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<P>                                             <STRONG>SECURITIES AND EXCHANGE COMMISSION</STRONG></P>

<P>                                                            WASHINGTON, D.C. 20549        </P>

<P><STRONG>                                                                            FORM S-8</STRONG>          </P>

<P>                                                      REGISTRATION STATEMENT UNDER</P>

<P>                                                            THE SECURITIES ACT OF 1933</P>

<P>                                            <STRONG>PACIFIC INTERNATIONAL HOLDINGS, INC.</STRONG></P>

<P>                                           (Exact Name of Registrant as Specified in its Charter)</P>

<P>
<TABLE BORDER="1" WIDTH="100%">
<TR><TD><STRONG>Utah                         </STRONG></TD>
<TD><STRONG>87-0678630            </STRONG></TD></TR>
<TR><TD>(State or Other Jurisdiction of incorporation or organization)</TD>
<TD>(IRS Employer ID No.)</TD></TR></TABLE>

<P>                                                                            <STRONG>000-30771</STRONG></P>

<P>                                                                (Commission File No.)</P>

<P>                                            <STRONG>8 East Broadway, Suite 609, Salt Lake City, UT 84111  </STRONG></P>

<P>                                                    (Address of Principal Executive Offices)  </P>

<P>                                                                         <STRONG>801-363-0890</STRONG></P>

<P>                                              (Issuer's Telephone Number, including Area Code)                                    </P>

<P>                                                              <STRONG>   Long-Term Stock Plan</STRONG></P>

<P>                                                                    (Full Title of the Plan)</P>

<P>     </P>

<P>                                                                 Cletha A. Walstrand, Esq.</P>

<P>                                                               8 East Broadway, Suite 609</P>

<P>                                                                   Salt Lake City, UT 84111</P>

<P>                                                      (Name and Address of Agent for Service)</P>

<P>IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR
CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN
SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS,
CHECK THE FOLLOWING BOX:    [ X ]<BR>
</P>

<P>                      <STRONG>CALCULATION OF REGISTRATION FEE</STRONG>
<TABLE BORDER="1" WIDTH="100%">
<TR><TD><STRONG>Title of Each Class of
Securities to be
Registered</STRONG></TD>
<TD><STRONG>Amount to be
Registered</STRONG></TD>
<TD><STRONG>Proposed Maximum
Offering Price per
Unit/Share</STRONG></TD>
<TD><STRONG>Proposed Maximum
Aggregate Offering
Price</STRONG></TD>
<TD><STRONG>Amount of
Registration Fee</STRONG></TD></TR>
<TR><TD>$.001 par value
common voting stock</TD>
<TD>3,000,000</TD>
<TD>$.05</TD>
<TD>$150,000</TD>
<TD>$ 38.00 (1)</TD></TR></TABLE>

<P>       (1)  Calculated according to Rule 230.457(h) of the Securities and Exchange Commission, based upon the exercise
price of the options covering the underlying common stock to be issued under the Plan.           </P>

<P>                          <STRONG>PART I</STRONG></P>

<P><STRONG>Item 1.  Plan Information</STRONG>.</P>

<P>     Plan.        </P>

<P>         A copy of the Long-Term Stock Plan (the "Plan") is attached hereto and incorporated herein by reference.</P>

<P><STRONG>Item 2.  Registrant Information and Employee Plan Annual Information.</STRONG></P>

<P>     Available Information.</P>

<P>         Copies of the Plan, 10-KSB Annual Report of the Registrant, all 10-QSB Quarterly Reports, any Current Reports
and/or proxy or information statements filed with the Securities and Exchange Commission (the "Commission") during the
past twelve months have been provided to the Plan participants, or for those who participate in the Plan in the future, will
be provided to the Plan participants.</P>

<P>           Additional information regarding the Registrant may be reviewed at the Commission's web site www.sec.gov.</P>

<P>                      <STRONG>PART II</STRONG></P>

<P><STRONG>Information Required in the Registration Statement</STRONG></P>

<P><STRONG>Item 3.  Incorporation of Documents by Reference.</STRONG></P>

<P>          The following documents are incorporated by reference into this Registration Statement and made a part hereof, to
wit: </P>

<P>          (a)  The Registrant's 10-KSB;</P>

<P>          (b)  All other reports filed pursuant to Sections 13(a) or 15(d)of the Securities Exchange Act of 1934 (the "Exchange
Act")for the past twelve months;</P>

<P>          (c)  Not applicable.</P>

<P>          All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such documents.</P>

<P><STRONG>Item 4.  Description of Securities.</STRONG></P>

<P>          The Registrant is authorized to issue $0.001 par value common voting stock.</P>

<P>          The holders of the $0.001 par value common stock of the Registrant have traditional rights as to voting, dividends
and liquidation.  All shares of common stock are entitled to one vote on all matters; there are no pre-emptive rights and
cumulative voting is not allowed.  The common stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Registrant, the holders of common stock are entitled to share equally in
corporate assets after satisfaction of all liabilities.</P>

<P><STRONG>Item 5.  Interest of Named Experts and Counsel.</STRONG></P>

<P>          None.</P>

<P><STRONG>Item 6.  Indemnification of Directors and Executive Officers.</STRONG></P>

<P>          Under the Utah Revised Business Corporation Act, a corporation has the power to indemnify any person who is
made a party to any civil, criminal, administrative or investigative proceeding, other than an action by or in the right of the
corporation, by reason of the fact that such person was a director, officer, employee or agent of the corporation, against
expenses, including reasonable attorneys' fees, judgments, fines and amounts paid in settlement of any such actions;
provided, however, in any criminal proceeding, the indemnified person shall have had no reason to believe the conduct
committed was unlawful.</P>

<P><STRONG>Item 7.  Exemption from Registration Claimed.</STRONG></P>

<P>     None.</P>

<P><STRONG>Item 8.  Exhibits.</STRONG><BR>

<TABLE BORDER="1" WIDTH="100%">
<TR><TD><STRONG>Exhibit Number </STRONG></TD>
<TD><STRONG>Description</STRONG></TD></TR>
<TR><TD>  5      </TD>
<TD>Opinion Regarding Legality</TD></TR>
<TR><TD> 23.1  </TD>
<TD>Consent of Michael L. Labertew, Esq.</TD></TR>
<TR><TD> 23.2  </TD>
<TD>Consent of David T. Thomson, CPA</TD></TR>
<TR><TD> 99  </TD>
<TD>Pacific International Holding's Long-Term Stock Plan</TD></TR></TABLE>

<P><STRONG>Item 9.  Undertakings.</STRONG></P>

<P>          The undersigned Registrant hereby undertakes:</P>

<P>          (a)  (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement:</P>

<P>                      (i)     To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933 Act");</P>

<P>                     (ii)     To reflect in the prospectus any facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement; and</P>

<P>                    (iii)     To include any additional or changed material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such information in the Registration
Statement; provided, however, only to the extent required by the general rules and regulations of the Commission.</P>

<P>               (2)  That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.</P>

<P>               (3)  To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.</P>

<P>          (b)  That for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>

<P>          (c)  Insofar as indemnification for liabilities arising under the 1933 Act, as amended, may be permitted to directors,
executive officers and controlling persons of the Registrant as outlined above or otherwise, the Registrant has been advised
that in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, executive officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, executive officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.</P>

<P>                               <STRONG>SIGNATURES</STRONG></P>

<P>          Pursuant to the requirements of the 1933 Act, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on the date or dates appearing opposite the respective signatures
hereto.</P>

<P>                              REGISTRANT:</P>

<P> Date: 7/29/2002         By: /s/ Kitty Chow</P>

<P>                                    Kitty Chow, President, Director</P>

<P>          Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.</P>

<P>Date: 7/29/2002          By: /s/ Kitty Chow</P>

<P>                                    Kitty Chow, President, Director</P>

<P>                                    By: /s/ Shui Yuen Chan</P>

<P>                                    Shui Yuen Chan, Director</P>

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PACIFIC INTERNATIONAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Utah
87-0678630
(State or Other Jurisdiction of incorporation or organization)
(IRS Employer ID No.)
000-30771
(Commission File No.)
8 East Broadway, Suite 609, Salt Lake City, UT 84111
(Address of Principal Executive Offices)
801-363-0890
(Issuer's Telephone Number, including Area Code)
Long-Term Stock Plan
(Full Title of the Plan)
Cletha A. Walstrand, Esq.
8 East Broadway, Suite 609
Salt Lake City, UT 84111
(Name and Address of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR
CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN
SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS,
CHECK THE FOLLOWING BOX:    [ X ]
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be
Registered
Amount to be
Registered
Proposed Maximum
Offering Price per
Unit/Share
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration Fee
$.001 par value
common voting stock
3,000,000
$.05
$150,000
$ 38.00 (1)
(1)  Calculated according to Rule 230.457(h) of the Securities and Exchange Commission, based upon the exercise
price of the options covering the underlying common stock to be issued under the Plan.
PART I
Item 1.  Plan Information
.
Plan.
A copy of the Long-Term Stock Plan (the "Plan") is attached hereto and incorporated herein by reference.
Item 2.  Registrant Information and Employee Plan Annual Information.
Available Information.
Copies of the Plan, 10-KSB Annual Report of the Registrant, all 10-QSB Quarterly Reports, any Current Reports
and/or proxy or information statements filed with the Securities and Exchange Commission (the "Commission") during the
past twelve months have been provided to the Plan participants, or for those who participate in the Plan in the future, will
be provided to the Plan participants.
Additional information regarding the Registrant may be reviewed at the Commission's web site www.sec.gov.
PART II
Information Required in the Registration Statement
Item 3.  Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration Statement and made a part hereof, to
wit:
(a)  The Registrant's 10-KSB;
(b)  All other reports filed pursuant to Sections 13(a) or 15(d)of the Securities Exchange Act of 1934 (the "Exchange
Act")for the past twelve months;
(c)  Not applicable.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such documents.
Item 4.  Description of Securities.
The Registrant is authorized to issue $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant have traditional rights as to voting, dividends
and liquidation.  All shares of common stock are entitled to one vote on all matters; there are no pre-emptive rights and
cumulative voting is not allowed.  The common stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Registrant, the holders of common stock are entitled to share equally in
corporate assets after satisfaction of all liabilities.
Item 5.  Interest of Named Experts and Counsel.
None.
Item 6.  Indemnification of Directors and Executive Officers.
Under the Utah Revised Business Corporation Act, a corporation has the power to indemnify any person who is
made a party to any civil, criminal, administrative or investigative proceeding, other than an action by or in the right of the
corporation, by reason of the fact that such person was a director, officer, employee or agent of the corporation, against
expenses, including reasonable attorneys' fees, judgments, fines and amounts paid in settlement of any such actions;
provided, however, in any criminal proceeding, the indemnified person shall have had no reason to believe the conduct
committed was unlawful.
Item 7.  Exemption from Registration Claimed.
None.
Item 8.  Exhibits.
Exhibit Number
Description
5
Opinion Regarding Legality
23.1
Consent of Michael L. Labertew, Esq.
23.2
Consent of David T. Thomson, CPA
99
Pacific International Holding's Long-Term Stock Plan
Item 9.  Undertakings.
The undersigned Registrant hereby undertakes:
(a)  (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement:
(i)     To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933 Act");
(ii)     To reflect in the prospectus any facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement; and
(iii)     To include any additional or changed material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such information in the Registration
Statement; provided, however, only to the extent required by the general rules and regulations of the Commission.
(2)  That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b)  That for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the 1933 Act, as amended, may be permitted to directors,
executive officers and controlling persons of the Registrant as outlined above or otherwise, the Registrant has been advised
that in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, executive officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, executive officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 7/29/2002         By: /s/ Kitty Chow
Kitty Chow, President, Director
Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Date: 7/29/2002          By: /s/ Kitty Chow
Kitty Chow, President, Director
By: /s/ Shui Yuen Chan
Shui Yuen Chan, Director