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

                                  UNITED STATES
                       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)

                                  June 28, 2005

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

                      CENTURY PACIFIC FINANCIAL CORPORATION
               (Exact name of registrant as specified in charter)


                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)


         0-16075                                         86-0449546
(Commission File Number)                       (IRS Employer Identification No.)

                                 936A Beachland
                              Boulevard, Suite 13
                              Vero Beach, FL 32963
                         (Address of Principal Executive
                              Offices and zip code)

                                 (772) 231-7544 (Registrant's telephone
                          number, including area code)


                                       n/a

          (Former Name or Former Address, if Changed Since Last Report)

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


<PAGE>

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

      Information  included  in  this  Form  8-K  may  contain   forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act").
This  information may involve known and unknown risks,  uncertainties  and other
factors  which  may  cause  the  Company's   actual   results,   performance  or
achievements  to be materially  different  from future  results,  performance or
achievements   expressed   or   implied  by  any   forward-looking   statements.
Forward-looking statements, which involve assumptions and describe the Company's
future plans, strategies and expectations,  are generally identifiable by use of
the  words  "may,"  "will,"  "should,"   "expect,"   "anticipate,"   "estimate,"
"believe,"  "intend"  or  "project"  or the  negative  of  these  words or other
variations  on these  words or  comparable  terminology.  These  forward-looking
statements are based on assumptions  that may be incorrect,  and there can be no
assurance that these projections  included in these  forward-looking  statements
will come to pass.  The Company's  actual results could differ  materially  from
those  expressed  or implied by the  forward-looking  statements  as a result of
various factors.  Except as required by applicable laws, the Company  undertakes
no obligation to update publicly any forward-looking  statements for any reason,
even if new information becomes available or other events occur in the future.

Item 3.02 Unregistered Sales of Equity Securities

      On June 29, 2005,  Century Pacific  Financial  Corporation (the "Company")
issued  5,000,000 shares of its common stock ("Common Stock") to Keating Reverse
Merger  Fund,  LLC ("KRM  Fund") in full  payment of an  unsecured  $50,000 loan
previously  made to the  Company by KRM Fund.  The  shares of Common  Stock were
valued at $0.01 per share in connection with this loan payment.

      On June 29,  2005,  the Company also issued  500,000  shares of its Common
Stock to Kevin R.  Keating,  the sole officer and  director of the  Company,  in
payment of $5,000 owed to him for services  previously  rendered to the Company.
The shares of Common  Stock were  valued at $0.01 per share in  connection  with
this payment.

      On June 29,  2005,  the Company also issued  350,000  shares of its Common
Stock to Garisch  Financial,  Inc.  ("GFI") in payment of $3,500 owed to GFI for
consulting  services  previously  rendered to the Company.  The shares of Common
Stock were valued at $0.01 per share in connection with this payment.

      The above  shares of Common  Stock were  issued  under an  exemption  from
registration  under  Section  4(2) of the  Securities  Act of 1933,  as  amended
("Securities  Act").  As such,  the shares of Common  Stock  issued to KRM Fund,
Kevin R. Keating and GFI will be restricted  shares,  and the holder thereof may
not sell,  transfer or  otherwise  dispose of such shares  without  registration
under the  Securities Act or an exemption  therefrom.  The Company has agreed to
grant "piggyback" registration rights to KRM Fund, Kevin R. Keating and GFI with
respect to the above shares.

<PAGE>

      Immediately   following  the  above  stock  issuances,   the  Company  had
13,775,021  shares  of  Common  Stock  outstanding.  KRM  Fund  owns a total  of
10,625,287  shares of the  Company's  Common Stock  immediately  after the above
stock issuances.

Item 5.03 Amendments to Articles of  Incorporation  or Bylaws;  Change of Fiscal
Year.

      On June 28,  2005,  the Company  filed a  Certificate  of Amendment to the
Certificate of  Incorporation  of the Company with the Secretary of State of the
State of Delaware.  The Amendment  had been  approved by the Company's  board of
directors on May 27, 2005 and by the written consent of  stockholders  holding a
majority of the outstanding  shares of voting securities of the Company entitled
to vote on May 27,  2005.  The  stockholders  of the  Company  were mailed a 14C
information statement on June 7, 2005 informing them of the foregoing actions.

      The Amendment  increased  the number of authorized  shares of common stock
from 100,000,000 to 150,000,000 and increased the number of authorized shares of
preferred stock from 5,000,000 to 10,000,000. The Amendment also reduced the par
value per share of common  stock  from  $0.04 per share to $0.001  per share and
reduced  the par value  per share of  preferred  stock  from  $0.05 per share to
$0.001 per share.

      A copy of the  Amendment  is attached  hereto as Exhibit 3.2 and is hereby
incorporated by reference.

Item 9.01 Exhibits.

      (c)   Exhibits.


      Exhibit Number    Description
      --------------    -----------

      3.2               Certificate   of   Amendment  to  the   Certificate   of
                        Incorporation of the Company filed June 28, 2005.


<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 hereunto duly authorized.

                                   Century Pacific Financial Corporation
                                   (Registrant)


Date: June 30, 2005                By: /s/ Kevin R. Keating
                                       -----------------------------------------
                                       Kevin R. Keating, President and Secretary

<PAGE>


                                  EXHIBIT INDEX

      Exhibit Number    Description
      --------------    -----------

      3.2               Certificate   of   Amendment  to  the   Certificate   of
                        Incorporation of the Company filed June 28, 2005.
{"company-data": {"conformed-name": "CENTURY PACIFIC FINANCIAL CORP", "cik": "0000791770", "assigned-sic": "6211", "irs-number": "860449546", "state-of-incorporation": "AZ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16075", "film-number": "05929923"}, "business-address": {"street1": "1505 E. WEBER STREET", "street2": "SUITE 120", "city": "TEMPE", "state": "AZ", "zip": "85281", "phone": "480-966-6115"}}
================================================================================

                                  UNITED STATES
                       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)

                                  June 28, 2005

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

                      CENTURY PACIFIC FINANCIAL CORPORATION
               (Exact name of registrant as specified in charter)

                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)

         0-16075                                         86-0449546
(Commission File Number)                       (IRS Employer Identification No.)

                                 936A Beachland
                              Boulevard, Suite 13
                              Vero Beach, FL 32963
                         (Address of Principal Executive
                              Offices and zip code)

                                 (772) 231-7544 (Registrant's telephone
                          number, including area code)

                                       n/a

          (Former Name or Former Address, if Changed Since Last Report)

================================================================================
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

      Information  included  in  this  Form  8-K  may  contain   forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act").
This  information may involve known and unknown risks,  uncertainties  and other
factors  which  may  cause  the  Company's   actual   results,   performance  or
achievements  to be materially  different  from future  results,  performance or
achievements   expressed   or   implied  by  any   forward-looking   statements.
Forward-looking statements, which involve assumptions and describe the Company's
future plans, strategies and expectations,  are generally identifiable by use of
the  words  "may,"  "will,"  "should,"   "expect,"   "anticipate,"   "estimate,"
"believe,"  "intend"  or  "project"  or the  negative  of  these  words or other
variations  on these  words or  comparable  terminology.  These  forward-looking
statements are based on assumptions  that may be incorrect,  and there can be no
assurance that these projections  included in these  forward-looking  statements
will come to pass.  The Company's  actual results could differ  materially  from
those  expressed  or implied by the  forward-looking  statements  as a result of
various factors.  Except as required by applicable laws, the Company  undertakes
no obligation to update publicly any forward-looking  statements for any reason,
even if new information becomes available or other events occur in the future.

Item 3.02 Unregistered Sales of Equity Securities

      On June 29, 2005,  Century Pacific  Financial  Corporation (the "Company")
issued  5,000,000 shares of its common stock ("Common Stock") to Keating Reverse
Merger  Fund,  LLC ("KRM  Fund") in full  payment of an  unsecured  $50,000 loan
previously  made to the  Company by KRM Fund.  The  shares of Common  Stock were
valued at $0.01 per share in connection with this loan payment.

      On June 29,  2005,  the Company also issued  500,000  shares of its Common
Stock to Kevin R.  Keating,  the sole officer and  director of the  Company,  in
payment of $5,000 owed to him for services  previously  rendered to the Company.
The shares of Common  Stock were  valued at $0.01 per share in  connection  with
this payment.

      On June 29,  2005,  the Company also issued  350,000  shares of its Common
Stock to Garisch  Financial,  Inc.  ("GFI") in payment of $3,500 owed to GFI for
consulting  services  previously  rendered to the Company.  The shares of Common
Stock were valued at $0.01 per share in connection with this payment.

      The above  shares of Common  Stock were  issued  under an  exemption  from
registration  under  Section  4(2) of the  Securities  Act of 1933,  as  amended
("Securities  Act").  As such,  the shares of Common  Stock  issued to KRM Fund,
Kevin R. Keating and GFI will be restricted  shares,  and the holder thereof may
not sell,  transfer or  otherwise  dispose of such shares  without  registration
under the  Securities Act or an exemption  therefrom.  The Company has agreed to
grant "piggyback" registration rights to KRM Fund, Kevin R. Keating and GFI with
respect to the above shares.
Immediately   following  the  above  stock  issuances,   the  Company  had
13,775,021  shares  of  Common  Stock  outstanding.  KRM  Fund  owns a total  of
10,625,287  shares of the  Company's  Common Stock  immediately  after the above
stock issuances.

Item 5.03 Amendments to Articles of  Incorporation  or Bylaws;  Change of Fiscal
Year.

      On June 28,  2005,  the Company  filed a  Certificate  of Amendment to the
Certificate of  Incorporation  of the Company with the Secretary of State of the
State of Delaware.  The Amendment  had been  approved by the Company's  board of
directors on May 27, 2005 and by the written consent of  stockholders  holding a
majority of the outstanding  shares of voting securities of the Company entitled
to vote on May 27,  2005.  The  stockholders  of the  Company  were mailed a 14C
information statement on June 7, 2005 informing them of the foregoing actions.

      The Amendment  increased  the number of authorized  shares of common stock
from 100,000,000 to 150,000,000 and increased the number of authorized shares of
preferred stock from 5,000,000 to 10,000,000. The Amendment also reduced the par
value per share of common  stock  from  $0.04 per share to $0.001  per share and
reduced  the par value  per share of  preferred  stock  from  $0.05 per share to
$0.001 per share.

      A copy of the  Amendment  is attached  hereto as Exhibit 3.2 and is hereby
incorporated by reference.

Item 9.01 Exhibits.

      (c)   Exhibits.

      Exhibit Number    Description
      --------------    -----------

      3.2               Certificate   of   Amendment  to  the   Certificate   of
                        Incorporation of the Company filed June 28, 2005.
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 hereunto duly authorized.

                                   Century Pacific Financial Corporation
                                   (Registrant)

Date: June 30, 2005                By: /s/ Kevin R. Keating
                                       -----------------------------------------
                                       Kevin R. Keating, President and Secretary
EXHIBIT INDEX

      Exhibit Number    Description
      --------------    -----------

      3.2               Certificate   of   Amendment  to  the   Certificate   of
                        Incorporation of the Company filed June 28, 2005.