SEC 1746
(11-02)

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	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D/A	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 9 - Final)*

Pacer Technology

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

693905200

(CUSIP Number)

D. Stephen Antion

Ridgestone Corporation

10877 Wilshire Blvd, Suite 2000

Los Angeles, CA 90024

(310) 209-5300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 24, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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. 693905200

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ridgestone Corporation

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) n/a

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 693905200

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Christopher S. Kiper

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) n/a

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 693905200

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). D. Stephen Antion

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ X ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) n/a

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

	13.	Percent of Class Represented by Amount in Row (11) 0%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
This statement relates to the common stock, no par value (the “Common Stock”), of Pacer Technology, a California corporation (the “Issuer”). The Issuer’s principal executive office is located at 9420 Santa Anita Avenue, Rancho Cucamonga, California 91730.

Item 2.	Identity and Background
		NAME	PRINCIPAL BUSINESS ADDRESS
	1.	Ridgestone Corporation a Delaware corporation	10877 Wilshire Blvd., Suite 2000 Los Angeles, CA 90024
	2.	Christopher S. Kiper a citizen of the United States	10877 Wilshire Blvd., Suite 2000 Los Angeles, CA 90024
	3.	D. Stephen Antion a citizen of the United States	10877 Wilshire Blvd., Suite 2000 Los Angeles, CA 90024

	The above-named persons are sometimes collectively referred to herein as the “Reporting Persons.” The Reporting Persons are deemed to be a “group” within the meaning of Rule 13d-5(b) promulgated under the Securities and Exchange Act of 1934, as amended (the “Act”).

	Ridgestone Corporation Ridgestone is a private investment company focused on owning, operating and financing middle market companies. Ridgestone’s directors and executive officers are Abbott L. Brown, Linda L. Brown and D. Stephen Antion. Abbott L. Brown is Ridgestone’s Chairman of the Board, Chief Executive Officer and founding shareholder. Mr. Brown was an executive officer and member of the Board of Directors of Global Crossing Ltd. from 1998 to 2000. From 1994 to 1998, Mr. Brown was managing director and chief financial officer of Pacific Capital Group, a merchant banking firm. Linda L. Brown serves as a Director of Ridgestone Corporation and is the Vice President and Secretary of Ridgestone Corporation. D. Stephen Antion is the President of Ridgestone. Prior to joining Ridgestone in April 2000, Mr. Antion was a partner at O’Melveny & Myers LLP in Los Angeles. Mr. Antion was elected to the Board of Directors of the Issuer in August of 2002. Christopher S. Kiper joined Ridgestone in June 2000 as a Principal. From 1998 to 2000, Mr. Kiper served in a variety of financial and operating roles at Global Crossing Ltd.

	INDIVIDUAL REPORTING PERSONS 1. Christopher S. Kiper—see description above under Ridgestone Corporation. 2. D. Stephen Antion—see description above under Ridgestone Corporation. (d) None of the persons or entities named in this Item 2 has, during the last five years, been convicted in a criminal violation (excluding traffic violations and similar misdemeanors). (e) None of the persons or entities named in this Item has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the above-named individuals are United States citizens.

Item 3.	Source and Amount of Funds or Other Consideration


Item 4.	Purpose of Transaction
	The Reporting Persons have sold all of their Common Stock of the Issuer to E.T. Gravette, Jr. and G.J. Records, Jr., at a price of $6.00 per share in a privately negotiated transaction. The Reporting Persons do not as of the date of this filing have any specific plans or proposals which would relate to or result in any of the transactions described in Item 4 of Schedule 13D, except that Mr. Antion may choose to resign from the Board of Directors of the Issuer.

Item 5.	Interest in Securities of the Issuer
	(1)	Ridgestone Corporation Ridgestone Corporation no longer beneficially owns any shares of Common Stock of Issuer.

	(2)	Christopher S. Kiper Christopher S. Kiper no longer beneficially owns any shares of Common Stock of Issuer.

	(3)	D. Stephen Antion D. Stephen Antion no longer beneficially owns any shares of Common Stock of Issuer

			The Reporting Persons ceased to be the beneficial owner of 5% or more of the Common Stock of Issuer on March 24, 2003. See Item 6.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On March 24, 2003, the Reporting Persons sold all of their Common Stock in Issuer to E.T. Gravette, Jr. and G.J. Records, Jr. (collectively, “Buyer”), for a price of $6.00 per share in a privately negotiated transaction. Pursuant to the Stock Purchase Agreement with respect to such sale (i) Buyer has agreed for a period of two years from closing not to acquire any Common Stock of Issuer (other than in private transactions) at a price per share of less than $6.00, and (ii) the Reporting Persons have the right to receive additional consideration per share if Buyer acquires Common Stock of the Issuer within two years of closing at a price per share in excess of $6.00 or sells within the one year of closing any of the shares of Common Stock acquired from the Reporting Persons at a price per share in excess of $6.00.

Item 7.	Material to Be Filed as Exhibits
1. Joint Filing Statement Exhibit 1 (previously filed)
2. Stock Purchase Agreement dated as of March 24, 2003 among E.T. Gravette, Jr., G.J. Records, Jr. and Ridgestone Corporation, D. Stephen Antion as trustee of the Antion Trust and Christopher S. Kiper, individually and as trustee of the Kiper Family Trust.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 25, 2003	RIDGESTONE CORPORATION
	By:	/s/ Abbott L. Brown
	Name:	Abbott L. Brown
	Title:	Chairman and Chief Executive Officer

	By:	/s/ CHRISTOPHER S. KIPER
	Name:	Christopher S. Kiper

	By:	/s/ D. STEPHEN ANTION
	Name:	D. Stephen Antion

EXHIBIT INDEX

Exhibit No		Description
99.1		Joint Filing Statement (previously filed)

99.2		Stock Purchase Agreement dated as of March 24, 2003 among E.T. Gravette, Jr., G. J. Records, Jr. and Ridgestone Corporation, D. Stephen Antion as trustee of the Antion Trust and Christopher S. Kiper, individually and as trustee of the Kiper Family Trust

Exhibit 99.2

Stock Purchase Agreement

This Agreement is entered into on, March 24, 2003 among E. T. Gravette, Jr. and G. J. Records, Jr. (each of Gravette and Records are referred to as “Buyer” and collectively as “Buyers”) and Ridgestone Corporation (“Ridgestone”), D. Stephen Antion as trustee of the Antion Trust (“Antion”) and Christopher S. Kiper, individually and as trustee of the Kiper Family Trust (“Kiper”). Each of Ridgestone, Antion and Kiper are referred to herein as a “Seller” and collectively as the “Sellers”.

1. Sale of Shares. At the Closing Date (as defined below), each Seller shall sell, transfer and deliver to Buyers, and Buyers shall purchase from such Seller, the shares (the “Shares”) of common stock of Pacer Technology, a California corporation (the “Company”), listed on Schedule A hereto, for a purchase price per share of $6.00 (all subject to proportionate adjustment in the event of any stock split, stock dividend, recapitalization, reorganization, cash dividend or distribution or the like affecting the Shares) as adjusted for the contingent payments set forth below.

2. Closing. The sale and purchase of the Shares shall be consummated on March 25, 2003 (or such other date as Buyers and Sellers shall mutually agree) at nine o’clock, a.m., Los Angeles time, by delivery to Buyers of the Shares by DTC transfer (to account number 901/246841/Midfirst Bank) by each Seller giving irrevocable instructions to such Seller’s custodian to transfer such Shares to Buyers’ account against payment by wire transfer by Buyer of the full purchase price for the Shares to the accounts of the Sellers as instructed by the Sellers. The time of delivery and payment is herein called the “Closing Date”.

3. Sellers’ Representations and Warranties. Each Seller, severally and not jointly, represents and warrants to Buyers, and this Agreement is made in reliance on the following:

a. Such Seller owns beneficially the Shares set forth opposite its name on Schedule A.

b. Such Seller has good, marketable and indefeasible title to and full power of disposition over and has full right to sell and transfer to Buyer the Shares set forth opposite its name on Schedule A.

c. Such Seller’s Shares are being transferred free of all liens, claims, debts or other encumbrances; provided, however, that such Shares may be subject to restrictions on transfer by Buyers pursuant to the Securities Act of 1933, including Rule 144 thereunder.

4. Buyers’ Representations, Warranties and Covenants. Buyers, jointly and severally, represent and warrant to, and covenants with, each Seller, and this Agreement is made in reliance on the following:

a. Until two years from the Closing Date, Buyers or any affiliate of Buyers or any “group” (within the meaning of Securities Exchange Act Rule 13d-5(b)) of which a Buyer or any affiliate of a Buyer is a member (collectively referred to herein as “Buyers’ Group”) shall not purchase, by merger, tender offer, or open market purchase , any shares of common stock of the Company at a price less than the price per share set forth in paragraph 1 above; provided, however, that the provisions of this paragraph 4(a) shall not apply to a purchase of shares of common stock of the Company by Buyers’ Group in one or more privately negotiated, off-market transactions.

b. Until two years from the Closing Date, if Buyers’ Group purchases shares of common stock of the Company for a price in excess of the price per share set forth in paragraph 1 above, Buyers shall promptly pay to each Seller an amount equal to the difference between the highest price per share paid by Buyers’ Group and the price set forth in paragraph 1 above multiplied by the number of shares set forth on Schedule A for each Seller.

c. Until one year from the Closing Date, if Buyers’ Group disposes of any or all the Shares (whether by merger, stock sale, liquidation or otherwise) for a price in excess of the price per share paid by Buyers to Sellers hereunder, Buyers shall promptly pay to Sellers, pro rata, 90% of such excess.

d. The execution, delivery and performance of this Agreement by Buyers will not violate, breach or cause a default under any agreement, law, order, judgment, decree or other obligation applicable to either Buyer.

e. Each Buyer acknowledges that (i) Antion is a member of the Company’s Board of Directors and as a result Sellers may have information regarding the Company and its prospects that Buyers may not at this time have (and which Sellers may be restricted from disclosing), (ii) Buyers are intimately familiar with the Company and had the opportunity to ask the Company questions regarding the Company and its prospects, (iii) each Buyer is able to fend for himself, can bear the economic risk of acquisition of the Shares and (iv) each Buyer has such knowledge and experience in financial or business matters that he is capable of evaluating the merits and risks of the transaction described in this Agreement. Each Buyer agrees not to assert any claim, or to institute any legal, equitable, administrative or other proceedings against Sellers or any of their affiliates as a result of non-disclosure of any information in Sellers’ possession.

f. Notwithstanding anything to the contrary contained herein as between Buyers and Sellers, the voting and disposition of the Shares acquired hereunder shall be in the sole discretion of Buyers.

5. Miscellaneous. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the heirs, administrators, executors and assigns of each Seller and each Buyer. This Agreement may be assigned by Buyers, but such assignment shall not relieve Buyers of any of the obligations or duties imposed upon Buyers hereunder. Time is of the essence herein. Each Seller acknowledges that the Shares are a unique asset and that money damages would not be an adequate remedy for breach of this Agreement and that Buyers shall be entitled to

specific performance or other equitable relief, in addition to any other remedies. Each Buyer acknowledges that the covenants contained in paragraph 4(a) are a unique asset and that money damages would not be an adequate remedy for breach of this Agreement and that Sellers, and each of them, shall be entitled to specific performance or other equitable relief, in addition to any other remedies for breach by Buyers. This Agreement may be executed in counterparts, but all such counterparts shall constitute one and the same agreement. This Agreement contains the entire agreement of the parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter hereof. This is an integrated document.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto on the date first above written.

“Sellers”		“Buyers”

Ridgestone Corporation

/s/ D. STEPHEN ANTION		/s/ E.T. GRAVETTE, JR.
D. Stephen Antion		E.T. Gravette, Jr.
President

Antion Trust

/s/ D. STEPHEN ANTION		/s/ G.J. RECORDS, JR.
By: D. Stephen Antion, Co-Trustee		G. J. Records, Jr.

Kiper Family Trust

/s/ CHRISTOPHER S. KIPER
By: Christopher S. Kiper, Co-Trustee

/s/ CHRISTOPHER S. KIPER
Christopher S. Kiper

Schedule A

Seller		Shares
Ridgestone		540,495
Antion		16,000
Kiper		37,000

Under the Securities Exchange Act of 1934 (Amendment No. 9 - Final)*

SIGNATURE

“Sellers”

“Buyers”

Ridgestone Corporation

Under the Securities Exchange Act of 1934
(Amendment No. 9 - Final)*