U. S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-QSB/A

(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter 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 No. 0-23920



MPAC Corporation

(Name of Small Business Issuer in its Charter)

Nevada

91-2084507

(State or Other Jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No)

320 - 1100 Melville Street
Vancouver, British Columbia
Canada V6E 4A6

(Address of Principal Executive Offices)

(604) 688-3931

Issuer's Telephone Number



(Former Name or Former Address, 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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|(1) | Yes |  | X |  | No |  |  | (2) | Yes |  | X |  | No |  | 
|--- | --- |  | - |  | -- |  |  | --- | --- |  | - |  | -- |  | 

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Not applicable

(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: March 31, 2004

Common  19,164,518 shares



DOCUMENTS INCORPORATED BY REFERENCE

A description of any "Documents Incorporated by Reference" is contained in Item 6 of this Report.

|Transitional Small Business Issuer Format | Yes |  |  |  | No |  | X
|----------------------------------------- | --- |  |  |  | -- |  | -



INDEX

Part I - Financial Information

Item 1.

Financial Statements



Balance Sheets



Statements of Operations



Statements of Cash Flows



Schedule of Expenses



Notes to the Financial Statements



Item 2.

Management's Discussion and Analysis or Plan of Operation



PART II - Other Information



SIGNATURES







PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.

The Financial Statements of the Company required to be filed with this 10-QSB Quarterly Report were prepared by management and commence on the following page, together with related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Company.





MPAC RESOURCES CORPORATION

(formerly MPAC Corporation)

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2004

(Stated in US Dollars)

(Unaudited)





MPAC RESOURCES CORPORATION

(formerly MPAC Corporation)

(A Development Stage Company)

INTERIM CONSOLIDATED BALANCE SHEETS

March 31, 2004 and September 30, 2003

(Stated in US Dollars)

(Unaudited)





|                                                                          | March 31,    | September 30,
|------------------------------------------------------------------------- | ------------ | -------------
|ASSETS                                                                    | 2004         | 2003         
|Current                                                                   |              |              
|Cash and cash equivalents                                                 | $
11,855     | $
19,383     
|Accounts receivable                                                       | 412          | 2,035        
|                                                                          |              |              
|                                                                          | $
12,267     | $
21,418     
|                                                                          |              |              
|LIABILITIES                                                              
|Current                                                                   |              |              
|Accounts payable and accrued liabilities                                  | $
324,652    | $
285,860    
|Loans payable                                                             | -            | 388,218      
|Demand loans                                                              | 171,237      | 145,514      
|                                                                          |              |              
|                                                                          | 495,889      | 819,592      
|                                                                          |              |              
|STOCKHOLDERS DEFICIENCY                                                 
|Common stock  Notes 3 and 6                                              |              |              
|100,000,000 of authorized shares with no par value:                       |              |              
|19,164,518 shares issued and outstanding (September 30,
2003:  8,291,518) | 459,961      | 8,291        
|Additional paid-in capital                                                | 1,241,484    | 605,854      
|Shares allotted                                                           | -            | 4,370        
|Deficit accumulated during the development stage                          | (
822,750)   | (
137,347)   
|Accumulated other comprehensive loss                                      | (
100,382)   | (
17,407)    
|Accumulated deficit                                                       | (
1,261,935) | (
1,261,935) 
|                                                                          |              |              
|                                                                          | (
483,622)   | (
798,174)   
|                                                                          |              |              
|                                                                          | $
12,267     | $
21,418     
|                                                                          |              |              





SEE ACCOMPANYING NOTES



MPAC RESOURCES CORPORATION

(formerly MPAC Corporation)

(A Development Stage Company)

INTERIM CONSOLIDATED STATEMENTS OF LOSS

for the three and six months ended March 31, 2004 and 2003

and October 1, 2002 (Date of Inception of Development Stage) to March 31, 2004

(Stated in US Dollars)

(Unaudited)

|                                              |                    |                  |             |              | October 1,   
|--------------------------------------------- | ------------------ | ---------------- | ----------- | ------------ | -------------
|                                              |                    |                  |             |              | 2002 (Date of
|                                              |                    |                  |             |              | Inception of 
|                                              |                    |                  |             |              | Development  
|                                              | Three months ended | Six months ended | Stage) to  
|                                              | March 31,          | March 31,        | March 31,  
|                                              | 2004               | 2003             | 2004        | 2003         | 2004         
|Other Income                                  |                    |                  |             |              |              
|Interest income                               | $
-                | $
-              | $
-         | $
1,362      | $
1,362      
|Other income                                  | -                  | -                | -           | -            | 2,830        
|                                              |                    |                  |             |              |              
|                                              | -                  | -                | -           | 1,362        | 4,192        
|                                              |                    |                  |             |              |              
|Expenses                                      |                    |                  |             |              |              
|Accounting and audit                          | 5,284              | -                | 5,284       | -            | 38,728       
|Automobile                                    | 222                | -                | 222         | -            | 222          
|Consulting fees                               | 18,241             | 13,458           | 18,241      | 13,458       | 18,454       
|Equipment rental                              | -                  | -                | -           | -            | 649          
|General and administrative                    | 561                | 1,816            | 623         | 9,343        | 8,204        
|Interest and bank charges                     | -                  | 189              | 478         | 611          | 1,127        
|Interest on long-term debt                    | 3,315              | 2,897            | 6,640       | 5,685        | 26,855       
|Legal                                         | -                  | 4,017            | -           | 12,495       | 19,825       
|Management fees                               | 368                | 4,758            | 17,320      | 22,885       | 62,244       
|Rent and property taxes                       | -                  | 2,212            | -           | 4,518        | 7,316        
|Telephone and utilities                       | -                  | 151              | -           | 228          | 227          
|Transfer agent fees                           | 608                | -                | 608         | -            | 3,767        
|Travel                                        | 357                | -                | 357         | 2,971        | 3,328        
|Wages                                         | -                  | -                | -           | 366          | 366          
|                                              |                    |                  |             |              |              
|                                              | 28,956             | 29,498           | 49,773      | 72,560       | 191,312      
|                                              |                    |                  |             |              |              
|Loss from continuing operations               | (
28,956)          | (
29,498)        | (
49,773)   | (
71,198)    | (
187,120)   
|Loss from discontinued
operations             | (
635,630)         | -                | (
635,630)  | -            | (
635,630)   
|                                              |                    |                  |             |              |              
|Net loss for the period                       | (
664,586)         | (
29,498)        | (
685,403)  | (
71,198)    | (
822,750)   
|Other comprehensive loss                      |                    |                  |             |              |              
|Foreign currency adjustment                   | (
84,479)          | (
8,320)         | (
82,977)   | (
8,674)     | (
100,382)   
|                                              |                    |                  |             |              |              
|$
(
749,065)                                  | $
(
37,818)        | $
(
768,380)     | $
(
79,872) | $
(
923,132) |              
|                                              |                    |                  |             |              |              
|Basic and diluted loss per share              | $
(
0.08)          | $
(
0.00)        | $
(
0.08)   | $
(
0.01)    |              
|                                              |                    |                  |             |              |              
|Weighted average number of
shares outstanding | 9,431,044          | 8,291,518        | 9,431,044   | 8,291,518    |              
|                                              |                    |                  |             |              |              



SEE ACCOMPANYING NOTES



MPAC RESOURCES CORPORATION

(formerly MPAC Corporation)

(A Development Stage Company)

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

for the three and six months ended March 31, 2004 and 2003

and October 1, 2002 (Date of Inception of Development Stage) to March 31 2004

(Stated in US Dollars)

(Unaudited)





|                                                             |                    |                  |              |             | October 1,   
|------------------------------------------------------------ | ------------------ | ---------------- | ------------ | ----------- | -------------
|                                                             |                    |                  |              |             | 2002 (Date of
|                                                             |                    |                  |              |             | Inception of 
|                                                             |                    |                  |              |             | Development  
|                                                             | Three months ended | Six months ended | Stage) to   
|                                                             | March 31,          | March 31,        | March 31,   
|                                                             | 2004               | 2003             | 2004         | 2003        | 2004         
|Operating Activities                                         |                    |                  |              |             |              
|Comprehensive loss for the period
from continuing operations | $
(
113,435)       | $
(
37,818)      | $
(
132,750) | $
(
79,872) | $
(
272,772) 
|Items not including cash:                                    |                    |                  |              |             |              
|Investment tax credits                                       | -                  | -                | -            | 86,920      | 86,920       
|Reduction in carrying value of
capital assets                | -                  | -                | -            | -           | 4            
|Foreign exchange                                             | 60,442             | 2,897            | 59,084       | 5,685       | 37,135       
|Changes in non-cash working capital
balances consist of:     |                    |                  |              |             |              
|Decrease in accounts receivable                              | -                  | 6,373            | 1,623        | 6,153       | 6,264        
|Decrease (increase) in prepaid
expenses and deposits         | -                  | (
42)            | -            | (
45)       | 565          
|Decrease in accounts payable and
accrued liabilities         | 21,848             | 36,619           | 38,792       | 6,055       | 99,634       
|                                                             |                    |                  |              |             |              
|Net cash provided by (used in)
operating activities          | (
31,145)          | 8,029            | (
33,251)    | 24,896      | (
42,250)    
|                                                             |                    |                  |              |             |              
|Financing Activities                                         |                    |                  |              |             |              
|Loans payable repayments                                     | -                  | (
6,702)         | -            | (
44,599)   | (
35,802)    
|Increase in demand loans                                     | 23,296             | -                | 25,723       | -           | 46,138       
|                                                             |                    |                  |              |             |              
|Net cash provided by (used in)
financing activities          | 23,296             | (
6,702)         | 25,723       | (
44,599)   | 10,336       
|                                                             |                    |                  |              |             |              
|Decrease (increase) in cash and cash
equivalents             | (
7,849)           | 1,327            | (
7,528)     | (
19,703)   | (
31,914)    
|                                                             |                    |                  |              |             |              
|Cash and cash equivalents, beginning
of period               | 19,704             | 22,739           | 19,383       | 43,769      | 43,769       
|                                                             |                    |                  |              |             |              
|Cash and cash equivalents, end of
period                     | $
11,855           | $
24,066         | $
11,855     | $
24,066    | $
11,855     
|                                                             |                    |                  |              |             |              

MPAC RESOURCES CORPORATION

Continued

(formerly MPAC Corporation)

(A Development Stage Company)

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

for the three and six months ended March 31, 2004 and 2003

and October 1, 2002 (Date of Inception of Development Stage) to March 31, 2004

(Stated in US Dollars)

(Unaudited)





|                                                  |                    |                  |      |      | 
|------------------------------------------------- | ------------------ | ---------------- | ---- | ---- | 
|                                                  |                    |                  |      |      | 
|                                                  |                    |                  |      |      | 
|                                                  |                    |                  |      |      | 
|                                                  | Three months ended | Six months ended |     
|                                                  | March 31,          | March 31,        |     
|                                                  | 2004               | 2003             | 2004 | 2003 | 
|Supplemental disclosure of cash flow
information: |                    |                  |      |      | 
|Cash paid for:                                    |                    |                  |      |      | 
|Interest                                          | $
-                | $
-              | $
-  | $
-  | 
|                                                  |                    |                  |      |      | 
|Income taxes                                      | $                  | $
-              | $
-  | $
-  | 
|                                                  |                    |                  |      |      | 

Non-cash Transactions  Note 7





MPAC RESOURCES CORPORATION

(formerly MPAC Corporation)

(A Development Stage Company)

INTERIM CONSOLIDATED STATEMENT OF SHAREHOLDERS DEFICIENCY

for the year ended September 30, 2003 and for the six month period ended March 31, 2004

(Stated in US Dollars)

(Unaudited)





|                                                             |              |           |             |             | Deficit       |              |                |             
|------------------------------------------------------------ | ------------ | --------- | ----------- | ----------- | ------------- | ------------ | -------------- | ------------
|                                                             |              |           |             |             | Accumulated   | Accumulated  |                |             
|                                                             |              |           | Additional  |             | During the    | Other        |                |             
|                                                             | Common Stock | Paid-in   | Shares      | Development | Comprehensive | Accumulated  |               
|                                                             | Shares       | Amount    | Capital     | Allotted    | Stage         | Loss         | Deficit        | Total       
|Balance,
September 30, 2002                                  | 8,291,518    | $
8,291   | $
605,854   | $
4,370     | $
-           | $
-          | $
(
1,261,935) | $
(
643,420)
|Net loss for the year ended
September 30, 2003               | -            | -         | -           | -           | (
137,347)    | (
17,407)    | -              | (
154,754)  
|                                                             |              |           |             |             |               |              |                |             
|Balance,
September 30, 2003                                  | 8,291,518    | 8,291     | 605,854     | 4,370       | (
137,347)    | (
17,407)    | (
1,261,935)   | (
798,174)  
|Pursuant to debt settlement
agreements                       | 4,473,000    | 447,300   | -           | -           | -             | -            | -              | 447,300     
|Pursuant to an acquisition
agreement  Note 3                | 6,400,000    | 4,120     | 635,630     | (
4,120)    | -             | -            | -              | 635,630     
|Net loss for the period
ended March 31, 2004                 | -            | -         | -           | -           | (
685,403)    | -            | -              | (
685,403)  
|Other comprehensive
loss for the period
ended March 31, 2004 | -            | -         | -           | -           | -             | (
82,975)    | -              | (
82,975)   
|                                                             |              |           |             |             |               |              |                |             
|Balance, March 31, 2004                                      | 19,164,518   | $
459,711 | $
1,241,484 | $
250       | $
(
822,750)  | $
(
100,382) | $
(
1,261,935) | $
(
483,622)
|                                                             |              |           |             |             |               |              |                |             



MPAC RESOURCES CORPORATION

(formerly MPAC Corporation)

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2004

(Stated in US Dollars)

(Unaudited)





Note 1

Interim Reporting



While the information presented in the accompanying interim six months consolidated financial statements is unaudited, it includes all adjustment which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented.  These interim financial statements follow the same accounting policies and methods of their application as the Companys September 30, 2003 annual financial statements.  All adjustments are of a normal recurring nature.  It is suggested that these interim financial statements be read in conjunction with the Companys September 30, 2003 annual financial statements.



On April 21, 2004, the Company changed its name from MPAC Corporation to MPAC Resources Corporation.



Note 2

Operations and Going Concern



These financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business.  As at March 31, 2004, the Company has a working capital deficiency of  $483,622 and has accumulated losses of $923,132 since inception of the development stage.  The Companys ability to continue as a going concern is dependent upon obtaining the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.



Note 3

Common Stock



i)

Authorized:

100,000,000 common shares without par value



ii)

Commitments:

Stock-based Compensation Plan

The Company has granted employees and directors common stock purchase options. These options are granted with an exercise price equal to the market price of the Companys stock on the date of the grant.







Note 3

Common Stock  (contd)



iii)

Commitments:  (contd)

Stock-based Compensation Plan  (contd)

A summary of the status of the stock option plan as of March 31, 2004 and 2003 and changes during the periods then ended is presented below:

|                                   | March 31, 2004 |          | March 31, 2003
|---------------------------------- | -------------- | -------- | --------------
|                                   |                | Weighted |               
|                                   |                | Average  |               
|                                   |                | Exercise |               
|                                   | Shares         | Price    |               
|Outstanding at beginning of
period | -              | -        |               
|Granted                            | 3,050,000      | $0.10    |               
|                                   |                |          |               
|Options outstanding end of period  | 3,050,000      | $0.10    |               
|                                   |                |          |               



The 3,050,000 common stock purchase options are exercisable at $0.10 per share and have an expiry date of March 12, 2009.



The compensation charge associated with directors options in the amount of $492,880 is not recognized in the financial statements, but included in the pro-forma amounts below.  These compensation charges have been determined under the fair value method, using the Black-Scholes option pricing model with the following assumptions:



Weighted average fair value of options granted

$0.16

Expected dividend yield

0.0%

Expected volatility

120.4%

Risk-free interest rate

3.75%

Expected term in years

1.0







Note 3

Common Stock  (contd)



iii)

Commitments:  (contd)

Stock-based Compensation Plan  (contd)

Had the fair value method been used for those options issued to directors, the Companys net loss and loss per share would have been adjusted to the pro-forma amounts indicated below:



|                                             | Six months ended
|-------------------------------------------- | ----------------
|                                             | March 31, 2004  
|Net loss
As reported                         | $
(
685,403)    
|Pro-forma                                    | $
(
1,178,283)  
|Basic and diluted loss per share
As reported | $
(
0.01)       
|Pro-forma                                    | $
(
0.12)       



Note 4

Contingencies and Commitments



Contingencies

The company entered into a premises lease agreement with Finnie Holdings Ltd. ("Finnie") on March 1, 2000, pursuant to which the company will be required to pay $31,676 to Finnie if it does not comply with all the covenants, conditions and obligations of the lease. Finnie will waive payment of the $31,676 at the end of the lease if the company complies with all the covenants, conditions and obligations of the lease. The initial lease term was for one year and the lease is renewable on a year to year basis until February 28, 2010. The company did not maintain all its obligations under the lease throughout 2002 and Finnie seized the company's capital assets in November 2002. The Company has offered not to contest the seizure of the assets in exchange for the termination of its obligations under the lease.



Orders to cease operations for environmental contamination were issued in 2001 for the premises the company operates from by Alberta Environment and the Town of Crossfield. The Alberta Environment order related to the operations of a previous tenant and it was expected that all costs relating to remedial work will be borne by Finnie. The order from the Town of Crossfield related to the company's operations.



The remedial work was completed prior to the year ended September 30, 2003 but the required documentation and inspections have not been completed.







Note 4

Contingencies and Commitments



Commitments

On May 5, 2000, the Company allotted 250,000 common shares to be issued as a finder's fee related to the acquisition of Micron Milling and Packing Company Ltd..  These common shares will be issued when the shareholders of 805332 Alberta Ltd. (805332) exercise their conversion rights and have been valued on the same basis as the 805332 conversion right, at nominal value.



On October 4, 2000, 70,000 common shares were allotted for the future issue to a financing consultant in conjunction with services rendered.  These common shares are valued on the basis of the fair value of the consulting work and cash consideration received by the Company for common shares at the time agreement for the services was reached and were issued when the services were completed.



On February 16, 2004, the Company entered into two consulting agreements with directors of the Company for consulting services at a total of $8,000 per month for a term of two years.  The directors were granted stock options to purchase 1,050,000 common shares at $0.10 per share.  These options expire on March 12, 2009.



On March 1, 2004, the Company entered into a consulting agreement with a director of the Company for consulting services at $7,500 per month for a term of two years.  This director was granted stock options to purchase 2,000,000 common shares at $0.10 per share.  These options expire on March 12, 2009.



Note 5

Discontinued Operations



During the six month period ended March 31, 2004, the Company indicated its intention to dispose of its inactive wholly-owned subsidiary, Micron Milling and Packaging Company Ltd.(Micron). On May 10, 2004, the Company sold its 100% interest to a director of the Company for $1. The Company has shown costs related to Micron as discontinued operations, including the issuance of 6,400,000 common shares at $0.10 per share, such shares having previously been allotted.



Note 6

Subsequent Events  Note 5



Subsequent to March 31, 2004, the Company indicated its intention to complete a private placement by issuing 1,000,000 common shares at $0.10 per share for proceeds of $100,000.







Note 7

Non-cash Transactions



Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows.



During the six months ended March 31, 2004:



–

The Company issued 4,473,000 common shares at $0.10 per share to settle long-term debt totalling $447,300.

–

The Company issued 6,400,000 common shares at $0.10 per share pursuant to the former shareholders of 805332 Alberta Ltd. converting their shares to that of the Company. The amount added to share capital is net of the nominal amount previously recorded.



Note 8

Comparative Figures



Certain of the comparative figures have been reclassified to conform with the presentation adopted for the current period.







Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This report contains forward-looking statements. The words, "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "could", "may", "foresee", and similar expressions are intended to identify forward-looking statements. The following discussion and analysis should be read in conjunction with the Company's Financial Statements and other financial information included elsewhere in this report which contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below, as well as those discussed elsewhere in this report.

Overview

We were incorporated under the laws of the State of Nevada on July 18, 1998 for the purpose of raising capital to acquire a processing plant and machinery necessary to undertake production of sulfur-based plant nutrient fertilizers and fungicides. Our subsidiary, Micron, was incorporated under the laws of Alberta on August 20, 1998. Subsequent to the end of the Quarter ending March 31, 2004 the company disclosed in an 8-K filing the refocusing of its efforts into the mining resource sector. Shortly thereafter and pursuant to that change of focus, the company disclosed in another 8-K filing an agreement dated May 10, 2004 to sell a 100% interest in our wholly owned subsidiary, Micron Milling & Packaging Company Ltd. ("Micron).

In a development stage company, management devotes most of its activities to establishing a new business. Planned principal activities have not yet produced significant revenues and the Company has suffered recurring operating losses as is normal in development stage companies. As at March 31, 2004, the Company has a working capital deficiency of  $483,622 and has accumulated losses of $2,185,067 since inception of the development stage. These factors raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to emerge from the development stage with respect to its planned principal business activity is dependent upon its successful efforts to raise additional equity financing, receive funding from related parties and controlling shareholders, and develop a market for its products.

Progress Report from January 1, 2004 to March 31, 2004

Due to the decision to discontinue product sales in Micron there were no sales during the Quarter ending March 31, 2004.

Results of operations for the three months ended March 31, 2004 ("2004") compared to the three months ended March 31, 2003 ("2003").





Sales revenues for the three months and six months ended March 31, 2004 were nil as were sales for the three months and six months ended March 31, 2003. Expenses for the three months ended March 31, 2004 were $28,956compared to expenses of $29,498 for the three months ended March 31, 2003. For the six months ended March 31, 2004 expenses before discontinued operations were $49,733 compared with expenses of $71,198 for the six months ended March 31, 2003.The decrease resulted from general inactivity of the Company during this six month period other than administration of the Company.

Net loss for the three months ended March 31, 2004 were $664,586, including discontinued operations of $635,630 compared to a net loss of $29,498 for the three months ended March 31, 2003. For the six months ended March 31, 2004 loss was  $685,403 including discontinued operations of $635,630 compared with losses of $71,198 for the six months ended March 31, 2003. This increase in the loss relates to the above-mentioned discontinued operations.

Cash and cash equivalents at March 31, 2004 totaled $11,855 as compared with the cash and cash equivalents of $24,066 at March 31, 2003. No inventory was held at March 31, 2004.

For the three months ended March 31, 2004, there were no capital expenditures. Total liabilities at March 31, 2004 were $495,889 compared to $837,605 at March 31, 2003. The increase is mostly due to interest on certain long-term liabilities and accrued management and consulting fees. The company is currently seeking to reduce the outstanding liabilities and is in negotiations with lenders.

To date, we have not invested in derivative securities or any other financial instruments that involve a high level of complexity or risk. We expect that in the future, any excess cash will continue to be invested in high credit quality, interest-bearing securities. We believe cash from operating activities, and our existing cash resources may not be sufficient to meet our working capital requirements for the next 12 months. We will likely require additional funds to support the development and marketing of our product. There can be no assurance that additional financing will be available on acceptable terms, if at all. If adequate funds are not available, we may be unable to develop or enhance our products, take advantage of future opportunities, respond to competitive pressures, and may have to curtail operations. There are no legal or practical restrictions on the ability to transfer funds between parent and subsidiary companies.

We do not have any material commitments for capital expenditures as of March 31, 2004.

Critical Accounting Policies:

The Company's discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the estimated recoverable amount of investment tax credits, trade accounts receivable, and deferred tax assets. The Company believes the following critical accounting policies require its more significant judgment and estimates used in the preparation of the consolidated financial statements.

Income taxes are accounted for under the asset and liability method. Under this method, to the extent that it is not more likely than not that a deferred tax asset will be recovered, a valuation allowance is provided. In making this determination, the Company considers estimated future taxable income and taxable timing differences expected to reverse in the future. Actual results may differ from those estimates.

Item 3.

Controls and Procedures

(a)

Evaluation of disclosure controls and procedures. Based on the evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a date within 90 days of the filing date of this Quarterly Report on Form 10-QSB, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.

(b)

Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation.



PART II

Other Information

Item 1.

Legal Proceedings

None

Item 2.

Changes in Securities

None

Item 3.

Defaults upon Senior Securities

None

Item 4.

Submissions of Matters to a Vote of Security Holders

None.

Item 5.

Other Information

None

Item 6.

Exhibits and Reports on Form 8K

(a) Exhibits

99.1

Certification of Peter Guest, Chief Executive Officer (Principal Executive Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2

Certification of Michael Laidlaw, Director (Principal Financial Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Reports on Form 8-K

On March 15, 2004 an 8-K was filed disclosing an appointment to the Board of Directors as well as the resignation of a Directors. Additionally the 8-K disclosed the granting of stock options to certain Officers and Directors.



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.

Dated: May 20, 2004

MPAC Corporation



By:

/s/ Peter Guest

Peter Guest, Chief Executive Officer

(Principal Executive Officer)

By:

/s/ Michael Laidlaw

Michael Laidlaw, Director

(Principal Financial Officer)







EXHIBIT 99.1

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

I, Peter Guest, certify that:

1.

I have reviewed this quarterly report on Form 10-QSB of MPAC Corporation;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 20, 2004

/s/ Peter Guest

Peter Guest

Chief Executive Officer

CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER

I, Michael Laidlaw, certify that:

1.

I have reviewed this quarterly report on Form 10-QSB of MPAC Corporation:

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 20, 2004

/s/ Michael Laidlaw

Michael Laidlaw

Chief Financial Officer



EXHIBIT 99.2



CERTICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Quarterly Report of MPAC Corporation (the "Company") on Form 10-QSB for the period ending March  31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Peter Guest, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

I have reviewed the Report;

based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Report; and

based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in the Report.

/s/ Peter Guest

Peter Guest

Chief Executive Officer

Date: May 20, 2004









CERTICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Quarterly Report of MPAC Corporation (the "Company") on Form 10-QSB for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Laidlaw, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

I have reviewed the Report;

based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Report; and

based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in the Report.





/s/ Michael Laidlaw

Michael Laidlaw

Chief Financial Officer

Date: May 20, 2004