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-BBâ or any national securities exchange as of April 14, 2000.

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.

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.

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.

Item 6. Management's Discussion and Analysis or Plan of Operation.

FORWARD LOOKING STATEMENTS

The statements contained in this report that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are made based upon management's current expectations and beliefs concerning future developments and their potential effects upon the Company. There can be no assurance that future developments affecting the Company will be those anticipated by management. Actual results may differ materially from those included in the forward-looking statements. These forward-looking statements involve risks and uncertainties including, but not limited to, the following:

- the Company's status as a start-up company with less than two years of operating history;

- the Company's expectation of significant losses during the first two years of operations;

- the competitive disadvantage resulting from the Company's status as a highly-regulated, start-up company;

- the Company's dependence on key management personnel;

- the Company's ability to implement developments in technology to be competitive.

Readers are also directed to other risks and uncertainties discussed in other documents filed by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.

Overview

The Company was organized on November 20, 1998, and is considered to be a developmental stage company with a principal business objective to establish a solid waste services and landfill management company. The Company has a limited operating history and has not generated revenues from its operations. PIC's activities have been limited to start-up procedures. Consequently, the Company has incurred the expenses of such procedures. Future operating results will depend on many factors, including its ability to raise adequate working capital, demand for its services, the level of competition and its ability to satisfy governmental regulations and deliver its services while maintaining quality and controlling costs.

Plan of Operation

Management of the Company believes that the need for additional capital going forward will be derived somewhat from internal revenues and earnings generated from the set-up and operation of a solid waste landfill and corresponding services. If the Company is unable to establish a base of operations in the waste management industry, and subsequently not be able to generate revenues from such services, however, management believes the Company will need to raise additional funds to meet its cash requirements. It is the intent of the Company to seek to raise additional capital via a private placement offering, once the Company is trading on the OTC-BB. In the meantime, management of the Company plans to advance funds to the Company on an as-needed basis, although there is no definitive or legally binding arrangement to do so. The Company currently has no arrangements or commitments for accounts and accounts receivable financing. There can be no assurance that any such financing can be obtained or, if obtained that it will be on reasonable terms. This is a development stage company. The Company believes that its initial revenues will be primarily dependent upon the Company's ability to cost effectively and efficiently develop waste management services. The Company designates as its priorities for the next twelve (12) months of operations as developing and marketing its services to establish its business in the waste management industry. Realization of revenues from the Company's services during the fiscal year ending December 31, 2000, is vital to its plan of operations. There are no guarantees that the Company will be able to compete successfully or that the competitive pressures the Company may face will not have a material adverse effect on the Company's business, results of operations and financial condition. Additionally, a superior competitive service could force the Company out of business.

Results of Operations

Period from November 20, 1998 to December 31, 1999.

The operational period from November 20, 1998 to December 31, 1999, achieved two (2) main goals for the Corporation. The Company's goals were the formation of the organization to pursue the Company's business objective and to obtain sufficient capital to develop a base of operations in the motion picture industry.

Revenues. PIC is a developmental stage company as defined in SFAS #7. The Company has not generated any revenues to date. The Company has devoted substantially all of its present efforts to: (1) developing a base of operations, (2) organizing the company's internal operations and structure and (3) maintaining its 12(g) reporting requirements with the Securities Act of 1934 and its commencement of trading on the NASD Over-the-Counter Bulletin Board ("OTC-BB").

Expenses. The Company incurred expenses for the operating period November 20, 1998 to December 31, 1999, totaling $131,868. Expenditures were primarily due to costs incurred for interest expense, travel expenses, services and general and administrative expenses. The Company's travel expenses were incurred in the process of attempting to coordinate the establishment of its operations in Indonesia.

Net Loss. Due to the significant operating expenses, PIC experienced a net loss of $131,868. The Company anticipated incurring this loss during the initial commencement of operations until such time that it will realize revenues from waste management services in the fiscal year 2000, of which there can be no assurance.

Liquidity and Capital Resources

The Company has generated no revenues during this period and it is unknown when it will generate significant revenues. It is anticipated that the Company will realize revenues from its operations during the next twelve (12) months, of which the Company cannot guarantee. The receipt of funds from Private Placement Offerings or loans obtained through private and public sources by Hollywood Entertainment may be anticipated to offset its near term cash equivalents for the next twelve (12) months. The Company has financed its cash flow requirements through issuance of common stock. During its normal course of business, the Company may experience net positive cash flows from operations, attributable to the issuance of notes payable and capital stock, pending receipt of revenues. Further, the Company may be required to obtain additional financing to fund operations through common or preferred stock offerings, bank borrowings and loans, to the extent available, or to obtain additional financing to the extent necessary to augment its working capital.

Year 2000 Issue

The Company uses computer software programs and operating systems in its internal operations, including applications used in financial business systems and various administrative functions. Although the Company's software applications contain source code that appropriately interpreted the calendar year 2000, failure by the Company to make any future modifications resulting from "Year 2000" could result in systems interruptions or failures that could have a material adverse effect on the Company's business. The Company has not incurred, nor anticipates that it will incur material expenses to make its computer software programs and operating systems "Year 2000" compliant. However, there can be no assurance that unanticipated costs necessary to update software, or potential systems interruptions, will not exceed the Company's expectations and have a material adverse effect on the Company's business, financial condition and results of operations.

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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
								1999			1998
Assets
Current assets:
	Cash						$	3,511		$	4,000
	Due from officer							59,331			-
		Total current assets						62,842			4,000
Other assets:
	Organizational costs (net)							-			179
Total Assets							$	62,842		$	4,179
Liabilities and Stockholders' Equity
Current liabilities:
	Interest payable						$	1,375		$	-
Long-term debt								45,000			-
Total Liabilities								46,375			-
Stockholders' Equity:
	Common stock, $0.001 par value, 20,000,000
		shares authorized, 5,748,167 shares issued
		and outstanding						5,749			4,000
	Additional paid-in capital							120,011			185
	Contributed capital							22,575			-
	Deficit accumulated during development stage							(131,868)			(6)
			Total stockholders' equity					16,467			4,179
Total Liabilities and Stockholder's Equity							$	62,842		$	4,179

See accompanying notes to financial statements

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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
						November 20,						November 20,
						1998 (Date of						1998 (Date of
						Inception) to						Inception) to
						December 31,						December 31,
							1999			1999			1998
Revenue						$	-		$	-		$	-
Expenses:
	Amortization expense						6			-			6
	Interest expense						1,375			1,375			-
	Travel expenses						55,848			55,848
	General administrative expenses						74,639			74,639			-
		Total expenses					131,868			131,862			6
Net loss						$	(131,868)		$	(131,862)		$	(6)
Weighted average number of
	common shares outstanding						5,748,167			5,748,167			4,000,000
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
																	Deficit
																	Accumulated
						Common Stock								Additional			During			Total
											Contributed			Paid-in			Development			Stockholders'
						Shares		Amount			Capital			Capital			Stage			Equity
November 20, 1998
	Issued for cash					4,000,000		$	4,000		$			$	185		$			$	4,185
Net loss
	November 20, 1998
	(inception to)
	December 31, 1998																	(6)			(6)
Balances as of
	December 31, 1998					4,000,000			4,000						185			(6)			4,179
January 29, 1999
	Issued for cash					996,500			997						48,828						49,825
April 6, 1999
	Issued for cash
	and services					751,667			752						70,998						71,750
December 31, 1999
	Cash contributed											22,575									22,575
Net loss
	January 1, 1999 to
	December 31, 1999																	(131,862)			(131,862)
Balace as of
	December 31, 1999					5,748,167		$	5,749		$	22,575		$	120,011		$	(131,868)		$	16,467

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
						November 20						November 20
						1998 (Date of						1998 (Date of
						Inception) to						Inception) to
						December 31,						December 31,
							1999			1999		1998
Cash flows from operating activities
Net loss						$	(131,868)		$	(131,862)		$	(6)
Adjustments to reconcile net income to net cash used
	by operating activities:
		Amortization expense					6			-			6
		(Increase) decrease in:
			Due from officer				(59,331)			(59,331)			-
			Organizational expenses				(6)			179			(185)
		Increase (decrease) in:
			Interest payable				1,375			1,375			-
Net cash used by operating activities							(189,824)			(189,639)			(185)
Cash flows from investing activities
Net cash provided (used) by investing activities							-			-			-
Cash flows from financing activities
	Proceeds from issuance of debt						45,000			45,000			-
	Issuance of capital stock						148,335			144,150			4,185
Net cash provided by financing activities							193,335			189,150			4,185
Net (decrease) increase in cash							3,511			(489)			4,000
Cash - beginning							-			4,000			-
Cash - ending						$	3,511		$	3,511		$	4,000
Supplemental disclosures:
	Interest paid					$	-		$	-		$	-
	Income taxes paid					$	-		$	-		$	-
	Noncash investing and financing activities:
		Common stock issued in exchange for services rendered				$	31,250		$	31,250		$	-

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:

6. The Company uses the accrual method of accounting.
7. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
8. The Company maintains a cash balance in a non-interest-bearing bank that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with the maturity of three months or less are considered to be cash equivalents. There are no cash equivalents as of December 31, 1999.
9. Earnings per share (EPS) is computed using the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Since the Company has no common shares that are potentially issuable, such as stock options, convertible preferred stock and warrants, basic and diluted EPS are the same. The Company had no dilutive common stock equivalents such as stock options as of December 31, 1999.
10. The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception.
11. The cost of equipment is depreciated over the estimated useful life of the equipment utilizing the straight-line method of depreciation.
12. The Company will review its need for a provision for federal income tax after each operating quarter and each period for which a statement of operations is issued.
13. The Company has adopted December 31 as its fiscal year end.

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.

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.

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:

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:

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:

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.

The following notes payable existed at December 31, 1999:

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.

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.

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

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.

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

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.