sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Pacific Office Properties Trust, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

694714106

(CUSIP Number)

March 19, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o     Rule 13d-1(b)
þ     Rule 13d-1(c)
o     Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be ‘filed’ for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		694714106	13G


1	NAME OF REPORTING PERSON Steven J. Lewis


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		5	SOLE VOTING POWER

NUMBER OF			- 0 -

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			180,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			- 0 -

WITH		8	SHARED DISPOSITIVE POWER

			180,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	180,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	5.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		694714106	13G


1	NAME OF REPORTING PERSON Cheryl Lewis


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		5	SOLE VOTING POWER

NUMBER OF			- 0 -

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			180,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			- 0 -

WITH		8	SHARED DISPOSITIVE POWER

			180,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	180,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	5.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		694714106	13G


1	NAME OF REPORTING PERSON The Lewis Family Foundation


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Hawaii

		5	SOLE VOTING POWER

NUMBER OF			- 0 -

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			180,000

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			- 0 -

WITH		8	SHARED DISPOSITIVE POWER

			180,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	180,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	5.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

STATEMENT CONTAINING INFORMATION REQUIRED BY SCHEDULE 13G

ITEM 1.

	(a)		Name of Issuer The name of the issuer is Pacific Office Properties Trust, Inc. (the “Company”).

	(b)		Address of Issuer’s Principal Executive Offices The Company’s principal executive offices are located at: 233 Wilshire Blvd. Suite 830 Santa Monica, California 90401

ITEM 2.

	(a)		Name of Person Filing

			This Statement on Schedule 13G is filed, pursuant to Rule 13d-1(c) under the Act by Steven J. Lewis, Cheryl Lewis and The Lewis Family Foundation, under the Trust Agreement dated June 20, 2007 for The Lewis Family Foundation (the “Trust”), of which Mr. Lewis and Mrs. Lewis are co-trustees.

	(b)		Address of Principal Business Office or, if none, Residence

			The principal business address of Mr. and Mrs. Lewis and the Trust is 841 Bishop Street Suite 1700, Honolulu, HI 96813.

	(c)		Citizenship

			Mr. Lewis — U.S.A. Mrs. Lewis — U.S.A. Trust — Hawaii

	(d)		Title of Class of Securities Common Stock, $0.0001 par value per share

	(e)		CUSIP Number 694714106

ITEM 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)	o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	o	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	o	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable

ITEM 4. Ownership


A.	Mr. Lewis

	(a) Amount beneficially owned: 180,000
	(b) Percent of class: 5.9%
	(c) Number of shares as to which the person has:
		(i) Sole power to vote or direct the vote: -0-
		(ii) Shared power to vote or direct the vote: 180,000
		(iii) Sole power to dispose or direct the disposition: -0-
		(iv) Shared power to dispose or direct the disposition: 180,000

B.	Mrs. Lewis

	(a) Amount beneficially owned: 180,000
	(b) Percent of class: 5.9%
	(c) Number of shares as to which the person has:
		(i) Sole power to vote or direct the vote: -0-
		(ii) Shared power to vote or direct the vote: 180,000
		(iii) Sole power to dispose or direct the disposition: -0-
		(iv) Shared power to dispose or direct the disposition: 180,000

C.	Trust

	(a) Amount beneficially owned: 180,000
	(b) Percent of class: 5.9%
	(c) Number of shares as to which the person has:
		(i) Sole power to vote or direct the vote: -0-
		(ii) Shared power to vote or direct the vote: 180,000
		(iii) Sole power to dispose or direct the disposition: -0-
		(iv) Shared power to dispose or direct the disposition: 180,000

ITEM 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: o

Not Applicable.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

ITEM 8. Identification and Classification of Members of the Group

See Exhibit 1 hereto for the members of the group filing this Schedule 13G.

ITEM 9. Notice of Dissolution of Group

Not Applicable

ITEM 10. Certification

By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


		Date: March 31, 2008

		By:		/s/ Steven J. Lewis Steven J. Lewis

		Date: March 31, 2008

		By:		/s/ Cheryl Lewis

				Cheryl Lewis


		Date: March 31, 2008

		The Lewis Family Foundation

		By:		/s/ Steven J. Lewis Steven J. Lewis
				Co-Trustee

		By:		/s/ Cheryl Lewis

				Cheryl Lewis
				Co-Trustee

Exhibit 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting persons of a statement on Schedule 13G (including any amendments thereto) with respect to the Common Stock of Pacific Office Properties Trust, Inc. and that this Agreement be included as an Exhibit to such joint filing.

This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 31^st day of March 2008.



	By:	/s/ Steven J. Lewis
		Steven J. Lewis

	By:	/s/ Cheryl. Lewis
		Cheryl Lewis

	The Lewis Family Foundation
	By:	/s/ Steven J. Lewis
		Steven J. Lewis
		Co-Trustee

	By:	/s/ Cheryl Lewis
		Cheryl Lewis
		Co-Trustee