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

                                   FORM 10-KSB





[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 For the fiscal year ended December 31, 2003
                                          -----------------

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

Commission File Number: 000-33487

                            Pacific Technology, Inc.
                            ------------------------
             (Exact name of registrant as specified in its charter)

Delaware                                                            33-0954381
--------                                                            ----------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

26586 Guadiana, Mission Viejo, California                                 92691
-------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                  (866)571-6198
                                  -------------
              (Registrant's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:


Title of each class registered:     Name of each exchange on which registered:
-------------------------------     ------------------------------------------
            None                                      None

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

                  Common Stock, Par Value $.001
                  -----------------------------
                         (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such 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 is not contained in this form, and no disclosure will be
contained, to the best of registrant'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.[ ]


State issuer's revenues for its most recent fiscal year. $189,551.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of March 30, 2004, approximately $0.

As of March 30, 2004, there were 12,925,000 shares of the issuer's $.001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                           [ ] Yes           [X] No


                                       1
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.
--------------------------------

OUR BACKGROUND. We were incorporated in Delaware on March 2, 2000. On March 7,
2003, we changed our name to Pacific Technology, Inc. We were formed to be a
provider of protein products, such as protein bars and protein drinks,
manufactured by a third party. On March 28, 2003 we finalized a Share Exchange
Agreement with the shareholders of Pacific Technology, Inc., a privately-held
Nevada corporation, ("PTI"), pursuant to which we issued 6,030,000 shares of its
common stock to the shareholders of PTI in exchange for 100% of the issued and
outstanding shares of PTI. PTI was incorporated pursuant to the laws of the
State of Nevada on June 11, 2002.

OUR BUSINESS. Having adopted the business and operations of PTI, we now
distribute and sell optical storage items such as compact disc recordable or
CD-R and digital video disc recordable or DVD-R products and accessories. Our
product offerings include CD-Rs, DVD-Rs, CD and DVD labeling systems, recording
media and disc printers. We market and sell products by means of direct sales
and by means of internet based advertising; our website is located at
www.pacifictechinc.com.

We believe that commercial users of our products and audio and video enthusiasts
may use these optical data storage formats and accessories for a variety of
personal or professional uses, ranging from data storage to creating
personalized audio discs and video discs. We believe that we can successfully
compete in this niche market because our quality DVD-R and CD-R products and
accessories are preferable to those that are generally available.

We anticipate that the popularity of high capacity data storage and customized
audio and video products that fuel the demand for rewritable discs will continue
to grow in both the United States and Canada because of their broad range of
applicability in commercial and consumer markets. We expect that there will
continue to be a niche market for this particular product because of the
specialized equipment and products required to create and customize such discs.
We believe that the demand for these optical storage products and accessories
has expanded rapidly in the past several years due to the increasing
affordability and ease of use of optical storage technologies. For these reasons
we expect growth in this industry to continue at a strong pace for the
foreseeable future.

We believe we can address this market need by selling and distributing higher
end DVD-R and CD-R related products to audio and video enthusiasts and
electronics stores in the United States and Canada by means of direct sales and
by using our website. We hope to distinguish our business by offering top
quality products and a providing our customers with high level of customer
service.

OUR PRODUCTS. We focus on the specialty market for optical storage products,
such as DVD-R and CD-R products and accessories. Our product offering includes
DVD-R and CD-R recording media, which are the blank discs themselves, and DVD-R
and CD-R duplication machines needed to produce DVD and CD copies, including
both automated and standalone types of manual systems,. Our accessories also
include DVD and CD labeling systems and disc printers. We do not manufacture
these products ourselves, but obtain these products from a variety of
high-quality third party suppliers.

         OPTICAL STORAGE DISCS: A CD is an optical storage medium which stores
         music, text or data on its surface. The data encoded on the disc and is
         converted into the respective signals, whether music, data, or movies
         etc., depending on whether the disc is an audio, video, or data or ROM
         (Read Only Memory) disc. Optical storage discs are a convenient format
         for storing a large amount of information because a CD can contain up
         to 75 minutes of music or about 650 megabytes or MB of data. For
         example, one 650 megabyte CD-R has the equivalent memory capabilities
         of 400 31/4" 1.44 megabyte floppy discs, yet provides for faster data
         access time. As a music carrier, an audio CD offers a very high degree
         of clarity of sound reproduction, without the inherent noise from the
         medium, such as the hissing which occurs from cassette tapes or the
         crackle from vinyl records. We believe commercial users will take
         advantage of this media format to continue to create marketing or
         promotional materials, for commercial distribution original works, or
         copies. We believe that individual users will continue to use this
         medium for personal data storage or recreational entertainment
         purposes.



                                       2
<PAGE>



         A DVD is essentially a CD with even larger storage capabilities and
         faster access times. DVD's can hold cinema-quality video and computer
         data. Due to their high storage capacity and enhanced video and audio
         capabilities, DVD's can be used as an alternative to videotapes for
         movies and as an alternative to CD's for audio and data storage. The
         broad application of DVD's for home entertainment, computers, and
         business information storage is expected to eventually replace CD's,
         videotape, laser discs and video game cartridges. DVD's have widespread
         support from all major electronics companies, all major computer
         hardware companies, and all major movie and music studios including
         Warner, Paramount, and Fox. DVD's are also an excellent choice for home
         video archiving and unlike videotape will not degrade with age or
         multiple playbacks, nor is it, like laserdiscs, and subject to laser
         rot. Depending on the format, re-recordable DVD's can be recorded
         anywhere from 1,000 to 100,000 thousand times. We believe that DVD's
         will have the same commercial and individual consumer applications as
         CD's, with the additional benefit of enhanced audio and video
         capabilities due to their greater storage and access power.

         OPTICAL STORAGE REPLICATION AND DUPLICATION PRODUCTS: A CD is an
         optical storage medium which stores data on its surface in the form of
         small holes called 'pits'. A CD recording device uses a laser to burn
         the data into the disc and is available a varying recording speeds. For
         example a "2x" drive will record 650 megabytes of data in approximately
         39 minutes. Duplication produces many copies of a disc at once.
         Duplicators can use DVD-R or CD-R media. Automated duplication machines
         can feed blank discs into a recorder and even print labels on each
         disc. However, for projects requiring more than 1,000 copies,
         replication is a more cost-effective solution, allowing for mastering
         large quantities of discs in a short period of time. We provide our
         customers with a range of recording devices ranging from single manual
         recording devices to duplication and replication devices and services.

         LABELING AND PRINTING: The process of labeling an optical storage discs
         may imbalance the disc and affect the laser's ability to read the
         information, since such discs require the use of a laser beam to
         convert the information stored in the "pits" into the respective audio,
         visual or data formats. The labeling process, if performed improperly,
         can cause tracking errors or drive problems, such as spin-ups. Also,
         adhesives may contain chemical solvents which may become absorbed into
         the dye layer of the disc, which may also affect the quality of the
         disc. Labels therefore must be perfectly adhered to the disc surface to
         avoid imbalance. We sell DVD and CD labeling systems designed to
         minimize these risks. As an alternative to labeling, we also provide
         disc printers or silk screening devices. These devices print directly
         on the disc without actually affixing a separate physical paper label
         and therefore, prevent the problems associated with labeling. Printers
         are typically used by high volume reproduction facilities or by
         companies with fairly expensive equipment specifically designed for
         optical discs. As a result, disc printers and silk screening devices
         are not widely used by individual consumers, but mostly be commercial
         customers. Due to the prevalence of optical storage media and recording
         devices however, we believe that we will be able to provide quality yet
         cost effective "printers" to commercial and individual customers alike.

OUR WEBSITE. Our website is located at www.pacifictechinc.com. Our website
displays our corporate logo, contact and ordering information, and provides a
general description of the premium quality DVD-R and CD-R related products that
we offer, features available, as well as prices of those products. Our website
allows potential customers to purchase our products directly from our site via a
secure, online connection. We also use our website as a virtual showroom for our
customers to view our products.

OUR BUSINESS STRATEGY. Our strategy is to focus our entire effort on the niche
market for DVD-R and CD-R products and accessories. We intend to cater to the
demands of individual audio and video enthusiasts, as well as commercial users
of optical discs, for the highest quality products available on the market. We
believe that as the popularity of creating customized audio and video discs
continues to grow as both a commercial, professional and amateur endeavor, the
demand for audio and video related products will increase. We also offer highly
personalized service in this market by selling directly to audio and video
enthusiasts and to commercial enterprises or institutions. We believe we are
strategically positioned to fill the growing need for high-quality DVD-R and
CD-R products and accessories demanded by this market.



                                       3
<PAGE>


OUR TARGET MARKETS AND MARKETING STRATEGY. We believe that our primary target
market consists of commercial purchasers of optical discs, and individual audio
and video enthusiasts in the United States and Canada. As the popularity of
creating customized audio and video products increases, we believe the demand
will continue to grow for computer, audio and video components such as ours,
which we believe will, in turn, drive the growing demand for the products that
we market and sell. We market and promote our products through our website, and
attend trade shows to make direct sales to consumers at those events. We also
develop business leads through these marketing channels and through leads
provided by our third-party suppliers. Our marketing initiatives will also
include:

o    utilizing direct response print advertisements placed primarily in
     specialized publications;
o    encouraging retailers to carry our products and product displays;
o    advertising on related websites; and
o    word of mouth advertising based on the customer loyalty and high quality
     service.

GROWTH STRATEGY. We will seek to increase our sales efforts by increasing the
number of events we attend, seeking referrals through our current clients,
developing business leads provided by our third-party suppliers, and expanding
the capability of our website by registering it with selected search engines to
ensure our site comes up in search results in user searches for related
products. Our strategy is also to provide unparalleled customer service and
high-quality merchandise, which we believe will achieve a high level of customer
satisfaction and contribute to the development of our brand image and goodwill.

COMPETITION. We face competition from existing sources of DVD-R and CD-R
products and accessory providers. There are currently numerous local and
national chains that we compete with us, as well as individually owned
businesses. We also compete directly with other manufacturers and resellers of
DVD-R and CD-R related products. Although many of those competitors have greater
resources, market share and well-established distribution channels, we believe
we compete effectively on price, selection and service. Our size allows us to
pay careful attention to our customers and cost structure and allows us to
provide a rapid response to market demand for new products as they are
developed.

OUR INDUSTRY. We estimate that the majority of companies that distribute DVD-R
and CD-R products and accessories carry only one or two low-end brands of DVD-R
and CD-R products, and these specialized products represent a small portion of
their business. We believe that in recent years, the industry has tended to
concentrate on lower-end products, though the market for higher end DVD-R and
CD-R products has grown in specialty electronics stores. We believe that both
commercial and individual customers are interested in a quality product that
gives good value for the money spent, in terms of products that help create high
quality reproductions and feature desirable qualities such as high storage and
quick access capabilities.

Recently, we believe that the shift has been away from independent stores to
national mass marketers, though independent retailers have begun to
differentiate themselves and their product offerings from the more limited
selection of merchandise offered by larger stores. We also believe that mass
marketers seek to retail only the low-priced products, and do not target their
efforts towards the serious audio and video enthusiast or commercial user,
leaving this niche market ready for a means of obtaining the product such as we
provide.

GOVERNMENT REGULATION. We are subject to federal, state and local laws and
regulations applied to businesses generally. In all jurisdictions, the
applicable laws and regulations are subject to amendment or interpretation by
regulatory authorities. Generally, such authorities are vested with relatively
broad discretion to grant, renew and revoke licenses and approvals, and to
implement regulations. Licenses may be denied or revoked for various reasons,
including the violation of such regulations. Possible sanctions which may be
imposed include the suspension of individual employees, limitations on engaging
in a particular business for specified periods of time, revocation of licenses,
censures, redress to clients and fines. We believe that we are in conformity
with all applicable laws in all relevant jurisdictions. We may be prevented from
operating if our activities are not in compliance and must take action to be in
compliance with any federal, state, or local regulation.

INTELLECTUAL PROPERTY. Other than our trade name, certain components of our
website and our domain name, we do not own any other patents, trademarks,
copyrights, licenses, concessions or royalties.



                                       4
<PAGE>



OUR RESEARCH AND DEVELOPMENT. We are not currently conducting any research and
development activities.  We do not anticipate conducting such activities in
the near future.

ACQUISITION STRATEGY. We believe that the current marketplace of companies that
resell computer and technology related products is highly fragmented, with
numerous such companies located throughout the country. As such, we believe that
there is an opportunity for a publicly traded company to acquire several,
smaller and more established such companies with already-established reputations
and product lines using our common stock as payment for any potential
acquisitions. Our acquisition strategy is designed to complement our core
business.

Accordingly, we recently began researching potential acquisitions or other
suitable business partners which will assist us in realizing our business
objectives. In March 2004, we were introduced to Iempower, Inc. whose subsidiary
is MyRichUncle, Inc. ("IEM"), a privately held originator of student loans.
Although IEM's business does not complement our core business, we believe that
an acquisition of IEM will increase the value of our common stock, which will
benefit our shareholders. On March 9, 2004, we signed a binding term sheet
outlining the acquisition of all the outstanding common stock of IEM. The
acquisition is conditional on a number of factors, including, but not limited
to, the negotiation of a definitive acquisition agreement and the completion of
a private placement offering by us for a minimum of $3,000,000 of gross
proceeds. We cannot guaranty that we will negotiate a definitive acquisition
agreement, or that we will be able to acquire IEM, or that in the event that we
acquire IEM, this acquisition will increase the value of our common stock.


EMPLOYEES. As of March 30, 2004, we have two part time employees. We believe
that our relations with our employees are good. We are not a party to any
collective bargaining agreements.

FACILITIES. Our administrative office is located at 26586 Guadiana, Mission
Viejo, California 92691. We do not share this office with any other business. We
believe that our facilities are adequate for our needs and that additional
suitable space will be available on acceptable terms as required. We do not own
any real estate.

ITEM 2.  DESCRIPTION OF PROPERTY.
---------------------------------

Property held by us. As of the date specified in the following table, we held
the following property:

============================= ==================== ============================
               Property        December 31, 2003           December 31, 2002
----------------------------- -------------------- ----------------------------
Cash                          $           145,490           $           47,623
----------------------------- -------------------- ----------------------------
Property and equipment, net   $             2,862           $                0
============================= ==================== ============================

OUR FACILITIES. Our headquarters are located at 26586 Guadiana, Mission Viejo,
California 92691. We believe that our facilities are adequate for our needs and
that additional suitable space will be available on acceptable terms as
required. We do not own any real estate.

ITEM 3.  LEGAL PROCEEDINGS.
---------------------------

There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
----------------------------------------------------------

There were no matters submitted to the vote of our security holders during the
period covered by this report.

                                     PART II

ITEM 5.  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
------------------------------------------------------------------------

REPORTS TO SECURITY HOLDERS. We are a reporting company with the Securities and
Exchange Commission, or SEC. The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.

PRICES OF COMMON STOCK. We participate in the OTC Bulletin Board, an electronic
quotation medium for securities traded outside of the Nasdaq Stock Market, and
prices for our common stock are published on the OTC Bulletin Board under the
trading symbol "PCFT". This market is extremely limited and the prices quoted
are not a reliable indication of the value of our common stock. As of March 30,
2004, our stock has not been traded.



                                       5
<PAGE>

We are authorized to issue 50,000,000 shares of $.001 par value common stock and
5,000,000 shares of $.001 par value preferred stock. As of March 30, 2004, there
were 12,925,000 shares of our common stock were issued and outstanding. There is
no preferred stock issued or outstanding, respectively.

There are 457,750 shares of our common stock which can be sold pursuant to
Rule 144 promulgated pursuant to the Securities Act of 1933. Rule 144 provides,
among other things, that persons holding restricted securities for a period of
one year may each sell, assuming all of the conditions of Rule 144 are
satisfied, in brokerage transactions every three months an amount of restricted
securities equal to one percent of our outstanding shares of common stock, or
the average weekly reported volume of trading during the four calendar weeks
preceding the filing of a notice of proposed sale, which ever is more. Rule 144
also provides that, after holding such securities for a period of two years, a
nonaffiliate of the company may sell those securities without restriction, other
than the requirement that we are current with respect to our information
reporting requirements.

The approximate number of holders of record of shares of our common stock is
fifty six. There are no outstanding options or warrants to purchase, or
securities convertible into, shares of our common stock, except for the
Convertible Debenture with Emergent Capital LLC.

There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors.

PENNY STOCK REGULATION. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

o    a description of the nature and level of risk in the market for penny
     stocks in both public offerings and secondary trading;

o    a description of the broker's or dealer's duties to the customer and of the
     rights and remedies available to the customer with respect to violation to
     such duties or other requirements of securities' laws;

o    a brief, clear, narrative description of a dealer market, including "bid"
     and "ask" prices for penny stocks and the significance of the spread
     between the "bid" and "ask" price;

o    a toll-free telephone number for inquiries on disciplinary actions;

o    definitions of significant terms in the disclosure document or in the
     conduct of trading in penny stocks; and

o    such other information and is in such form (including language, type, size
     and format), as the Securities and Exchange Commission shall require by
     rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

o    the bid and offer quotations for the penny stock;

o    the compensation of the broker-dealer and its salesperson in the
     transaction;

o    the number of shares to which such bid and ask prices apply, or other
     comparable information relating to the depth and liquidity of the market
     for such stock; and

o    monthly account statements showing the market value of each penny stock
     held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.


                                       6
<PAGE>



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN
OF OPERATION.
------------------------------------------------------------------------------

THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF
MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS ARE NOT BASED ON HISTORICAL FACT.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY", "SHALL", "WILL", "COULD", "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR
SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE
FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN
COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. NO ASSURANCE CAN BE
GIVEN THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS
SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION
TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.

CRITICAL ACCOUNTING POLICY AND ESTIMATES.

Our Management's Discussion and Analysis of Financial Condition and Results of
Operations section discusses our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an on-going basis,
management evaluates its estimates and judgments, including those related to
revenue recognition, accrued expenses, financing operations, and contingencies
and litigation. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions. The most significant accounting estimates
inherent in the preparation of our financial statements include estimates as to
the appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources, primarily allowance for doubtful accounts
receivables, accruals for other costs, and the classification of net operating
loss and tax credit carry forwards between current and long-term assets. These
accounting policies are described at relevant sections in this discussion and
analysis and in the notes to the financial statements included in our Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES. We had cash of $145,490 as of December 31,
2003. We had accounts receivable of $6,169 and $54 in inventory. Our total
current assets were $151,713 as of December 31, 2003. We believe that our
available cash is sufficient to pay our day-to-day expenditures. We had property
and equipment of $2,862 net of accumulated depreciation of $837 as of December
31, 2003, making our total assets $154,575 as of December 31, 2003.

Our total liabilities were $160,953 as of December 31, 2003. We had $44,353 in
accounts payable and accrued expenses, $6,600 in interest payable and $110,000
in a convertible note payable. This note accrues interest at the rate of 8% per
annum and is due and payable, together with interest, on April 27, 2004. We are
currently negotiating more favorable terms with the holder of this note and we
hope to arrange for acceptance of partial payment to settle the note. We have no
long-term commitments or contingencies.

RESULTS OF OPERATIONS.



                                       7
<PAGE>



REVENUES. For the year ended December 31, 2003 we had generated sales of
$189,551, less $153,180 for the cost of those goods sold, for a gross profit of
$36,371. For the year ended December 31, 2002, we had sales of $79,843, less
$70,412 for cost of goods sold, for a gross profit of $9,431.

OPERATING EXPENSES. For the year ended December 31, 2003, our total operating
expenses were $68,733, compared to $17,369 total operating expenses for the year
ended December 31, 2002. The majority of those expenses were legal and
professional fees, which totaled $42,742 and $23,387 for office and
administrative expenses for the year ended December 31, 2003, compared to $8,720
in legal and professional fees and $7,085 for consulting expenses for the year
ended December 31, 2002. Our operating expenses were significantly higher during
the year ended December 31, 2003 as compared to the year ended December 31, 2002
because of the costs associated with being a public company during the most
recent year. For the year ended December 31, 2003, we experienced a net loss
from operations of $39,762, after accounting for $6,600 in interest expense and
$800 as provision for income taxes, compared to a net loss from operations of
$8,738, after accounting for $800 as provision for income taxes, for the year
ended December 31, 2002, again due to the higher costs of operating as a public
company.

OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. We have generated $189,551 in
revenues for the year ended December 31, 2003, from the distributrion and sale
of optical storage items such as CD-R's and DVD-Rs and associated products and
accessories, such as labeling systems, recording media and disc printers. We
believe that we can continue to generate increasing levels of revenues and
successfully compete in this niche market because of the level of service we
provide our customers, and because we offer a wide selection of quality products
and accessories.

In addition, we recently began researching potential acquisitions or other
suitable business partners which will assist us in realizing our business
objectives. In March 2004, we were introduced to Iempower, Inc. whose subsidiary
is MyRichUncle, Inc. ("IEM"), a privately held originator of student loans.
Although IEM's business does not complement our core business, we believe that
an acquisition of IEM will increase the value of our common stock, which will
benefit our shareholders. On March 9, 2004, we signed a binding term sheet
outlining the acquisition of all the outstanding common stock of IEM. The
acquisition is conditional on a number of factors, including, but not limited
to, the negotiation of a definitive acquisition agreement and the completion of
a private placement offering by us for a minimum of $3,000,000 of gross
proceeds. We are currently negotiating the terms of a definitive agreement with
IEM and we hope to sign the agreement and close the transaction with IEM on or
before April 30, 2004. We cannot guaranty that we will negotiate a definitive
acquisition agreement, or that we will be able to acquire IEM, or that in the
event that we acquire IEM, this acquisition will increase the value of our
common stock.

We have cash of $145,490 as of December 31, 2003. In the opinion of management,
available funds will satisfy our working capital requirements for the next
twelve months. Our forecast for the period for which our financial resources
will be adequate to support our operations involves risks and uncertainties and
actual results could fail as a result of a number of factors.

We are not currently conducting any research and development activities and we
do not anticipate that we will purchase any significant equipment. We do not
anticipate that we will need to hire additional employees or independent
contractors.

OFF-BALANCE SHEET ARRANGEMENTS. There are no off balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.

ITEM 7.  FINANCIAL STATEMENTS


                            PACIFIC TECHNOLOGY, INC.
                        (formerly Dr. Protein.com, Inc.)


                         REPORT AND FINANCIAL STATEMENTS

                                DECEMBER 31, 2003







                                       8
<PAGE>





                            PACIFIC TECHNOLOGY, INC.
                        (formerly Dr. Protein.com, Inc.)


                                    CONTENTS




                                                                           PAGE

Independent Auditors' Report                                                 10

Financial Statements

     Balance Sheet                                                           11

     Statements of Operations                                                12

     Statements of Changes in Stockholders' Deficit                          13

     Statements of Cash Flows                                                14

     Notes to Financial Statements                                           15




                                       9
<PAGE>





                          INDEPENDENT AUDITORS' REPORT

March 26, 2004

To the Stockholders of
Pacific Technology, Inc.


We have audited the accompanying balance sheet of Pacific Technology, Inc.
(formerly Dr. Protein.com, Inc.) as of December 31, 2003, and the related
statements of operations, changes in stockholders' deficit, and cash flows for
the two years then ended. 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 the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pacific Technology, Inc. as of
December 31, 2003, and the results of its operations and its cash flows for the
two years then ended in conformity with generally accepted accounting principles
in the United States of America.




                                                               HALL & COMPANY
                                                             Irvine, California



                                       10
<PAGE>





                            PACIFIC TECHNOLOGY, INC.
                        (formerly Dr. Protein.com, Inc.)

                                  BALANCE SHEET

                                DECEMBER 31, 2003



                                     ASSETS
                                     ------
Current assets
    Cash                                                         $      145,490
    Accounts receivable, net                                              6,169
    Inventory                                                                54
                                                                 --------------

       Total current assets                                             151,713

Property and equipment, net of accumulated depreciation of $837           2,862
                                                                  -------------

          Total assets                                           $      154,575
                                                                 ==============



                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

Current liabilities
    Accounts payable and accrued expenses                        $       44,353
    Interest payable                                                      6,600
    8% Convertible note payable                                         110,000
                                                                 --------------

       Total current liabilities                                        160,953


Stockholders' deficit
    Preferred stock, $.001 par value;
       Authorized shares -- 5,000,000
       Issued and outstanding shares-- 0                                    ---
    Common stock, $.001 par value;
       Authorized shares -- 50,000,000
       Issued and outstanding shares-- 12,925,000                        12,925
    Additional paid-in capital                                           29,197
    Accumulated deficit                                                 (48,500)
                                                                 ---------------

       Total stockholders' deficit                                       (6,378)
                                                                 ---------------

          Total liabilities and stockholders' deficit            $      154,575
                                                                 ==============



                 See accompanying notes to financial statements.


                                       11
<PAGE>



                            PACIFIC TECHNOLOGY, INC.
                        (formerly Dr. Protein.com, Inc.)

                            STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
<S>                                                                     <C>                    <C>
                                                                         2003                2002
                                                                     -------------       -------------

NET SALES                                                            $     189,551       $      79,843

COST OF GOODS SOLD                                                         153,180              70,412
                                                                     -------------       -------------

GROSS PROFIT                                                                36,371               9,431

OPERATING EXPENSES
   Consulting services                                                         ---               7,085
   Depreciation                                                                837                 ---
   Legal and professional fees                                              42,742               8,720
   Occupancy                                                                 1,767                 ---
   Office and administrative                                                23,387               1,564
                                                                     -------------       -------------

     Total operating expenses                                               68,733              17,369
                                                                     -------------       -------------

LOSS FROM OPERATIONS                                                       (32,362)             (7,938)

INTEREST EXPENSE                                                            (6,600)                ---
                                                                     -------------       -------------

LOSS BEFORE PROVISION FOR INCOME TAXES                                     (38,962)             (7,938)

PROVISION FOR INCOME TAX EXPENSE (BENEFIT)                                     800                 800
                                                                     -------------       -------------

NET LOSS/COMPREHENSIVE LOSS                                                (39,762)      $      (8,738)
                                                                     =============       =============

NET LOSS/COMPREHENSIVE LOSS PER COMMON SHARE-- BASIC AND DILUTED
                                                                               ---       $         ---
                                                                     =============       =============

WEIGHTED AVERAGE OF COMMON SHARES-- BASIC AND DILUTED
                                                                        12,925,000           4,775,000
                                                                     =============       =============
</TABLE>

                 See accompanying notes to financial statements.

                                       12
<PAGE>


                            PACIFIC TECHNOLOGY, INC.
                        (formerly Dr. Protein.com, Inc.)

                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
<S>                                       <C>               <C>               <C>        <C>              <C>
                                              Common Stock             Additional
                                        -----------------------         Paid-In       Accumulated
                                         Shares           Amount        Capital          deficit         Total
                                      ------------    ------------   ------------     ------------    ------------
Balance, June 11, 2002                         ---    $        ---   $        ---     $        ---    $        ---

Issuance of common stock,
  June 21, 2002                          9,030,000           9,030         (3,020)             ---           6,010

Cancellation of common
  stock, December 2, 2002               (3,000,000)         (3,000)            ---             ---          (3,000)

Net loss/Comprehensive loss                    ---             ---             ---          (8,738)         (8,738)
                                      ------------    ------------    ------------    ------------    ------------

Balance, December 31, 2002               6,030,000           6,030          (3,020)         (8,738)         (5,728)

Acquisition, March 28, 2003              6,895,000           6,895          30,450             ---          37,345

Expenses paid by officer                       ---             ---           1,767             ---           1,767

Net loss/Comprehensive loss                    ---             ---             ---         (39,762)        (39,762)
                                      ------------    ------------    ------------    ------------    ------------

Balance December 31, 2003               12,925,000    $     12,925    $     29,197    $    (48,500)   $     (6,378)
                                      ============    ============    ============    ============    ============
</TABLE>


        See accompanying notes to financial statements.


                                       13
<PAGE>


                            PACIFIC TECHNOLOGY, INC.
                        (formerly Dr. Protein.com, Inc.)

                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
<S>                                                                                  <C>               <C>
                                                                                    2003               2002
                                                                               -------------      -------------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                    $    (39,762)      $      (8,738)
   Adjustments to reconcile net loss to net cash provided (used) by
     operating activities
       Cost of consulting services paid with common stock                               ---               2,010
       Expenses paid by officer                                                       1,767                 ---
       Depreciation                                                                     837                 ---
       Changes in operating assets and liabilities
         Increase in accounts receivable                                             (3,698)             (2,471)
         Increase in inventory                                                          (54)                ---
         Increase in accounts payable and accrued expenses                           36,065               8,288
         Increase in interest payable                                                 6,600                 ---
         (Decrease) increase in income tax payable                                     (800)                800
                                                                               -------------      -------------

           Net cash provided (used) by operating activities                              955               (111)

CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of computer equipment and furniture                                   (3,699)               ---
                                                                               -------------      -------------

           Net cash used in operating activities                                      (3,699)               ---
                                                                               -------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Acquisition of assets                                                              37,345                ---
   Contributions of capital                                                              ---              1,000
   Proceeds from issuance of convertible note                                        110,000                ---
                                                                               -------------      -------------

           Net cash provided by financing activities                                 147,345              1,000
                                                                               -------------      -------------

NET INCREASE IN CASH                                                                 144,601                889

CASH, beginning of year                                                                  889               ---
                                                                               -------------      -------------

CASH, end of year                                                              $     145,490      $         889
                                                                               =============      =============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Income taxes paid                                                           $         800      $         800
                                                                               =============      =============
   Interest paid                                                               $         ---      $         ---
                                                                               =============      =============
</TABLE>


        See accompanying notes to financial statements.
<PAGE>



                            PACIFIC TECHNOLOGY, INC.
                        (formerly Dr. Protein.com, Inc.)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002



NOTE 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

BUSINESS DESCRIPTION - Pacific Technology, Inc. (the "Company") was incorporated
in the state of Delaware on March 2, 2000 as Dr. Protein.com Inc. and on March
7, 2003 changed its name to Pacific Technology, Inc. The Company is a reseller
of optical storage products such as compact disc recordable equipment (CD-R) and
digital video disc recordable (DVD-R) products and other computer accessories
and peripherals. The Company is headquartered in Mission Viejo, California. Also
see Note 7.

CASH EQUIVALENTS - For purposes of the balance sheet and statement of cash
flows, the Company considers all highly liquid debt instruments purchased with
maturity of three months or less to be cash equivalents.

ACCOUNTS RECEIVABLE - Receivables represent valid claim against debtors for
sales or other charges arising on or before the balance sheet date and are
reduced to their estimated net realizable value.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amount of the Company's
financial instruments, which includes cash, accounts receivable, accounts
payable, and accrued expenses approximate their fair value due to the short
period to maturity of these instruments.

PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost less
accumulated depreciation while repairs and maintenance are charged to expense as
incurred. When items of equipment are retired or sold, the related cost and
accumulated depreciation are eliminated from the accounts and any gain or loss
is recorded as other income (expense) within the statement of operations.

DEPRECIATION - Depreciation is computed on the straight-line method over the
estimated useful lives of the assets acquired. Estimated useful lives of five
years are used on office equipment, furniture and fixtures.

RECOGNITION OF REVENUES - The Company records sales of its products when fee is
fixed and determinable, title passes and collectibility is reasonably assured.

INCOME TAXES - The Company recognizes deferred tax assets and liabilities based
on differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. The Company provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.

NET LOSS PER COMMON SHARE - The Company adopted the provisions of Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). SFAS
128 requires the reporting of basic and diluted earnings/loss per share. Basic
loss per share is calculated by dividing net loss by the weighted average number
of outstanding common shares during the period.



                                       14
<PAGE>



                            PACIFIC TECHNOLOGY, INC.
                        (formerly Dr. Protein.com, Inc.)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002



Note 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

COMPREHENSIVE LOSS - The Company applies Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130
establishes standards for the reporting and display of comprehensive income or
loss, requiring its components to be reported in a financial statement that is
displayed with the same prominence as other financial statements. For the period
ended December 31, 2002, the Company had no other components of its
comprehensive income or loss other than the net loss as reported on the
statement of operations.

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

NOTE 2 - PROPERTY AND EQUIPMENT

The breakdown of property and equipment is as follows:

                                                   2003                2002
                                              ------------        ----------
          Computer equipment                  $      2,823        $      ---
          Office furniture                             876               ---
                                               -----------        ----------
              Total cost                             3,699               ---
          Less:  accumulated depreciation             (837)              ---
                                               -----------        ----------
          Property and equipment, net          $     2,862        $      ---
                                               ===========        ==========

NOTE 3 - ACCRUED EXPENSES

ACCRUED WAGES AND COMPENSATED ABSENCES - The Company currently does not have any
employees. The majority of development costs and services have been provided to
the Company by the officers and outside, third party vendors. As such, there is
no accrual for wages or compensated absences as of December 31, 2003.

NOTE 4 - INCOME TAXES

At December 31, 2003, the Company has available for federal income tax purposes
a net operating loss carryforward of approximately $48,500, expiring 2022, that
may be used to offset future taxable income. Therefore, only the minimum state
income tax of $800 has been provided for in these financial statements.

As a result, the Company has deferred tax assets of approximately $7,300 at
December 31, 2003. The Company has not recorded a benefit from its net operating
loss carryforward because realization of the benefit is uncertain and,
therefore, a valuation allowance of ($7,300) has been provided for the deferred
tax assets.


                                       15
<PAGE>


                            PACIFIC TECHNOLOGY, INC.
                        (formerly Dr. Protein.com, Inc.)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002



NOTE 5 - COMMON STOCK

On June 21, 2002, the Company issued 9,030,000 shares of its common stock, as
restated for the three-to-one forward split on March 28, 2003, to its officers
and founders for consulting services rendered in connection with the initial
organization costs incurred. Since there was no readily available market value
at the time the services were rendered, par value of $0.001 per share was
considered as a reasonable estimate of fair value by all parties.

On December 2, 2002, the Company redeemed and cancelled 3,000,000 shares of its
common stock , as restated for the three-to-one forward split on March 28, 2003,
at par value previously issued to an officer and founder.

On February 14, 2003, the Company converted a note payable to a shareholder in
the amount of $50,000 to 2,500,000 shares of the Company's $.001 par value
common stock for $.02 per share.

On March 28, 2003, the Company entered into an exchange agreement whereby the
Company issued 6,030,000 shares of common stock for all the outstanding shares
of Pacific Technology, Inc. as detailed in Note 7.

In connection with the exchange agreement on March 28, 2003, the Company also
redeemed 2,000,000 shares of the Company's $.001 par value common stock and
issued a three-to-one forward split of stockholders of record on that date.


NOTE 6 - RELATED PARTY TRANSACTIONS

On June 21, 2002, the Company issued 9,030,000 shares of its common stock , as
restated for the three-to-one forward split on March 28, 2003, to its officers
and founders for services as described in Note 3.

The Company occupies office space provided by its officer. Accordingly,
occupancy costs have been allocated to the Company based on the square foot
percentage assumed multiplied by the officer's total monthly costs. These
amounts are shown in the accompanying statements of operations and are
considered additional contributions of capital by the officer and the Company.

NOTE 7 - ACQUISITION OF BUSINESS

On March 28, 2003, Dr. Protein.com, Inc. acquired 100% of the outstanding stock
of Pacific Technology, Inc. ("PTI") in exchange for 6,030,000 shares of common
stock at $.001 par value. For accounting purposes, the acquisition has been
treated as an acquisition of Dr. Protein.com, Inc. by PTI and as a
recapitalization of PTI (i.e., a "reverse acquisition"). As a result, the
historical financial statements prior to March 28, 2003 are those of PTI, which
began significant business operations in July 2002.

NOTE 8 - 8% Convertible Note Payable

On March 28, 2003, the Company issued for cash, a convertible note payable in
the amount of $110,000 to a related party. Pursuant to the terms of the
agreement, the note accrues interest at the rate of 8% per annum and is due and
payable, together with interest, on April 27, 2004. The note contains a
conversion feature allowing the related party, with proper notice, to convert
the note into 5,500,000 shares of the Company's common stock at $0.02 per share.


                                       16
<PAGE>




                            PACIFIC TECHNOLOGY, INC.
                        (formerly Dr. Protein.com, Inc.)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002





NOTE 9 - CONCENTRATION OF CREDIT RISK

The Company maintains its cash in bank deposit accounts with a bank which, at
times, may exceed federally insured limits. The Company has not experienced
any losses on such accounts.

NOTE 10 - SUBSEQUENT EVENTS

On March 9, 2004, the Company signed a binding term sheet outlining the
acquisition of all the outstanding common stock of Iempower, Inc. and all its
subsidiaries, including but not limited to, MyRichUncle, Inc ("IEM") a privately
held originator of student loans. The merger is conditional on a number of
factors, including but not limited to, the negotiation of a definitive merger
agreement and the completion of a private placement offering by the Company for
a minimum of $3,000,000 of gross proceeds.





                                       17
<PAGE>



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
------------------------------------------------------

On October 14, 2002, the Registrant's Board of Directors, voted to replace its
independent accountant, Quintanilla Accountancy Corporation ("Quintanilla").
Effective as of October 14, 2002, the Registrant's new independent accountant is
Hall & Company, certified public accountants ("Hall & Company"). The Registrant
retained the accounting firm of Hall & Company on October 14, 2002, as the
principal accountants to audit the Registrant's financial statements. The
Registrant authorized Quintanilla to respond fully to any inquiries from Hall &
Company and to make its work papers available to Hall & Company.

The reports of Quintanilla from March 2, 2000, the date of the Registrant's
inception, through October 14, 2002, did not contain any adverse opinion,
disclaimer of opinion, or qualification or modification as to the certainty,
audit scope or accounting principles. During March 2, 2000, the date of the
Registrant's inception, through October 14, 2002, there were no disagreements
between the Registrant and Quintanilla on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of the former independent
auditor, would have caused it to make reference to the subject matter of the
disagreement in connection with its report. In addition, during March 2, 2000
through October 14, 2002, there were no "reportable events" within the meaning
of Item 304 of the Securities and Exchange Commission's Regulation S-K.



                                       18
<PAGE>



ITEM 8A. CONTROLS AND PROCEDURES.
---------------------------------

(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed within 90 days of
the filing date of this report, our chief executive officer and the principal
financial officer concluded that our disclosure controls and procedures were
adequate.

(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
----------------------------------------------------------------------

EXECUTIVE OFFICERS AND DIRECTORS.

==================== ============ ==============================================
Name                      Age     Position
-------------------- ------------ ----------------------------------------------
Roderick Cabahug          33      President, Chief Executive Officer, Director
-------------------- ------------ ----------------------------------------------
Stan McCrosky             32      Secretary, Chief Financial Officer, Director
-------------------- ------------ ----------------------------------------------
Eric Becker               40      Director
==================== ============ ==============================================

RODERICK CABAHUG. Concurrent with our acquisition of PTI on March 28, 2003, Mr.
Cabahug was appointed as our President and one of our directors. Mr. Cabahug is
responsible for our day-to-day operations. From 1995 until late 1996, Mr.
Cabahug worked as an Industrial Management analyst for the Institute for Applied
Behavior Analysis. In 1996, Mr. Cabahug left the Institute for Applied Behavior
Analysis to become a sales representative for Mediastore Inc. in Lake Forest,
California. Mediastore is a direct retailer of media and data storage products
which services artists, musicians, and developers. As a sales representative,
Mr. Cabahug developed several viable business contacts with suppliers and
customers. In 2001, Mr. Cabahug was promoted to Vice President of Mediastore. In
2002, Mr. Cabahug left Mediastore to develop business operations for the
Company. Mr. Cababug is a graduate of California State University, Fullerton and
received his Bachelor of Arts Degree in Psychology in 1995. Mr. Cabahug is not
an officer or director of any reporting company.

STAN MCCROSKY. Concurrent with our acquisition of PTI on March 28, 2003, Mr.
McCrosky was appointed our Secretary, Chief Financial Officer and one of our
directors. Mr. McCrosky is responsible for the administration of corporate
operations and management of our financial books and records. From 1996 to 2002,
Mr. McCrosky worked as Sales Manager for Mediastore where he has supervised
Mediastore's master recording supply segment, a direct retailer of media and
data storage products. Mr. McCrosky graduated in 1994 from California State
University, Fullerton with a Bachelor Degree in Criminal Justice. Mr. McCrosky
is not an officer or director of any reporting company.

ERIC BECKER. Concurrent with our acquisition of PTI on March 28, 2003, Mr.
Becker was appointed as one of our directors. From 2001 to the present, Mr.
Becker has assisted many developing technology companies as an independent
computer consultant. Mr. Becker has extensive experience and knowledge of the
computer industry, which we believe will assist our future development. From
2000 to 2001, Mr. Becker was the Director of Education at Computer Concepts
located in Orange County, California. From 1997 to 2000, he was a General
Manager and Northeastern Regional Manager for New Horizons Computer Learning
Center. Mr. Becker earned his Bachelor degree in Business from the University of
Windsor in 1992, and his Master Degree in International Business from the
Thunderbird School of International Management in 1994. Mr. Becker is not an
officer or director of any reporting company.


                                       19
<PAGE>


AUDIT COMMITTEE AND FINANCIAL EXPERT. We do not have a financial expert on our
Board of Directors as that term is defined by Item 401(e)2. Our board of
directors intends to establish an audit committee to be composed of one
independent director, Mr. Becker. The audit committee will generally meet with
and consider suggestions from members of management and our internal accounting
personnel, as well as our independent accountants, concerning our financial
operations. The audit committee also has the responsibility to:

o    Review the audit committee charter at least annually and recommend any
     changes to our board of directors;
o    Review our annual financial statements and any other relevant reports or
     other financial information;
o    Review the regular internal financial reports prepared by management and
     any internal auditing department;
o    Recommend to the board of directors the selection of the independent
     accountants and approve the fees and other compensation to be paid to the
     independent accountants;
o    Review and discuss with the accountants all significant relationships the
     accountants have with us to determine the accountants' independence;
o    Review the performance of the independent accountants and approve any
     proposed discharge of the independent accountants when circumstances
     warrant; and
o    Following completion of the annual audit, review separately with the
     independent accountants, the internal auditing department, if any, and
     management any significant difficulties encountered during the course of
     the audit.

There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining any of our officers or directors from engaging in or continuing any
conduct, practice or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security, or any aspect of the securities business or of theft or of any felony,
nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.

Our directors will serve until the next annual meeting of stockholders. Our
executive officers are appointed by our Board of Directors and serve at the
discretion of the Board of Directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the
Securities Act of 1934 requires our directors, executive officers, and any
persons who own more than 10% of a registered class of our equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. SEC regulation requires executive officers, directors and
greater than 10% stockholders to furnish us with copies of all Section 16(a)
forms they file. Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during the fiscal year ended December 31, 2003 our executive officers,
directors, and greater than 10% stockholders complied with all applicable filing
requirements.

CODE OF ETHICS. We have not adopted a code of ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. We are in the
process of preparing and adopting a code of ethics.

ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

SUMMARY COMPENSATION TABLE. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our Chief
Executive Officer and our other executive officers during the years ending
December 31, 2003 and 2002. Our Board of Directors may adopt an incentive stock
option plan for our executive officers which would result in additional
compensation.


                                       20
<PAGE>


<TABLE>
<CAPTION>
<S>                           <C>                     <C>                                 <C>                              <C>
========================== ====== ================================== ================================================= ============
                                         Annual Compensation                      Long Term Compensation

-------------------------- ------ ---------------------------------- ------------------------------------------------- ------------
   Name and Principal      Year   Salary  Bonus      Other Annual                  Awards                   Payouts      All Other
        Position                   ($)      ($)    Compensation ($)                                                    Compensation
-------------------------- ------ ------- -------- ----------------- ------------------------------------ ------------ ------------
                                                                       Restricted        Securities          LTIP
                                                                      Stock Awards       Underlying       Payouts ($)
                                                                          ($)         Options/SARs (#)
-------------------------- ------ ------- -------- ----------------- --------------- -------------------- ------------ ------------
Michelle Mirrotto -        2002    None    None          None             None              None             None            None
former president,
secretary
-------------------------- ------ ------- -------- ----------------- --------------- -------------------- ------------ ------------
                           2003    None    None          None             None              None             None            None
-------------------------- ------ ------- -------- ----------------- --------------- -------------------- ------------ ------------
John D. Muellerleile -     2002    None    None          None             None              None             None            None
former treasurer
-------------------------- ------ ------- -------- ----------------- --------------- -------------------- ------------ ------------
Courtney Koepsell -        2002    None    None          None             None              None             None            None
former treasurer
-------------------------- ------ ------- -------- ----------------- --------------- -------------------- ------------ ------------
                           2003    None    None          None             None              None             None            None
-------------------------- ------ ------- -------- ----------------- --------------- -------------------- ------------ ------------
Roderick Cabahug -         2003    None    None          None             None              None             None            None
president
-------------------------- ------ ------- -------- ----------------- --------------- -------------------- ------------ ------------
Stanley McCrosky           2003    None    None          None             None              None             None            None
-treasurer, secretary
========================== ====== ======= ======== ================= =============== ==================== ============ ============
</TABLE>

COMPENSATION OF DIRECTORS.  Our directors who are also our employees receive no
extra compensation for their service on our board of directors.

COMPENSATION OF OFFICERS.  As of March 30, 2004, our officers have received no
compensation for their services provided to us, other than as indicated in the
table above.

EMPLOYMENT CONTRACTS.  We are not party to any employment contracts with our
employees.

STOCK OPTION PLAN.  We do not have any stock option plans in place.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
------------------------------------------------------------------------

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 30, 2004 by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.

On March 28, 2003, Roderick Cabahug, Stanley McCrosky and Eric Becker were
appointed to our board of directors. On March 28, 2003, Messrs. Cabahug,
McCrosky and Morris were issued 6,030,000 shares of our common stock in exchange
for all of their shares of Pacific Technology, Inc. a Nevada corporation
("PTI"), pursuant to the terms of the Share Exchange Agreement dated March 28,
2003. On March 28, 2003, Michelle Mirrotto agreed to the cancellation of the
2,000,000 shares she owned, and resigned as our President, Secretary and
director. As a result of these transactions, our total issued and outstanding
shares of common stock became 12,925,000, and the individuals listed below own
shares of our stock as indicated.

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 30, 2004, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.



                                       21
<PAGE>


<TABLE>
<CAPTION>
<S>                                         <C>                                     <C>                            <C>
======================= =============================================== =================================== ======================
    Title of Class                     Name and Address                         Amount and Nature            Percent of Class
                                     of Beneficial Owner                      of Beneficial Owner
----------------------- ----------------------------------------------- ----------------------------------- ----------------------
Common Stock            Roderick Cabahug
                        26586 Guadiana                                      1,500,000 shares, director               11.61%
                        Mission Viejo, California, 92691
----------------------- ----------------------------------------------- ----------------------------------- ----------------------
Common Stock            Stanley McCrosky
                        26586 Guadiana                                      4,500,000 shares, director               34.82%
                        Mission Viejo, California, 92691
----------------------- ----------------------------------------------- ----------------------------------- ----------------------
Common Stock            Eric Becker
                        26586 Guadiana                                         no shares, director                    0.0%
                        Mission Viejo, California, 92691
----------------------- ----------------------------------------------- ----------------------------------- ----------------------
Common Stock            Michelle Mirrotto
                        336 Plaza Estival                                      3,600,000 shares(1)                   27.85%
                        San Clemente, California 92672
----------------------- ----------------------------------------------- ----------------------------------- ----------------------
Common Stock            All directors and named executive officers as            6,000,000 shares                    46.42%
                        a group
======================= =============================================== =================================== ======================
</TABLE>

(1) Michelle Mirrotto beneficially owns 600,000 shares of common stock held by
her spouse in addition to her own 3,000,000 shares.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

CHANGES IN CONTROL. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
---------------------------------------------------------

RELATED PARTY TRANSACTIONS. There have been no related party transactions,
except for the following:

On September 22, 2001, Michelle Mirrotto, our president, secretary and one of
our directors, married Ryan A. Neely, one of our shareholders.

On March 3, 2000, Ryan A. Neely was issued 600,000 shares of our common stock in
exchange for his services as our promoter. The transaction was accounted for
based on the fair value of those services which was determined to be $600. We
also issued 1,250,000 shares to our other founders for services. The transaction
was accounted for based on the fair value of those services which was determined
to be $1,250. We also issued 1,550,000 shares to six individuals for legal
services that were provided to us. The transaction was accounted for based on
the fair value of those services which was determined to be $1,550.

On February 14, 2003, we issued 2,500,000 shares to Michelle Mirrotto, our sole
officer and director at the time in exchange for cancellation of a debt we owed
her in the amount of $50,000, or $.02 per share.

Michelle Mirrotto, our former president, secretary and one of our directors, has
provided office space to us at no charge.

Concurrent with our acquisition of PTI on March 28, 2003, we issued a
convertible debenture to Emergent Capital, LLC, a Nevada limited liability
company, for $110,000. Emergent's sole member is the spouse of Ms. Mirrotto, one
of principal shareholders and our former officer and director. We intend to use
those funds to expand our operations. The terms of the convertible debenture are
as follows:

a)   The debenture shall bear interest of eight percent (8%);

b)   Interest and principal shall be due and payable on March 28, 2004; and

c)   The debenture holder shall have the right, at any time on or prior to March
     28, 2004 and upon notice of 61 days, to convert that debt into shares of
     our common stock at $.02 per share.



                                       22
<PAGE>



Emergent has granted us a thirty day extension of the due date of the note. We
are currently negotiating more favorable terms with Emergent and we hope to
arrange for acceptance of partial payment to settle the note.

With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

o    disclosing such transactions in prospectuses where required;
o    disclosing in any and all filings with the Securities and Exchange
     Commission, where required;
o    obtaining disinterested directors consent; and
o    obtaining shareholder consent where required.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

(a) Exhibit No.
---------------

3.1               Certificate of Incorporation*

3.1.1             Amendment to Certificate of Incorporation**

3.2               Bylaws*

31.l              Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
                  Officer and Chief Financial Officer of the Company
31.2              Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
                  Officer and Chief Financial Officer of the Company

32.1              Section 906 Certification by Chief Executive Officer and
                  Chief Financial Officer

32.2              Section 906 Certification by Chief Executive Officer and
                  Chief Financial Officer

*                 Included in the registration statement on Form SB-2 filed on
                  August 10, 2001.

**                Included in Form 8-K filed on March 7, 2003.

(b) Reports on Form 8-K
-----------------------

No reports on Form 8-K were filed during the last quarter of the period covered
by this annual report on Form 10-KSB, however, subsequent to the reporting
period, on March 12, 2004, we filed a current report on Form 8-K containing
information under Item 5- Other Events to report that on March 9, 2004, we
signed a binding term sheet outlining the acquisition of Iempower, Inc. and all
of its subsidiaries including, but not limited to, MyRichUncle, Inc. ("IEM") a
privately-held originator of student loans.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
-------------------------------------------------

AUDIT FEES. The aggregate fees billed in each of the fiscal years ended December
31, 2003 and 2002 for professional services rendered by the principal accountant
for the audit of our annual financial statements and review of the financial
statements included in our Form 10-KSB or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years were $30,000 and $24,000, respectively.

AUDIT-RELATED FEES. There were no fees billed for services reasonably related to
the performance of the audit or review of the financial statements outside of
those fees disclosed above under "Audit Fees" for fiscal years 2003 and 2002.

TAX FEES. For the fiscal years ended December 31, 2003 and December 31, 2002,
our principal accountants did not render any services for tax compliance, tax
advice, and tax planning work.



                                       23
<PAGE>



ALL OTHER FEES.  None.

PRE-APPROVAL POLICIES AND PROCEDURES. Prior to engaging its accountants to
perform a particular service, our board of directors obtains an estimate for the
service to be performed. All of the services described above were approved by
the board of directors in accordance with its procedures.



                                       24
<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Newport Beach, California, on March 30, 2004.

                                           Pacific Technology, Inc.
                                           a Delaware corporation


                                           By:      /s/   Roderick Cabahug
                                                    ---------------------------
                                                    Roderick Cabahug
                                           Its:     principal executive officer
                                                    president and director


                                           By:      /s/  Stanley McCrosky
                                                    ---------------------------
                                                    Stanley McCrosky
                                           Its:     principal financial officer
                                                    secretary, and a director


                                           By:      /s/  Eric J. Becker
                                                    ---------------------------
                                                    Eric J. Becker
                                           Its:     director


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



By:                                                           March 30, 2004
         Roderick Cabahug
Its:     principal executive officer
         president and a director



                                       25
<PAGE>