SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  May 20, 2003


                       PACIFIC LAND AND COFFEE CORPORATION
             (Exact name of registrant as specified in its charter)

                         BACK CHANNEL INVESTMENTS, INC.
                                  (Former name)


                                    Delaware
                 (State or other jurisdiction of incorporation)


         0-30595                                                      33-0619256
(Commission File Number)                      (IRS Employer Identification No.)


 1650 Ala Moana, Suite 507, Honolulu, Hawaii              96815
---------------------------------------------------------------
(Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code:  (808) 371-4266




<PAGE>



Item 1.       Change in Control of Registrant.
Item 2.       Acquisition or Disposition of Assets.

              On May 20, 2003, Back Channel Investments, Inc. (the "Registrant")
acquired   Pacific   Land  and  Coffee   Corporattion,   a  Hawaii   corporation
("HealtheUniverse")  pursuant to an Agreement  and Plan of  Reorganization  (the
"Agreement"), dated May 20, 2003.

              The Registrant  acquired all of the  outstanding  shares of Common
Stock of  HealtheUniverse,  in exchange for 7,000,000 shares of the Registrant's
Common Stock (all numbers give effect to a 3 for one forward stock split).  As a
result, there are 10,000,000 shares outstanding.

              Pursuant  to  the  Agreement,  the  officer  and  director  of the
Registrant,  Jehu Hand,  resigned and was replaced by the officers and directors
set forth in the table below.  The name of the Registrant was changed to Pacific
Land and Coffee Corporation. Control was assumed from Jehu Hand.

              The names of the current  directors and executive  officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the  number of  shares  held and the  percentage  of the  total  issued  and
outstanding  Common Stock (the only voting  security) of the Registrant owned by
each of them are as  follows.  Unless  otherwise  noted  below,  the  Registrant
believes  that all persons  named in the table have sole  voting and  investment
power with respect to all shares of common stock beneficially owned by them. For
purposes  hereof,  a person is deemed to be the  beneficial  owner of securities
that can be acquired by such person within 60 days from the date hereof upon the
exercise of warrants or options or the  conversion  of  convertible  securities.
Each beneficial owner's percentage  ownership is determined by assuming that any
warrants,  options or convertible  securities  that are held by such person (but
not those held by any other  person)  and which are  exercisable  within 60 days
from the date hereof, have been exercised.


    Name and Address                           Common Stock           Percentage

Dale G. Nielsen(1)                               4,662,000                 46.6%

Albert Coscina(1)
                                                 2,338,000                 23.4%


Jehu Hand(3)                                     2,400,000                   24%
24351 Pasto Road, Suite B
Dana Point, California 92629

All officers and directors
  as a group (2 persons)                         7,000,000                   70%



                                                        2

<PAGE>



    (1) The address of this person is c/o the Company.
    (2)Includes 2,400,000 shares held by Ecco Petroleum Family
Limited Partnership which Mr. Hand controls.



                                                        3

<PAGE>



Item 7.       Financial Statements, Pro Forma Financial Information
              and Exhibits.

              (a)(b) The required  financial  statements are filed herewith.  No
pro forma  financial  information is included  because the results of operations
and  balance  sheet of  Registrant  prior to the  acquisition,  as a blank check
company,  are not relevant to the future financial  statements of the Registrant
and under reverse acquisition accounting of the Hawaii private company is deemed
to be the accounting acquiror.

              (c)        Exhibits

              2.         Plan of acquisition, reorganization, arrangement, li-
                         quidation or succession.

                         2.1.    Agreement and Plan of Reorganization dated May
                   20, 2003 between the Registrant and Pacific
                                 Land and Coffee Corporation

                         3.      Certificate of Incorporation and Bylaws

                         3.3          Amendment to Certificate of Incorporation.



                                                        4

<PAGE>


                                   SIGNATURES

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

Dated:  May 20, 2003                         PACIFIC LAND AND COFFEE CORPORATION



                                                       By: /s/ Dale G. Nielsen
                                                       Dale G. Nielsen
                                                       President


                                                        5

<PAGE>












                                   PACIFIC LAND AND COFFEE CORPORATION
                                      (A Development Stage Company)

                                           FINANCIAL STATEMENTS

                           FROM INCEPTION (FEBRUARY 14, 2003) TO MARCH 31, 2003

                                                   WITH

                                       INDEPENDENT AUDITOR'S REPORT



<PAGE>


<TABLE>
<CAPTION>



                                   PACIFIC LAND AND COFFEE CORPORATION
                                      (A Development Stage Company)


                                                 CONTENTS


                                                                                                PAGE


<S>                                                                                              <C>
Independent Auditor's Report                                                                     1

Balance Sheet                                                                                    2

Statement of Operations                                                                          3

Statement of Stockholders' Equity                                                                4

Statement of Cash Flows                                                                          5

Notes to Financial Statements                                                                   6-7


</TABLE>

<PAGE>











Independent Auditor's Report

Board of Directors
PACIFIC LAND AND COFFEE CORPORATION
Salt Lake City, Utah

I have  audited  the  accompanying  balance  sheet of  Pacific  Land and  Coffee
Corporation (A  development  stage company) as of March 31, 2003 and the related
statements of  operations,  stockholders'  equity and cash flows from  inception
(February  14,  2003) to March 31,  2003.  These  financial  statements  are the
responsibility of the Company's  management.  My responsibility is to express an
opinion on the financial statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States of America.  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 statements.  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 Land and Coffee Corporation
(A  development  stage  company)  as of March 31,  2003,  and the results of its
operations  and its cash flows from  inception  (February 14, 2003) to March 31,
2003 in conformity with accounting  principles  generally accepted in the United
States of America.

As discussed in Note 1, the Company has been in the development  stage since its
inception on February 14, 2003. The Company has limited  operating  capital with
no revenue  from  operations.  Realization  of a major  portion of the assets is
dependent upon the Company's ability to meet its future financing  requirements,
and the success of future  operations.  These  factors raise  substantial  doubt
about the Company's ability to continue as a going concern.

David T. Thomson, P.C.



Salt Lake City, Utah
April 17, 2003



<PAGE>




               PACIFIC LAND AND COFFEE CORPORATION
                  (A Development Stage Company)

                          BALANCE SHEET

                              ASSETS


                                                                    March 31,
                                                                      2003

CURRENT ASSETS:
     Cash in bank                                                  $        807
                                                                    ------------

               Total Current Assets                                 $        807
                                                                   ------------


TOTAL ASSETS                                                        $        807
                                                                    ============

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                               $       --
                                                                    -----------

               Total Current Liabilities                            $        --
                                                                     -----------

STOCKHOLDERS' EQUITY (DEFICIT):
     Common Stock; $.0001 par value, 1,000 shares authorized,
          1,000 shares issued and outstanding                                 --
     Additional paid-in capital                                             2002
     Earnings (deficit) accumulated during the
          development stage                                              (1,195)

               Total Stockholders' Equity (Deficit)                          807

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $        807
                                                                    ============












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

                                                    4

<PAGE>




               PACIFIC LAND AND COFFEE CORPORATION
                  (A Development Stage Company)

                     STATEMENT OF OPERATIONS

                                                                  From Inception
                                                            (February 14, 2003)
                                                                        To
                                                                    March 31,
                                                                       2003


REVENUE:                                                                $    --
                                                                        -------

EXPENSES:
     General and administrative                                            1,195

          Total expenses                                                   1,195

INCOME (LOSS) FROM OPERATIONS                                            (1,195)
     Provision for income taxes                                               --

NET INCOME (LOSS)                                                $       (1,195)
                                                                  ==============

EARNINGS (LOSS) PER SHARE                                         $       (1.20)
                                                                  ==============

WEIGHTED NUMBER OF SHARES OUTSTANDING                                      1,000





















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

                                                    5

<PAGE>
<TABLE>
<CAPTION>



     PACIFIC LAND AND COFFEE CORPORATION
        (A Development Stage Company)

      STATEMENT OF STOCKHOLDERS' EQUITY


                                                                                Deficit
                                                                            Accumulated
                                             Common  Stock    Additiona     During the
                                                              Paid-in       Development
                                              Shares  Amount  Capital            Stage

<S>                                             <C>        <C>       <C>        <C>
BALANCE, February 14, 2003 (inception)             --      $   --    $   --     $     --

Shares issued to initial stockholders for cash
     at inception at approximately $1.00 per       1,000        --        1,002       --

Contributed capital - corporate organization and
     start-up costs, at inception, services and costs
     at estimated fair market value                  --          --      1,000         --

Net income (loss) from February 14, 2003 (inception)
     to March 31, 2003                               --          --        --      (1,195)

BALANCE, March 31, 2003                            1,000     $    --  $  2,002  $  (1,195)

</TABLE>























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

                                                    6

<PAGE>



           PACIFIC LAND AND COFFEE CORPORATION
              (A Development Stage Company)

                 STATEMENT OF CASH  FLOWS

                                                                  From Inception
                                                             (February 14, 2003)
                                                                         To
                                                                     March 31,
                                                                        2003

CASH FLOWS FROM OPERATING ACTIVITIES:
     Cash paid to suppliers and others                              $     (195)
                                                                    -----------

          Cash Flows (Used) by Operating Activities                       (195)
                                                                    -----------

CASH FLOW FROM INVESTING ACTIVITIES:                                         --

CASH FLOWS FROM FINANCING ACTIVITIES:
     Sale of common stock                                                 1,002

          Cash Flows Provided (Used) by Financing Activities              1,002
                                                                   ------------

NET INCREASE (DECREASE) IN CASH                                             807

CASH - BEGINNING OF PERIOD                                                   --

CASH - END OF PERIOD                                               $        807
                                                                   =============

RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
   PROVIDED (USED) BY OPERATING ACTIVITIES

NET INCOME (LOSS)                                                  $    (1,195)

Adjustment to reconcile net income (loss) to net
     cash provided (used) by operating activities
          Contributed capital - noncash fair market value
            of start-up and organization services and costs               1,000
          Changes in assets and liabilities                                  --

                    Total Adjustments                                     1,000

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                   $      (195)
                                                                   =============









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

                                                    7

<PAGE>


                                   PACIFIC LAND AND COFFEE CORPORATION
                                      (A Development Stage Company)

                                      NOTES TO FINANCIAL STATEMENTS


NOTE   1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization - The Company was organized under the laws of the State of
         Hawaii  on  February  14,  2003 and has  elected  a fiscal  year end of
         December  31st.  The  Company  was  organized  for the  purpose  of the
         research and development of tropical plantation plants, to own and sell
         real and  personal  property,  and to sell  products.  The  Company  is
         considered a  development  stage  company as defined in SFAS No. 7. The
         Company  has at the  present  time,  not  paid  any  dividends  and any
         dividends that may be paid in the future will depend upon the financial
         requirements of the Company and other relevant factors.

                  Net Earnings Per Share - The  computation of net income (loss)
         per share of common  stock is based on the weighted  average  number of
         shares outstanding during the period presented.

         Income  Taxes - Income tax  expenses  includes  federal and state taxes
         currently payable and deferred taxes arising from temporary differences
         between income for financial reporting and income tax purposes.  Due to
         a loss from inception,  the Company has no tax liability.  At this time
         the Company has no deferred  taxes arising from  temporary  differences
         between income for financial reporting and income tax purposes.

         Cash and Cash  Equivalents  - For  purposes  of the  statement  of cash
         flows,  the  Company  considers  all  highly  liquid  debt  instruments
         purchased  with  a  maturity  of  three  months  or  less  to  be  cash
         equivalents.  During the period ending March 31, 2003,  the Company did
         not have non-cash investing or financing activities.

         Use  of  Estimates  -  The  preparation  of  financial   statements  in
         conformity with accounting  principles generally accepted in the United
         States of America 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 revenues and expenses
         during the  reporting  period.  Actual  results could differ from those
         estimates.

NOTE   2 - COMMON STOCK TRANSACTIONS

                  The Company at  inception  issued 1,000 shares of common stock
         to two  initial  stockholders  at  approximately  $1.00 per share for a
         total amount of $1,002.  One  individual  was issued 666 shares and the
         other was issued 334 shares of the commons stock of the Company.

NOTE    3 - RELATED PARTY TRANSACTIONS

                  An officer of the Company is  providing  a mailing  address to
         the Company  without  charge.  This service has been  determined by the
         Company  to  have  only  nominal  value.   As  of  March  31,  2003  no
         compensation  has been paid or accrued to any  officers or directors of
         the  Corporation.  An officer  and  director  of the  Company  prepared
         initial  corporate  documents and forms related to the incorporation of
         the Company at no cost to the  Company.  The fair  market  value of the
         start-up and  organizational  services  and costs were  estimated to be
         $1,000 and have been treated as contributed  capital in these financial
         statements.


                                                    8

<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "my208k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 20995}]
{"company-data": {"conformed-name": "BACK CHANNEL INVESTMENTS INC", "cik": "0001092791", "assigned-sic": "6770", "irs-number": "330619256", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30595", "film-number": "03719535"}, "business-address": {"street1": "24351 PASTO RD", "street2": "STE B", "city": "DANA POINT", "state": "CA", "zip": "92629", "phone": "9494892400"}, "mail-address": {"street1": "24351 PASTO RD", "street2": "STE B", "city": "DANA POINT", "state": "CA", "zip": "92629"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  May 20, 2003

                       PACIFIC LAND AND COFFEE CORPORATION
             (Exact name of registrant as specified in its charter)

                         BACK CHANNEL INVESTMENTS, INC.
                                  (Former name)

                                    Delaware
                 (State or other jurisdiction of incorporation)

         0-30595                                                      33-0619256
(Commission File Number)                      (IRS Employer Identification No.)

 1650 Ala Moana, Suite 507, Honolulu, Hawaii              96815
---------------------------------------------------------------
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:  (808) 371-4266
Item 1.       Change in Control of Registrant.
Item 2.       Acquisition or Disposition of Assets.

              On May 20, 2003, Back Channel Investments, Inc. (the "Registrant")
acquired   Pacific   Land  and  Coffee   Corporattion,   a  Hawaii   corporation
("HealtheUniverse")  pursuant to an Agreement  and Plan of  Reorganization  (the
"Agreement"), dated May 20, 2003.

              The Registrant  acquired all of the  outstanding  shares of Common
Stock of  HealtheUniverse,  in exchange for 7,000,000 shares of the Registrant's
Common Stock (all numbers give effect to a 3 for one forward stock split).  As a
result, there are 10,000,000 shares outstanding.

              Pursuant  to  the  Agreement,  the  officer  and  director  of the
Registrant,  Jehu Hand,  resigned and was replaced by the officers and directors
set forth in the table below.  The name of the Registrant was changed to Pacific
Land and Coffee Corporation. Control was assumed from Jehu Hand.

              The names of the current  directors and executive  officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the  number of  shares  held and the  percentage  of the  total  issued  and
outstanding  Common Stock (the only voting  security) of the Registrant owned by
each of them are as  follows.  Unless  otherwise  noted  below,  the  Registrant
believes  that all persons  named in the table have sole  voting and  investment
power with respect to all shares of common stock beneficially owned by them. For
purposes  hereof,  a person is deemed to be the  beneficial  owner of securities
that can be acquired by such person within 60 days from the date hereof upon the
exercise of warrants or options or the  conversion  of  convertible  securities.
Each beneficial owner's percentage  ownership is determined by assuming that any
warrants,  options or convertible  securities  that are held by such person (but
not those held by any other  person)  and which are  exercisable  within 60 days
from the date hereof, have been exercised.

    Name and Address                           Common Stock           Percentage

Dale G. Nielsen(1)                               4,662,000                 46.6%

Albert Coscina(1)
                                                 2,338,000                 23.4%

Jehu Hand(3)                                     2,400,000                   24%
24351 Pasto Road, Suite B
Dana Point, California 92629

All officers and directors
  as a group (2 persons)                         7,000,000                   70%

                                                        2
(1) The address of this person is c/o the Company.
    (2)Includes 2,400,000 shares held by Ecco Petroleum Family
Limited Partnership which Mr. Hand controls.

                                                        3
Item 7.       Financial Statements, Pro Forma Financial Information
              and Exhibits.

              (a)(b) The required  financial  statements are filed herewith.  No
pro forma  financial  information is included  because the results of operations
and  balance  sheet of  Registrant  prior to the  acquisition,  as a blank check
company,  are not relevant to the future financial  statements of the Registrant
and under reverse acquisition accounting of the Hawaii private company is deemed
to be the accounting acquiror.

              (c)        Exhibits

              2.         Plan of acquisition, reorganization, arrangement, li-
                         quidation or succession.

                         2.1.    Agreement and Plan of Reorganization dated May
                   20, 2003 between the Registrant and Pacific
                                 Land and Coffee Corporation

                         3.      Certificate of Incorporation and Bylaws

                         3.3          Amendment to Certificate of Incorporation.

                                                        4
SIGNATURES

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

Dated:  May 20, 2003                         PACIFIC LAND AND COFFEE CORPORATION

                                                       By: /s/ Dale G. Nielsen
                                                       Dale G. Nielsen
                                                       President

                                                        5
PACIFIC LAND AND COFFEE CORPORATION
                                      (A Development Stage Company)

                                           FINANCIAL STATEMENTS

                           FROM INCEPTION (FEBRUARY 14, 2003) TO MARCH 31, 2003

                                                   WITH

                                       INDEPENDENT AUDITOR'S REPORT
PACIFIC LAND AND COFFEE CORPORATION
                                      (A Development Stage Company)

                                                 CONTENTS

                                                                                                PAGE
Independent Auditor's Report                                                                     1

Balance Sheet                                                                                    2

Statement of Operations                                                                          3

Statement of Stockholders' Equity                                                                4

Statement of Cash Flows                                                                          5

Notes to Financial Statements                                                                   6-7
Independent Auditor's Report

Board of Directors
PACIFIC LAND AND COFFEE CORPORATION
Salt Lake City, Utah

I have  audited  the  accompanying  balance  sheet of  Pacific  Land and  Coffee
Corporation (A  development  stage company) as of March 31, 2003 and the related
statements of  operations,  stockholders'  equity and cash flows from  inception
(February  14,  2003) to March 31,  2003.  These  financial  statements  are the
responsibility of the Company's  management.  My responsibility is to express an
opinion on the financial statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States of America.  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 statements.  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 Land and Coffee Corporation
(A  development  stage  company)  as of March 31,  2003,  and the results of its
operations  and its cash flows from  inception  (February 14, 2003) to March 31,
2003 in conformity with accounting  principles  generally accepted in the United
States of America.

As discussed in Note 1, the Company has been in the development  stage since its
inception on February 14, 2003. The Company has limited  operating  capital with
no revenue  from  operations.  Realization  of a major  portion of the assets is
dependent upon the Company's ability to meet its future financing  requirements,
and the success of future  operations.  These  factors raise  substantial  doubt
about the Company's ability to continue as a going concern.

David T. Thomson, P.C.

Salt Lake City, Utah
April 17, 2003
PACIFIC LAND AND COFFEE CORPORATION
                  (A Development Stage Company)

                          BALANCE SHEET

                              ASSETS

                                                                    March 31,
                                                                      2003

CURRENT ASSETS:
     Cash in bank                                                  $        807
                                                                    ------------

               Total Current Assets                                 $        807
                                                                   ------------

TOTAL ASSETS                                                        $        807
                                                                    ============

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                               $       --
                                                                    -----------

               Total Current Liabilities                            $        --
                                                                     -----------

STOCKHOLDERS' EQUITY (DEFICIT):
     Common Stock; $.0001 par value, 1,000 shares authorized,
          1,000 shares issued and outstanding                                 --
     Additional paid-in capital                                             2002
     Earnings (deficit) accumulated during the
          development stage                                              (1,195)

               Total Stockholders' Equity (Deficit)                          807

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $        807
                                                                    ============

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

                                                    4
PACIFIC LAND AND COFFEE CORPORATION
                  (A Development Stage Company)

                     STATEMENT OF OPERATIONS

                                                                  From Inception
                                                            (February 14, 2003)
                                                                        To
                                                                    March 31,
                                                                       2003

REVENUE:                                                                $    --
                                                                        -------

EXPENSES:
     General and administrative                                            1,195

          Total expenses                                                   1,195

INCOME (LOSS) FROM OPERATIONS                                            (1,195)
     Provision for income taxes                                               --

NET INCOME (LOSS)                                                $       (1,195)
                                                                  ==============

EARNINGS (LOSS) PER SHARE                                         $       (1.20)
                                                                  ==============

WEIGHTED NUMBER OF SHARES OUTSTANDING                                      1,000

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

                                                    5
PACIFIC LAND AND COFFEE CORPORATION
        (A Development Stage Company)

      STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                Deficit
                                                                            Accumulated
                                             Common  Stock    Additiona     During the
                                                              Paid-in       Development
                                              Shares  Amount  Capital            Stage
BALANCE, February 14, 2003 (inception)             --      $   --    $   --     $     --

Shares issued to initial stockholders for cash
     at inception at approximately $1.00 per       1,000        --        1,002       --

Contributed capital - corporate organization and
     start-up costs, at inception, services and costs
     at estimated fair market value                  --          --      1,000         --

Net income (loss) from February 14, 2003 (inception)
     to March 31, 2003                               --          --        --      (1,195)

BALANCE, March 31, 2003                            1,000     $    --  $  2,002  $  (1,195)
The  accompanying  notes are an integral part of these financial
statements.

                                                    6
PACIFIC LAND AND COFFEE CORPORATION
              (A Development Stage Company)

                 STATEMENT OF CASH  FLOWS

                                                                  From Inception
                                                             (February 14, 2003)
                                                                         To
                                                                     March 31,
                                                                        2003

CASH FLOWS FROM OPERATING ACTIVITIES:
     Cash paid to suppliers and others                              $     (195)
                                                                    -----------

          Cash Flows (Used) by Operating Activities                       (195)
                                                                    -----------

CASH FLOW FROM INVESTING ACTIVITIES:                                         --

CASH FLOWS FROM FINANCING ACTIVITIES:
     Sale of common stock                                                 1,002

          Cash Flows Provided (Used) by Financing Activities              1,002
                                                                   ------------

NET INCREASE (DECREASE) IN CASH                                             807

CASH - BEGINNING OF PERIOD                                                   --

CASH - END OF PERIOD                                               $        807
                                                                   =============

RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
   PROVIDED (USED) BY OPERATING ACTIVITIES

NET INCOME (LOSS)                                                  $    (1,195)

Adjustment to reconcile net income (loss) to net
     cash provided (used) by operating activities
          Contributed capital - noncash fair market value
            of start-up and organization services and costs               1,000
          Changes in assets and liabilities                                  --

                    Total Adjustments                                     1,000

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                   $      (195)
                                                                   =============

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

                                                    7
PACIFIC LAND AND COFFEE CORPORATION
                                      (A Development Stage Company)

                                      NOTES TO FINANCIAL STATEMENTS

NOTE   1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization - The Company was organized under the laws of the State of
         Hawaii  on  February  14,  2003 and has  elected  a fiscal  year end of
         December  31st.  The  Company  was  organized  for the  purpose  of the
         research and development of tropical plantation plants, to own and sell
         real and  personal  property,  and to sell  products.  The  Company  is
         considered a  development  stage  company as defined in SFAS No. 7. The
         Company  has at the  present  time,  not  paid  any  dividends  and any
         dividends that may be paid in the future will depend upon the financial
         requirements of the Company and other relevant factors.

                  Net Earnings Per Share - The  computation of net income (loss)
         per share of common  stock is based on the weighted  average  number of
         shares outstanding during the period presented.

         Income  Taxes - Income tax  expenses  includes  federal and state taxes
         currently payable and deferred taxes arising from temporary differences
         between income for financial reporting and income tax purposes.  Due to
         a loss from inception,  the Company has no tax liability.  At this time
         the Company has no deferred  taxes arising from  temporary  differences
         between income for financial reporting and income tax purposes.

         Cash and Cash  Equivalents  - For  purposes  of the  statement  of cash
         flows,  the  Company  considers  all  highly  liquid  debt  instruments
         purchased  with  a  maturity  of  three  months  or  less  to  be  cash
         equivalents.  During the period ending March 31, 2003,  the Company did
         not have non-cash investing or financing activities.

         Use  of  Estimates  -  The  preparation  of  financial   statements  in
         conformity with accounting  principles generally accepted in the United
         States of America 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 revenues and expenses
         during the  reporting  period.  Actual  results could differ from those
         estimates.

NOTE   2 - COMMON STOCK TRANSACTIONS

                  The Company at  inception  issued 1,000 shares of common stock
         to two  initial  stockholders  at  approximately  $1.00 per share for a
         total amount of $1,002.  One  individual  was issued 666 shares and the
         other was issued 334 shares of the commons stock of the Company.

NOTE    3 - RELATED PARTY TRANSACTIONS

                  An officer of the Company is  providing  a mailing  address to
         the Company  without  charge.  This service has been  determined by the
         Company  to  have  only  nominal  value.   As  of  March  31,  2003  no
         compensation  has been paid or accrued to any  officers or directors of
         the  Corporation.  An officer  and  director  of the  Company  prepared
         initial  corporate  documents and forms related to the incorporation of
         the Company at no cost to the  Company.  The fair  market  value of the
         start-up and  organizational  services  and costs were  estimated to be
         $1,000 and have been treated as contributed  capital in these financial
         statements.

                                                    8