**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

**Form 10-QSB**

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934                        For the quarter ended June 30, 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:  **1-1115**

**BOSTON PACIFIC MEDICAL, INC.**

(Exact name of Registrant as specified in charter)

|**MASSACHUSETTS**                                            | **04-3053538**          
|------------------------------------------------------------ | ------------------------
|State or other jurisdiction of incorporation or organization | I.R.S. Employer I.D. No.

**428 EAST 790 SOUTH, PLEASANT GROVE, UT  84062**

(Address of principal executive offices)            (Zip Code)

Issuer's telephone number, including area code:  **(801) 785-2328**

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

State the number of shares outstanding of each of the Issuer's classes of common equity as of the latest practicable date: At
December 10, 2002, there were 15,000,000 shares of the Registrant's Common Stock outstanding.

**PART I**

**ITEM 1.  FINANCIAL STATEMENTS**

The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make
the information presented not misleading.

In the opinion of the Company, all adjustments, consisting of only normal recurring adjustments, necessary to present
fairly the financial position of the Company as of June 30, 2002, and the results of its operations and changes in its
financial position from January 1, 1996, through June 30, 2002, have been made.  The results of its operations for such
interim period is not necessarily indicative of the results to be expected for the entire year.  These condensed financial
statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual
report on Form 10-KSB for the year ended December 31, 2001.

**BOSTON PACIFIC MEDICAL, INC.**

**(Development Stage Company)**

**BALANCE SHEETS**

**June 30, 2002 and December 31, 2001**

****

******
**Jun 30,**
**Dec 31,******
**2002**
**2001****ASSETS****CURRENT ASSETS**Cash
$    -
$     -__________
__________Total Current Assets
$    -
$     -=========
=========**LIABILITIES AND
STOCKHOLDERS' EQUITY****CURRENT LIABILITIES**Accounts payable - related parties
$    -
$     -__________
__________Total Current Liabilities
-
-__________
__________**STOCKHOLDERS' EQUITY** ********Preferred stock        

221,037 shares authorized at $1.00 par
value; 20,000 shares issued and
outstanding
20,000
200,000Common stock          

15,000,000 shares authorized  at $0.01
par value; 15,000,000 shares issued
and outstanding on June 30; 5,623,739
on December 31
150,000
56,237Capital in excess of par value -
dated January 1, 1996  - note 1
(150, 000)
(256,237)Deficit accumulated during
development stage - dated January 1,
1996 - note 1
(20,000)
-__________
__________Total Stockholders' Deficiency
-
-__________
__________$        -
$       -=========
=========The accompanying notes are an integral part of these financial statements.

****

**BOSTON PACIFIC MEDICAL, INC.**

**(Development Stage Company)**

**STATEMENT OF OPERATIONS**

**For the Three and Six Months Ended June 30, 2002 and 2001 and the**

**Period January 1, 1996 (date of inception of development stage) to June 30, 2002      **Three Months**
**Six Months******
**Jun 30,**
**Jun 30,**
**Jun 30,**
**Jun 30,**
**Jan 1, 1996 to******
**2002**
**2001**
**2002**
**2001**
**Jun  30, 2002****REVENUES**
$         -
$     -
$         -
$     -
$       -**EXPENSES**
20,000
-
20,000
-
20,000__________
__________
__________
__________
__________**NET LOSS**
$ (20,000)
$      -
$ (20,000)
$     -
$ (20,000)=========
=========
=========
=========
=========**NET LOSS PER
COMMON
SHARE******Basic ****
$      -
$      -
$     -
$     -=========
=========
=========
=========Diluted
$      -
$      -
$     -
$     -=========
=========
=========
=========**AVERAGE
OUTSTANDINGSHARES -**(stated
in 1,000's)Basic
15,000
5,624
5,624
5,624=========
=========
=========
=========Diluted
27,100
126,623
126,623
126,623=========
=========
=========
=========The accompanying notes are an integral part of these financial statements.

**BOSTON PACIFIC MEDICAL, INC.**

**(Development Stage Company)**

**STATEMENT OF CHANGES  IN STOCKHOLDERS' EQUITY**

**For the Period January 1, 1996 (date of inception of development stage ) to June 30, 2002**

****  ****Preferred Stock**
**Common Stock**
**Capital in
Excess of Par
Value**
**Accumulated
Deficit******
**Shares**
**Amount**
**Shares**
**Amount****Balance
January 1,
1996**
200,000
$ 200,000
5,966,062
$ 59,660
$ (259,660)
$           -Net operating
loss for the year
ended
December 31,
1996
-
-
-
-
-
-Return and
cancellation of
shares as
contribution to
capital -
December 17,
1997
-
-
(342,323)
(3,423)
3,423
-Net operating
loss for the year
ended
December 31,
1997
-
-
-
-
-
-Net operating
loss for the year
ended
December 31,
1998
-
-
-
-
-
-Net operating
loss for the year
ended
December 31,
1999
-
-
-
-
-
-Net operating
loss for the year
ended
December 31,
2000
-
-
-
-
-
-Net operating
loss for the year
ended
December 31,
2001
-
-
-
-
-
-__________
__________
__________
__________
__________
__________**Balance
December 31,
2001**
200,000
200,000
5,623,739
56,237
(256,237)
-Issuance of
common stock
for redemption
of preferred
stock - June 28,
2002
(180,000)
(180,000)
8,376,261
83,763
96,237
-Issuance of
common stock
for cash at $ .02
- June 28, 2002
-
-
1,000,000
10,000
10,000
-Net operating
loss for the six
months ended
June 30, 2002
-
-
-
-
-
(20,000)__________
__________
__________
__________
__________
__________**Balance June
30, 2002**
20,000
$ 20,000
15,000,000
$ 150,000
$ (150,000)
$ (20,000)=========
=========
=========
=========
=========
=========The accompanying notes are an integral part of these financial statements.



**BOSTON PACIFIC MEDICAL, INC.**

**(Development Stage Company)**

**STATEMENT OF CASH FLOWS**

**For the Six Months Ended June 30, 2002 and 2001 and the**

**Period (date of inception of development stage) to June 30, 2002******    ****Jun 30,**
**Jun 30,**
**Jan 1, 1996 to****2002**
**2001**
**to Jun 30, 2002****CASH FLOWS FROM
OPERATING
ACTIVITIES**Net loss
$ (20,000)
$     -
$ (20,000)Adjustments to
reconcile net loss to net cash
provided by operating
activities__________
__________
__________Net Change in Cash From
Operations
(20,000)
-
(20,000)__________
__________
__________**CASH FLOWS FROM
INVESTINGACTIVITIES**
-
-
-__________
__________
__________**CASH FLOWS FROM
FINANCING
ACTIVITIES**Proceeds from issuance
of common stock
20,000
-
20,000__________
__________
__________Net Change in Cash
-
-
-Cash at Beginning of Period
-
-
-__________
__________
__________Cash at End of Period
$        -
$     -
$     -=========
=========
=========The accompanying notes are an integral part of these financial statements.

**BOSTON PACIFIC MEDICAL, INC.**

**( Development Stage Company )**

**NOTES TO FINANCIAL STATEMENTS**

**1. ORGANIZATION**

The Company was incorporated under the laws of the state of Massachusetts on  June 12, 1989 with  the name "Boston &
Pacific Company Inc." with authorized common capital stock of 200,000  shares with  par value of $1.00 and preferred
stock of 100,000 shares with a par value of $2.45.There have been several changes in the authorized common and preferred
stock and name changes and on July 7, 1993 the  authorized was increased to 15,000,000 common shares with a par value
of $.01 and 221,037 preferred shares with a par value of $1.00 and on July 30, 2002 the name was changed to "Boston
Pacific Medical, Inc." The terms of the preferred shares include conversion rights of 60.5 shares of common for each share
of preferred at any time after 90 days of the issuance of the preferred at the option of the holder.  The voting rights of the
preferred is 60.5 votes for each share of preferred.  The liquidation rights of the preferred include a preference of $.01 per
share plus any unpaid declared dividends after any senior rights.  The Company will have the obligation to increase the
authorized common stock, if necessary, to satisfy  the terms of the preferred.

For the years prior to January 1, 1996 the Company completed several acquisitions and divestitures of subsidiaries and
during 1995 transferred all its remaining assets in exchange for the assumption of its liabilities as part of a divestiture of its
remaining subsidiary and the Company then became inactive.  Prior to January 1, 1996 the Company and its subsidiaries
reported their operations as a consolidated group and has been unable to separate the accumulated operating deficit of the
Company from its former subsidiaries. On  January 1, 1996  the  management of the Company  completed a
recapitalization of the Company by adjusting  the accumulated deficit to zero with an adjustment to the excess over par
value account with the statement of operations to begin on that date and thereafter  is  considered to be in the development
stage.

**2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

On June 30, 2002, the Company  had a  net operating loss available for carry forward of  $61,216. The tax benefit of
approximately $18,364 from the carryforward  has been fully offset by a valuation reserve because the use of the future tax
benefit is doubtful since the Company has no operations.  The  net operating loss will expire starting in  2005 through 2023.

**BOSTON PACIFIC MEDICAL, INC.**

**( Development  Stage Company )**

**NOTES TO FINANCIAL STATEMENTS (Continued)**

**2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued**

Financial Instruments

The carrying amounts of financial instruments  are considered by management to be their estimated fair values.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually
outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common
shares and common equivalent shares outstanding as if shares had been issued on the exercise of the preferred share rights
unless the  exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted
accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the
estimates that were assumed in preparing these financial statements.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on
its  financial statements.

**3.  COMMON CAPITAL STOCK**

During June 2002 the Company issued 8,376,261 shares to redeem 180,000 shares of preferred stock and 1,000,000 shares,
under a private placement,  for $20,000.

**4.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES**

Officers-directors and their controlled companies have acquired 63% of the common stock of the Company.

**BOSTON PACIFIC MEDICAL, INC.**

**( Development  Stage Company )**

**NOTES TO FINANCIAL STATEMENTS (Continued)**

**5.  GOING CONCERN**

The Company does not have the working capital necessary  for its planned activity   which raises substantial doubt about its
ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the
management of the Company has developed a strategy, which it believes will accomplish this objective through additional
equity funding, and long term financing, which will enable the Company to operate for the coming year.

**ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

The Company is a development stage company and has had no material operations since approximately 1995.  The
Company does not have any significant cash or other material assets, nor does it have an established source of revenues
sufficient to cover operating costs and to allow it to continue as a going concern.  The Company intends to take advantage
of any reasonable business proposal presented which management believes will provide the Company and its stockholders
with a viable business opportunity.  The board of directors will make the final approval in determining whether to complete
any acquisition.

The cash requirements for the current year have been approximately $6,000.  These funds have been advanced by one of
the shareholders.  Management estimates that the cash requirements for the year ending December 31, 2003, will be a like
amount, if no change in operations occurs during the year.  These expenses are primarily for legal and accounting fees in
connection with the preparation and filing of the Company's periodic reports.  There are no agreements with any person and
no assurance that all or a portion of these funds will be loaned to the Company.  If the Company is unable to borrow such
funds, management will seek other sources of funding which are currently unknown to management.  There is no assurance
that such funding would be available, or that if it is made available, it could be obtained on terms favorable to the
Company.

The investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require substantial management time and attention and will require the
Company to incur costs for payment of accountants, attorneys, and others.  If a decision is made not to participate in or
complete the acquisition of a specific business opportunity, the costs incurred in a related investigation will not be
recoverable.  Further, even if an agreement is reached for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction may result in the loss to the Company of all
related costs incurred.

Currently, management is not able to determine the time or resources that will be necessary to locate and acquire or merge
with a business prospect.  There is no assurance that the Company will be able to acquire an interest in any such prospects,
products, or opportunities that may exist or that any activity of the Company, regardless of the completion of any
transaction, will be profitable.  If and when the Company locates a business opportunity, management of the Company will
give consideration to the dollar amount of that entity's profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would consummate such an acquisition.  Potential
business opportunities, no matter which form they may take, will most likely result in substantial dilution for the
Company's shareholders due to the likely increase in the authorized shares, or the possible reverse split of outstanding
shares, and issuance of stock to acquire such an opportunity.

**PART II**

**ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS**

In June 2002, the Company amended the rights and preferences of the Company's 8% Convertible Preferred Stock.

During the quarter ended June 30, 2002, the following securities were sold by the Company without registering the
securities under the Securities Act:

In June 2002 the Company issued 1,000,000 shares of common stock to STI Holdings, Inc., a corporation controlled by
John Chymboryk and Kip Eardley, for paying $20,000 on behalf of the Company to Lawrence Baras, a former officer and
director of the Company, in return for which Mr. Baras had granted a general release to the Company. These shares were
issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions
of Section 4(2) thereof, as a transaction by an issuer not involving any public offering.  Management believes STI was a
sophisticated investor and had received copies of the books and records of the Company containing information similar to
that which would have been contained in a prospectus. STI acknowledged the investment nature of the shares issued and
consented to the imposition of restrictive legends upon the certificates evidencing such shares.  STI did not enter into the
transaction which included the providing of services and the issuance of the shares as a result of or subsequent to any
advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or
broadcast on television or radio, or presented at any seminar or meeting.  STI was also afforded the opportunity to ask
questions of our management and to receive answers concerning the terms and conditions of the transaction.  No
underwriting discounts or commissions were paid in connection with such issuance.

In June 2002 the Company issued 8,376,261 shares of common stock to Brant Dees, the sole officer and director of the
Company, in connection with the conversion of 138,451 preferred shares.  These shares were issued without registration
under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(2) thereof, as
a transaction by an issuer not involving any public offering, or Section 4(6) as an offering to an accredited investor.  Mr.
Dees had control of the books and records of the Company containing information similar to that which would have been
contained in a prospectus.  Mr. Dees acknowledged the investment nature of the shares issued and consented to the
imposition of restrictive legends upon the certificates evidencing such shares.  Mr. Dees did not enter into the transaction
which included the providing of services and the issuance of the shares as a result of or subsequent to any advertisement,
article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television
or radio, or presented at any seminar or meeting.  No underwriting discounts or commissions were paid in connection with
such issuance.

**ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K**

(a) Exhibits.

Item
Description
Location4.2
Designation of Rights of Holders of 8%
Convertible Preferred Shares
(1)99.1
Written Statement of the Chief
Executive Officer and Principal
Financial Officer with respect to
compliance with Section 13(a) of the
Securities Exchange Act of 1934
Attached(1) Filed with the Securities and Exchange Commission on June 30, 2002, as an exhibit with the current report on Form
8-K dated June 11, 2002 (SEC File No. 1-1115).

(b) Reports on Form 8-K:  On June 30, 2002, the Company filed a report on Form 8-K disclosing a change of control of
the Company.

**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.

Boston Pacific Medical, Inc.

Date: December 24, 2002                        By: /s/ Brant Dees

Brant Dees, President and Principal

Financial and Accounting Officer

**CERTIFICATION**

I, Brant Dees, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Boston Pacific Medical, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

Date: December 24, 2002

/s/ Brant Dees

Brant Dees, Chief Executive Officer and Principal Financial Officer

EXPLANATORY NOTE REGARDING CERTIFICATION: Representations 4, 5, and 6 of the Certifications as set forth in
Form 10-QSB have been omitted, consistent with the Transition Provisions of SEC Exchange Act Release No. 34-46427,
because the period covered by this quarterly report ended before the Effective Date of Rules 13a-14 and 15d-14.********