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|Form 10-QSB -- Optional Form for Quarterly and Transition
      Reports of Small Business Issuers under Sections 13 or 15(d)
|----------------------------------------------------------------------------------------------------------------------------

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

FORM 10-QSB
  (Mark One)**x****** 
  Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange
  Act Of 1934

For the quarterly period ended March 31, 2004

** ̈****** 
  Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of
  1934

For the transition period from __________ to __________

COMMISSION FILE NUMBER000-32011

BALSAM VENTURES, INC.
  (Name of small business issuer in its charter)

|NEVADA                                                         | 52-2219056                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     
|SUITE 208, 20 EAST FOOTHILL BOULEVARD                          |                                     
|ARCADIA, CALIFORNIA                                            | 91006                               
|(Address of principal executive offices)                       | (Zip Code)                          
|                                                               |                                     
|(626) 574-2911                                                 |                                     
|Issuer's telephone number                                      |                                     

Former name, former address and former fiscal year, if changed
  since last report

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
  (or for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days. Yes
  **x******
  No  ** ̈******

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: As of May 21, 2004,
  the Registrant had 25,500,000 common stock with a par value of $0.001 outstanding.

Transitional Small Business Disclosure Format (check one):
  Yes ** ̈******
  No **x******

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PART 1 - FINANCIAL INFORMATION

ITEM 1.            FINANCIAL
  STATEMENTS.

---

BALSAM VENTURES, INC. (A Development Stage Company)

FINANCIAL STATEMENTS

MARCH 31, 2004 (Unaudited)
  (Stated in U.S Dollars)

---

BALSAM VENTURES, INC. (A Development Stage Company)

BALANCE SHEETS (Unaudited)
  (Stated in U.S Dollars)

|                                                           |   | MARCH
      31 |   |   | DECEMBER
      31 |  
|---------------------------------------------------------- | - | -------------- | - | - | ----------------- | -
|                                                           |   | 2004           |   |   | 2003              |  
|                                                           |   |                |   |   |                   |  
|ASSETS                                                     |   |                |   |   |                   |  
|                                                           |   |                |   |   |                   |  
|Current                                                    |   |                |   |   |                   |  
|Cash                                                       | $ | -              |   | $ | 23                |  
|                                                           |   |                |   |   |                   |  
|License Agreement(Note 4)                                  |   | -              |   |   | -                 |  
|                                                           |   |                |   |   |                   |  
|                                                           |   | -              |   |   | 23                |  
|                                                           |   |                |   |   |                   |  
|LIABILITIES                                                |   |                |   |   |                   |  
|                                                           |   |                |   |   |                   |  
|Current                                                    |   |                |   |   |                   |  
|Bank indebtedness                                          | $ | 9              |   | $ | -                 |  
|Accounts payable                                           |   | 62,654         |   |   | 44,620            |  
|                                                           |   |                |   |   |                   |  
|Convertible Notes Payable(Note 6)                          |   | 273,000        |   |   | 266,500           |  
|                                                           |   | 335,663        |   |   | 311,120           |  
|                                                           |   |                |   |   |                   |  
|SHAREHOLDERS DEFICIENCY                                   |   |                |   |   |                   |  
|                                                           |   |                |   |   |                   |  
|Share Capital                                              |   |                |   |   |                   |  
|Authorized:                                                |   |                |   |   |                   |  
|100,000,000
      common shares, par value with $0.001 per |   |                |   |   |                   |  
|share                                                      |   |                |   |   |                   |  
|                                                           |   |                |   |   |                   |  
|Issued and outstanding:                                    |   |                |   |   |                   |  
|20,500,000
      common shares at March 31, 2004 and       |   |                |   |   |                   |  
|December
      31, 2003                                    |   | 20,500         |   |   | 20,500            |  
|                                                           |   |                |   |   |                   |  
|Additional paid-in
      capital                           |   | 117,500        |   |   | 117,500           |  
|                                                           |   |                |   |   |                   |  
|Deficit Accumulated During The Development Stage           |   | (473,663       | ) |   | (449,097          | )
|                                                           |   | (335,663       | ) |   | (311,097          | )
|                                                           |   |                |   |   |                   |  
|                                                           | $ | -              |   | $ | 23                |  

---

BALSAM VENTURES, INC. (A Development Stage Company)

STATEMENTS OF OPERATIONS (Unaudited)
  (Stated in U.S Dollars)

|                                              |   |                    |  |   |            |  |   | INCEPTION | 
|--------------------------------------------- | - | ------------------ |  | - | ---------- |  | - | --------- | 
|                                              |   |                    |  |   |            |  |   | AUGUST 17 | 
|                                              |   | THREE MONTHS ENDED |  |   | 1999 TO    | 
|                                              |   | MARCH 31           |  |   | MARCH 31   | 
|                                              |   | 2004               |  |   | 2003       |  |   | 2004      | 
|                                              |   |                    |  |   |            |  |   |           | 
|Expenses                                      |   |                    |  |   |            |  |   |           | 
|Consulting services                           | $ | 15,000             |  | $ | 33,000     |  | $ | 240,947   | 
|Domain registration                           |   | -                  |  |   | 83         |  |   | 436       | 
|Professional fees                             |   | 2,425              |  |   | 1,234      |  |   | 116,128   | 
|Bank charges and
      interest               |   | 6,475              |  |   | -          |  |   | 13,553    | 
|Office and sundry                             |   | 94                 |  |   | 67         |  |   | 9,319     | 
|Regulatory                                    |   | 532                |  |   | -          |  |   | 7,126     | 
|Stock transfer services                       |   | 40                 |  |   | 54         |  |   | 5,380     | 
|Write off of software
      development costs |   | -                  |  |   | -          |  |   | 8,675     | 
|Travel                                        |   | -                  |  |   | -          |  |   | 9,099     | 
|License extension
      payment               |   | -                  |  |   | -          |  |   | 63,000    | 
|                                              |   |                    |  |   |            |  |   |           | 
|Loss For
      The Period                     |   | 24,566             |  |   | 34,438     |  | $ | 473,663   | 
|                                              |   |                    |  |   |            |  |   |           | 
|Loss Per
      Share                          | $ | 0.01               |  | $ | 0.01       |  |   |           | 
|                                              |   |                    |  |   |            |  |   |           | 
|Weighted Average Number Of Shares             |   |                    |  |   |            |  |   |           | 
|Outstanding                                   |   | 20,500,000         |  |   | 20,200,000 |  |   |           | 

---

BALSAM VENTURES, INC. (A Development Stage Company)

STATEMENTS OF CASH FLOWS (Unaudited)
  (Stated in U.S Dollars)

|                                                |   |                    |   |   |          |   |   | INCEPTION |  
|----------------------------------------------- | - | ------------------ | - | - | -------- | - | - | --------- | -
|                                                |   |                    |   |   |          |   |   | AUGUST 17 |  
|                                                |   | THREE MONTHS ENDED |   |   | 1999 TO  |  
|                                                |   | MARCH 31           |   |   | MARCH 31 |  
|                                                |   | 2004               |   |   | 2003     |   |   | 2004      |  
|                                                |   |                    |   |   |          |   |   |           |  
|Cash Flows From Operating Activities            |   |                    |   |   |          |   |   |           |  
|Net loss for the
      period                   | $ | (24,566            | ) | $ | (34,438  | ) | $ | (473,663  | )
|                                                |   |                    |   |   |          |   |   |           |  
|Adjustments To Reconcile Net Loss To Net        |   |                    |   |   |          |   |   |           |  
|Cash Used By Operating Activities               |   |                    |   |   |          |   |   |           |  
|Write off of software
      development costs   |   | -                  |   |   | -        |   |   | 8,675     |  
|Shares issued to
      extend license agreement |   | -                  |   |   | -        |   |   | 63,000    |  
|Change in accounts
      payable                |   | 18,034             |   |   | 34,393   |   |   | 62,654    |  
|                                                |   | (6,532             | ) |   | (45      | ) |   | (339,334  | )
|                                                |   |                    |   |   |          |   |   |           |  
|Cash Flows From Investing Activity              |   |                    |   |   |          |   |   |           |  
|Software development
      costs                |   | -                  |   |   | -        |   |   | (8,675    | )
|                                                |   |                    |   |   |          |   |   |           |  
|Cash Flows From Financing Activities            |   |                    |   |   |          |   |   |           |  
|Share capital                                   |   | -                  |   |   | -        |   |   | 75,000    |  
|Convertible notes                               |   | 6,500              |   |   | -        |   |   | 273,000   |  
|                                                |   | 6,500              |   |   | -        |   |   | 348,000   |  
|                                                |   |                    |   |   |          |   |   |           |  
|Increase (Decrease) In Cash                     |   | (32                | ) |   | (45      | ) |   | (9        | )
|                                                |   |                    |   |   |          |   |   |           |  
|Cash, Beginning Of Period                       |   | 23                 |   |   | 45       |   |   | -         |  
|                                                |   |                    |   |   |          |   |   |           |  
|Cash (Bank
      Indebtedness), End Of Period   | $ | (9                 | ) | $ | -        |   | $ | (9        | )

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES

|a) | During the year ended December 31, 2003, the Company
        issued 300,000 common shares with a value of $63,000 as consideration
        for the extension of a license agreement.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                     
|b) | During the year ended December 31, 2003, the Company
        settled accounts payable, in the amount of $260,000, by the issue of convertible
        notes (Note 6).               

---

BALSAM VENTURES, INC. (A Development Stage Company)

STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)

MARCH 31, 2004 (Unaudited)
  (Stated in U.S Dollars)

|                                 | COMMON
      STOCK |  |   |        |  |   |            |   |   |               |  
|-------------------------------- | ------------------ |  | - | ------ |  | - | ---------- | - | - | ------------- | -
|                                 |                    |  |   |        |  |   | ADDITIONAL |   |   | SHARE         |  
|                                 |                    |  |   |        |  |   | PAID-IN    |   |   | SUBSCRIPTIONS |  
|                                 | SHARES             |  |   | AMOUNT |  |   | CAPITAL    |   |   | RECEIVABLE    |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Shares issued for cash at $0.001 | 5,000,000          |  | $ | 5,000  |  | $ | -          |   | $ | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Shares issued for cash at $0.01  | 5,000,000          |  |   | 5,000  |  |   | 45,000     |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Shares issued for cash at $0.20  | 100,000            |  |   | 100    |  |   | 19,900     |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Subscriptions receivable         | -                  |  |   | -      |  |   | -          |   |   | (2,500        | )
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Net loss for the period          | -                  |  |   | -      |  |   | -          |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Balance, December 31, 1999       | 10,100,000         |  |   | 10,100 |  |   | 64,900     |   |   | (2,500        | )
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Subscriptions receivable         | -                  |  |   | -      |  |   | -          |   |   | 2,500         |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Net loss for the year            | -                  |  |   | -      |  |   | -          |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Balance, December 31, 2000       | 10,100,000         |  |   | 10,100 |  |   | 64,900     |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Net loss for the year            | -                  |  |   | -      |  |   | -          |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Balance, December 31, 2001       | 10,100,000         |  |   | 10,100 |  |   | 64,900     |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Stock split (2 for 1)            | 10,100,000         |  |   | 10,100 |  |   | (10,100    | ) |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Net loss for the year            | -                  |  |   | -      |  |   | -          |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Balance, December 31, 2002       | 20,200,000         |  |   | 20,200 |  |   | 54,800     |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Shares issued for license        |                    |  |   |        |  |   |            |   |   |               |  
|extension payment at $0.21       | 300,000            |  |   | 300    |  |   | 62,700     |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Net loss for the year            | -                  |  |   | -      |  |   | -          |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Balance, December 31, 2003       | 20,500,000         |  |   | 20,500 |  |   | 117,500    |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Net loss for the period          | -                  |  |   | -      |  |   | -          |   |   | -             |  
|                                 |                    |  |   |        |  |   |            |   |   |               |  
|Balance, March 31, 2004          | 20,500,000         |  | $ | 20,500 |  | $ | 117,500    |   | $ | -             |  

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BALSAM VENTURES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004 (Unaudited)
  (Stated in U.S Dollars)

|1. | BASIS OF PRESENTATION AND
        OPERATIONS
      Basis of Presentation
      The unaudited financial statements as of March 31, 2004
        included herein have been prepared without audit pursuant to the rules
        and regulations of the Securities and Exchange Commission. Certain information
        and footnote disclosures normally included in financial statements prepared
        in accordance with United States generally accepted accounting principles
        have been condensed or omitted pursuant to such rules and regulations.
        In the opinion of management, all adjustments (consisting of normal recurring
        accruals) considered necessary for a fair presentation have been included.
        It is suggested that these financial statements be read in conjunction
        with the December 31, 2003 audited financial statements and notes thereto.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---

BALSAM VENTURES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004 (Unaudited)
  (Stated in U.S Dollars)

|2. | NATURE OF OPERATIONS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | SIGNIFICANT ACCOUNTING
        POLICIES
      The financial statements of the Company have been prepared
        in accordance with generally accepted accounting principles in the United
        States. Because a precise determination of many assets and liabilities
        is dependent upon future events, the preparation of financial statements
        for a period necessarily involves the use of estimates which have been
        made using careful judgement.
      The financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

BALSAM VENTURES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004 (Unaudited)
  (Stated in U.S Dollars)

|**3.** | SIGNIFICANT ACCOUNTING
        POLICIES(Continued)
|------ | --------------------------------------------------
|       |                                                   
|       | b)                                                
|       |                                                   
|       | c)                                                
|       |                                                   
|       | d)                                                
|       |                                                   
|       | e)                                                
|       |                                                   
|       |                                                   
|       |                                                   
|       |                                                   

---

BALSAM VENTURES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004 (Unaudited)
  (Stated in U.S Dollars)

|3. | SIGNIFICANT ACCOUNTING
        POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | LICENSE
      Pursuant to an exclusive license agreement, dated November
        30, 2003, the Company has acquired the exclusive right and license for
        a period of 40 years to use, commercialize and exploit the technology
        for self-chilling beverage containers within the countries comprising
        the European Union and the Republic of China. In consideration of the
        grant of the exclusive license, the Company agreed to:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---

BALSAM VENTURES, INC. (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004 (Unaudited)
  (Stated in U.S Dollars)

|5. | RELATED PARTY TRANSACTIONS
      During the period ended March 31, 2004, directors
        compensation totalled $Nil (2003 -$18,000).
      Accounts payable includes $16,636 (2003 - $28,465) due
        to directors.                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | CONVERTIBLE NOTES PAYABLE
      During the year ended December 31, 2003, the Company
        issued $260,000 of three year convertible notes bearing interest of 10%
        per annum. The notes are convertible into common shares at the lesser
        of $0.03 or 50% of the average trading price of the Companys common
        shares for the ten trading days prior to conversion. The Company may,
        at its option, elect to pay a portion of the interest by issuing common
        shares.

---

ITEM 2.            MANAGEMENT'S
  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Form 10-QSB constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities
  Exchange Act of 1934 (the Exchange Act). These statements, identified
  by words such as plan, "anticipate," "believe," "estimate," "should,"
  "expect" and similar expressions, include our expectations and objectives regarding
  our future financial position, operating results and business strategy. These
  statements reflect the current views of management with respect to future events
  and are subject to risks, uncertainties and other factors that may cause our
  actual results, performance or achievements, or industry results, to be materially
  different from those described in the forward-looking statements. Such risks
  and uncertainties include those set forth under the caption "Management's Discussion
  and Analysis or Plan of Operation" and elsewhere in this Form 10-QSB. We do
  not intend to update the forward-looking information to reflect actual results
  or changes in the factors affecting such forward-looking information. We advise
  you to carefully review the reports and documents we file from time to time
  with the Securities and Exchange Commission (SEC), particularly
  our Annual Report on Form 10-KSB and our current reports on Form 8-K.

As used in this quarterly report, the terms "we", "us", "our",
  Company and Balsam mean Balsam Ventures, Inc. unless
  otherwise indicated. All dollar amounts in this quarterly report are in U.S.
  dollars unless otherwise stated.

DESCRIPTION OF BUSINESS

We are in the business of developing and marketing a patented
  unique proprietary technology that we have licensed from Cool Can Technologies,
  Inc. (Cool Can) which is intended to allow for the licensing and
  manufacture of commercially viable self-chilling beverage containers (the Cool
  Can Technology).

Cool Can's proposed product is referred to as the "InstaCool"
  product and consists of a module for insertion in an aluminum beverage container
  that incorporates a cartridge of liquid carbon dioxide ("CO2") that is held
  in place by a cartridge holder. The module consists of proprietary technology
  for which Cool Can has been granted patent protection. The module would be inserted
  in an aluminum beverage container during an automated canning process. Containers
  incorporating the InstaCool product would be identified and sold as self-chilling
  beverage containers. To start the chilling process, a consumer would pull the
  tab off the container as with a regular non-chilling beverage container. When
  the tab on the lid of the beverage container is pulled by the consumer, a valve
  mechanism within the container would release the compressed liquid CO2. The
  escaping CO2 would then form into small particles of frozen snow at extremely
  cold temperatures and rapidly impart a chilling action to the beverage. The
  targeted result is that the consumer may purchase a beverage at room temperature
  and enjoy it cold without having to purchase it from a cooler or purchase ice
  to cool the beverage.

On November 30, 2003, we entered into a license agreement
  (the License Agreement) with Cool Can which grants us the exclusive
  right and license, for a period of 40 years, to enjoy, commercialize and exploit
  the Cool Can Technology in countries comprising the European Union and the Peoples
  Republic of China (the Exclusive Region). Under the License Agreement,
  we have the right, within the Exclusive Region, to manufacture, use and sell
  apparatus and products embodying the Cool Can Technology and grant sub-licenses
  of our right to manufacture, use and sell products embodying the Cool Can Technology.
  The License Agreement further provides us with a right of first refusal with
  respect to any transfers, sales or assignments of the Cool Can Technology by
  Cool Can, including patents, trademarks or other intellectual property rights.
  We also have a right of first refusal with respect to any licensing rights for
  countries which are not a party to the North American Free Trade Agreement and
  are outside of the Exclusive Region. In consideration for the rights granted
  to us under the License Agreement, we agreed to:

| | (a) | issue to Cool Can 5,000,000 shares of
        our common stock, which shares were issued subsequent to the end of our
        quarterly period ended March 31, 2004; and                                                                                                                                                                                               
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | pay ongoing royalties to Cool Can equal
        to 2% of gross profits from the sale of products and 5% of gross licensing
        revenues. Notwithstanding that we may not earn gross profits from the
        sale of products or gross licensing revenues, we have agreed to pay Cool
        Can minimum royalties of $5,000 per month beginning January 15, 2006.

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Prior to our involvement with the Cool Can Technology we were
  in the business of operating a free Internet website which provided information
  on immigration into the United States. We did not earn any revenue from the
  website and we have ceased carrying on the website business in order to concentrate
  on development of the Cool Can Technology.

PLAN OF OPERATIONS

Our plan of operations for the next twelve months will include
  the following components:

| | (1) | We plan to seek sub-licensing
        agreements to finance approximately $300,000 for the development of the
        Cool Can Technology. We plan to proceed with product development and production
        of samples of self-chilling beverage container modules. This phase of
        development will include the following elements and will take approximately
        nine months once financing is in place:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (2) | We anticipate spending approximately
        $20,000 on professional fees over the next twelve months in complying
        with our reporting obligations under the Exchange Act.                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (3) | We anticipate spending approximately
        $140,000 on general overhead expenses, including office expenses and consulting
        fees.                                                                                                                                                                                                                                                                             

Subject to our obtaining adequate financing, we anticipate
  that we will be spending approximately $460,000 over the next twelve-month period
  pursuing our stated plan of operations. Of these anticipated expenditures, we
  anticipate that $230,000 will be spent on our plan of operations over the next
  six months. Our present cash reserves are not sufficient for us to carry out
  our plan of operations without substantial additional financing. We are currently
  attempting to arrange for financing through sub-licenses that would enable us
  to proceed with our plan of operations. Other than the proposed financing with
  BIG K.G. described below, we do not have any financing arrangements in place
  and there is no assurance that we will be able to achieve sufficient financing
  to commercialize the Cool Can Technology and to earn revenues. In the event
  that we are not successful in developing or commercializing the Cool Can Technology,
  we intend to focus on the advertising and marketing campaign for our web site.

Our actual expenditures and business plan may differ from
  the one stated above. Our Board of Directors may decide not to pursue this plan.
  In addition, we may modify the plan based on available financing.

PROPOSED PRIVATE PLACEMENT OF SECURITIES

We have reached a verbal agreement with BIG K.G. (BIG),
  a German company, pursuant to which BIG will act as our agent for the purpose
  of locating European placees for a proposed private placement of 40,000,000
  units at a price of $0.025 per unit for total potential proceeds of $1,000,000
  (the Private Placement). Each unit to be issued under the proposed
  Private Placement will consist of one share in our common stock and one share
  purchase warrant entitling the warrant holder to purchase one additional share
  of our common stock at a price of $0.05 per share. BIG will receive a commission
  of $100,000 for services provided in connection with the proposed Private Placement.
  Although we have reached a verbal agreement with BIG in respect of the proposed
  Private Placement and are in the final stages of formalizing that agreement,
  there is no assurance that the proposed Private Placement will actually be completed.
  If completed, the proposed Private Placement will

---

be made pursuant to Regulation S of the Securities Act on
  the basis that the offering will be made solely to non-U.S. persons as defined
  in Regulation S.

RESULTS OF OPERATIONS

We did not earn any revenues during the quarterly period ended
  March 31, 2004. We do not anticipate earning revenues until we are successful
  completing the development and commercialization of the Cool Can Technology,
  of which there is no assurance. We are presently in the development stage and
  we can provide no assurance that we will be successful in earning revenues from
  the Cool Can Technology even if we achieve the financing necessary to develop
  this technology.

We incurred operating expenses in the amount of $24,566 for
  the quarterly period ended March 31, 2004 as compared to $34,438 for the quarterly
  period ended March 31, 2003. The largest component of our operating expenses
  were consulting services in the amount of $15,000. These consulting services
  were incurred in connection with our efforts to proceed with development of
  the Cool Can Technology and the proposed Private Placement. We anticipate our
  operating costs will increase without any corresponding increase in revenues
  if we achieve the financing necessary to proceed with the development of the
  Cool Can Technology.

We incurred a loss of $24,566 for the quarterly period ended
  March 31, 2004 compared to a loss of $34,438 for the quarterly period ended
  March 31, 2003. Our net loss was attributable entirely to our operating expenses.

LIQUIDITY AND FINANCIAL CONDITION

We had cash of nil at March 31, 2004 as compared to cash of
  $23 at December 31, 2003. At March 31, 2004 we had a working capital deficit
  of $62,663 as compared to a working capital deficit of $44,597 at December 31,
  2003.

We will require additional financing if we are not successful
  in earning revenues from the Cool Can Technology. There is no assurance that
  we will be able to obtain additional financing if and when required. We anticipate
  that any additional financing may be in the form of sales of additional shares
  of our common stock which may result in dilution to our current shareholders.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that
  have or are reasonably likely to have a current or future effect on our financial
  condition, changes in financial condition, revenues or expenses, results of
  operations, liquidity, capital expenditures or capital resources that is material
  to stockholders.

RISK FACTORS

We may not be able to continue our business as a going
  concern

We have suffered recurring losses and net cash outflows since
  our inception and we expect to continue to incur substantial losses to complete
  the development of our business.

Our ability to continue as a going concern is dependent upon
  our ability to obtain additional financing, restructure our debt, streamline
  our business and reduce our costs. We are currently in the process of identifying
  sources of additional financing, negotiating changes to our debt structure and
  evaluating our strategic options. However, there are no assurances that these
  plans can be accomplished on satisfactory terms, or at all, or that they will
  provide sufficient cash to fund our operations, pay the principal of, and interest
  on, our indebtedness, fund our other liquidity needs or permit us to refinance
  our indebtedness. Our inability to obtain additional financing, restructure
  our indebtedness, streamline our business or reduce our costs would have a material
  adverse effect on our financial condition, results of operations and ability
  to satisfy our obligations, and may result in our pursuing a restructuring of
  our indebtedness either on a consensual basis or under the provisions of bankruptcy
  legislation, or liquidating our business and operations. Further, our inability
  to obtain additional financing or restructure our indebtedness, or our pursuing
  a restructuring of our indebtedness either on a consensual basis or under the
  provisions of bankruptcy legislation, may result in our securityholders losing
  all or a material portion of their investment in our securities.

---

We require additional financing to continue our plan of
  operations

Our plan of operations calls for significant expenses in connection
  with the development of the Cool Can Technology and the InstaCool product. Our
  current operating funds are insufficient to complete our plan of operations
  which will require an estimated $460,000 to be spent over the next 12 months
  developing and marketing a prototype of the InstaCool product in order to accomplish
  our goals. As of March 31, 2004, we had no cash reserves. Therefore, we will
  need to obtain additional financing in order to complete our prototype development.
  We will also require additional financing if the costs of the Cool Can Technology
  and InstaCool product development are greater than anticipated. There is no
  assurance that actual cash requirements will not exceed our estimates. In particular,
  additional capital may be required in the event that:

we incur unexpected costs in completing the development of a prototype
      or encounter any unexpected technical or other difficulties;
    we incur delays and additional expenses as a result of technology failure;
    we are unable to create a substantial market for the InstaCool product;
      or
    we incur any significant unanticipated expenses.


The occurrence of any of the aforementioned events could adversely
  affect our ability to meet our plan of operations.

If we are unable to obtain additional financing in the amounts
  and on terms deemed acceptable to us, our business and future success may be
  adversely affected.

Our product development program may not be successful

Once we complete development of a prototype of the InstaCool
  product there is no assurance that the prototype will work as expected. In the
  event we successfully develop a prototype, there is no assurance that we will
  be able to manufacture the prototype at a reasonable cost. Even if we are able
  to manufacture the prototype at a reasonable cost, there is no assurance that
  the price of the InstaCool product will not be excessive, precluding the product
  from generating sufficient consumer or market acceptance.

If we are unable to achieve market acceptance for our products,
  we will be unable to build our business

To date, we have entered not entered into any sub-licensing
  or other agreements with respect to the Cool Can Technology licensed by us.
  Our success will depend on the acceptance of the Cool Can Technology by the
  beverage industry, as well as by related businesses and the general public.
  Achieving such acceptance will require significant research and development
  investment. The Cool Can Technology generally, and the proposed InstaCool product
  specifically, may not achieve widespread acceptance by businesses in general,
  or by major beverage suppliers, beverage manufacturers or agents thereof, which
  could limit our ability to develop and expand our business. The market for self-chilling
  beverages is relatively new and is evolving. Our ability to generate revenue
  in the future depends on the acceptance by both our customers and beverage manufacturers
  in general. The adoption of the Cool Can Technology could be hindered by the
  perceived costs of this new technology to consumers and beverage brand owners.
  Accordingly, in order to achieve commercial acceptance, we will have to educate
  prospective customers, including large, established beverage manufacturers,
  about the uses and benefits of the Cool Can Technology. If these efforts fail,
  or if the Cool Can Technology does not achieve commercial acceptance, our business
  could be harmed.

We have a limited operating history

We have a relatively short operating history and we are involved
  in a rapidly evolving and unpredictable industry. As of March 31, 2004 we had
  a working capital deficit of $62,663. We will need to generate significant revenues
  to achieve profitability, which may not occur. We expect operating expenses
  to increase as a result of the further implementation of our business plan.
  Even if we achieve profitability, we may be unable to sustain or increase profitability
  on a quarterly or annual basis in the future. It is possible that we will never
  achieve profitability.

---

ITEM 3.            CONTROLS
  AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we carried
  out an evaluation of the effectiveness of the design and operation of our disclosure
  controls and procedures as of March 31, 2004, being the date of our most recently
  completed fiscal quarter. This evaluation was carried out under the supervision
  and with the participation of our Chief Executive Officer, Mr. David Lam and
  Chief Financial Officer, Mr. John Boschert. Based upon that evaluation, our
  Chief Executive Officer and Chief Financial Officer concluded that our disclosure
  controls and procedures are effective in timely alerting management to material
  information relating to us required to be included in our periodic SEC filings.
  There have been no significant changes in our internal controls or in other
  factors that could significantly affect internal controls subsequent to the
  date we carried out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

During our most recently completed fiscal quarter ended March
  31, 2004, there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

| | (1) | Pertain to the maintenance of records
        that in reasonable detail accurately and fairly reflect the transactions
        and dispositions of the assets of the registrant;                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | (2) | Provide reasonable assurance that transactions
        are recorded as necessary to permit preparation of financial statements
        in accordance with generally accepted accounting principles, and that
        receipts and expenditures of the registrant are being made only in accordance
        with authorizations of management and directors of the registrant; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | (3) | Provide reasonable assurance regarding
        prevention or timely detection of unauthorized acquisition, use or disposition
        of the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

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PART II--OTHER INFORMATION

ITEM 1.            
  LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings and,
  to our knowledge, no such proceedings are threatened or contemplated.

ITEM 2.            CHANGES
  IN SECURITIES AND USE OF PROCEEDS.

Subsequent to the end of our fiscal quarter ended March 31,
  2004, we issued 5,000,000 shares of our common stock to Cool Can as partial
  consideration for the rights granted to us under the License Agreement. The
  issuance of these shares of our common stock were issued in reliance of the
  exemption to registration contained in Section 4(2) of the Securities Act.

ITEM 3.            DEFAULTS
  UPON SENIOR SECURITIES.

None.

ITEM 4.            SUBMISSION
  OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.            OTHER
  INFORMATION.

None.

ITEM 6.            EXHIBITS
  AND REPORTS ON FORM 8-K.

(a) Exhibits And Index of Exhibits Required By Item 601
  of Regulation S-B.

|Exhibit Number |  | Description of Exhibit                                                                                                                                               
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                      
|3.1            |  | Articles of Incorporation
        (1)                                                                                                                                
|               |  |                                                                                                                                                                      
|3.2            |  | Bylaws (1)                                                                                                                                                           
|               |  |                                                                                                                                                                      
|10.1           |  | Exclusive License Agreement
        with Cool Can Technologies, Inc.(2)                                                                                              
|               |  |                                                                                                                                                                      
|31.1           |  | Certification
        of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002(3)                                                
|               |  |                                                                                                                                                                      
|31.2           |  | Certification
        of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002(3)                                                
|               |  |                                                                                                                                                                      
|32.1           |  | Certification
        of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
|               |  |                                                                                                                                                                      
|32.2           |  | Certification
        of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

|    |                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------
|(1) | Previously Filed as an Exhibit to our Form SB-2 registration
      statement originally filed with the SEC on March 30, 2000.
|    |                                                                                                                              
|(2) | Previously Filed as an Exhibit to our Current Report on Form
      8-K filed on January 9, 2004.                             
|    |                                                                                                                              
|(3) | Filed as an Exhibit to this Quarterly Report on Form 10-QSB                                                                  
|    |                                                                                                                              

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(b)	Current Reports On Form 8-K.

The following Current Report on Form 8-K has been filed during our fiscal quarter ended March 31, 2004:

|Date of Filing Form 8-K |  | Description of Form 8-K                                     
|----------------------- |  | ------------------------------------------------------------
|                        |  |                                                             
|January 9, 2004         |  | Exclusive License Agreement with Cool Can Technologies, Inc.

We have not filed any Current Reports on Form 8-K since March 31, 2004.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

BALSAM VENTURES, INC.

|By: | /s/ David Lam              | 
|--- | -------------------------- | 
|    | David Lam                  | 
|    | President, Chief Executive | 
|    | Officer and Director       | 
|    | Date:        May 21, 2004  | 

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