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, 1999

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

For the Transition Period from __________ to __________

Commission File Number 0-27061

Pacific Industrial Corporation

(Exact Name of Registrant as Specified in its Charter)



|Nevada                                                         | 88-0412331                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number)
|1800 East Sahara, Suite 107                                    |                                        
|Las Vegas, Nevada                                              | 89104                                  
|(Address of principal executive offices)                       | (Zip code)                             

Registrant's Telephone Number, Including Area Code: (702) 940-0425

Securities Registered Pursuant to Section 12(b) of the Act: NONE

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value per share, 20,000,000 shares authorized, 5,748,167 issued and outstanding as of December 31, 1999.

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not 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. [ ]

Currently, the approximate aggregate market value of the Common Stock held by non-affiliates of the registrant cannot be calculated. The Company's Common Stock is not listed on the OTC-BB

The number of shares of Common Stock outstanding as of December 31, 1999

was 5,748,167.

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

DOCUMENTS INCORPORATED BY REFERENCE

Sections of the registrant's definitive Proxy Statement for the

registrant's Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission, are incorporated by reference into Part III of this Report to the extent stated herein.

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

The following discussion contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. The Company's actual results could differ significantly from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and in Item 6, "Management's Discussion and Analysis of Financial Condition or Plan of Operation."



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PART I

ITEM 1 -- BUSINESS.

Overview

Pacific Industrial Corporation ("PIC" or the "Company"), was organized by the filing of articles of incorporation with the Secretary of State of the State of Nevada on November 20, 1998. The articles of the Company authorized the
issuance of twenty million (20,000,000) shares of Common Stock at a par value of $0.001 per share. The Company has filed a Form 10-SB voluntarily with the intention of establishing the fully reporting status with the SEC.

PPacific Industrial Corporation is a development stage company with a principal business objective to establish a regional, integrated solid waste services and landfill management company in Singapore and Indonesia.

Over the next twelve (12) months, the Company intends to concentrate its efforts on: (i) establishing a base of solid waste disposal and landfill operations; (ii) administering new, modern weight and control systems at proposed landfill
and solid waste disposal sites; and (iii) building recycling centers.

On January 12, 1999, the Company entered into an asset purchase agreement ("Agreement") with Pacific Challenge Pte., Ltd. ("Seller"), a Singapore corporation.  Based on the terms of the agreement, the Company received assets in exchange
for a note payable issued to the Seller in the amount of $50,000.

As of April 14, 2000, the Company has not taken possession of the assets listed in the agreement and it has not made any principal or interest payments on the $450,000 note payable.  Because of this, the Company has state that the
agreement with the Seller has been terminated.

Industry Background

Indonesian Regional Economic Overview

From the late 1980s the economies of Asian countries have led the world in economic growth. In particular, Indonesia has seen the development of export oriented industries that have produced double-digit growth rates. Despite recent
economic problems and currency devaluations, Indonesia's export oriented economic growth rates are forecast to be robust well into the 21st century.

Industry Overview

The solid waste services industry has undergone significant consolidation and integration since 1990. The Company believes that this consolidation and integration have been caused primarily by: (i) stringent environmental regulation and
enforcement, resulting in increased capital requirements for collection companies and landfill operators; (ii) the evolution of an industry competitive model that emphasizes integrating collection and disposal capabilities; (iii) the ability of larger
integrated operators to achieve certain economies of scale; and (iv) the existence of a regulatory framework that allows the acquisition of exclusive, long-term waste collection rights through franchise agreements and municipal contracts.

Integrating Collection and Disposal Operations

The evolution of the industry competitive model is forcing operators to become more efficient by establishing an integrated network of solid waste collection operations and transfer stations, through which they secure solid waste
streams for disposal. Operators have adopted a variety of disposal strategies, including owning landfills, establishing strategic relationships to secure access to landfills and otherwise capturing significant waste stream volumes, to gain leverage in
negotiating lower landfill fees and securing long-term, most-favored-pricing contracts with high capacity landfills.

Economies of Scale

Larger integrated operators achieve economies of scale through vertical integration of their operations. These integrated companies have increased their acquisition activity to expand the breadth of services and density in their market
areas. Control of the waste stream in these market areas, combined with access to significant financial resources to make acquisitions, has allowed larger solid waste collection and disposal companies to be more cost-effective and competitive.

Principal Products and Services and Principal Markets

The Company is a developmental stage company, which seeks to establish a base of operations in the waste management industry. Upon commencing initial operations, the Company intends to offer collection, disposal and recycling
services in Indonesia and Singapore. The Company seeks to provide solid waste collection services to commercial and industrial clients, as well as to residential premises. The Company also intends to establish solid waste sanitary landfill facilities. In
addition, the Company expects to offer recycling services, which would involve the removal of reusable materials from the waste stream for processing and sale or other disposition for use in various applications. The prices to be received by the Company
for recyclable materials may fluctuate substantially from quarter to quarter depending on worldwide demand for such materials, the quality of such materials, prices for new materials and other factors. There can be no assurance that the Company will
establish a base of operations, or if successful in implementing its initial plan of operations, that the Company will be able to provide all, or any, of the services set forth.

Distribution Methods of the Products or Services

The Company's objective is to build an integrated solid waste services company that will service Indonesia, Singapore and other Asian countries. The Company's strategy to achieve this objective is to (i) establish a base of
operations with which to commence initial operations, (ii) generate internal growth and (iii) secure franchises and provincial contracts throughout Indonesia. The Company intends to implement its strategy as follows:

Franchise Agreements and Additional Provincial Contracts

The Company intends to devote resources, if available, to secure franchise agreements and provincial contracts through competitive bidding and through the acquisition of other companies. In bidding for franchises and provincial
contracts and evaluating the acquisition of companies holding such franchises and contracts, the Company's management team intends to research the local service areas in existing and target markets. The Company seeks to focus on attracting, maintaining,
renewing and renegotiating franchises and provincial contracts.

Internal Growth

To generate internal growth, the Company plans to focus on establishing waste management operations, soliciting commercial, industrial and residential customers in markets where such customers may elect whether or not to receive waste
collection services, marketing upgraded or additional services (such as compaction or automated collection) to customers and secure franchise agreements and contracts.

Status of Any Announced New Product or Service

The Company has limited operating history. The Company was organized on November 20, 1998. Activities to date have been limited primarily to organization, initial capitalization, finding and securing an appropriate, experienced
management team and board of directors, the development of a business plan and commencing with initial operational plans in Asia.

As of December 31, 1999, the Company has developed a business plan, recruited and retained a CEO and established what steps need to be taken to achieve the results set forth in this Registration Statement. As a start-up and development
stage company, the Company has no new products or services to announce.

Customers

The Company seeks to provide waste management services to commercial and industrial establishments, as well as to residential customers. The Company plans to access these customers by securing franchise agreements and additional
provincial contracts through competitive bidding and through the acquisition of other companies. As of June 30, 1999, no sales revenues have been generated by the Company. In addition, the Company does not expect to generate any sales revenues over the
next approximately nine (9) months. The Company does not anticipate that its revenues will be dependent, however, on any one or even a few major customers once its revenues begin.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements, or Labor Contracts

The Company plans to rely primarily on trade secret, trademark and copyright laws, treaties and contractual agreements to protect its proprietary rights. The Company also plans to endeavor to keep the results of its contracts and
franchise agreements proprietary, as well as to protect its service areas against misappropriation and infringement by third parties, but the Company may not in all instances be able to prevent others from misappropriating or infringing upon the Company's
proprietary information, without compensation to the Company. The Company intends to maintain the integrity of its proposed tradename, trademarks, copyrights and other proprietary rights against infringement and unfair competition where circumstances
warrant.

Although the Company believes that its services will not infringe on any copyright or other proprietary rights of third parties, there are currently significant legal uncertainties relating to the application of contract law in foreign
countries. The Company has no assurance that third parties will not obtain, or do not have, contracts covering territories the Company seeks to enter, in which event the Company or its customers might be required to obtain licenses to use such features.
If a franchise holder refuses to grant a license on reasonable terms or at all, the Company may be required to alter certain services or stop performing them.

Regulation

Currently, there are no Indonesian government regulations, which may affect the Company's operations. However, the Company's operations may be subject to, and substantially affected by, regulations set forth by the Ministry of the
Environment in Singapore which govern environmental protection, health and safety and other matters. Any company operating as a waste management company in Singapore must be licensed as a Public Waste Company (PWC), a five (5) year, renewable license
issued under the Environmental Public Health Act of 1990. PWC licenses shall only be issued to companies incorporated in Singapore under the Companies Act, and any applicant for a PWC license must confirm in writing that it will procure the incorporation
of a Singapore company upon the successful tender of the license. Further, each company must have a minimum paid-up capital of $3,000,000 for each sector it is licensed for. All licensed PWCs must provide the Regulators with annual audited financial
statements within three (3) months of the financial year end, along with a written confirmation from the licensee's auditors that the shareholders of the licensee have not changed and a certification of the amount of revenue from refuse fees by the
auditors. Any applicant for a PWC license must also confirm in writing that it does not, for the five (5) years previous to filing the application, have any convictions for serious infringements of environmental law in Singapore or any other country, such
as illegal dumping or improper handling and/or disposal of toxic waste, or that any director or key supervisory employee does not have any convictions for the same. Finally, the Regulators may suspend or cancel the license and/or impose a fine on a PWC in
the event of a breach of the Service Standards or the Code of Practice for Licensed General Waste Collectors or any other conditions of the license.

Effect of Existing or Probable Government Regulations

The Company believes that the regulations governing the waste management industry will not have a material effect on its operations. However, various foreign and domestic government agencies may propose new legislation, which may
adversely affect the Company's business, financial condition and results of operations.

Research and Development Activities

Management believes that the Company's future growth and success will not be largely dependent on its ability to develop or acquire services or products to meet the evolving needs of its prospective clients. The Company anticipates
that the long-term success of its service offerings will not require intense development. However, the Company expects to continually evaluate its services to determine what additional products, services or enhancements may be required by the marketplace.
The Company plans to develop and enhance its services internally to meet clients' needs, if necessary, but if the Company can purchase or license proven services or products at reasonable costs it will do so in order to avoid the time and expense involved
in developing such products or services.

The Company has yet to incur any research and development costs from November 20, 1998 (date of inception) through June 30, 1999.

Impact of Environmental Laws

The Company is subject to foreign environmental laws, which would affect its operations. Currently, the Company is subject to regulations, which may affect the operations of the Company in Singapore. Although the Company believes it
is in compliance with all current legislation, the Company cannot predict the effects of future changes in legislation governing environmental matters. In addition, although the Indonesian government does not have any current regulations, which apply
specifically to the Company, there can be no assurance that future legislation will not be proposed which could have a material adverse effect on the business and operations of the Company.

Employees

The Company presently has three (3) full-time employees and four (4) part-time employees. The Company's employees are currently not represented by a collective bargaining agreement, and the Company believes that its relations with
its employees are good.

The name, age and position of the Company's directors and executive officers are as follows:



|Name                 | Age | Position                    
|-------------------- | --- | ----------------------------
|Thomas D. Hobbs      | 41  | President, CEO and Secretary
|Dr. David Tan        | 63  | Director                    
|Mark Arminta         | 44  | Regional Vice President     
|Thomas Kay           | 44  | Vice President, Operations  
|Alan Matthews        | 50  | Treasurer and Director      
|Bema Day             | 44  | Vice President, Sales       
|Wee Poh Choo Pearlyn | 37  | Operations Manager          

Thomas D. Hobbs, President, CEO

Dr. David Tan, Ph.D., Director - Dr. Tan was born and raised in Singapore. He graduated in 1956 from Chinese High School in Singapore. After graduating from high school, Dr. Tan continued his education at Nanyang University in
Singapore, where he graduated in 1960 with a BA in History and Geography. Dr. Tan advanced his education by accepting a government sponsored scholarship at the University of Indonesia. There, Dr. Tan earned a Master's degree in Indonesian language and
literature. Soon after graduation, Dr. Tan began his teaching career. For twelve years Dr. Tan taught at different institutions, including Ngee Ann College, University of Singapore and Nanyang University. In 1978, Dr. Tan left his teaching career and
began doing business in Singapore. Since starting Utraco Pte., Ltd. in 1978 Dr. Tan has worked in Singapore, Malaysia and Indonesia. Dr. Tan has operated or assisted several companies in Asia, including Greenwood Development Pte., Ltd., Utraco Pte., Ltd.,
Denver Industries Pte., Ltd., Pacific Era Sdn Bdh and P. T. Bangun Adyabahan.

Mark Arminta, Regional Vice President - Mr. Arminta has managerial experience in production systems, precision machinery, electronic components and marketing. Mr. Arminta has expertise in strategic marketing, forecasting,
research, product development, advertising campaigns and supplier relations. Mr. Arminta recently served as Sales and Marketing Director with a production systems manufacturer of automated production assembly machinery. While there, he was responsible for
bringing in large orders amounting to over $83 million in revenue. Mr. Arminta was previously the Sales and Marketing Director and National Sales Manager, increasing sales between 1995 and 1997. From 1991 to 1994, Mr. Arminta formed an independent
manufacturers sales representative business. Mr. Arminta received his MBA from National University and his BA in Liberal Arts from California State University, Fullerton.

Thomas Kay, Vice President, Operations - Mr. Kay has been in the waste management industry in Singapore for over 20 years, and brings experience in both the regulatory and operational aspects of the industry in Singapore and
Malaysia. During that period, Mr. Kay worked for waste management organizations in Singapore, concentrating on operational logistics and recycling. In 1989, Mr. Kay started his own business, Eng Keong Waste Disposal Service ("Eng Keong").

Alan Matthews, Treasurer, Director - Mr. Matthews was born and raised in England. Mr. Matthews received his primary education in Morden County, Surrey, England, and later received a MBA at Melbourne University in Australia in
1971. From 1972 to 1995, Mr. Matthews held directors jobs for different companies, including Mercury House Publications, London, England; ORBA Communications, Sydney, Australia; SSCB Lintas, Sydney, Australia; Monahan, Dayman and Adams, Singapore and
Perth, Australia; and Cleminger W.A. Pt., Ltd., Perth, Australia. During his tenure at these companies, Mr. Matthews worked on sales and advertisements. In 1995, Mr. Matthews founded Challenge Marketing Group, with its base of operation in Singapore.
Recently, Mr. Matthews has been doing marketing work for Eng Keong Waste Disposal Service, where he has negotiated several contracts .

Bema Day, Vice President - Ms. Day was born and raised in Bastrop, Louisiana. She graduated from Bastrop High School in 1972. Ms. Day continued her education and received a Bachelor's degree in Business Administration from
Northeast Louisiana University. Ms. Day then spent fifteen years working with the San Bernadino, California and Riverside, California Unified School Districts in various jobs of management, teaching and law enforcement. During that time, Ms. Day received
numerous additional certificates for completing advanced management and computer courses. In 1993 Ms. Day joined Harte-Hanks Corp., where she worked in management and improved her skills in sales. Ms. Day is also proficient in the latest Internet
advancements, e-commerce and computer networking. She will be in charge of setting up the Company's international computer operations.

Wee Poh Choo Pearlyn, Operations Manager - In 1980, Wee Pearlyn attained London Chamber of Commerce and Industry certificates in accounting, typing and English. The Vocational and Industrial Training Board granted Ms. Pearlyn a
Private Secretary's Certificate in 1981. She was later awarded a Diploma in Personnel Management in 1987 from the National Productivity Board, and in June 1996, she received a Graduate Diploma in Multinational Management from the Management Development
Institute of Singapore/University of Bradford. From 1995 through 1997, Wee Pearlyn performed as the Office Manager of MPI International P/L's Johor office, where she monitored sales revenue and cost control, planned marketing strategies and managed
accounting duties. In 1998, Wee Pearlyn served as Business Development Executive with Green Singapore Pte., Ltd., where her duties included personnel administration and client coordination.

ITEM 2. PROPERTIES.

The Company's corporate headquarters are located at 1800 East Sahara, Suite 107, Las Vegas, Nevada 89104. These facilities are provided at no charge by an officer and director of the Company. The Company does not
have any additional facilities. Additionally, there are currently no proposed programs for the renovation, improvement or development of the properties currently being utilized by the Company.



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PART II

ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's has filed a Form 10-SB filing with the Securities and Exchange Commission, in an effort to register the Company's issued and outstanding common stock. The Company intends to meet the fully-reporting requirements of the
Act and file reports in the required intervals upon notice of effectiveness. The Company is not currently listed on any national exchange. In addition, the Company has applied for listing on the Over-the-Counter Bulletin Board sponsored by the National
Association of Securities Dealers, Inc.

COMMON STOCK



|Name of Beneficial Owner(1)                     | Number of Shares |      
|----------------------------------------------- | ---------------- | -----
|% of Class                                     
|Thomas D. Hobbs (1)                             | 1,215,000        | 37.23
|Alan Matthews (1)                               | 300,000          | 5.23 
|Bema Day (1)                                    | 25,000           | 0.44 
|Dr. David Tan (1)                               | 25,000           | 0.44 
|Wee Poh Choo Pearlyn (1)                        | 25,000           | 0.44 
|Dana J Jones (2)                                | 750,000          | 13.07
|Campbell Mello Associates (3)                   | 716,662          | 12.49
|Ted Campbell (4)                                | 484,588          | 8.44 
|Scott Bleazard (5)                              | 300,000          | 5.23 
|All Executive Officers and Directors as a Group | 1,590,000        | 27.71

Footnotes to Principal Shareholders:

1. The address of each executive officer and director is c/o 1800 East Sahara, Suite 107, Las Vegas, Nevada 89104.
2. The address for 30025 Alicia Parkway, #175, Laguna Nigel, California 92677.
3. The address of each executive officer and director is c/o 3110 S. Valley View, Suite 105, Las Vegas, Nevada 89102.
4. The address of Mr. Campbell is 9512 rancho Palmas, Las Vegas, Nevada 89104.
5. The address of Mr. Bleazard is 500 N Rainbow, Suite 300, Las Vegas, Nevada 89107.



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Item 7. Financial Statements.

TABLE OF CONTENTS

|                                             | Page
|-------------------------------------------- | ----
|                                             |     
|Independent Auditor's Report                 | 1   
|                                             |     
|Balance Sheet                                | 2   
|                                             |     
|Income Statement                             | 3   
|                                             |     
|Statement of Changes in Stockholders' Equity | 4   
|                                             |     
|Statement of Cash Flows                      | 5   
|                                             |     
|Notes to Financial Statements                | 6   



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G. BRAD BECKSTEAD
Certified Public Accountant

330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877efax

INDEPENDENT AUDITOR'S REPORT

April 14, 2000

Board of Directors
Pacific Industrial Corporation
3110 S. Valley View, Ste. 105
Las Vegas, NV 89102

I have audited he balance sheet of Pacific Industrial Corporation (the "Company") (a development stage company), as of December 31, 1999 and 1998, and the related statements of income, changes in stockholders' equity, and cash flows for
the period November 20, 1999 (date of inception) to December 31, 1998 and for the year ending December 31, 1999. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement presentation. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pacific Industrial Corporation (a development stage company) as of December 31, 1999 and 1998, and the results
of its operations and its cash flows for the period from November 20, 1998 (date of inception) to December 31, 1998 and for the year ending December 31, 1999, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has had limited operations and has not commenced planned
principal operations. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 7. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

/S/G. Brad Beckstead, CPA



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|Pacific Industrial Corporation(a Development Stage Company)Balance Sheet
December 31, 1999 and 1998
|---------------------------------------------------------------------------------------------------
|                                                                                                   
|Assets                                                                                             
|                                                                                                   
|Current assets:                                                                                    
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|Other assets:                                                                                      
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|Total Assets                                                                                       
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|Liabilities and Stockholders' Equity                                                               
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|Current liabilities:                                                                               
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|Long-term debt                                                                                     
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|Total Liabilities                                                                                  
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|Stockholders' Equity:                                                                              
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|Total Liabilities and Stockholder's Equity                                                         

See accompanying notes to financial statements

-2-



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|Pacific Industrial Corporation
(a Development Stage Company)Income Statement
For the Year Ending December 31, 1999
and For the Period
November 20, 1998 (Date of Inception) to December 31, 1998
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|Revenue                                                                                                                                                                                         
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|Expenses:                                                                                                                                                                                       
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|Net loss                                                                                                                                                                                        
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|Weighted average number of                                                                                                                                                                      
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|                                                                                                                                                                                                
|Net loss per share                                                                                                                                                                              

See accompanying notes to financial statements

-3-



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|Pacific Industrial Corporation
(a Development Stage Company)Statement of Changes in Stockholders' Equity
For the Year Ending December 31, 1999
and For the Period
November 20, 1998 (Date of Inception) to December 31, 1998
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|November 20, 1998                                                                                                                                                                                                           
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|Net loss                                                                                                                                                                                                                    
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|Balances as of                                                                                                                                                                                                              
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|January 29, 1999                                                                                                                                                                                                            
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|April 6, 1999                                                                                                                                                                                                               
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|December 31, 1999                                                                                                                                                                                                           
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|Net loss                                                                                                                                                                                                                    
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|Balace as of                                                                                                                                                                                                                
|                                                                                                                                                                                                                            

See accompanying notes to financial statements

-4-



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|Pacific Industrial Corporation
(a Development Stage Company)Statement of Cash Flows
For the Year Ending December 31, 1999
and For the Period
November 20, 1998 (Date of Inception) to December 31, 1998
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|                                                                                                                                                                                                       
|Cash flows from operating activities                                                                                                                                                                   
|Net loss                                                                                                                                                                                               
|Adjustments to reconcile net income to net cash used                                                                                                                                                   
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|                                                                                                                                                                                                       
|Net cash used by operating activities                                                                                                                                                                  
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|Cash flows from investing activities                                                                                                                                                                   
|Net cash provided (used) by investing activities                                                                                                                                                       
|                                                                                                                                                                                                       
|Cash flows from financing activities                                                                                                                                                                   
|                                                                                                                                                                                                       
|                                                                                                                                                                                                       
|Net cash provided by financing activities                                                                                                                                                              
|                                                                                                                                                                                                       
|Net (decrease) increase in cash                                                                                                                                                                        
|Cash - beginning                                                                                                                                                                                       
|Cash - ending                                                                                                                                                                                          
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|Supplemental disclosures:                                                                                                                                                                              
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See accompanying notes to financial statements

-5-



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Note 1 - History and Organization of the Company

The Company was organized on November 20, 1998 (Date of Inception) under the laws of the State of Nevada, as Pacific Industrial Corporation. The Company has no operations and in accordance with SFAS #7, the Company is considered a
development stage company. The Company is authorized to issue 20,000,000 shares of $0.001 par value common stock and 5,000,000 shares of $0.001 par value preferred stock.

Note 2 - Summary of Significant Accounting Policies

Accounting policies and procedures have not been determined except as follows:

















Note 3 - Income Taxes

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

There is no provision for income taxes for the year ended December 31, 1999, due to the net loss and no state income tax in Nevada.

Note 4 - Stockholders' Equity

On November 21, 1998, the Company issued 4,000,000 shares of its $0.001 par value common stock for cash of $4,185.

On January 29, 1999, the Company completed a public offering that was exempt from federal registration pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as amended. The Company sold 996,500 shares of its $0.001 par value
common stock at a price of $0.05 per share for a total amount raised of $49,825.

On April 6, 1999, the Company completed a public offering that was exempt from federal registration pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as amended. The Company sold 751,667 shares of its $0.001 par value
common stock for cash of $40,500 and in exchange for services rendered in the amount of $31,250 as follows; 26,667 shares sold at a price of $0.15 per share, 480,000 shares sold at a price of $0.05 per share, 20,000 shares sold at a price of $0.125 per
share, 100,000 shares sold at a price of $0.10 per share, and 125,000 shares sold at a price of $0.25 per share.

There have been no other issuances of common or preferred stock.

Note 5 - Terminated Contract

On January 12, 1999, the Company entered into an Asset Purchase Agreement (Agreement) with Pacific Challenge Pte., Lte. (Seller), a Singapore corporation. Based on the terms of the Agreement, the Company received assets in exchange
for a note payable issued to the Seller in the amount of $450,000. On January 30, 1999, an audit of the Company's financial statements was completed and the balance sheet (dated January 29, 1999) recorded the following as a result of the Agreement:

|Other Assets:                        |             
|------------------------------------ | ------------
|Plant and equipment                  | $679,860    
|Singapore waste disposal contract    | 1,480,966   
|Jakarta waste disposal contract      | 9,560,307   
|Current Liabilities:                 |             
|Current portion - long term debt     | (51,322)    
|Note 5 - Terminated Contract (contd) |             
|Long Term Liabilities:               |             
|Notes payable - equipment            | (81, 199)   
|Equity:                              |             
|Contributed capital                  | (11,588,612)

Subsequent to the issuance of the audited financial statements referred to above, the Company decided to remove the amounts reported for the waste disposal contracts from its balance sheet. On July 23, 1999, an audit of the Company's
financial statements was completed and the balance sheet (dated May 31, 1999) reflected the following changes as a result of the Company's decision:

|Removal of Singapore waste management contract  | $ (1,480,966)
|----------------------------------------------- | -------------
|Removal of Jakarta waste disposal contract      | (9,560,307)  
|Addition of a Note payable - purchase agreement | (450,000)    
|Adjustment to Contributed capital               | 11,491,273   

As of April 14, 2000, the Company has not taken possession of the assets listed in the Agreement and it has not made any principal or interest payments on the $450,000. Because of this, the Company has stated that the Agreement with the
Seller has been terminated. As a result of the termination of the Agreement, the following changes have been made to these financial statements:

|Removal of Property, plant and equipment     | $ (679,860)
|-------------------------------------------- | -----------
|Removal of Current portion - long term debt  | 51,322     
|Removal of Note payable - equipment          | 81,199     
|Removal of Note payable - purchase agreement | 450,000    
|Removal of Contributed capital               | 97,339     

In addition to the above changes made to these financial statements, the "long term hire purchase agreements" reported in Note 6 - Long Term Liabilities of the audited financial statements issued on July 23, 1999 (balance sheet dated
May 31, 1999) have been removed. The hire purchase agreements are agreements which existed between the Seller and the individuals covered under the agreements.

Note 6 - Long Term Debt

The following notes payable existed at December 31, 1999:

|10% unsecured note payable to Lyle DuVall with one interest and principal payment due on July 10, 2001            | $ 20,000
|----------------------------------------------------------------------------------------------------------------- | --------
|10% unsecured note payable to Darryl and Leah Fuss, 	with one interest and principal payment due on July 21, 2001 | 20,000  

Note 6 - Long Term Debt

|10% unsecured note payable to Nettie Jones with one interest and principal payment due on November 10, 2001 | 5,000   
|----------------------------------------------------------------------------------------------------------- | --------
|                                                                                                            | 45,000  
|Less current portion                                                                                        | (0)     
|Total long term debt                                                                                        | $ 45,000

Note 7 - Going Concern

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. However, the Company has not commenced its planned principal operations. Management plans to raise sufficient capital necessary to continue until it commences its planned principal operations. However, without realization of additional
capital, it would be unlikely for the Company to continue as a going concern.

The officers and directors are involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

Note 8 - Related Party Transactions

The Company does not lease or rent any property. Office space is provided without charge by a director. Such cost is immaterial to the financial statements and, accordingly, have not been reflected therein.

The amount reported as Due from Officer represents liabilities incurred by the Company's president and paid from Company funds.

Note 9 - Warrants and Options

There are no warrants outstanding to acquire any additional shares of common stock.

Note 10 - Year 2000 Issue

The Year 2000 issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar problems may arise in systems which use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 issue may be experienced before, on, or after January 1, 2000,
and if not addressed, the impact on operations and financial reporting may range from minor errors to significant system failure which could affect an entity's ability to conduct normal business operations. It is not possible to be certain that all
aspects of the Year 2000 issue affecting the entity, including those related to the efforts of customers, suppliers, or other third parties will be fully resolved.



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PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The information required in this item is incorporated by reference to this document and the section entitled "EMPLOYEES."

ITEM 10. EXECUTIVE COMPENSATION.

The Company does not currently have employment agreements with its executive officers but expects to sign employment agreements with each in the next approximately six (6) months. All executive officers of
the Company prior to December 31, 1999, did not draw a formal salary from the Company. Over the next twelve (12) months, however, each executive officer is expected to draw the following annual compensation. The Company does not currently have an employee
stock option plan.



|Name of Individual or Identity of Group | Capacities in Which Remuneration was Recorded | Annual Compensation1 & 2
|--------------------------------------- | --------------------------------------------- | ------------------------
|Thomas D. Hobbs (3)                     | President, CEO and Secretary                  | $90,000                 
|Mark Arminta (3)                        | Regional Vice President                       | $90,000                 
|Thomas Kay (3)                          | Vice President, Operations                    | $87,272                 
|Alan Matthews (3)                       | Treasurer                                     | $90,000                 
|Bema Day (3)                            | Vice President                                | $45,000                 
|Wee Pho Choo Pearlyn (3)                | Operations Manager                            | $27,000                 

Footnotes to Executive Compensation:









EMPLOYMENT AGREEMENTS

The Company does not currently have employment agreements with its executive officers but expects to sign employment agreements with each in the near future.

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

The information required by this Item concerning the stock ownership of management and five percent beneficial owners is incorporated herein by reference to ITEM 5 of this document entitled, "MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS".

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On January 12, 1999, the Company entered into an asset purchase agreement ("Agreement") with Pacific Challenge Pte., Ltd. ("Seller"), a Singapore corporation.  Based on the terms of the agreement, the Company received assets in
exchange for a note payable issued to the Seller in the amount of $50,000.

As of April 14, 2000, the Company has not taken possession of the assets listed in the agreement and it has not made any principal or interest payments on the $450,000 note payable.  Because of this, the Company has state that the
agreement with the Seller has been terminated.

Mr. Thomas Kay, Vice President of Operations of the Company, founded Eng Keong Waste Disposal Service, which was purchased by Pacific Challenge Pte., Ltd., whose assets and liabilities were intended to be sold to Pacific Industrial
Corporation. Mr. Alan Matthews, Treasurer and Director of the Company, founded Pacific Challenge Pte., Ltd., whose assets and liabilities were intended to be purchased by Pacific Industrial Corporation.

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

(a) Exhibits:

A list of exhibits required to be filed as part of this Annual Report is set forth in the Index to Exhibits, which immediately precedes such exhibits and is incorporated herein by reference.

(b) Reports on Form 8-K:

The Company has not filed any reports on Form 8-K during the last quarter of the period covered by this Report.



---

SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PACIFIC INDUSTRIAL CORPORATION, INC.

By:

Date: April 14, 2000

/S/Thomas D. Hobbs, President and CEO



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INDEX TO EXHIBITS



|Exhibit Number | Name and/or Identification of Exhibit                                                                                                              
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|2.             | (1) Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession                                                                   
|               | Asset Purchase Agreement with Pacific Challenge Pte., Ltd.                                                                                         
|3.             | (1) Articles of Incorporation & By-Laws                                                                                                            
|               | (a) Articles of Incorporation of the Company filed November 20, 1998                                                                               
|               | (b) By-Laws of the Company adopted November 20, 1998                                                                                               
|4.             | Instruments Defining the Rights of Security Holders                                                                                                
|               | No instruments other than those included in Exhibit 3                                                                                              
|               | (1) Material Contracts                                                                                                                             
|               | (a) Memorandum of Understanding Between Trudean Consultancy Group and The Government of Tangerang of the Republic of Indonesia                     
|               | (b) Waste Management Agreement Between Trudean Consultancy and Pacific Industrial Corporation                                                      
|11.            | Statement Re Computation of Per Share Earnings                                                                                                     
|               | Not applicable - Computation of per share earnings can be clearly determined from the Statement of Operations in the Company's financial statements
|23.            | Consent of Experts and Counsel                                                                                                                     
|               | Consents of independent public accountants                                                                                                         
|27.            | Financial Data Schedule                                                                                                                            
|               | Financial Data Schedule of Pacific Industrial Corporation, ending December 31, 1999                                                                

(1) The copy of this exhibit filed as the same exhibit to the Company's Registration Statement on Form 10-SB and amendments thereto, is incorporated herein by reference.