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

                                   FORM 10-KSB

[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO _____

                        Commission file Number: 000-26683

                          TRIPACIFIC DEVELOPMENT CORP.
                 (Name of small business issuer in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   98-0204701
                     (I.R.S. Employer Identification Number)

                                   Suite 1500
                             885 West Georgia Street
                           Vancouver, British Columbia
                                     V6C 3E8
                    (Address of principal executive offices)

                                  (604)687-0717
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:         None

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

Title of Each Class                    Name of Each Exchange on which Registered
-------------------                    -----------------------------------------

Common Stock, $0.001 par value         Not yet listed or quoted

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

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

The Issuer's revenues for its most recent fiscal year were $0.00.

As of March 31,  2000,  there were 500,000  shares of the Issuer's  common stock
issued and outstanding and the aggregate  market value of such common stock held
by non-affiliates (196,000 shares) was approximately $Nil as the Issuer's shares
are not yet traded on a public market.

Transitional Small Business Disclosure Format (Check one):  Yes ____; No __X__

<PAGE>

                                     PART I
                                    BUSINESS

Item 1 - Description of Business

Tripacific  Development  Corp.  (referred  to  as  "us,"  "we"  or  "our"),  was
incorporated on July 18, 1997 under the laws of the State of Nevada to engage in
any lawful corporate purpose. Other than issuing shares to our shareholders,  we
never commenced any other operational activities.  We can be defined as a "blank
check"  company,  whose sole purpose at this time is to locate and  consummate a
merger or acquisition with a private entity.

The proposed business activities  classifies us as a "blank check" company.  The
Securities and Exchange  Commission  defines these companies as "any development
stage  company  that is issuing a penny  stock  (within the meaning of section 3
(a)(51)  of the  Securities  Exchange  Act of 1934)  and  that  has no  specific
business plan or purpose,  or has  indicated  that its business plan is to merge
with an unidentified  company or companies." Many states have enacted  statutes,
rules and regulations limiting the sale of securities of "blank check" companies
in their respective  jurisdictions.  Management does not intend to undertake any
efforts to cause a market to develop in our  securities,  either debt or equity,
until we have  successfully  implemented  our business  plan. We comply with the
periodic reporting requirements of the Securities Exchange Act of 1934.

Item 2 - Description of Property

The Issuer  operates  from its offices at Suite 1500,  885 West Georgia  Street,
Vancouver, British Columbia, V6C 3E8, Canada. Space is provided to the Issuer on
a rent free  basis by Mr.  Jason  John,  a  director  of the  Issuer,  and it is
anticipated that this arrangement will remain until we successfully consummate a
merger or acquisition.  Management  believes that this space will meet our needs
for the foreseeable future. The Issuer owns no real property.

Item 3 - Legal Proceedings

The Issuer is not a party to any pending or threatened legal proceedings.

                                       2

<PAGE>

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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year-ended March 31, 2000.

                                     PART II

Item 5 - Market for Common Equity and Related Stockholder Matters

         (A)      Market Information

                  No public market currently exists for the Issuer's shares.

         (B)      Stockholders

                  The Issuer has 10 holders of record of its common shares.

                  No dividends have been declared on the Issuer's common shares.
                  There  are no  restrictions  that  limit  the  ability  to pay
                  dividends on the Issuer's common shares.

Item 6 - Plan of Operation

(A)      PLAN OF OPERATION

We seek to acquire  assets or shares of a business that generates  revenues,  in
exchange for its  securities.  We have not  identified a particular  acquisition
target and have not entered into any negotiations regarding an acquisition. None
of  our  officers,  directors,  promoters  or  affiliates  have  engaged  in any
preliminary  contact or discussions with any representative of any other company
regarding the  possibility of an acquisition or merger with us as of the date of
this filing.

Depending  upon  the  nature  of  the  relevant  business  opportunity  and  the
applicable  state statutes  governing how the  transaction  is  structured,  the
Issuer's Board of Directors  expects that it will provide our shareholders  with
complete disclosure  documentation  concerning a potential business  opportunity
and the structure of the proposed  business  combination  prior to consummation.
Disclosure is expected to be in the form of a proxy or information statement.

We will remain a shell  corporation  until a merger or acquisition  candidate is
identified.  It is anticipated that our cash requirements  will be minimal,  and
that all  necessary  capital,  to the extent  required,  will be provided by the
directors or officers.  We do not anticipate  that we will have to raise capital
in the next  twelve  months.  We also do not  expect  to  acquire  any  plant or
significant equipment.

We have not,  and do not intend to enter into,  any  arrangement,  agreement  or
understanding   with   non-management   shareholders   allowing   non-management
shareholders  to  directly  or  indirectly   participate  in  or  influence  our
management of the Issuer.  Management  currently  holds 60.8% of our stock. As a
result,  management is in a position to elect a majority of the directors and to
control our affairs.

We have no full time  employees.  Our  President  and  Secretary  has  agreed to
allocate a portion of his time to our  activities,  without  compensation.  This
officer  anticipates  that our business plan can be  implemented by his devoting
approximately  five (5)  hours  each  per  month to our  business  affairs  and,
consequently, conflicts of interest may arise with respect to their limited time
commitment. We do not expect any significant changes in the number of employees.

                                       3

<PAGE>

(B) MANAGEMENT'S DISCUSSION AND  ANALYSIS  OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

We have been a blank check company since incorporation and have no revenue.

Our purpose is to acquire an interest in  business  opportunities  presented  by
persons  or  firms  that  seek  the  perceived  advantages  of an  Exchange  Act
registered  corporation.  We  will  not  restrict  our  search  to any  specific
business,  industry,  or  geographical  location  and  we may  participate  in a
business  venture  of  virtually  any kind or  nature.  This  discussion  of the
proposed  business  is general and is not meant to restrict  our  discretion  to
search  for  and  enter  into  potential  business   opportunities.   Management
anticipates  that it may be able to participate  in only one potential  business
venture  because we have nominal assets and limited  financial  resources.  This
lack  of  diversification  should  be  considered  a  substantial  risk  to  our
shareholders.

We may seek a business  opportunity with companies that have recently  commenced
operations,  or that wish to utilize  the public  marketplace  in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate  purposes.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

We anticipate that the selection of a business  opportunity  will be complex and
extremely  risky.  Due  to  general  economic  conditions,  rapid  technological
advances  being made in some  industries  and  shortages of  available  capital,
management believes that there are numerous firms seeking the perceived benefits
of a  publicly  registered  corporation.  The  perceived  benefits  may  include
facilitating or improving the terms for additional  equity financing that may be
sought,  providing  liquidity for incentive stock options or similar benefits to
key  employees,  providing  liquidity  (subject to  restrictions  of  applicable
statutes) for all shareholders  and other factors.  Business  opportunities  may
occur in many different industries and at various stages of development,  all of
which will make the task of  comparative  investigation  and  analysis  of these
business opportunities extremely difficult and complex.

We have,  and will  continue  to have,  no  capital  to provide to the owners of
business  opportunities.  However,  management believes we will be able to offer
owners of  acquisition  candidates  the  opportunity  to  acquire a  controlling
ownership  interest in a publicly  registered company without incurring the cost
and time  required  to  conduct an initial  public  offering.  The owners of the
business  opportunities  will,  however,  incur significant legal and accounting
costs in connection with  acquisition of a business  opportunity,  including the
costs of preparing Form 8-K's, 10-K's or 10-KSBs, 10-Q's or 10-QSBs,  agreements
and related reports and documents.  The '34 Act  specifically  requires that any
merger  or  acquisition   candidate   comply  with  all   applicable   reporting
requirements,  which  include  providing  audited  financial  statements  to  be
included  within the numerous  filings  relevant to complying  with the '34 Act.
Nevertheless, the officers and directors of the Issuer have not conducted market
research and are not aware of statistical  data that would support the perceived
benefits  of a merger or  acquisition  transaction  for the owners of a business
opportunity.

                                       4

<PAGE>

The analysis of new business  opportunities  will be  undertaken by our officers
and  directors,  none of whom is a  professional  business  analyst.  Management
intends  to  concentrate  on  identifying   preliminary   prospective   business
opportunities that may be brought to our attention through present  associations
of our officers and directors, or by our shareholders.  In analyzing prospective
business opportunities, management will consider:

         *   the available technical, financial and managerial resources;

         *   working capital and other financial requirements;

         *   history of operations, if any;

         *   prospects for the future;

         *   nature of present and expected competition;

         *   the quality and  experience  of  management  services  that  may be
             available and the depth of that management;

         *   the potential for further research, development, or exploration;

         *   specific risk  factors  not  now  foreseeable  but which  could  be
             anticipated to impact our proposed activities;

         *   the potential for growth or expansion;

         *   the potential for profit;

         *   the  perceived  public  recognition  of   acceptance  of  products,
             services, or trades;

         *   name identification; and

         *   other relevant factors.

Our officers and directors  expect to meet  personally  with  management and key
personnel  of  the  business  opportunity  as  part  of  their  "due  diligence"
investigation.  To the extent  possible,  the Issuer intends to utilize  written
reports and personal investigations to evaluate businesses.  We will not acquire
or merge with any  company  that cannot  provide  audited  financial  statements
within a reasonable period of time after closing of the proposed transaction.

Our  management  will rely upon their own efforts and, to a much lesser  extent,
the efforts of our shareholders,  in accomplishing our business purposes.  We do
not anticipate  that any outside  consultants or advisors,  except for our legal
counsel  and  accountants,  will be utilized by us to  accomplish  our  business
purposes.  However,  if we do retain an outside consultant or advisor,  any cash
fee will be paid by the prospective  merger/acquisition candidate, as we have no
cash assets. We have no contracts or agreements with any outside consultants and
none are contemplated.

                                       5

<PAGE>

We will not restrict our search for any specific kind of firms,  and may acquire
a  venture  that  is in its  preliminary  or  development  stage  or is  already
operating.  We cannot  predict the status of any business in which we may become
engaged, because the business may need to seek additional capital, may desire to
have its shares publicly traded, or may seek other perceived  advantages that we
may  offer.  Furthermore,  we do not  intend  to seek  capital  to  finance  the
operation  of any  acquired  business  opportunity  until  we have  successfully
consummated a merger or acquisition.

We anticipate that we will incur nominal expenses in the  implementation  of our
business  plan.  Because we have no capital to pay these  anticipated  expenses,
present management will pay these charges with their personal funds, as interest
free loans,  for a minimum of twelve  months from the date of this  registration
statement.  If additional  funding is necessary,  management and or shareholders
will  continue to provide  capital or arrange for  additional  outside  funding.
However,  the only  opportunity  that  management has to have these loans repaid
will be from a prospective  merger or acquisition  candidate.  Management has no
agreements  with us that  would  impede or  prevent  consummation  of a proposed
transaction. We cannot assure, however, that management will continue to provide
capital  indefinitely  if a  merger  candidate  cannot  be  found.  If a  merger
candidate  cannot be found in a  reasonable  period of time,  management  may be
required   reconsider  its  business   strategy,   which  could  result  in  our
dissolution.

Acquisition of Opportunities

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement  with another  corporation  or entity.  We may also  acquire  stock or
assets of an existing  business.  On the  consummation  of a transaction,  it is
probable  that our  present  management  and  shareholders  will no longer be in
control. In addition, our directors may, as part of the terms of the acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
shareholders.  Furthermore,  management may negotiate or consent to the purchase
of all or a portion of our stock. Any terms of sale of the shares presently held
by officers and/or directors will be also afforded to all other  shareholders on
similar terms and conditions.  Any and all sales will only be made in compliance
with the securities laws of the United States and any applicable state.

While  the  actual  terms of a future  transaction  cannot be  predicted,  it is
expected that the parties to the business  transaction will find it desirable to
avoid the creation of a taxable event and thereby structure the acquisition in a
so-called  "tax-free"  reorganization  under  Sections  368(a)(1)  or 351 of the
Internal Revenue Code (the "Code").  In order to obtain tax-free treatment under
the Code, it may be necessary for the owners of the acquired business to own 80%
or more of the  voting  stock  of the  surviving  entity.  In  that  event,  the
shareholders  of  the  Issuer  would  retain  20% or  less  of  the  issued  and
outstanding  shares of the surviving  entity,  which would result in significant
dilution in the equity of the shareholders.

As part of the "due  diligence"  investigation,  our officers and directors will
meet  personally  with  management  and key  personnel,  may visit  and  inspect
material  facilities,  obtain  independent  verification of certain  information
provided,  check  references of  management  and key  personnel,  and take other
reasonable  investigative  measures  to  the  extent  of our  limited  financial
resources and management  expertise.  How we will  participate in an opportunity
will depend on the nature of the  opportunity,  the respective needs and desires
of  the  parties,  the  management  of  the  target  company  and  our  relative
negotiation strength.

                                       6

<PAGE>

Negotiations  with  target  company  management  are  expected  to  focus on the
percentage of our company that the target company  shareholders would acquire in
exchange for all of their  shareholdings  in the target company.  Depending upon
the target company's assets and liabilities, our shareholders will probably hold
a substantially  lesser percentage  ownership  interest  following any merger or
acquisition. Percentage ownership may be subject to significant reduction in the
event we acquire a company with  substantial  assets.  Any merger or acquisition
effected  by us can be  expected to have a  significant  dilutive  effect on the
percentage of shares held by our remaining shareholders.

We will  participate in a business  opportunity  only after the  negotiation and
signing of appropriate written agreements.  Although we cannot predict the terms
of  the  agreements,   generally  the  agreements  will  require  some  specific
representations  and  warranties  by all of the parties,  will  specify  certain
events of default, will detail the terms of closing and the conditions that must
be satisfied by each of the parties before and after the closing.

We will not  acquire or merge with any entity that  cannot  provide  independent
audited  financial  statements  concurrent  with  the  closing  of the  proposed
transaction.  We are  subject  to the  reporting  requirements  of the '34  Act.
Included  in these  requirements  is our  affirmative  duty to file  independent
audited  financial  statements  as part of its  Form  8-K to be  filed  with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as our audited  financial  statements  included in our annual  report on
Form 10-K (or 10-KSB,  as  applicable)  and  quarterly  reports on Form 10-Q (or
10-QSB, as applicable). If the audited financial statements are not available at
closing,  or if the audited financial  statements provided do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable at the  discretion of our present  management.  If the  transaction  is
voided,  the  agreement  will  also  contain  a  provision   providing  for  the
acquisition  entity to reimburse us for all costs  associated  with the proposed
transaction.

Competition

We  are  an  insignificant  participant  among  the  firms  that  engage  in the
acquisition  of  business  opportunities.  There  are many  established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel resources and technical expertise than we do. In view of our extremely
limited financial resources and limited management availability we will continue
to be at a significant competitive disadvantage compared to our competitors.

                                       7

<PAGE>

Item 7 - Financial Statements

                          TRIPACIFIC DEVELOPMENT CORP.
                          (A Development Stage Company)

                              Financial Statements

                                 MARCH 31, 2000

                          TRIPACIFIC DEVELOPMENT CORP.











                                       8

<PAGE>

<TABLE>
<CAPTION>

 DAVIDSON & COMPANY      Chartered Accountants          A Partnership of Incorporated Professionals
                   -----                       ----------------------------------------------------
<S>                      <C>                    <C>

</TABLE>



                          INDEPENDENT AUDITORS' REPORT

To the Directors and Stockholders of
Tripacific Development Corporation
 (A Development Stage Company)


We have  audited  the  accompanying  balance  sheet  of  Tripacific  Development
Corporation (A  Development  Stage Company) as at March 31, 2000 and the related
statements of operations, changes in stockholders' equity and cash flows for the
year then ended and for the period from  inception on July 18, 1997 to March 31,
2000.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform an 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.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

The  accompanying   financial   statements  have  been  prepared  assuming  that
Tripacific  Development  Corporation (A Development Stage Company) will continue
as a going concern.  The Company is in the  development  stage and does not have
the necessary working capital for its planned activity which raises  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regards to these matters are  discussed in Note 2. The  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the  financial  position of  Tripacific  Development  Corporation  (A
Development  Stage  Company)  as at  March  31,  2000  and  the  results  of its
operations  and its cash flows for the year then  ended and for the period  from
inception  on July 18,  1997 to March  31,  2000 in  conformity  with  generally
accepted accounting principles in the United States of America.

The  audited  financial  statements  as at March 31,  1999 and for the year then
ended  were  examined  by  other  auditors  who  expressed  an  opinion  without
reservation on those statements in their report dated June 22, 1999.

                                                            "DAVIDSON & COMPANY"

Vancouver, Canada                                          Chartered Accountants

May 3, 2000

                          A Member of SC INTERNATIONAL
                          ----------------------------

<TABLE>
<CAPTION>
<S>                                                                                   <C>

           Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada,
                                                               V7Y 1G6
                                                          TELEPHONE (604)
                                                     687-0947 FAX (604) 687-6172

</TABLE>


<PAGE>


TRIPACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
BALANCE SHEET
AS AT MARCH 31

================================================================================

                                                                 2000     1999
--------------------------------------------------------------------------------




ASSETS                                                          $    --  $    --
================================================================================



LIABILITIES AND STOCKHOLDERS' EQUITY



STOCKHOLDERS' EQUITY
  Capital stock (Note 4)
    Authorized
      100,000,000 common shares with a par value of $0.0001
    Issued and outstanding
      March 31, 2000 - 500,000 common shares
      March 31, 1999 - 500,000 common shares                    $    50  $   50

  Additional paid-in capital                                      3,491     --

  Deficit accumulated during the development stage               (3,541)    (50)
                                                                -------  -------

                                                                $    --  $  --
================================================================================





On behalf of the Board:


/s/ Jason John, Sole Director
-----------------------------
Jason John

   The accompanying notes are an integral part of these financial statements.

                                       10

<PAGE>


TRIPACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS

================================================================================

                                           Cumulative
                                              Amounts
                                       From Inception
                                                   on
                                             July 18,
                                                 1997
                                                   to   Year Ended    Year Ended
                                            March 31,    March 31,     March 31,
                                                 2000         2000          1999
--------------------------------------------------------------------------------

EXPENSES
    Office and miscellaneous                   $   50      $   --       $   --
    Professional fees                           3,491         3,491         --
                                               ------      --------     --------

LOSS FOR THE YEAR                              $3,541      $  3,491     $   --
================================================================================

BASIC AND DILUTED LOSS PER SHARE                           $  (0.01)    $   --
================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING               500,000      500,000
================================================================================

















   The accompanying notes are an integral part of these financial statements.

                                       11

<PAGE>


TRIPACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


=========================================================================================================================

                                                                          Cumulative
                                                                             Amounts
                                                                      From Inception
                                                                                  on
                                                                            July 18,
                                                                                1997
                                                                                  to          Year Ended       Year Ended
                                                                           March 31,           March 31,        March 31,
                                                                                2000                2000             1999
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                 <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Loss for the year                                                     $  (3,541)          $ (3,491)       $    --
     Stock issued for services                                                    50                --              --
                                                                           ---------           --------        ----------

     Net cash used in operating activities                                    (3,491)            (3,491)            --
                                                                           ---------           --------        ----------


CASH FLOWS FROM INVESTING ACTIVITIES
     Net cash used in investing activities                                      --                 --               --
                                                                           ---------           --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Shareholder capital contribution                                          3,491              3,491             --
                                                                           ---------           --------        ----------

     Net cash provided by financing activities                                 3,491              3,491             --
                                                                           ---------           --------        ----------

CHANGE IN CASH POSITION DURING THE YEAR                                         --                 --               --


CASH POSITION, BEGINNING OF THE YEAR                                            --                 --               --


CASH POSITION, END OF THE YEAR                                             $    --             $   --          $    --
=========================================================================================================================


SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS:
     Cash paid for income taxes
     Cash paid for interest                                                $    --             $   --          $    --
=========================================================================================================================


SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING, INVESTING,
     Common shares issued for services                                     $      50           $   --          $    --
=========================================================================================================================

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       12

<PAGE>


TRIPACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>

====================================================================================================================================

                                                                                                            Deficit
                                                                                                        Accumulated
                                                                                                             During
                                                                    Common Stock         Additional             the            Total
                                                               ----------------------       Paid-in     Development    Stockholders'
                                                               Shares          Amount       Capital           Stage           Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>            <C>           <C>             <C>             <C>


BALANCE, JULY 18, 1997                                            --          $  --          $  --          $  --           $  --

    Capital stock issued for services                          500,000             50           --             --                50

    Loss for the period                                           --             --             --              (50)            (50)
                                                               -------        -------        -------        -------         -------

BALANCE, MARCH 31, 1998 AND 1999                               500,000             50           --              (50)           --

    Shareholder capital contribution                              --             --            3,491           --             3,491

    Loss for the year                                             --             --             --           (3,491)         (3,491)
                                                               -------        -------        -------        -------         -------

BALANCE, MARCH 31, 2000                                        500,000        $    50        $ 3,491        $(3,541)        $  --
====================================================================================================================================

</TABLE>






















   The accompanying notes are an integral part of these financial statements.

                                       13

<PAGE>


TRIPACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000

================================================================================

1.       ORGANIZATION OF THE COMPANY

         Tripacific Development  Corporation ("the Company") was incorporated on
         July 18, 1997 under the laws of Nevada to engage in any lawful business
         or activity for which  corporations  may be organized under the laws of
         the State of Nevada.

         The Company entered the development  stage in accordance with Statement
         of Financial  Accounting  Standards No. 7 on July 18, 1997. Its purpose
         is to evaluate,  structure  and  complete a merger  with,  or acquire a
         privately owned corporation.

2.       GOING CONCERN

         The Company's  financial  statements  are prepared  using the generally
         accepted  accounting  principles  applicable to a going concern,  which
         contemplates  the  realization of assets and liquidation of liabilities
         in the normal course of business.  However,  the Company has no current
         source of revenue.  Without realization of additional capital, it would
         be  unlikely  for the  Company  to  continue  as a going  concern.  The
         Company's management plans on advancing funds on an as needed basis and
         in the  longer  term,  revenues  from the  operations  of the merger or
         acquisition candidate, if found. The Company's ability to continue as a
         going  concern is dependent on these  additional  management  advances,
         and, ultimately,  upon achieving profitable operations through a merger
         or acquisition candidate.

         =======================================================================

                                                                 2000     1999
         -----------------------------------------------------------------------

         Deficit accumulated during the development stage      $(3,541)   $ (50)
         =======================================================================


3.       SIGNIFICANT ACCOUNTING POLICIES

         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  amount  of  assets  and
         liabilities,  disclosure of contingent  assets and  liabilities  at the
         date of the financial  statements  and the reported  amount of revenues
         and expenses  during the year.  Actual  results could differ from these
         estimates.

         BASIC LOSS PER SHARE

         Earnings  per  share are  provided  in  accordance  with  Statement  of
         Financial  Accounting  Standards No. 128,  "Earnings Per Share". Due to
         the  Company's  simple  capital  structure,   with  only  common  stock
         outstanding,  only basic loss per share must be  presented.  Basic loss
         per  share  is  computed  by  dividing   losses   available  to  common
         shareholders   by  the  weighted   average   number  of  common  shares
         outstanding during the year.

         INCOME TAXES

         Income taxes are  provided in  accordance  with  Statement of Financial
         Accounting  Standards  No. 109  ("SFAS  109"),  "Accounting  for Income
         Taxes". A deferred tax asset or liability is recorded for all temporary
         differences  between financial and tax reporting and net operating loss
         carryforwards.  Deferred  tax  expenses  (benefit)  result from the net
         change during the year of deferred tax assets and liabilities.

                                       14

<PAGE>


TRIPACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000

================================================================================

3.       SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

         INCOME TAXES (cont'd......)

         Deferred tax assets are reduced by a valuation  allowance  when, in the
         opinion of management,  it is more likely than not that some portion or
         all of the  deferred  tax assets  will not be  realized.  Deferred  tax
         assets and  liabilities  are adjusted for the effects of changes in tax
         laws and rates on the date of enactment.

         COMPREHENSIVE INCOME

         The Company has adopted Statement of Financial Accounting Standards No.
         130 ("SFAS 130"),  "Reporting  Comprehensive  Income".  This  statement
         establishes  rules for the  reporting of  comprehensive  income and its
         components.   The   adoption  of  SFAS  130  had  no  impact  on  total
         stockholders' equity as of March 31, 2000.

         ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

         In June 1998, the Financial  Accounting Standards Board ("FASB") issued
         Statement  of  Financial  Accounting  Standards  No. 133 ("SFAS  133"),
         "Accounting for Derivative  Instruments and Hedging  Activities"  which
         establishes   accounting   and  reporting   standards  for   derivative
         instruments and for hedging  activities.  SFAS 133 is effective for all
         fiscal  quarters of fiscal years beginning after June 15, 1999. In June
         1999,  the FASB issued SFAS 137 to defer the effective date of SFAS 133
         to fiscal  quarters of fiscal years  beginning after June 15, 2000. The
         Company does not  anticipate  that the adoption of the  statement  will
         have a significant impact on its financial statements.

         STOCK-BASED COMPENSATION

         Statement of Financial  Accounting  Standards No. 123,  "Accounting for
         Stock-Based  Compensation," encourages, but does not require, companies
         to record compensation cost for stock-based employee compensation plans
         at fair  value.  The  Company  has  chosen to account  for  stock-based
         compensation   using  Accounting   Principles  Board  Opinion  No.  25,
         "Accounting  for Stock Issued to Employees."  Accordingly  compensation
         cost for stock options is measured as the excess, if any, of the quoted
         market price of the  Company's  stock at the date of the grant over the
         amount an employee is required to pay for the stock.

4.       CAPITAL STOCK

         The Company's  authorized  capital stock consists of 100,000,000 shares
         of common stock,  with a par value of $0.0001 per share.  All shares of
         common stock have equal  voting  rights and,  when  validly  issued and
         outstanding,  are  entitled  to one vote per share in all matters to be
         voted  upon  by  shareholders.  The  shares  of  common  stock  have no
         pre-emptive,  subscription,  conversion or redemption rights and may be
         issued  only as fully paid and  non-assessable  shares.  Holders of the
         common  stock  are  entitled  to  share   pro-rata  in  dividends   and
         distributions  with respect to the common stock,  as may be declared by
         the Board of Directors out of funds legally available.

         On July 18, 1997, the Company issued 500,000 shares of common stock for
         services at a deemed value of $50.

         On October 15,  1999,  the Company  implemented  a 31:1  forward  stock
         split.  Subsequent to year end, on April 3, 2000, the Company  reversed
         the previous  31:1 forward  stock split.  The  statements of changes in
         stockholders' equity have been restated to give retroactive recognition
         of the stock split  presented  by  reclassifying  from common  stock to
         deficit  accumulated  during the  development  stage,  the par value of
         shares arising from the split. In addition, all references to number of
         shares and per share  amounts of common  stock  have been  restated  to
         reflect the stock split.

                                       15

<PAGE>


TRIPACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000

5.      INCOME TAXES

        The Company's total deferred tax asset at March 31 is as follows:

        ========================================================================

                                                            2000        1999
        ------------------------------------------------------------------------

        Tax benefit of net operating loss carryforward     $  531      $ --
        Valuation allowance                                  (531)       --
                                                           ------      -------

                                                           $  --       $ --
        ========================================================================

        The Company  has a net  operating  loss  carryforward  of  approximately
        $3,541,  which if not used, will expire between the years 2019 and 2020.
        The Company has provided a full valuation  allowance on the deferred tax
        asset because of the uncertainty regarding realizability.

6.       SUBSEQUENT EVENT

         The  Company's  issued and  outstanding  15,500,000  common shares were
         consolidated  on a 1:31 ratio. As a result,  the Company's  shares have
         been  restated to give  retroactive  recognition  of the reverse  stock
         split,  whereby the Company's  share capital  decreased from 15,500,000
         common shares to 500,000 common shares





                                       16

<PAGE>

Item 8 - Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

On October  20,  1999,  the  Issuer  appointed  Davidson  &  Company,  Chartered
Accountants  to  replace  Kish,  Leake  &  Associates,  P.C.  as  our  principal
accountants.  The report of Kish,  Leake &  Associates,  P.C.  on our  financial
statements  did not contain an adverse  opinion or a disclaimer of opinion,  and
was not  qualified  or modified  as to  uncertainty,  audit scope or  accounting
principles.  We had no  disagreements  with  them on any  matter  of  accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedure.  We did not  consult  with  Davidson & Company on any  accounting  or
financial  reporting  matters in the  periods  prior to their  appointment.  The
change in  accountants  was approved by the Board of Directors.  We filed a Form
8-K with the Commission (File No. 000-26683) on November 1, 1999.

                                    PART III

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

The  following  table  sets forth the names and ages of the  current  directors,
executive officers and key employees of the Issuer and the principal offices and
positions with the Issuer held by each person. The Board of Directors  currently
consists of one director.

NAME                         AGE               POSITION
----                         ---               --------

Jason John                   32                President, Secretary and Director

The above listed officers and directors will serve until the next annual meeting
of the shareholders or until their death,  resignation,  retirement,  removal or
disqualification or until their successors have been duly elected and qualified.
Vacancies in the existing  Board of Director are filled by majority  vote of the
remaining  directors.  Officers of the Issuer  serve at the will of the Board of
Directors.  There are no family  relationships  between any  execute  officer or
director of the Issuer.

Mr. Jason John was appointed to his positions on October 4, 1999. He devotes his
time as necessary to our business, which time is expected to be nominal.

Prior to joining the Issuer,  Mr. John was  employed by the  Shaftsbury  Brewing
Company  where he was  involved in product  promotion  and  marketing.  Prior to
working  with the  Shaftsbury  Brewing  Company  Mr.  John was  employed at Gray
Beverage as an account manager and merchandiser. While employed by Gray Beverage
Mr. John was responsible  for  implementing  many new operational  systems which
resulted in an increase in the Issuer's efficiency in many areas. Currently, Mr.
John is employed at Ensign Drilling. Ensign Drilling is a leading company in oil
and gas exploration in Canada.

                                       17

<PAGE>


Mr. John also holds the following positions:

1.  Sole Director, President and Secretary of Eastern Management Corp.
2.  Sole  Director,  President  and  Secretary  of  Triwest Management Resources
    Corporation
3.  Sole Director, President and Secretary of Corbett Lake Minerals Inc.

SIGNIFICANT EMPLOYEES

The Issuer has one  employee.  Mr. Jason John is the  President,  Secretary  and
Treasurer of the Issuer. Mr. John devotes his time as necessary to our business,
which time is expected to be nominal.

There are no family  relationships  among the  directors,  executive  officer or
persons  nominated  or chosen by the  Issuer to become  directors  or  executive
officers.

No bankruptcy  petition has been filed by or against any business of which Jason
John is a  general  partner  or  executive  officer  either  at the  time of the
bankruptcy or within two years prior to that time.

Jason John has never been convicted in a criminal  proceeding and is not subject
to a pending criminal proceeding.

Jason  John has never  been  subject  to any  order,  judgment  or  decree,  not
subsequently   reversed,   suspended  or  vacated  of  any  court  of  competent
jurisdiction,  permanently  or  temporarily  enjoining,  barring,  suspending or
otherwise  limiting  their  involvement  in any type of business,  securities or
banking activities.

Jason John has never been found by a court of competent jurisdiction (in a civil
action),  the  Commission or the Commodity  Futures  Trading  Commission to have
violated a federal or state securities or commodities law.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Based on the Issuer's  review of copies of forms filed with the  Securities  and
Exchange Commission or written  representations  from certain reporting persons,
in compliance  with Section 16(a) of the  Securities  Exchange Act of 1934,  the
Issuer  believes  that during  fiscal year 2000,  all  officers,  directors  and
greater than ten percent  beneficial  owners complied with the applicable filing
requirements.

Item 10 - Executive Compensation

None of our officers and/or directors have received any  compensation.  They all
have  agreed  to act  without  compensation  until  authorized  by the  Board of
Directors,  which is not expected to occur until we have generated revenues from
operations.  As of the  date of this  registration  statement,  we have no funds
available to pay  directors.  Further,  none of the  directors  are accruing any
compensation pursuant to any agreement with us.

It is possible that,  after we  successfully  complete a merger or  acquisition,
that company may employ or retain one or more members of our  management for the
purposes  of  providing  services  to  the  surviving  entity.  Each  member  of
management  has agreed to disclose  to the

                                       18

<PAGE>

Board of Directors any discussions  concerning possible employment by any entity
that  proposes to undertake a transaction  with us and further,  to abstain from
voting on the transaction.  Therefore,  as a practical matter, if each member of
the Board of Directors is offered  employment  in any form from any  prospective
merger or acquisition  candidate,  the proposed transaction will not be approved
by the  Board  of  Directors  as a  result  of the  inability  of the  Board  to
affirmatively  approve the transaction.  The transaction would then be presented
to our shareholders for approval.

It is possible that persons  associated  with management may refer a prospective
merger or  acquisition  candidate to us. In the event we complete a  transaction
with any entity  referred by associates of  management,  it is possible that the
associate will be compensated  for their referral in the form of a finder's fee.
It is anticipated that this fee will be either in the form of restricted  common
stock issued by us as part of the terms of the proposed transaction,  or will be
in the  form of cash  consideration.  If  compensation  is in the  form of cash,
payment will be tendered by the acquisition or merger candidate, because we have
insufficient cash available. The amount of any finder's fee cannot be determined
as of the date of this registration statement,  but is expected to be comparable
to consideration normally paid in like transactions, which range up to ten (10%)
percent of the  transaction  price.  No member of  management  will  receive any
finders fee,  either  directly or  indirectly,  as a result of their  efforts to
implement our business plan.

No retirement,  pension, profit sharing, stock option or insurance programs have
been adopted by the Issuer's for the benefit of its employees.

Item 11 - Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number of shares of the Issuer's Common Stock
beneficially owned by (i) each director and nominee for election to the Board of
Directors  of the  Issuer;  (ii) each of the  named  executive  officers  in the
Summary  Compensation  Table;  (iii) all directors  and executive  officers as a
group; and (iv) to the best of the Issuer's knowledge,  all beneficial owners of
more than 5% of the outstanding  shares of the Issuer's Common Stock as of March
31, 2000. Unless otherwise indicated,  the shareholders listed in the table have
sole  voting and  investment  power with  respect to the shares  indicated.  The
Issuer  has been  provided  such  information  by its  directors,  nominees  for
directors and executive officers.

NAME (AND ADDRESS OF 5%               COMMON SHARES BENEFICIALLY    PERCENT
HOLDER) OR IDENTITY OF GROUP          BENEFICIALLY OWNED (1)        OF CLASS (2)


Devinder Randhawa
Suite 104                                    152,000                  30.4%
1456 St. Paul Street,
Kelowna, B.C.
V1Y 2E6

Bob Hemmerling
1908 Horizon Drive                           152,000                  30.4%
Kelowna, B.C.
V1Z 3L3

                                       19

<PAGE>


(1)  Under the rules of the  Securities  and  Exchange  Commission,  shares  not
     actually  outstanding are nevertheless deemed to be beneficially owned by a
     person if such person has the right to acquire  the shares  within 60 days.
     Pursuant to such SEC rules, shares deemed beneficially owned by virtue of a
     person's  right to  acquire  them  are also  treated  as  outstanding  when
     calculating the percent of class owned by such person and when  determining
     the percentage owned by a group.

(2)  Based on 500,000 shares of Common Stock issued and  outstanding as of March
     31, 2000.

There are no  arrangements  in place  which may result in a change of control of
the Issuer.

Item 12 - Certain Relationships and Related Transactions

There have been no related  party  transactions,  or any other  transactions  or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

Item 13 - Exhibits and Reports on Form 8-K

(A)      Exhibits

--------------------------------------------------------------------------------
EXHIBIT
NUMBER          DESCRIPTION

--------------------------------------------------------------------------------
3.1             Articles of  Incorporation  filed July 18, 1997,  and amendments
                thereto  filed June 14, 1999,  as filed with the  Issuer's  Form
                10-SB (file no.  000-26683) filed on July 13, 1999  incorporated
                herein by reference.

--------------------------------------------------------------------------------
3.3             Bylaws  as  filed  with  the  Issuer's   Form  10-SB  (file  no.
                000-26683) on July 13, 1999 incorporated herein by reference.

--------------------------------------------------------------------------------
4.1             Form of Lock Up Agreement Executed by the Issuer's  Shareholders
                as filed with the Issuer's Form 10-SB (file no. 000-26683) filed
                on July 13, 1999, incorporated herein by reference.

--------------------------------------------------------------------------------
4.1.1           Specimen Informational Statement as filed with the Issuer's Form
                10-SB (file no.000-26683) filed on July 13, 19990,  incorporated
                herein by reference.

--------------------------------------------------------------------------------
13.1            Form 10QSB for the Period ended June 30,  1999,  filed on August
                13, 1999, incorporated herein by reference.

--------------------------------------------------------------------------------
13.2            Form 10QSB for the Period ended  September  30,  1999,  filed on
                November 17, 1999, incorporated herein by reference.

--------------------------------------------------------------------------------
13.3            Form 10QSB for the Period  ended  December  31,  1999,  filed on
                February 2, 2000, incorporated herein by reference.

--------------------------------------------------------------------------------
16              Letter  from Kish,  Leake &  Associates,  P.C. as filed with the
                Issuer's Form 8-K on November 1, 1999,  incorporated  herein  by
                reference.

--------------------------------------------------------------------------------
23.1            Consent of  Davidson & Company as filed with the  Issuer's  Form
                SB2-Prospectus   on  June  7,  2000,   incorporated   herein  by
                reference.

--------------------------------------------------------------------------------
23.2            Consent of Evers &  Hendrickson  as filed with the Issuer's Form
                SB2-Prospectus on June 7, 2000, incorporated by reference.

--------------------------------------------------------------------------------
27              Financial Data Schedule

--------------------------------------------------------------------------------
99              Form SB-2 Prospectus filed on June 7, 2000, incorporated  herein
                by reference.

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

                                       20
<PAGE>

(B)      Reports on Form 8-K

No  reports on Form 8-K were filed  during the last  quarter of the fiscal  year
ended March 31, 2000.

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Issuer caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                       TRIPACIFIC DEVELOPMENT CORP.

Dated:  June 21, 2000                  Per:   /s/ Jason John
                                              ----------------------------------
                                              Jason John, President and Director

                                       21