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

                                   FORM 12b-25


              NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-31338

                                   FORM 10K-SB

                       For Period Ended: December 31, 2002


[Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.]


PART I - REGISTRANT INFORMATION

                              Pacific Spirit, Inc.
                        --------------------------------
                             Full Name of Registrant

                            -------------------------
                            Former Name if Applicable

                                11640-96 A Avenue

           -----------------------------------------------------------
            Address of Principal Executive Office (Street and Number)

                             Vancouver, B.C., Canada
                            -------------------------
                            City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the Registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

         [ X] (a) The reasons described in reasonable detail in Part III of this
         form could not be eliminated without unreasonable effort or expense;

         [ X] (b) The subject annual report, semi-annual report, transition
         report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
         will be filed on or before the fifteenth calendar day following the
         prescribed due date; or the subject quarterly report or transition
         report on Form 10-Q, or portion thereof will be filed on or before the
         fifth calendar day following the prescribed due date; and

         [ ] (c) The accountant's statement or other exhibit required by Rule
12b-25 has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

The Company's has management was unable to complete the information needed for
the 10K-SB. As a result, the Company was unable to file the 10K-SB on time
without unreasonable effort and expense.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
notification.

               Kennan E. Kaeder                 (619) 232-6545
               -------------                -----------------------------
                  (Name)                    (Area Code)(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 of Section 30 of the Investment Company Act of
1940 during the preceding 12 months (or for such shorter) period that the
Registrant was required to file such reports) been filed? If answer is no,
identify report(s). [X]Yes [ ]No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? [
]Yes [X]No


NARRATIVE AND QUALITATIVE EXPLANATION OF THE ANTICIPATED CHANGE:

Not applicable.







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                              Pacific Spirit, Inc.
                   -------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
 hereunto duly authorized.

                                  Pacific Spirit, Inc.
Dated: March 31, 2003             /s/ Peter Sotola
                                  Peter Sotola, President


[ATTENTION: Intentional misstatements of omissions of fact
constitute Federal Criminal Violations (See 18 U.S.C. 1001).]