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

                               AMENDMENT NO. 1 TO
                                   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, 2002
                                      -----------------

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

Commission File Number: 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.    ( ) Yes   (X) 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. $1,466

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 27, 2003, approximately $0.

As of April 29, 2003, 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.


OUR BUSINESS. 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. PTI distributes and sells optical storage items such as compact disc
recordable or CD-R and digital video disc recordable or DVD-R products and
accessories. PTI's product offerings include CD-Rs, DVD-Rs, CD and DVD labeling
systems, recording media and disc printers. PTI markets and sells products by
means of direct sales and by means of internet based advertising.

We have abandoned our business of selling protein bars and plan to pursue PTI's
business plan. Therefore, we plan to terminate our relationship with our product
supplier and undertake PTI's operations and adopt its marketing and growth
strategy, utilize its intellectual property, and anticipate operating in its
competitive market.

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.

EMPLOYEES. As of April 29, 2003, 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, 2002
-------------------------------------- --------------------------
Cash                                                     $47,623
====================================== ==========================

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.



                                       2
<PAGE>

                                     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.

Our securities are not listed for trading on any exchange or quotation service.
We are not required to comply with the timely disclosure policies of any
exchange or quotation service. The requirements to which we would be subject if
our securities were so listed typically include the timely disclosure of a
material change or fact with respect to our affairs and the making of required
filings. Although we are not required to deliver an annual report to security
holders, we intend to provide an annual report to our security holders, which
will include audited financial statements.

There are 1,810,000 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.

In January 2002, our registration statement on Form SB-2 to register a total of
1,775,000 shares of common stock held by our shareholders was declared effective
by the SEC. The approximate number of holders of record of shares of our common
stock is thirty six. There are no outstanding options or warrants to purchase,
or securities convertible into, shares of our common stock.

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.


                                       3
<PAGE>

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.

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 consolidated 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 them
consolidated financial statements included in our Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2002.



                                       4
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES. We had cash of $47,623 as of December 31, 2002.
We had accounts receivable of $316 as of December 31, 2002. Our total current
assets and total assets were $47,939 as of December 31, 2002. We believe that
our available cash is sufficient to pay our day-to-day expenditures.

Our total liabilities were $59,788 as of December 31, 2002. We had $9,788 in
accounts payable and accrued expenses and $50,000 in a note payable to a related
party. In February 2003, that party agreed to convert that note to common stock
at a rate of $0.02 per share. We issued 2,500,000 shares to that party in
exchange for the cancellation of the debt. We have no long-term commitments or
contingencies.

RESULTS OF OPERATIONS.

REVENUES. For the year ended December 31, 2002 we had generated sales of $1,466,
less $1,106 for the cost of those goods sold, for a gross profit of $360. For
the year ended December 31, 2001, we had sales of $320, less $67 for cost of
goods sold, for a gross profit of $253. We anticipate that once we consummate
the transaction with PTI, as described above, we will generate significant
revenues from the operation of PTI's business.

OPERATING EXPENSES. For the year ended December 31, 2002, our total operating
expenses were $24,792, compared to $17,153 total operating expenses for the year
ended December 31, 2001. The majority of those expenses were legal and
professional fees, which totaled $21,087 for the year ended December 31, 2002,
compared to $14,282 for the year ended December 31, 2001. For the year ended
December 31, 2002, we experienced a net loss from operations of $26,470,
compared to a net loss from operations of $16,900 for the year ended December
31, 2001.

OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. We have only generated minimal
revenues from operations. We anticipate consummating the transaction with PTI as
described above, and operating PTI's business thereafter. If we are not able to
consummate the transaction, we will reevaluate our future operating plans, which
may include pursuing another line of business or ceasing operations altogether.

We have cash of $47,623 as of December 31, 2002. In the opinion of management,
available funds will satisfy our working capital requirements for the next
twelve months. In addition, we have conducted informal negotiations with a
related to party to acquire additional funding, which would be contingent on the
acquisition of PTI. If we are not able to find consummate the acquisition of
PTI, our expenses will be limited to the day-to-day expenditures necessary to
conduct business. 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, other
than attempting to consummate the transaction with PTI. Unless we complete the
transaction with PTI, we do not anticipate that we will purchase any significant
equipment. In the event that we begin to operate using PTI's business plan, then
we may need to hire additional employees or independent contractors as well as
purchase or lease additional equipment.

ITEM 7.  FINANCIAL STATEMENTS
------------------------------

The financial statements required by Item 7 are presented in the following
order:

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.


                                       5
<PAGE>

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.

                                    PART III

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

EXECUTIVE OFFICERS AND DIRECTORS.


=================== =========== ===============================================
NAME                   AGE      POSITION
------------------- ----------- -----------------------------------------------
Roderick Cabahug        32      President, Chief Executive Officer, Director
------------------- ----------- -----------------------------------------------
Stan McCrosky           31      Secretary, Chief Financial Officer, Director
------------------- ----------- -----------------------------------------------
Eric Becker             39      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.


                                       6
<PAGE>


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. Our officers,
directors, and principal shareholders have filed all reports required to be
filed on, respectively, a Form 3 (Initial Statement of Beneficial Ownership of
Securities), a Form 4 (Statement of Changes of Beneficial Ownership of
Securities), or a Form 5 (Annual Statement of Beneficial Ownership of
Securities).

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 whose total annual salary and
bonus are anticipated to exceed $50,000 during the year ending December 31,
2002. Our Board of Directors may adopt an incentive stock option plan for our
executive officers which would result in additional compensation.

<TABLE>
<CAPTION>
=================================== ======= ============= ============= ===================== =====================
<S>                                  <C>        <C>            <C>              <C>                   <C>
NAME AND PRINCIPAL POSITION          YEAR      ANNUAL      BONUS ($)        OTHER ANNUAL           ALL OTHER
                                             SALARY ($)                   COMPENSATION ($)        COMPENSATION
----------------------------------- ------- ------------- ------------- --------------------- ---------------------
Michelle Mirrotto - president,      2002        None          None              None                  None
secretary
----------------------------------- ------- ------------- ------------- --------------------- ---------------------
John D. Muellerleile - former       2002        None          None              None                  None
treasurer
----------------------------------- ------- ------------- ------------- --------------------- ---------------------
Courtney Koepsell - former          2002        None          None              None                  None
treasurer
=================================== ======= ============= ============= ===================== =====================
</TABLE>


                                       7
<PAGE>

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

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

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 April 29, 2003 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 April 29, 2003, 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.

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

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


                                       8
<PAGE>

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.


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*

3.2                        Bylaws*



                                       9
<PAGE>



99.1     Section 906 Certification by Chief Executive Officer

99.2     Section 906 Certification by Chief Financial Officer


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

(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, except for the following:

On October 16, 2002, we filed a report on Form 8-K to report a change in our
accountant.

On December 3, 2002, we filed a report on Form 8-K to report a change in our
address.

ITEM 14. 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.




                                       10
<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 April 29, 2003.

                                    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:  /s/ Roderick Cabahug                                   April 29, 2003
----------------------------------------------------------------------------
         Roderick Cabahug
-------------------------
Its:     principal executive officer
         president and a director





                                       11
<PAGE>



CERTIFICATIONS

I, Roderick Cabahug, certify that:
----------------------------------

1. I have reviewed this annual report on Form 10-KSB of Pacific Technology,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

       a) designed such disclosure controls and procedures to ensure that
       material information relating to the registrant, including its
       consolidated subsidiaries, is made known to us by others within those
       entities, particularly during the period in which this annual report is
       being prepared;

       b) evaluated the effectiveness of the registrant's disclosure controls
       and procedures as of a date within 90 days prior to the filing date of
       this annual report (the "Evaluation Date"); and

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

       a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the registrant's ability to record,
       process, summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

       b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: April 29, 2003



/s/ Roderick Cabahug
-----------------------
Roderick Cabahug
Chief Executive Officer




                                       12
<PAGE>


CERTIFICATIONS

I, Stanley McCrosky, certify that:
----------------------------------

1. I have reviewed this annual report on Form 10-KSB of Pacific Technology,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

       a) designed such disclosure controls and procedures to ensure that
       material information relating to the registrant, including its
       consolidated subsidiaries, is made known to us by others within those
       entities, particularly during the period in which this annual report is
       being prepared;

       b) evaluated the effectiveness of the registrant's disclosure controls
       and procedures as of a date within 90 days prior to the filing date of
       this annual report (the "Evaluation Date"); and

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

       a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the registrant's ability to record,
       process, summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

       b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: April 29, 2003



/s/ Stanley McCrosky
-----------------------
Stanley McCrosky
Chief Financial Officer