulated       Total                     Common Stock       Paid-In       During the       Stockholders'      Shares             Amount             Captial             Development Stage       Equity      Balance, December 29, 2003 (Inception)                           -           $          -             $                  -                   $                            -                   $                  -                    Common stock issued for subscriptions                  receivable, December 29, 2003               2,000,000                  2,000                               -                                           -                            2,000       Net loss                           -                         -                                       -                                                 -                                       -         Balance, December 31, 2003               2,000,000                  2,000                               -                                           -                            2,000                Net loss                           -                         -                                       -                                         (1,805)                             (1,805)      Balance, December 31, 2004               2,000,000                  2,000                               -                                   (1,805)                            195                Common stock issued for subscriptions                   receivable, December 15, 2005             18,000,000                18,000                               -                                           -                          18,000       Net loss                           -                         -                                       -                                            (795)                          (795)      Balance, December 31, 2005             20,000,000                20,000                                       -                                       (2,600)                             17,400                Common stock issued for cash, March 15, 2006               2,500,000                  2,500                               -                                           -                            2,500       Net loss                           -                         -                                       -                                       (12,785)                     (12,785)      Balance, December 31, 2005             22,500,000         $     22,500               $                    -                 $                    (15,385)              $               7,115          
****
The accompanying notes are an integral part of these financialstatements.
****
4
      Project Development Pacific, Inc.      (A Development Stage Company)      Statements of Cash Flows                                                                 Cumulative from Inception, December 29, 2003, to December 31,       For The       For The              Year Ended       Year Ended              December 31,       December 31,              2006       2005             2006      CASH FLOWS FROM OPERATING ACTIVITIES                                             Net Loss       $    (12,785)              $        (795)              $                    (15,385)                                                  Changes in Operating Assets & Liabilities                                             Increase in prepaid expenses               (1,037)                              -                                       (1,037)          Increase in accounts payable and accrued expenses                 1,550                               -                                        1,550           Increase (decrease) in loans from stockholders               (2,500)                          795                                           100                                                     Net cash used in operating activities             (14,772)                              -                                     (14,772)                                                  CASH FLOWS FROM INVESTING ACTIVITIES                        -                               -                                                               CASH FLOWS FROM FINANCING ACTIVITIES                                             Common stock issued for cash                 2,500                               -                                        2,500           Stock subscriptions collected               20,000                               -                                      20,000                                                     Net cash provided by financing activities               22,500                               -                                      22,500                                                 NET INCREASE IN CASH                 7,728                               -                                        7,728                                                 CASH - BEGINNING OF PERIOD                        -                               -                                                -                                                 CASH - END OF PERIOD       $        7,728               $            -                 $                       7,728                                                 CASH PAID FOR:                                              Interest       $             -                 $            -                            Income Taxes       $             -                 $            -                                                                 NON-CASH FINANCING ACTIVITIES                                              Common stock issued for subscriptions receivable       $             -                 $     18,000               $                     20,000                                           
 

The accompanying notes are an integral part of these financialstatements.

5
**PROJECT DEVELOPMENTPACIFIC, INC.

(A DEVELOPMENT STAGECOMPANY)

NOTES TO FINANCIALSTATEMENTS

DECEMBER 31, 2006 AND2005 

NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION
This summary of significant accounting policies of Project Development    Pacific, Inc. (a development stage company) (the Company) is presented to    assist in understanding the Company's financial statements. These accounting    policies conform to generally accepted accounting principles and have been    consistently applied in the preparation of the accompanying financial    statements. The Company has not realized revenues from its planned principal    business purpose and, accordingly, is considered to be in its development    stage.
**Business Activity**
The Company was incorporated on December 29, 2003 under    the laws of the State of Nevada. The business purpose of the Company is to    assist Canadian citizens to access health care services from private    providers. The Company has elected a fiscal year end of December 31.
**NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**Development Stage Company

The Company is considered to be in the development stage    as defined in Statement of Financial Accounting Standards (SFAS) No. 7, "*Accounting    and Reporting by Development Stage Enterprises.*" The Company is devoting    substantially all of its efforts to developing and initiating its business    plan.
**Use of Estimates**
The preparation of financial statements in conformity    with accounting principles generally accepted in the United States of    America requires management to make estimates and assumptions that affect    the amounts reported in the financial statements and accompanying notes.    Actual results could differ from those estimates.

 

6
**PROJECT DEVELOPMENTPACIFIC, INC.

(A DEVELOPMENT STAGECOMPANY)

NOTES TO FINANCIALSTATEMENTS

DECEMBER 31, 2006 AND2005 

 

NOTE 2- SUMMARY OF SIGNIFICANTACCOUNTING POLICIES
               (continued)
Cash and Cash Equivalents

Cash and cash equivalents consists principally of    currency on hand, demand deposits at commercial banks, and liquid investment    funds having a maturity of three months or less at the time of purchase. The    Company had $7,728 and $0 in cash and cash equivalents at December 31, 2006    and 2005, respectively.
**Start-up Costs**
In accordance with the American Institute of Certified Public    Accountant's Statement of Position 98-5, "*Reporting on the Costs of    Start-up Activities,*" the Company expenses all costs incurred in    connection with the start-up and organization of the Company.
**Net (Loss) Per Share of Common Stock**
The following table sets forth the computation of basic    and diluted earnings per Share:
   **For The Years Ended   **December 31   **2006**2005
Net Loss
$ (12,785)
$ (795)   
Weighted average common shares   
outstanding (basic)
21,986,301
2,739,726 
Options 
-
- 
Warrants 
-
-   
__________
__________
Weighted average common shares  
outstanding (diluted)
21,986,301
2,739,726          
Net Loss Per Share (Basic and Diluted)$ (0.001)$ (0.000)
All dilutive securities were not included in the calculation of dilutive    earnings per share because the effect would be anti-dilutive when the    Company has incurred a loss from operations. The Company has no options or    warrants outstanding.

 

7

 

**PROJECT DEVELOPMENTPACIFIC, INC.**
**(A DEVELOPMENT STAGECOMPANY)

NOTES TO FINANCIALSTATEMENTS

DECEMBER 31, 2006 AND2005 

 

NOTE 2- SUMMARY OF SIGNIFICANTACCOUNTING POLICIES 
               (continued)**Recently Issued Accounting Pronouncements**
In February 2007, the FASB issued SFAS No. 159, *"The    Fair Value Option for Financial Assets and Financial Liabilities - Including    an amendment of FASB Statement No. 115."* The fair value option    established by this statement permits all entities to choose to measure    eligible items at fair value at specified election dates. A business entity    shall report unrealized gains and losses on items for which the fair value    option has been elected in earnings (or another performance indicator if the    business entity does not report earnings) at each subsequent reporting date.    This statement is effective as of the beginning of an entity's first fiscal    year that begins after November 15, 2007.

In September 2006, the FASB issued SFAS No. 158, *"Employers' Accounting for Defined Benefit Pension and Other Postretirement    Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)."*    This statement improves financial reporting by requiring an employer to    recognize the overfunded or underfunded status of a defined benefit    postretirement plan (other than a multiemployer plan) as an asset or    liability in its statement of financial position and to recognize changes in    that funded status in the year in which the changes occur through    comprehensive income of a business entity or changes in unrestricted net    assets of a not-for-profit organization. Employers with publicly traded    equity securities are required to initially recognize the funded status of a    defined benefit postretirement plan and provide required disclosures as of    the end of the fiscal year ending December 15, 2006.

In September 2006, the FASB issued SFAS No. 157, *"Fair    Value Measurements."* This statement defines fair value, establishes a    framework for measuring fair value in generally accepted accounting    principles (GAAP), and expands disclosures about fair value measurements.    This statement is effective for financial statements issued for fiscal years    beginning after November 15, 2007. 

In March 2006, the FASB issued SFAS No. 156, *"Accounting for Servicing of Financial Assets - an amendment of FASB    Statement No.*
8

**PROJECT DEVELOPMENTPACIFIC, INC.**
**(A DEVELOPMENT STAGECOMPANY)

NOTES TO FINANCIALSTATEMENTS

DECEMBER 31, 2006 AND2005 

 

NOTE 2- SUMMARY OF SIGNIFICANTACCOUNTING POLICIES 
(continued)
**Recently Issued Accounting Pronouncements (continued)
*140." This statement amends SFAS No. 140, "Accounting    for Transfers and Servicing of Financial Assets and Extinguishments of    Liabilities," with respect to the accounting for separately recognized    servicing assets and servicing liabilities." This statement is effective as    of the beginning of its first fiscal year beginning after September 15,    2006.

In February 2006, the FASB issued SFAS No. 155, *"Accounting for Certain Hybrid Financial Instruments - an amendment of FASB    Statements No. 133 and 140."* This statement amends SFAS No. 133, *"Accounting for Derivative Instruments and Hedging Activities,"* and No.    140, *"Accounting for Transfers and Servicing of Financial Assets and    Extinguishments of Liabilities."* This statement resolves issues    addressed in SFAS No. 133 Implementation Issue No. D1*, "Application of    Statement 133 to Beneficial Interest in Securitized Financial Assets."*    This statement is effective for all financial instruments acquired or issued    after the beginning of an entity's first fiscal year beginning after    September 15, 2006.

In May 2005, the FASB issued SFAS No. 154, *"Accounting    Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB    Statement No. 3."* This statement changes the requirements for the    accounting for and reporting of a change in accounting principle.    Previously, Opinion 20 required that most voluntary changes in accounting    principle be recognized by including in net income of the period of change    the cumulative effect of changing to a new principle. This statement    requires retrospective application to prior periods' financial statements of    changes in accounting principle, when practicable. 

In December 2004, the FASB issued Financial Accounting    Standards No. 123 (revised 2004) (SFAS 123R), *"Share-Based Payment."*    SFAS 123R replaces SFAS No. 123, *"Accounting for Stock-Based    Compensation,"* and supersedes APB Opinion No. 25, *"Accounting for    Stock Issued to Employees."* SFAS 123R requires compensation expense,    measured as the fair value at the grant date, related to share-based payment    transactions to

 

 

 

9
**PROJECT DEVELOPMENTPACIFIC, INC.

(A DEVELOPMENT STAGECOMPANY)

NOTES TO FINANCIALSTATEMENTS

DECEMBER 31, 2006 AND2005 

NOTE 2- SUMMARY OF SIGNIFICANTACCOUNTING POLICIES 
(continued)
**Recently Issued Accounting Pronouncements (continued)

be recognized in the financial statements over the period    that an employee provides service in exchange for the award. SFAS 123R is    effective January 1, 2006.

None of the above new pronouncements has current    application to the Company, but may be applicable to the Company's future    financial reporting.
**NOTE 3-**PROVISION FOR INCOMETAXES**
The Company recognizes the tax effects of transactions in    the year in which such transactions enter into the determination of net    income, regardless of when reported for tax purposes. Deferred taxes are    provided in the financial statements under SFAS No. 109 to give effect to    the resulting temporary differences which may arise from differences in the    bases of fixed assets, depreciation methods, allowances, and start-up costs    based on the income taxes expected to be payable in future years. Minimal    development stage deferred tax assets arising as a result of net operating    loss carry forwards have been offset completely by a valuation allowance due    to the uncertainty of their utilization in future periods. Operating loss    carry forwards generated during the period from December 29, 2003 (date of    inception) through December 31, 2006 of approximately $15,385 will begin to    expire in 2024. Accordingly, deferred tax assets of approximately $5,385    were offset by the valuation allowance, which increased by $4,475 and $278    during the years ended December 31, 2006 and 2005, respectively.
**NOTE 4 - LOANS FROM STOCKHOLDERS
The Company has borrowed funds from stockholders for    working capital purposes from time to time. The loans are non-interest    bearing and payable on demand. The Company owed $100 and $2,600 to    stockholders at December 31, 2006 and 2005, respectively. Interest has not    been imputed due to its immaterial impact on the financial statements. 
****
10

**PROJECT DEVELOPMENTPACIFIC, INC.**
**(A DEVELOPMENT STAGECOMPANY)

NOTES TO FINANCIALSTATEMENTS

DECEMBER 31, 2006 AND2005 

 

NOTE 5 -**STOCKHOLDERS' EQUITY****                Common Stock
As of December 31, 2006 and 2005, the Company had    50,000,000 shares of common stock with a par value of $.001 authorized and    22,500,000 and 20,000,000 shares, respectively, issued and outstanding.

The following details the stock transactions for the    Company:

On December 29, 2003, the Company issued 4,000,000 shares    of its common stock at $.001 per share for $4,000 in subscriptions    receivable. On March 15, 2005, the Company cancelled 2,000,000 shares of its    common stock and the related subscriptions receivable. Accordingly, only    2,000,000 shares of common stock are reflected as issued and outstanding at    December 31, 2004. 

On December 15, 2005, the Company issued 18,000,000    shares of its common stock at $.001 for $18,000 in subscriptions receivable.    

Funds for the $20,000 subscriptions receivable were    received March 27, 2006. Since the funds were received shortly after    year-end and prior to the issuance of these financial statements, the    subscriptions receivable have been reflected as a current asset at December    31, 2005, instead of a component of stockholders' equity.

On March 15, 2006 the Company issued 2,500,000 shares of    its common stock at par for cash in the amount of $2,500, which was applied    to reduce loans from stockholders.

The Company's stock has no readily determinable market    price and is valued by the Company at par value, which is an estimate of    fair value.
**Preferred Stock**
The Company has authorized 10,000,000 shares of preferred stock with a    par value of $.001. As of December 31, 2006 and 2005, none were issued and    outstanding.
****
11
**PROJECT DEVELOPMENTPACIFIC, INC.

(A DEVELOPMENT STAGECOMPANY)

NOTES TO FINANCIALSTATEMENTS

DECEMBER 31, 2006 AND2005 

NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared    in conformity with accounting principles generally accepted in the United    States of America, which contemplate continuation of the Company as a going    concern. However, the Company has incurred losses since its inception and    has not yet been successful in establishing profitable operations. These    factors raise substantial doubt about the ability of the Company to continue    as a going concern. Unanticipated costs and expenses or the inability to    generate revenues could require additional financing, which would be sought    through bank borrowings, equity or debt financing, or asset sales. To the    extent financing is not available, the Company may not be able to, or may be    delayed in, developing its services and meeting its obligations. The Company    will continue to evaluate its projected expenditures relative to its    available cash and to evaluate additional means of financing in order to    satisfy its working capital and other cash requirements. The accompanying    financial statements do not reflect any adjustments that might result from    the outcome of these uncertainties.

 

12
**Item 8. Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure.

 

None.
**Item 8A. Controls and Procedures.

As of the end of the period covered by this report, the Company carried outan evaluation of the effectiveness of the Company's disclosure controls andprocedures (as defined by Rule 15(d)-15(e) under the Securities Exchange Act of1934) under the supervision and with the participation of the Company's chiefexecutive officer and chief financial officer (or persons performing similarfunctions). Based on and as of the date of such evaluation, the aforementionedofficers have concluded that the Company's disclosure controls and procedureswere effective. 

The Company also maintains a system of internal accounting controls that isdesigned to provide assurance that assets are safeguarded and that transactionsare executed in accordance with management's authorization and properlyrecorded. This system is continually reviewed and is augmented by writtenpolicies and procedures, the careful selection and training of qualifiedpersonnel and an internal audit program to monitor its effectiveness. During theyear ended December 31, 2006, there were no significant changes to this systemof internal controls over financial reporting or in other factors that couldsignificantly affect those controls. 
**Item 8B. Other Information.

None.

 
**PART III

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

Set forth below is the name and age of each individual who was a director orexecutive officer of PD Pacific as of December 31, 2006, together with allpositions and offices of the Company held by each and the term of office and theperiod during which each has served: 
**Directors:**
Name of Director 
Age
Darryl Mills
52
Alan Wilson
54
Waldemar Jonsson
32**Executive Officers:**
Name of Officer
Age
Office
Darryl Mills
52
President
Alan Wilson
54
Secretary/Treasurer
All directors serve for a period of one year, or until asuccessor is duly elected at the next annual shareholders meeting.
***Darryl Mills, President, Member of the Board of Directors,age 52. Term of service commenced December 29, 2003, effective for oneyear - renewed.

Mr. Mills graduated from the University of Saskatchewan, inSaskatoon, Saskatchewan with a Bachelor of Commerce Degree (1990) and from theUniversity of Regina, in Regina Saskatchewan with a Graduate Diploma inGovernment Administration. (1993)

 

Most of Mr. Mills' career has been in public service. Hespent nearly 20 years with the Province of Saskatchewan in a variety ofincreasingly responsible roles. He has been: an Assistant Director of EconomicDevelopment with the Department of Northern Saskatchewan from 1972 to 1982; anAuditor with the Saskatchewan Workers Compensation Board from 1982 to 1986;Executive Assistant to the Minister of Finance from October 1992 to April 1993,and Executive Director of the Saskatchewan Gaming Commission from May 1993 toDecember 1996.

From 1986 to 1990 Mr. Mills held the position of SecretaryTreasurer of the Kamsack School Division, in Kamsack Saskatchewan. From 1990 to1992 Mr. Mills attended the University of Saskatchewan full time.

In addition to his time spent with the SaskatchewanGovernment and the Kamsack School Division, Mr. Mills also worked with theCanadian Institute of Chartered Accountants as British Columbia Sales Managerfor Professional Publications and Services from May 1997 to July 1999. He alsoheld the position of Secretary and Director with Far East Ventures, Inc. fromFebruary to August of 2000. From November 2000 to September 2003 Mr. Mills was aDirector of First National Power, Inc. (previously Capstone InternationalCorporation). Since leaving First National Power, Mr. Mills has been doingprivate consulting work in the areas of governmental relations, organizationdesign and business development. He has also been developing and operating hisown private food services business called Elite Food Services, Inc. Elite Foodsis in the business of catering and providing pre-cooked frozen meals for seniorcitizens. He will continue to operate his private food business until such timeas the responsibilities of PD Pacific necessitate a full time commitment.

 

In working with PD Pacific, Mr. Mills will be responsible forbusiness development, and service provider relations. His primary function willbe to secure service providers and locate and develop suitable products andservices. He will also have the ongoing responsibility to maintain goodrelations with the supplier and to handle any regulatory issues that may arise.Mr. Mills will provide whatever time is necessary to effectively carry out hisduties. He is currently devoting ten percent (10%) of his time to PD Pacificresponsibilities; however, he expects that to grow to one hundred percent (100%)over the next nine months.

 
***Alan Wilson, Secretary/Treasurer, Member of the Board ofDirectors, age 54. Term of service commenced December 15, 2005,effective for one year - renewable. 

Mr. Wilson received a Bachelor of Arts Degree in Education in1972. He followed this with a very successful fifteen-year career as anoffensive lineman with the BC Lions. His professional football career washighlighted with a Grey Cup win in 1985, seven Canadian All Star teams and anaward as the top offensive lineman in Canada. Mr. Wilson's drive andcompetitiveness after a successful football career was directed to the start-upand financing of many private and public companies. He has coached and mentoredyoung athletes in football and soccer winning a number of provincialchampionships.

From 1987 to 1990, Mr. Wilson worked as a member of a salesand marketing team in the wire rope and electronics fields. From 1990 to 1993 hewas a key partner in the management team that designed and implemented the thenlargest deregulated residential long distance telephone company in Canada,GlenAir. Mr. Wilson was in charge of the sales team that built the customerbase.

Since 1993 Mr. Wilson has worked with a number of successfulprivate and publicly trading companies. He has helped with financing andadministration; including dealings with regulatory bodies, lawyers andaccountants. He also has considerable hands-on expertise in shareholderrelations.

In working with PD Pacific, Mr. Wilson will initially beresponsible for finance and administration. As the Company advances, will assumeresponsibilities for investor relations and will play a dominant role indesigning and implementing our marketing plan.

Mr. Wilson has agreed to provide whatever time is necessaryto help make PD Pacific a success. He is currently devoting ten percent (10%) ofhis time on PD Pacific responsibilities; however, he expects that to grow to onehundred percent (100%) within the next year.

 
***Waldemar Jonsson, Member of the Board of Directors,age 32. Term of service commenced March 15, 2006, effective for one year -renewable. 

Mr. Jonsson has over 10 years experience in the FinancialInformation industry. Currently sales manager for Infomine, Inc., over the past10 years he has also worked for Bloomberg News, Norsk Hydro, Telenor and hasbeen involved as a consultant, manager and director of venture capitalcompanies. Mr. Jonsson has an MBA from Temple University, and a M. Sc. from theNorwegian University of Life Science. He was born and raised in Norway, and haslived in Canada since 2000.

After completing his M.B.A., Mr. Jonsson worked with AmericanIncome Life Insurance Company as an agent and a supervising agent until May2003. In May of 2003, Mr. Jonsson joined GreenChoice Energy Ltd. where he workedas a Venture Capital Manager. In this capacity Mr. Jonsson conducted financialanalysis, prepared regulatory submissions and helped raise over $1 millionequity capital through the British Columbia government's Equity Capital Programand flow-through shares. He left GreenChoice Energy Ltd in April of 2005 to joinInfoMine, Inc. There Mr. Jonsson is the sales manager. In his present capacityhe oversees 12 sales representatives; he develops and designs marketingstrategies and Internet advertising and promotional products; and, he representsthe company at numerous international trade shows. 

In working with PD Pacific, Mr. Jonsson will be responsiblefor providing guidance in matters relating to finance and he will play adominant role in designing and implementing our promotional strategy andmarketing campaign. 

Mr. Jonsson has agreed to provide whatever time is necessary to help make PDPacific a success. He is currently devoting five percent (5%) of his time to PDPacific responsibilities; however, he expects that commitment to grow to onehundred percent (100%) over the next year.

None of PD Pacific's Directors or executive officers have been involved,during the past five years, in any bankruptcy proceeding, conviction or criminalproceedings; has not been subject to any order, judgment, or decree, notsubsequently reversed or suspended or vacated, of any court of competentjurisdiction, permanently or temporarily enjoining, barring, suspending orotherwise limiting his involvement in any type of business, securities orbanking activities; and has not been found by a court of competent jurisdiction,the Commission or the Commodity Futures trading Commission to have violated afederal or state securities or commodities law.
**Employment Agreements**
N/A
**Significant Employees**
PD Pacific has no significant employees other than the officers and directorsdescribed above.
**Code of Ethics**
The Company has not adopted a Code of Ethics as of the year ended December31, 2006.
**Corporate Governance**
There have been no changes to the procedures by which security holders mayrecommend nominees to the Company's Board of Directors. 

 

Audit Committee Financial Expert

Our board of directors has determined that it does not have amember of its audit committee that qualifies as an audit committee financialexpert as defined in Item 401(e) of Regulation S-B, and is independent as theterm is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities ExchangeAct of 1934, as amended. 

Audit Committee

The current members of the Audit Committee are Darryl Mills, Alan Wilson, andWaldemar Jonsson, none are considered to be independent. Mr. Jonsson is the solemember of the Audit Committee. There is currently no public market for ourcommon stock. Thus, we are not subject to NASDAQ audit committee requirements.We do not have any independent board members in our audit committee who areconsidered to be financial experts. 
**Item 10. Executive Compensation.

Our executive Officers do not currently receive and are not accruing anycompensation.
**Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth the beneficial ownership of the Company'sofficers, directors, and persons who own more than five percent of the Company'scommon stock as of the date of this filing. Under relevant provisions of theSecurities and Exchange Act of 1934 (the "Exchange Act"), a person is deemed tobe a "beneficial owner" of a security if he or she has or shares the power tovote or direct the voting of the security or the power to dispose or direct thedisposition of the security. A person is also deemed to be a beneficial owner ofany securities of which that person has the right to acquire beneficialownership in 60 days. More than one person may be deemed to be a beneficialowner of the same securities. The percentage ownership of each stockholder iscalculated based on the total number of outstanding shares of our common stockof 22,500,000 as of the date of this filing. 

The table is based upon information provided by our directors and executiveofficers.

Amount and Nature of Beneficial Ownership as of the date of this filing. 

 

Title of

Class
Name and Address    of Beneficial Owner
Amount and

Nature of

Beneficial

Ownership
Percent

Of Class
Common
Darryl Mills

Director,    President

9815 Cawley    Street, Chilliwack, BC, Canada V2P 4K8
10,000,000
44%
Common
Alan Wilson

Director, Sec/Tres

2011 Blairview    Ave., North Vancouver, BC, Canada, V7H 2N4
10,000,000
44%
Common
Waldemar Jonsson

Director

# 905 - 4333    Central Blvd., Burnaby, BC, Canada, V5H 4W8
2,500,000
11%
Common
Directors and    officers as a group (3)
22,500,000
100%
 
**Item 12. Certain Relationships and Related Transactions, and DirectorIndependence.

No persons who may, in the future, be considered a promoter will receive orexpect to receive assets, services or other consideration from us. No assetswill be or are expected to be acquired from any promoter on behalf of ourcompany. The Company has not entered into any agreements that require disclosureto our shareholders.

None of the Directors of the Company are independent.
**Item 13. Exhibits**Exhibit No.DocumentLocation3.1Articles of    IncorporationPreviously Filed3.2BylawsPreviously filed31Rule    31a-14(a)/15d-14(a) CertificationIncluded32Section 1350Included**Item 14. Principal Accountant Fees and Services**
                                           2005                2006
Audit Fees:                            $                $ 7,000 

Audit-Related Fees:                $                $ 1,800

Tax Fees:                              $ 0             $        0 

All Other Fees:                      $ 0              $       0
** 

Signatures**
In accordance with Section 13 or 15(d) of the Exchange Act, the registrantcaused this report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

PROJECT DEVELOPMENT PACIFIC, INC.

 

 

***/s/ Darryl Mills                                           ***
Darryl Mills
President, Director

 

In accordance with the Exchange Act,this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.

 

***/s/ Darryl Mills               ***

Darryl                            Mills

President

Director

 **********************************************************

**