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

                                   FORM 10-QSB

[xx]     QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

                        Commission file Number: 000-26683

                          TRIPACIFIC DEVELOPMENT CORP.
        (Exact name of small business issuer as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

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

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 500,000 common shares as at September
30, 2000

Transitional Small Business Disclosure Format (check one):  Yes [  ]    No [ X ]



<PAGE>

                          TRIPACIFIC DEVELOPMENT CORP.


                                      INDEX



PART 1.  FINANCIAL INFORMATION

 Item 1.     Financial Statements                                             3

      Consolidated Balance Sheets as of
      September 30, 2000 and March 31, 2000                                   4

      Consolidated Statements of Operations for the periods ended
      September 30, 2000 and September 30, 1999                               5

      Consolidated  Statements  of Cash  Flows for
      the  periods  ended  September  30, 2000 and
      September 30, 1999                                                      6

      Consolidated Statements of Changes in Stockholders' Equity              7

      Notes to Consolidated Financial Statements                              8

 Item 2.     Plan of Operation                                               12

PART II. OTHER INFORMATION                                                   14

  Item 1  Legal Proceedings                                                  14

  Item 2  Changes in Securities                                              14

  Item 3  Defaults Upon Senior Securities                                    14

  Item 4  Submission of Matters to a Vote of Security Holders                15

  Item 5  Other Information                                                  15

  Item 6  Exhibits and Reports on Form 8K                                    16


         SIGNATURES                                                          16


                                       2
<PAGE>







                       TRIPACIFIC DEVELOPMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                               SEPTEMBER 30, 2000





                                       3

<PAGE>

TRIPACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)

<TABLE>
<CAPTION>
============================================================================================

                                                             September 30,        March 31,
                                                                      2000             2000
--------------------------------------------------------------------------------------------


<S>                                                        <C>              <C>
ASSETS                                                      $          --    $           --
============================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

ACCOUNTS PAYABLE                                            $       6,500     $          --
                                                            -------------     -------------


STOCKHOLDERS' EQUITY
    Capital stock (Note 4)
       Authorized
         100,000,000 common shares with a par value of $0.0001
       Issued and outstanding
         September 30, 2000 - 500,000 common shares
         March 31, 2000 - 500,000 common shares                        50                50
    Additional paid-in capital                                      3,491             3,491
    Deficit accumulated during the development stage              (10,041)           (3,541)
                                                            -------------     -------------

                                                                   (6,500)               --
                                                            -------------     -------------

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

</TABLE>






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


                                       4

<PAGE>


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

<TABLE>
<CAPTION>
===============================================================================================================================

                                             Cumulative
                                                Amounts
                                        From Inception
                                                     on
                                               July 18,
                                                   1997      Three month       Three month        Six month         Six month
                                                     to     Period Ended      Period Ended     Period Ended      Period Ended
                                          September 30,    September 30,     September 30,    September 30,     September 30,
                                                   2000             2000              1999             2000              1999
-------------------------------------------------------------------------------------------------------------------------------


<S>                                              <C>               <C>              <C>               <C>              <C>
EXPENSES
    Office and miscellaneous           $            50   $            -   $            -    $            -   $            -
    Professional fees                            8,791             2,650            3,491             5,300            3,491
    Transfer agent and filing fees               1,200             1,200               -              1,200               -
                                       ---------------   ---------------  ---------------   ---------------  --------------

LOSS FOR THE PERIOD                    $        10,041   $         3,850  $         3,491   $         6,500  $         3,491
===============================================================================================================================


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


WEIGHTED AVERAGE NUMBER
    OF SHARES OUTSTANDING                                        500,000          500,000           500,000          500,000
===============================================================================================================================
</TABLE>








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


                                       5

<PAGE>


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

<TABLE>
<CAPTION>
===============================================================================================================================

                                                                                Cumulative
                                                                                   Amounts
                                                                            From Inception
                                                                                        on
                                                                             July 18, 1997        Six month         Six month
                                                                                        to     Period Ended      Period Ended
                                                                             September 30,    September 30,     September 30,
                                                                                      2000             2000              1999
===============================================================================================================================


<S>                                                                       <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                   $       (10,041)  $        (6,500) $        (3,491)
    Items not affecting cash:
       Stock issued for services                                                       50                -                -
       Expenses paid by related party on behalf of the Company                      3,491                -             3,491

    Change in other operating assets and liabilities:
       Increase in accounts payable                                                 6,500             6,500               -
                                                                          ---------------   ---------------  --------------

    Net cash used in operating activities                                              -                 -                -
                                                                          ---------------   ---------------  --------------


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


CASH FLOWS FROM FINANCING ACTIVITIES
    Net cash provided by financing activities                                          -                 -                -
                                                                          ---------------   ---------------  --------------


CHANGE IN CASH POSITION DURING THE PERIOD                                              -                 -                -


CASH POSITION, BEGINNING OF THE PERIOD                                                 -                 -                -
                                                                          ---------------   ---------------  --------------


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


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


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING, AND FINANCING
  ACTIVITIES:
    Common shares issued for services                                     $            50   $            -   $            -
    Expenses paid by related party on behalf of the Company                         3,491                -             3,491
==============================================================================================================================
</TABLE>


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


                                       6

<PAGE>


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

<TABLE>
<CAPTION>
==============================================================================================================================


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


<S>                                       <C>               <C>             <C>             <C>               <C>
BALANCE, JULY 18, 1997                                 -    $           -    $           -   $           -    $           -

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

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

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

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

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

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

    Loss for the period                                -                -                -           (6,500)          (6,500)
                                           --------------   --------------   --------------  --------------   --------------

BALANCE, SEPTEMBER 30, 2000                       500,000   $           50   $        3,491  $      (10,041)  $       (6,500)
==============================================================================================================================
</TABLE>






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


                                       7
<PAGE>


TRIPACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000

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


1.       ORGANIZATION OF THE COMPANY

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

         The Company entered the development  stage in accordance with Statement
         of Financial  Accounting  Standards No. 7 on July 18, 1997. The Company
         is a "Blank  Check"  company  which  plans  to  search  for a  suitable
         business  to merge  with or  acquire.  Operations  since  incorporation
         consisted  primarily of obtaining capital  contributions by the initial
         investors and  activities  regarding the  registration  of the offering
         with the Securities and Exchange Commission.

         In the opinion of management,  the  accompanying  financial  statements
         contain all adjustments  necessary (consisting only of normal recurring
         accruals)  to  present  fairly  the  financial   information  contained
         therein.  These  statements do not include all disclosures  required by
         generally  accepted  accounting   principles  and  should  be  read  in
         conjunction  with the audited  financial  statements of the Company for
         the year ended March 31, 2000. The results of operations for the period
         ended September 30, 2000 are not necessarily  indicative of the results
         to be expected for the year ending March 31, 2001.

2.       GOING CONCERN

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

         ============================================================================================================
                                                                                     September 30,         March 31,
                                                                                              2000              2000
         ------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>              <C>
         Deficit accumulated during the development stage                          $       (10,041) $        (3,541)
         Working capital deficiency                                                         (6,500)              -
         ============================================================================================================
</TABLE>


3.       SIGNIFICANT ACCOUNTING POLICIES

         USE OF ESTIMATES

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions   that  affect  the  reported  amount  of  assets  and
         liabilities,  disclosure of contingent  assets and  liabilities  at the
         date of the financial  statements  and the reported  amount of revenues
         and expenses  during the year.  Actual  results could differ from these
         estimates.


                                        8

<PAGE>


TRIPACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000

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


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


         LOSS PER SHARE

         In February  1997,  the  Financial  Accounting  Standards  Board issued
         Statement of Financial  Accounting  Standards  No. 128,  "Earnings  Per
         Share" ("SFAS  128").  Under SFAS 128,  basic and diluted  earnings per
         share are to be  presented.  Basic  earnings  per share is  computed by
         dividing  income  available  to  common  shareholders  by the  weighted
         average  number of common  shares  outstanding  in the period.  Diluted
         earnings per share takes into  consideration  common shares outstanding
         (computed  under basic  earnings  per share) and  potentially  dilutive
         common shares.

         INCOME TAXES

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

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

         COMPREHENSIVE INCOME

         The Company has adopted Statement of Financial Accounting Standards No.
         130 ("SFAS 130"),  "Reporting  Comprehensive  Income".  This  statement
         establishes  rules for the  reporting of  comprehensive  income and its
         components.   The   adoption  of  SFAS  130  had  no  impact  on  total
         stockholders' equity as of September 30, 2000.

         ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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

         STOCK-BASED COMPENSATION

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


                                       9

<PAGE>


TRIPACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000

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


4.       CAPITAL STOCK

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

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

         On October 15,  1999,  the Company  implemented  a 31:1  forward  stock
         split. On April 3, 2000, the Company reversed the previous 31:1 forward
         stock split.  The  statements of changes in  stockholders'  equity have
         been restated to give  retroactive  recognition  of the stock split and
         reverse stock split.  In addition,  all  references to number of shares
         and per share amounts of common stock have been restated to reflect the
         stock split and reverse stock split.

         PROPOSED PUBLIC OFFERING OF COMMON STOCK

         The Company has commenced with a "Blank Check" offering subject to Rule
         419 of the  Securities  Act of 1933,  as amended,  for  100,000  common
         shares to be sold at a price of $1.00 per share.

         RULE 419 REQUIREMENTS

         Rule  419  requires  that  offering   proceeds,   after  deduction  for
         underwriting  commissions,  underwriting  expenses and deal  allowances
         issued,  be deposited  into an escrow or trust account (the  "Deposited
         Funds"  and  "Deposited  Securities",   respectively)  governed  by  an
         agreement which contains certain terms and provisions  specified by the
         Rule. Under Rule 419, the Deposited Funds and Deposited Securities will
         be released to the company  and to the  investors,  respectively,  only
         after the company has met the following three basic conditions.  First,
         the company must execute an agreement(s) for an acquisition(s)  meeting
         certain   prescribed   criteria.   Second,  the  company  must  file  a
         post-effective  amendment to the  registration  statement that includes
         the  terms of a  reconfirmation  offer  that  must  contain  conditions
         prescribed by the rules. The post-effective amendment must also contain
         information   regarding   the   acquisition    candidate(s)   and   its
         business(es),  including audited financial statements. The agreement(s)
         must  include,  as a  condition  precedent  to  their  consummation,  a
         requirement  that  the  number  of  investors  representing  80% of the
         maximum proceeds must elect to reconfirm their investments.  Third, the
         company  must conduct the  reconfirmation  offer and satisfy all of the
         prescribed   conditions,   including  the  condition   that   investors
         representing 80% of the Deposited Funds must elect to remain investors.
         The  post-effective  amendment  must  also  include  the  terms  of the
         reconfirmation  offer  mandated by Rule 419. The  reconfirmation  offer
         must  include  certain  prescribed  conditions  that must be  satisfied
         before the  Deposited  Funds and Deposited  Securities  can be released
         from escrow.  After the company submits a signed  representation to the
         escrow agent that the  requirements of Rule 419 have been met and after
         the  acquisition(s)  is  consummated,  the escrow agent can release the
         Deposited  Funds  and  Deposited  Securities.   Investors  who  do  not
         reconfirm  their  investments  will  receive  the  return of a pro-rata
         portion thereof; and in the event investors  representing less than 80%
         of the Deposited Funds reconfirm their investments, the Deposited Funds
         will be returned to the investors on a pro-rata basis.


                                       10
<PAGE>


TRIPACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2000

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


5.       INCOME TAXES

         The Company's total deferred tax asset at September 30 is as follows:

<TABLE>
<CAPTION>
         ========================================================================================================

                                                                                  September 30,        March 31,
                                                                                           2000             2000
         -------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                 <C>
         Tax benefit of net operating loss carryforward                        $         1,506   $           531
         Valuation allowance                                                            (1,506)             (531)
                                                                               ---------------   ---------------

                                                                               $            -    $            -
         ========================================================================================================
</TABLE>

         The Company has a net  operating  loss  carryforward  of  approximately
         $10,041,  which if not used,  will  expire  between  the years 2019 and
         2020.  The  Company  has  provided a full  valuation  allowance  on the
         deferred tax asset because of the uncertainty regarding realizability.

6.       RELATED PARTY TRANSACTIONS

         The  Company  does not  maintain a checking  account  and all  expenses
         incurred  by the Company  are paid by an  affiliate.  For the six month
         period  ended  September  30,  2000,  the  Company  accrued  $2,650 for
         professional  fees.  The affiliate does not expect to be repaid for the
         expenses it pays on behalf of the Company. Accordingly, as the expenses
         are paid, they are classified as additional paid-in capital.


                                       11
<PAGE>

                               PLAN OF OPERATIONS

The following discussion of the plan of operations of the Company should be read
in  conjunction  with the  financial  statements  and the related  notes thereto
included  elsewhere in this quarterly  report for the six months ended September
30, 2000. This quarterly report contains certain forward-looking  statements and
the  Company's  future  operation  results  could differ  materially  from those
discussed herein.

Introduction

We seek to acquire  assets or shares of a business that generates  revenues,  in
exchange for our shares. When this registration statement becomes effective, our
President will attempt to find an acquisition  candidate.  Our President has not
engaged in any preliminary contact or discussions with any representative of any
other company  regarding the  possibility  of an acquisition or merger as of the
date of this registration statement.

We  will  provide  our  shareholders  with  complete  disclosure   documentation
concerning potential business opportunities. Disclosure is expected to be in the
form of a proxy or information statement.

Our Director intends to obtain certain assurances of value, including statements
of assets and liabilities,  material contracts or accounts receivable statements
before closing a transaction.

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

We have not,  and do not intend to enter into,  any  arrangement,  agreement  or
understanding   with   non-management   shareholders   allowing   non-management
shareholders  to  directly  or  indirectly   participate  in  or  influence  our
management of the Company.

We have no full time  employees.  Mr. Jason John is our only part time employee.
Mr. John has agreed to allocate a portion of his time to our activities, without
compensation.  Mr. John anticipates that our business plan can be implemented by
him devoting  approximately five (5) hours per month to our business affairs. We
do not expect any significant changes in the number of employees.

General Business Plan

Our purpose is to acquire an interest  in a business  which seeks the  perceived
advantages of an Exchange Act registered  corporation.  We will not restrict our
search to any specific business or industry.  Management anticipates that it may
be able to participate in only one potential  business  venture  because we have
nominal assets and limited financial resources.


                                       12
<PAGE>


We may seek a business  combination with companies that have recently  commenced
operations.  It is likely that any  business we select will  require  additional
capital to expand into new products or markets.

We anticipate that the selection of a business  opportunity  will be complex and
extremely  risky.  Due  to  general  economic  conditions,  rapid  technological
advances and  shortages  of available  capital,  management  believes  there are
numerous  firms  seeking  the  perceived  benefits  of  a  publicly   registered
corporation.  Business  opportunities  may occur in different  industries and at
various stages of development.

We currently have no capital to provide to the owners of business opportunities.
However,  management  believes  we will be able to offer  owners of  acquisition
candidates  the  opportunity  to acquire a controlling  ownership  interest in a
publicly  registered  company  without  incurring  the cost and time required to
conduct an initial public offering.

The analysis of new business  opportunities will be undertaken by Mr. Jason John
who is not a professional business analyst. Management intends to concentrate on
identifying business  opportunities that may be brought to our attention through
Mr.   John's   business   associations.   In  analyzing   prospective   business
opportunities, management will consider:

         *        the available technical, financial and managerial resources;
         *        working capital and other financial requirements;
         *        history of operations, if any;
         *        prospects for the future;
         *        nature of present and expected competition;
         *        the quality and experience of management  services that may be
                  available and the depth of that management;
         *        the   potential   for  further   research,   development,   or
                  exploration;
         *        specific risk factors which could be anticipated to impact our
                  proposed activities;
         *        the potential for growth or expansion;
         *        the potential for profit;
         *        the perceived  public  recognition  of acceptance of products,
                  services, or trades;
         *        name identification; and
         *        other relevant factors.

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

Our  management  will rely upon their own efforts and, to a much lesser  extent,
the efforts of our shareholders,  in accomplishing our business purposes.  We do
not anticipate using outside  consultants or advisors,  except for legal counsel
and accountants.  If we do retain an outside consultant or advisor, any cash fee
will be paid by the prospective merger/acquisition candidate, as we have no cash
assets.


                                       13

<PAGE>

We anticipate that we will incur nominal expenses in the  implementation  of our
business  plan.  Because we have no capital to pay these  anticipated  expenses,
present management will pay these charges with their personal funds, as interest
free loans. If additional  funding is necessary,  management and or shareholders
will continue to provide capital or arrange for additional outside funding. If a
merger candidate cannot be found within a reasonable period of time,  management
will not continue to provide capital.

How Our Acquisition May be Structured

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

Management may visit material  facilities,  obtain  independent  verification of
information  and check  references  of  management  and key  personnel.  We will
participate in a business  opportunity only after the negotiation and signing of
appropriate written agreements.

Negotiations  with  target  company  management  are  expected  to  focus on the
percentage of our company that the target company shareholders will acquire. Our
percentage  ownership in the combined company will likely be significantly lower
than our current ownership interest.

Competition

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

                                     PART II

                                OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

                  None

Item 2            CHANGES IN SECURITIES AND USE OF PROCEEDS

                  None

Item 3            DEFAULTS UPON SENIOR SECURITIES

                  None


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<PAGE>

Item 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         (a)      We held an annual general meeting on August 3, 2000.

         (b)      Our annual general meeting involved the election of directors.
                  Mr.  Jason  John  was  re-elected  the  sole  director  of our
                  company.

         (c)      The first  matter  which was  voted on at our  annual  general
                  meeting was the election of directors.  304,000 votes received
                  were  cast  for and  zero  votes  were  received  against  the
                  election  of Mr.  Jason  John  as  the  sole  director  of the
                  Company.

                  The second  matter  which was voted on at our  annual  general
                  meeting was the election of auditors.  304,000 votes  received
                  were  cast  for and  zero  votes  were  received  against  the
                  election of Davidson & Company as our  auditors for the fiscal
                  year ending March 31, 2001.

         (d)      Not applicable.

Item 5            OTHER INFORMATION

                  None

Item 6            EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

                           Exhibit 27.1 - Financial Data Schedule

                  (b)      Reports on Form 8-K

                           None


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<PAGE>

                                   SIGNATURES

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

                                     TRIPACIFIC DEVELOPMENT CORP.

Dated:  November 10, 2000            Per:     /s/ Jason John
                                              --------------------------
                                              Jason John, President and Director



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