United States Securities and Exchange Commission 
  Washington, D.C. 20549

Form 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934 
  For the quarterly period ended June 30, 2002

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
  EXCHANGE ACT
  For the transition period from _________ to __________________

Commission File Number: 000-23920

MPAC CORPORATION
  (Name of Small Business Issuer in its charter)

|Nevada                          | 91-2084507                
|------------------------------- | --------------------------
|(state or other jurisdiction of | (I.R.S. Employer I.D. No.)
|incorporation or organization)  |                           

1302 Arbutus Street, Vancouver, British Columbia, Canada
  V6J 3W8 
  (Address of principal executive offices)

(604) 327-9446
  
  Issuers telephone number

Suite 333, 3838 Camino Del Rio North, San Diego, CA 92108 
  Former name, former address, and former fiscal year, if changed since last report

Check whether the registrant (1) filed all reports required to be filed by
  sections 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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required to be
  filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
  of securities under a plan confirmed by a court. 
  YES [ ]    NO [ ] N/A

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 December 31, 2002, the registrants outstanding common stock consisted of 8,291,518 shares.

Transitional Small Business Disclosure Format (Check one): YES [ ] NO [X]

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MPAC CORPORATION

INDEX TO FORM 10QSB

|PART I  FINANCIAL INFORMATION
|------------------------------
|                              
|Item 1.                       
|                              
|Item 2.                       
|                              
|                              
|Item 3.                       
|                              
|PART II  OTHER INFORMATION   
|                              
|Item 1.                       
|                              
|Item 2.                       
|                              
|Item 3.                       
|                              
|Item 4.                       
|                              
|                              
|Item 5.                       
|                              
|Item 6.                       
|                              
|SIGNATURES                    
|                              
|CERTIFICATION                 
|                              
|EXHIBITS                      

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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 CORPORATION 
  (A Development Stage Company)

Interim Financial Statements

Three and Nine months ended June 30, 2002 and 2001

(Unaudited  Prepared by Management)





---

MPAC CORPORATION

Consolidated Balance Sheet 
  June 30, 2002 
  (Expressed in U.S. Dollars) 
  (Unaudited  See Notice to Reader)

|                                                           | 2002       |         | 2001     |  
|---------------------------------------------------------- | ---------- | ------- | -------- | -
|                                                           |            |         |          |  
|ASSETS                                                     |            |         |          |  
|Current                                                    |            |         |          |  
|Cash and cash equivalents                                  | $          | 80,000  |          | $
|Accounts receivable                                        |            | 139,043 |          |  
|Investment tax credits receivable                          |            | 45,076  |          |  
|Inventory                                                  |            | -       |          |  
|Prepaid expenses and deposits (Note 2)                     |            | 52,667  |          |  
|                                                           |            |         |          |  
|                                                           |            |         |          |  
|                                                           |            | 316,786 |          |  
|Capital Assets(Note 3)                                     |            | 4       |          |  
|                                                           |            |         |          |  
|                                                           |            |         |          |  
|                                                           | $          | 316,790 |          | $
|                                                           |            |         |          |  
|                                                           |            |         |          |  
|LIABILITIES                                                |            |         |          |  
|Current                                                    |            |         |          |  
|Accounts payable and accrued liabilities
      (Note 4)    | $          | 198,170 |          | $
|Current portion of capital lease obligation
      (Note 5) |            | 6,215   |          |  
|Current portion of long-term debt (Note
      6)           |            | 2,934   |          |  
|Demand loans (Note 7)                                      |            | 122,301 |          |  
|                                                           |            |         |          |  
|                                                           |            |         |          |  
|                                                           |            | 329,620 |          |  
|Capital Lease Obligation(Note 5)                           |            | 3,908   |          |  
|Long-Term Debt(Note 6)                                     |            | 412,820 |          |  
|                                                           |            |         |          |  
|                                                           |            |         |          |  
|                                                           |            | 746,348 |          |  
|                                                           |            |         |          |  
|                                                           |            |         |          |  
|CAPITAL DEFICIENCY                                         |            |         |          |  
|Share Capital(Note 8)                                      |            | 618,515 |          |  
|Deficit                                                    | (1,048,073 | )       | (802,725 | )
|                                                           |            |         |          |  
|                                                           |            |         |          |  
|                                                           | (429,558   | )       | (284,210 | )
|                                                           |            |         |          |  
|                                                           |            |         |          |  
|                                                           | $          | 316,790 |          | $
|                                                           |            |         |          |  

APPROVED BY THE BOARD

/s/ Adam Smith_________________________ Director

/s/ Michael Laidlaw______________________ Director

---

MPAC CORPORATION Consolidated Statement of Loss and Deficit 
  (Expressed in U.S. Dollars) 
  (Unaudited  See Notice to Reader)

|                                  |  | Three Months Ended |            | Nine Months Ended |  
|--------------------------------- |  | ------------------ | ---------- | ----------------- | -
|                                  |  |                    | June 30    |                   |  
|                                  |  |                    | 2002       |                   |  
|                                  |  |                    |            |                   |  
|SALES OF PRODUCT                  |  | $                  | 364,175    |                   | $
|COST OF GOODS SOLD                |  |                    | 176,123    |                   |  
|                                  |  |                    |            |                   |  
|GROSS PROFIT                      |  |                    | 188,052    |                   |  
|                                  |  |                    |            |                   |  
|                                  |  |                    |            |                   |  
|OTHER INCOME                      |  |                    |            |                   |  
|Interest income                   |  |                    | -          |                   |  
|Other income                      |  |                    | -          |                   |  
|                                  |  |                    |            |                   |  
|                                  |  |                    |            |                   |  
|                                  |  |                    | -          |                   |  
|                                  |  |                    |            |                   |  
|EXPENSES                          |  |                    |            |                   |  
|Accounting                        |  |                    | -          |                   |  
|Amortization                      |  |                    | 7,761      |                   |  
|Automobile                        |  |                    | -          |                   |  
|Consulting fees                   |  |                    | -          |                   |  
|Courier                           |  |                    | 80,485     |                   |  
|Equipment rental                  |  |                    | -          |                   |  
|Foreign exchange                  |  |                    | 3,899      |                   |  
|General and administrative        |  |                    | 906        |                   |  
|Insurance                         |  |                    | 2,382      |                   |  
|Interest and bank charges         |  |                    | 561        |                   |  
|Interest on long-term
      debt  |  |                    | 2,815      |                   |  
|Legal                             |  |                    | 5,925      |                   |  
|Management fee                    |  |                    | 7,588      |                   |  
|Meals and entertainment           |  |                    | 55         |                   |  
|Professional fees                 |  |                    | 47,156     |                   |  
|Rent and property taxes           |  |                    | 1,956      |                   |  
|Repairs and maintenance           |  |                    | -          |                   |  
|Supplies and tools                |  |                    | -          |                   |  
|Telephone and utilities           |  |                    | 959        |                   |  
|Transfer agent                    |  |                    | (515       | )                 |  
|Travel                            |  |                    | -          |                   |  
|Wages                             |  |                    | 714        |                   |  
|                                  |  |                    |            |                   |  
|                                  |  |                    |            |                   |  
|                                  |  |                    | 162,647    |                   |  
|                                  |  |                    |            |                   |  
|OPERATING INCOME (LOSS)           |  |                    | 25,405     |                   |  
|REDUCTION IN CARRYING VALUE OF    |  |                    |            |                   |  
|CAPITAL ASSETS (Note 3)           |  |                    | (127,866   | )                 |  
|                                  |  |                    |            |                   |  
|                                  |  |                    |            |                   |  
|NET LOSS                          |  |                    | (102,461   | )                 |  
|DEFICIT, Beginning of Period      |  |                    | (945,612   | )                 |  
|                                  |  |                    |            |                   |  
|                                  |  |                    |            |                   |  
|DEFICIT, End of Period            |  | $                  | (1,048,073 | )                 | $
|                                  |  |                    |            |                   |  
|                                  |  |                    |            |                   |  
|Weighted Average Number of Shares |  |                    | 7,779,188  |                   |  
|Loss Per Share                    |  | $                  | (0.01      | )                 | $

---

MPAC CORPORATION Consolidated Statement of Capital Deficiency 
  (Expressed in U.S. Dollars) 
  (Unaudited  See Notice to Reader)

|                                                          | Three Months Ended |            | Nine Months Ended |        
|--------------------------------------------------------- | ------------------ | ---------- | ----------------- | -------
|                                                          |                    | June 30    |                   | June 30
|                                                          |                    | 2002       |                   |        
|                                                          |                    |            |                   |        
|SHARE CAPITAL(Note 6)                                     |                    |            |                   |        
|Common shares                                             |                    |            |                   |        
|Issued and fully paid                                     |                    |            |                   |        
|Balance, beginning
      of period                        | $                  | 471,014    |                   | $      
|Issued for cash                                           |                    | 50,000     |                   |        
|                                                          |                    |            |                   |        
|                                                          |                    |            |                   |        
|Balance, end of period                                    |                    | 521,014    |                   |        
|                                                          |                    |            |                   |        
|                                                          |                    |            |                   |        
|Allotted for future issues                                |                    |            |                   |        
|Issuable on exercise of share conversion
      rights     |                    |            |                   |        
|Balance, beginning
      of period                        |                    | 38,758     |                   |        
|To be issued on conversion
      of 6,400,000 shares of   |                    |            |                   |        
|805332
      as consideration for the acquisition of      |                    |            |                   |        
|Micron
      (Note 1)                                     |                    | -          |                   |        
|To be issued as a finders
      fee for the acquisition  |                    |            |                   |        
|of
      Micron                                           |                    | -          |                   |        
|Issuable for consulting
      services, at the completion |                    |            |                   |        
|of
      services                                         |                    | -          |                   |        
|                                                          |                    |            |                   |        
|                                                          |                    |            |                   |        
|Balance,
      end of period                              |                    | 38,758     |                   |        
|                                                          |                    |            |                   |        
|                                                          |                    |            |                   |        
|Issued subsequent to year end                             |                    |            |                   |        
|Balance, beginning
      of period                        |                    | 58,743     |                   |        
|For the payment of
      debt to a company owned          |                    |            |                   |        
|by
      a director                                       |                    | -          |                   |        
|                                                          |                    |            |                   |        
|                                                          |                    |            |                   |        
|Balance, end of period                                    |                    | 58,743     |                   |        
|                                                          |                    |            |                   |        
|                                                          |                    |            |                   |        
|                                                          |                    | 618,515    |                   |        
|                                                          |                    |            |                   |        
|                                                          |                    |            |                   |        
|DEFICIT                                                   |                    |            |                   |        
|Balance, beginning of period                              |                    | (945,612   | )                 |        
|Net loss                                                  |                    | (102,461   | )                 |        
|                                                          |                    |            |                   |        
|                                                          |                    |            |                   |        
|Balance, end of period                                    |                    | (1,048,073 | )                 |        
|                                                          |                    |            |                   |        
|                                                          |                    |            |                   |        
|CAPITAL DEFICIENCY, End of Period                         | $                  | (429,558   | )                 | $      
|                                                          |                    |            |                   |        

---

MPAC CORPORATION

Consolidated Statement of Cash Flows 
  (Expressed in U.S. Dollars) 
  (Unaudited- See Notice to Reader)

|                                                    | Three Months Ended |          | Nine Months Ended |  
|--------------------------------------------------- | ------------------ | -------- | ----------------- | -
|                                                    |                    | June 30  |                   |  
|                                                    |                    | 2002     |                   |  
|                                                    |                    |          |                   |  
|Cash Flows Used For Operating Activities            |                    |          |                   |  
|Cash received from customers                        | $                  | 259,687  |                   | $
|Cash paid to suppliers and employees                |                    | (264,340 | )                 |  
|Government grant received                           |                    | -        |                   |  
|Interest received                                   |                    | -        |                   |  
|Interest paid on capital lease obligation           |                    | (265     | )                 |  
|Interest paid on long-term debt                     |                    | (118     | )                 |  
|                                                    |                    |          |                   |  
|                                                    |                    |          |                   |  
|Net cash used in operating activities               |                    | (5,036   | )                 |  
|                                                    |                    |          |                   |  
|                                                    |                    |          |                   |  
|Cash Flows Used For Investing Activities            |                    |          |                   |  
|Purchase of equipment                               |                    | -        |                   |  
|                                                    |                    |          |                   |  
|                                                    |                    |          |                   |  
|Cash Flows From Financing Activities                |                    |          |                   |  
|Long-term debt (repayment)                          |                    | (4,314   | )                 |  
|Issue of common shares for cash                     |                    | 50,000   |                   |  
|Capital lease obligation                            |                    | -        |                   |  
|                                                    |                    |          |                   |  
|                                                    |                    |          |                   |  
|                                                    |                    | 45,686   |                   |  
|                                                    |                    |          |                   |  
|                                                    |                    |          |                   |  
|INCREASE IN CASH AND CASH                           |                    |          |                   |  
|EQUIVALENTS                                         |                    | 40,650   |                   |  
|                                                    |                    |          |                   |  
|CASH AND CASH EQUIVALENTS,                          |                    |          |                   |  
|Beginning of period                                 |                    | 39,350   |                   |  
|                                                    |                    |          |                   |  
|                                                    |                    |          |                   |  
|CASH AND CASH EQUIVALENTS,                          |                    |          |                   |  
|End of Period                                       | $                  | 80,000   |                   | $
|                                                    |                    |          |                   |  
|                                                    |                    |          |                   |  
|Supplemental Information on Non-Cash Transactions   |                    |          |                   |  
|Shares allotted for interest payment                |                    | -        |                   |  
|Shares allotted for long-term debt payment          |                    | -        |                   |  
|Shares allotted for payment of consulting
      fee |                    | -        |                   |  
|Capital assets                                      |                    | -        |                   |  
|Share allotted for future issues (Note
      8)     |                    | -        |                   |  

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Page 2

MPAC CORPORATION

Consolidated Statement of Cash Flows 
  (Expressed in U.S. Dollars) 
  (Unaudited  See Notice to Reader)

|                                                            | Three Months Ended | Nine Months Ended
|----------------------------------------------------------- | ------------------ | -----------------
|                                                            | June 30            | June 30          
|                                                            |                    | 2002             
|                                                            |                    |                  
|Cash Flows Used For Operating Activities                    |                    |                  
|Net loss                                                    | $                  | (102,461         
|Adjustments to reconcile net loss to
      net cash used in |                    |                  
|Operating activities                                        |                    |                  
|Amortization                                                |                    | 7,761            
|Reduction
      in carry value of capital assets            |                    | 127,866          
|Investment
      tax credits                                |                    | 39,492           
|Consulting,
      interest and other non-cash items         |                    | 2,816            
|                                                            |                    |                  
|                                                            |                    |                  
|                                                            |                    | 75,474           
|                                                            |                    |                  
|Change in operating assets and liabilities                  |                    |                  
|Decrease (increase)
      in accounts receivable            |                    | (104,488         
|Decrease (increase)
      in inventory                      |                    | -                
|Decrease (increase)
      in prepaid expenses and deposits  |                    | (3,298           
|Increase (decrease)
      in accounts payable and           |                    |                  
|accrued
      liabilities                                   |                    | 27,276           
|                                                            |                    |                  
|                                                            |                    |                  
|                                                            | $                  | (5,036           
|                                                            |                    |                  

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MPAC CORPORATION

Notes to Consolidated Financial Statements 
  June 30, 2002 
  (Expressed in U.S. Dollars) 
  (Unaudited  See Notice to Reader)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

These consolidated financial statements have been prepared
  on the going concern basis, which presumes that the company will continue operations
  for the foreseeable future and will be able to realize assets and discharge
  liabilities in the normal course of business. The company has a working capital
  deficiency of $12,834 and a capital deficiency of $429,558 at June 30, 2002
  and requires additional capital in order to remain a going concern. The continuation
  of the company is dependent on its ability to obtain the necessary capital to
  achieve profitability and to meet the requirements, from time to time, of lenders,
  if any, who are willing to provide this financing. The company intends to obtain
  additional capital primarily through the issue of shares and debt.

These consolidated financial statements do not reflect the
  adjustments or reclassifications which would be necessary if the company was
  unable to continue its operations.

Operations
  and Basis of Consolidation

The company was incorporated on June 18, 1998 in Nevada, U.S.A.
  and commenced investment operations in October 1998. The companys wholly-owned
  subsidiary company, 805332 Alberta Ltd. (805332), was incorporated
  on October 29, 1998 and its 99.98% owned subsidiary company, Micron Milling
  & Packaging Company Ltd. (Micron), was incorporated on August
  20, 1998. These consolidated financial statements include the accounts of the
  company, 805332 and Micron.

In October 1998 the company raised funds through the issue
  of shares and shareholder loans, which enabled 805332 to acquire a manufacturing
  facility located in Crossfield, Alberta, Canada in January 1999. The facility
  was used to process and package an agricultural product, using by-product sulphur
  as the primary feedstock, on a seasonal basis, largely between February and
  September each year. The company intended to manufacture sulphur-based fungicide
  product in the plant and market it in the United States. Due to financial difficulties
  caused by the lack of funds to meet ongoing lease obligations, 805332 was placed
  into receivership by two creditors, Sprague and Alves, on May 2, 2000. The Receiver
  was Smith Cageorge Bailey Inc. of Calgary, Alberta. In consultation with the
  creditors, it was agreed that the assets of 805332 would be bought from the
  Receiver by Micron, a company then independent of MPAC and 805332. It was further
  agreed that the required funding for the refurbishing of the plant and operations
  would be provided for by funds from Sprague and Alves, by investments from the
  principals of Micron (Messrs Uppal and Uppal) and by an investment from MPAC.
  Micron had not previously been a creditor of MPAC or 805332. It was also agreed
  on May 5, 2000 that MPAC would acquire the 76.5% shares of Micron owned by the
  two Uppals. The two Uppals would be appointed directors of MPAC upon completion
  of the acquisition.

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  June 30, 2002 
  (Expressed in U.S. Dollars) 
  (Unaudited  See Notice to Reader)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Micron was inactive from the date of its incorporation to the date it acquired the plant from the Receiver.

Following the sale of the assets of 805332 both MPAC and 805332
  had no significant assets. 805332 came out of receivership on June 1, 2000 and
  at this point was 100% owned by MPAC Corp.

The company acquired Micron by exchanging the 76.5% of the
  common shares of Micron owned equally by the two Uppals for 6,400,000 common
  shares of 805332. Under the terms of the share exchange, these shares are convertible
  into 6,400,000 common shares of MPAC and have been recorded at a nominal value.
  The exchange of the Micron shares for shares of 805332 rather than an immediate
  exchange into MPAC shares is due to the more favourable tax treatment for the
  holders of the Micron shares, i.e., by exchanging their interest in Micron for
  shares in another Canadian corporation rather than a United States corporation,
  any tax consequences can be deferred until the ultimate conversion of their
  805332 shares into MPAC common shares. The holders of the 805332 shares have
  consented to exercise the right of conversion at the time the company requests
  it, subject to an acceptable tax consequence on the conversion. 805332 has no
  other assets or operations and MPAC retains a minority interest in the company.
  Upon conversion MPAC will own a 100% interest in 805332.

The ultimate beneficial ownership of the sulphur fungicide
  manufacturing plant has, with the exception of three days in 2000, during which
  the plant was not operating, remained with the MPAC shareholders. These consolidated
  financial statements have accordingly been prepared as though the operations
  of the company, 805332 and Micron had been combined since their dates of incorporation.

Revenue Recognition

The
  companys only product is a sulphur-based fungicide used in agriculture.
  Revenue from the sale of this product is recognized at fair value when the product
  is shipped. Sales discounts are netted against the related sales.

Cash Equivalents

Cash equivalents
  are defined as highly liquid securities with maturities of three months or less.

Inventory

Finished
  goods inventory is recorded at the lower of cost and net realizable value. Raw
  materials inventory is recorded at the lower of cost and replacement cost. Cost
  is determined using the average cost method.

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  June 30, 2002 
  (Expressed in U.S. Dollars)
  (Unaudited  See Notice to Reader)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Capital Assets

Capital assets are recorded at cost. Depreciation is recorded
  at annual rates considered adequate to amortize the cost of the assets over
  their estimated useful lives as follows:

Automobile
  30% Equipment
  20% Computer
  equipment 30%Equipment
  under capital lease Straight line basis over lease term

Repairs
  and maintenance expenditures on capital assets are expensed when incurred unless
  they extend the productive life of the asset. In that case they are capitalized
  and amortized over the estimated useful life of the asset in accordance with
  the methods and rates noted above.

Management
  periodically reviews the recoverability of long-lived assets based upon anticipated
  cash flows generated from such assets. The asset would be adjusted to reflect
  a valuation of the lower of cost or the net recoverable amounts calculated on
  an undiscounted cash flow basis.

The
  company has reduced the carrying value of the capital assets by $127,866 at
  June 30, 2002, to a nominal amount. The company intends to transfer its operations
  and capital assets to a location in Vancouver, British Columbia prior to the
  commencement of operations in March 2003.

Research and
  Development

Research
  and development costs are charged to expense as incurred.

Government
  Assistance

Research
  and Development Grants

Government
  grants for research and development which are non-refundable are accounted for
  using the cost reduction method whereby, when the company has reasonable assurance
  that the grants will be received, the grants are deducted from the related research
  and development expenditures. When the company does not have reasonable assurance
  that the grants will be received, they are not recorded until they are actually
  received. They are deducted from the related expenditures when received, or,
  if they are received in a subsequent period when no such research and development
  expenditures have been incurred, they are recorded as other income.

Government
  grants received before the related expenditures are incurred or which are repayable
  unless specific conditions are completed are deferred until the company has
  fulfilled all of its obligations related to the work and reporting requirements
  of the grants.

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  June 30, 2002 
  (Expressed in U.S. Dollars) 
  (Unaudited  See Notice to Reader)

1. SUMMARY
  OF SIGNIFICANT ACCOUNTING POLICIES

Government Assistance

Investment
  Tax Credits

Investment
  tax credits are available to the company on defined expenditures related to
  the construction and operation of the plant. Investment tax credits are accounted
  for using the cost reduction method whereby, when the company has reasonable
  assurance that the tax credits will be realized, the credits are deducted from
  the cost of the related assets or the related expenses.

During
  the period ended June 30, 2002 the company received investment tax credits from
  the Government of Canada amounting to $40,334.

Foreign Currency
  Translation

Monetary assets and liabilities denominated in foreign currencies
  are translated into U.S. dollars at the rate of exchange prevailing at the balance
  sheet date. Non-monetary assets and liabilities are translated using historical
  rates. Revenue and expense items are translated at exchange rates prevailing
  at the time of the transaction. Translation gains and losses are included in
  the determination of accumulated other comprehensive income, a component of
  shareholders equity.

Translation adjustments for the periods ended June 30, 2002,
  2001 and 2000 have not been material and therefore have been included in the
  determination of net loss for these years. In addition, there were no material
  transaction gains or losses during these years.

Use of Estimates

The preparation of financial statements in conformity with
  generally accepted accounting principles requires management to make estimates
  and assumptions that affect the amounts reported in the financial statements
  and accompanying disclosures. Although these estimates are based on managements
  best knowledge of current events and actions the company may undertake in the
  future, actual results may ultimately differ from the estimates. Management
  believes such estimates to be reasonable.

Accounting Pronouncements

The company adopts new pronouncements relating to generally
  accepted accounting principles applicable to the company as they are issued,
  which may be in advance of their effective date.

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  June 30, 2002 
  (Expressed in U.S. Dollars) 
  (Unaudited  See Notice to Reader)

|2. | PREPAID EXPENSES AND DEPOSITS
|-- | -----------------------------

| |                                          |   | 2002   |  |   | 2001  
| | ---------------------------------------- | - | ------ |  | - | ------
| |                                          |   |        |  |   |       
| | Prepaid rent and utilities               | $ | 9,588  |  | $ | 9,588 
| | Prepaid insurance and other              |   | 701    |  |   | 459   
| | Prepaid legal fees                       |   | 3,298  |  |   | 2,919 
| | Refundable deposit on machinery purchase |   | 39,080 |  |   | 39,080
| |                                          |   |        |  |   |       
| |                                          |   |        |  |   |       
| |                                          | $ | 52,667 |  | $ | 52,046
| |                                          |   |        |  |   |       

|**3.** | CAPITAL ASSETS
      The company has reduced the carrying value of the capital
        assets by $127,866 at June 30, 2002, to a nominal amount. The company
        intends to transfer its operations and capital assets to a location in
        Vancouver, British Columbia prior to the commencement of operations in
        March 2003.
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                               |   |         |  |   | 2002         |  |   |             |  |   |          | 
| | ----------------------------- | - | ------- |  | - | ------------ |  | - | ----------- |  | - | -------- | 
| |                               |   |         |  |   |              |  |   | Reduction   |  |   |          | 
| |                               |   |         |  |   | Accumulated  |  |   | In Carrying |  |   | Net Book | 
| |                               |   | Cost    |  |   | Amortization |  |   | Value       |  |   | Value    | 
| |                               |   |         |  |   |              |  |   |             |  |   |          | 
| | Automobile                    | $ | 13,151  |  | $ | 4,422        |  | $ | 8,728       |  | $ | 1        | 
| | Equipment                     |   | 163,247 |  |   | 54,498       |  |   | 108,748     |  |   | 1        | 
| | Computer equipment            |   | 1,642   |  |   | 1,050        |  |   | 591         |  |   | 1        | 
| | Equipment under capital lease |   | 18,342  |  |   | 8,542        |  |   | 9,799       |  |   | 1        | 
| |                               |   |         |  |   |              |  |   |             |  |   |          | 
| |                               |   |         |  |   |              |  |   |             |  |   |          | 
| |                               | $ | 196,382 |  | $ | 68,512       |  | $ | 127,866     |  | $ | 4        | 
| |                               |   |         |  |   |              |  |   |             |  |   |          | 

| |                               |   |         |  |   | 2001         |  |   |          | 
| | ----------------------------- | - | ------- |  | - | ------------ |  | - | -------- | 
| |                               |   |         |  |   | Accumulated  |  |   | Net Book | 
| |                               |   | Cost    |  |   | Amortization |  |   | Value    | 
| |                               |   |         |  |   |              |  |   |          | 
| | Automobile                    | $ | 13,225  |  | $ | 1,483        |  |   | 11,742   | 
| | Equipment                     |   | 186,899 |  |   | 31,579       |  |   | 155,320  | 
| | Computer equipment            |   | 2,472   |  |   | 752          |  |   | 1,720    | 
| | Equipment under capital lease |   | 18,445  |  |   | 2,548        |  |   | 15,897   | 
| |                               |   |         |  |   |              |  |   |          | 
| |                               |   |         |  |   |              |  |   |          | 
| |                               | $ | 221,041 |  | $ | 36,362       |  | $ | 184,679  | 
| |                               |   |         |  |   |              |  |   |          | 

|4. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|-- | ----------------------------------------

| |                           |   | 2002    |  |   | 2001    | 
| | ------------------------- | - | ------- |  | - | ------- | 
| |                           |   |         |  |   |         | 
| | Trade accounts payable    | $ | 117,603 |  | $ | 96,645  | 
| | Professional fees payable |   | 80,567  |  |   | 44,395  | 
| |                           |   |         |  |   |         | 
| |                           |   |         |  |   |         | 
| |                           | $ | 198,170 |  | $ | 141,040 | 
| |                           |   |         |  |   |         | 

---

MPAC CORPORATION

Notes to Consolidated Financial Statements
  June 30, 2002
  (Expressed in U.S. Dollars) 
  (Unaudited  See Notice to Reader)

|**5.** | CAPITAL LEASE OBLIGATION
      Future minimum lease payments under a capital lease obligation are:
|------ | --------------------------------------------------------------------------------------------------

| | 2002                              | $ | 1,729  |  
| | --------------------------------- | - | ------ | -
| | 2003                              |   | 6,914  |  
| | 2004                              |   | 2,305  |  
| |                                   |   |        |  
| |                                   |   |        |  
| |                                   |   | 10,948 |  
| | Less amount representing interest |   | (825   | )
| |                                   |   |        |  
| |                                   |   |        |  
| |                                   |   | 10,123 |  
| | Less current portion              |   | (6,215 | )
| |                                   |   |        |  
| |                                   |   |        |  
| |                                   | $ | 3,908  |  
| |                                   |   |        |  

|6. | LONG-TERM DEBT
|-- | --------------

| |                                                            |   | 2002    |   |   | 2001    |  
| | ---------------------------------------------------------- | - | ------- | - | - | ------- | -
| |                                                            |   |         |   |   |         |  
| | Bank loan payable with interest at 9.55% per annum,        |   |         |   |   |         |  
| | repayable in blended monthly payments of $275 per          |   |         |   |   |         |  
| | month, secured by an automobile                            | $ | 4,509   |   | $ | 7,237   |  
| |                                                            |   |         |   |   |         |  
| | Loans, payable to shareholders without interest and with   |   |         |   |   |         |  
| | no specific repayment terms. These loans represent cash    |   |         |   |   |         |  
| | advances used for the purpsoe of construction of the plant |   |         |   |   |         |  
| | and for working capital. Loans in the amount of $198,354   |   |         |   |   |         |  
| | are secured by a general security agreement over the       |   |         |   |   |         |  
| | assets of the company                                      |   | 411,245 |   |   | 421,719 |  
| |                                                            |   |         |   |   |         |  
| |                                                            |   |         |   |   |         |  
| |                                                            |   | 415,754 |   |   | 428,956 |  
| | Less current portion                                       |   | (2,934  | ) |   | (2,690  | )
| |                                                            |   |         |   |   |         |  
| |                                                            |   |         |   |   |         |  
| |                                                            | $ | 412,820 |   | $ | 426,266 |  
| |                                                            |   |         |   |   |         |  

|   | Principal repayment of long term debt during the 2003 fiscal year is expected
      to be $2,934 and $1,575 during the 2004 fiscal year.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                         
|7. | DEMAND LOANS
      The demand loans bear interest at 10% per annum, are unsecured and are
        payable on demand.                    

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  June 30, 2002 
  (Expressed in U.S. Dollars) 
  (Unaudited  See Notice to Reader)

|**5.** | SHARE CAPITAL
      Authorized
          Unlimited number of common shares without par value
|------ | --------------------------------------------------------------------------------------------

| |                                                                    | Number of |  |   |         | 
| | ------------------------------------------------------------------ | --------- |  | - | ------- | 
| |                                                                    | Shares    |  |   | Amount  | 
| | Issued and fully paid                                              |           |  |   |         | 
| | Balance, October 1, 1998                                           | -         |  | $ | -       | 
| | Issued for cash                                                    | 7,176,667 |  |   | 56,014  | 
| |                                                                    |           |  |   |         | 
| |                                                                    |           |  |   |         | 
| | Balance, September 30, 1999                                        | 7,176,667 |  |   | 56,014  | 
| | Issued for cash                                                    | 350,000   |  |   | 175,000 | 
| |                                                                    |           |  |   |         | 
| |                                                                    |           |  |   |         | 
| | Balance, September 30, 2000                                        | 7,526,667 |  |   | 231,014 | 
| | Issued for cash                                                    | 380,000   |  |   | 190,000 | 
| |                                                                    |           |  |   |         | 
| |                                                                    |           |  |   |         | 
| | Balance, September 30, 2001                                        | 7,906,667 |  |   | 421,014 | 
| | Issued for cash                                                    | 200,000   |  |   | 100,000 | 
| |                                                                    |           |  |   |         | 
| |                                                                    |           |  |   |         | 
| | Balance, June 30, 2002                                             | 8,106,667 |  |   | 521,014 | 
| |                                                                    |           |  |   |         | 
| |                                                                    |           |  |   |         | 
| | Allotted for future issues                                         |           |  |   |         | 
| | Issuable on the exercise of share conversion rights (Note 1)       |           |  |   |         | 
| | To be issued on conversion of 6,400,000 shares of 805332,          |           |  |   |         | 
| | as consideration for the acquisition of Micron                     | 6,400,000 |  |   | 4,205   | 
| | To be issued as a finders fee for the acquisition
      of Micron | 250,000   |  |   | 165     | 
| | Issuable for consulting services, at the completion of services    | 70,000    |  |   | 34,388  | 
| |                                                                    |           |  |   |         | 
| |                                                                    |           |  |   |         | 
| |                                                                    | 6,720,000 |  |   | 38,758  | 
| |                                                                    |           |  |   |         | 
| |                                                                    |           |  |   |         | 
| | Issued subsequent to year end                                      |           |  |   |         | 
| | For payment of debt to a company owned by a director               |           |  |   |         | 
| | and shareholder                                                    | 114,851   |  |   | 58,743  | 
| |                                                                    |           |  |   |         | 
| |                                                                    |           |  |   |         | 
| |                                                                    | 6,834,851 |  |   | 97,501  | 
| |                                                                    |           |  |   |         | 
| |                                                                    |           |  |   |         | 
| |                                                                    |           |  | $ | 618,515 | 
| |                                                                    |           |  |   |         | 

| | On May 5, 2000 the company allotted, as part of a
        series of transactions related to the acquisition of Micron (Note 1),
        6,400,000 common shares to be issued on the conversion of 6,400,000 shares
        of 805332 into common shares of the company. The common shares may be
        issued at the request of the owners of the 805332 shares or at the request
        of the company and have not been issued to date due to possible Canadian
        tax consequences to the owners of 805332 shares. The allotment of these
        common shares has been recorded as a nominal value.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  June 30, 2002 
  (Expressed in U.S. Dollars) 
  (Unaudited  See Notice to Reader)

8.          SHARE CAPITAL
  (continued)

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 (Note 1). These common shares will
  be issued when the 805332 shareholders exercise their conversion rights and
  have been valued on the same basis as the 805332 conversion right.

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 this consulting work and cash consideration received
  by the company for common shares at the time agreement for the services was
  reached and will be issued when the services are completed.

The
  debt amounting to $58,743, which was payable to a company owned by a shareholder,
  was repaid by the issue of 114,851 common shares. The valuation was based on
  the accrued principal and interest owing and the cash consideration received
  by the company for common shares at the time agreement for the share repayment
  was reached.

9.RESEARCH
  AND DEVELOPMENT COSTS

The
  companys research and development costs are primarily composed of external
  engineering consulting fees and are classified as consulting fees in these financial
  statements. The amount of research and development consulting fees incurred
  were $Nil and $66,169 for the nine months ended June 30, 2002 and 2001 respectively.
  During the period ended June 30, 2002 the company received government grants
  of $Nil (2001 - $25,259) relating to these expenditures, which were recorded
  as a reduction of consulting fees.

10.INCOME
  TAXES

The company has incurred losses for Canadian income tax purposes
  of approximately $376,579 which can be carried forward to reduce taxable income
  in future years to 2007. The company has incurred losses for U.S. income tax
  purposes of approximately $274,961 which can be carried forward to reduce taxable
  income in future years to 2015. The potential income tax benefits of these losses
  have not been recognized in these consolidated financial statements.

The company also has available and unclaimed research and
  development expenses of approximately $592,575 which may be carried forward
  and used to reduce future income taxes in Canada.

Investment
  tax credits that the company is eligible to receive in any year are recorded
  for tax and accounting purposes when receipt is more certain than not, either
  as a reduction of capital assets additions or of expenses.

The
  statutory tax rates applicable to the companys manufacturing and sale
  of operations in Canada are:

Taxable
  income up to $127,000 18.37%    Taxable
  income greater than $127,000 29.46%

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  June 30, 2002 
  (Expressed in U.S. Dollars) 
  (Unaudited  See Notice to Reader)

|**11.** | RELATED PARTY TRANSACTIONS
      Related party transactions not disclosed elsewhere in these financial
        statements were:
|------- | -------------------------------------------------------------------------------------------------------------------------------

| |                                                 |   | 2002 |  |   | 2001   |  |   | 2000  | 
| | ----------------------------------------------- | - | ---- |  | - | ------ |  | - | ----- | 
| |                                                 |   |      |  |   |        |  |   |       | 
| | Interest on long-term debt related to principal |   |      |  |   |        |  |   |       | 
| | shareholder loans                               | $ | -    |  | $ | 4,728  |  | $ | 3,209 | 
| |                                                 |   |      |  |   |        |  |   |       | 
| | Financing consulting fees paid to a director    |   | -    |  |   | 17,398 |  |   | -     | 



12.          SEGMENT INFORMATION

The company produces its sulphur-based fungicide at a plant located in Canada
  and the sales of this product are primarily in the United States of America.
  The company has one dominant customer, who contributed more than 10% of the
  consolidated sales in 2002 (2002 - $388,581). The accounting policies of the
  operating segment are the same as those described in Note 1. The company evaluates
  the performance of its operating segments based primarily on operating profit.

13.          CONTINGENCIES
  AND COMMITMENTS

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 is committed to payments of $31,658 to February
  28, 2003, the end of the next lease term.

Orders to cease operations for environmental contamination
  were issued 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 is expected that all costs relating to remedial
  work will be borne by Finnie. The order from the Town of Crossfield relates
  to the companys operations. The management of the company has determined
  that the required remedial work was completed prior to September 30, 2001 and
  that the order will be lifted after the completion of the required inspections.

14.          FINANCIAL INSTRUMENTS

The fair value of the companys financial instruments,
  which are cash, accounts receivable, and accounts payable, approximate their
  carrying value in these financial statements.

The company reduces its credit risk, the possibility that
  entities to which the company sells its products may experience financial difficulty
  and be unable to fulfil their obligations, by performing credit evaluations
  before sales are made.

---

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.

The Company is a development stage company engaged in the
  business of marketing and selling a sulfur-based fungicide that is used for
  commercial agricultural purposes. For fiscal 2002 the processing and packaging
  of our sulfur products was carried out at a third partys facility. Currently
  our sulfur-based products are sold exclusively to the agriculture industry in
  the state of California.

As a development stage company, management devotes most of
  its activities to establishing the business. Planned principal activities have
  not yet produced significant revenues and the Company has suffered recurring
  operating losses. The Company also has a working capital deficit of $429,558.
  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.

During fiscal 2002 the Company raised $100,000 through a completed
  private placement of 200,000 shares at $0.50 per share. These units were issued
  May 27, 2002. During the quarter ended June 30, 2002 the Company received an
  Investment Tax Credit from the Canadian Government of $40,334.00.

The Company plans to raise additional funds through the sale
  of shares as needed to meet ongoing funding requirements. There continues to
  be insufficient funds to provide enough working capital to fund ongoing operations
  for the next twelve months.

Progress Report from April 1, 2002 to June 30, 2002

During the Quarter ending June 30, 2002 the Company produced,
  sold and shipped approximately 3.5 million pounds of agricultural dusting sulfur
  to customers in California.

On November 15, 2002, the Company voluntarily entered into
  a Consent Order as well as Consent to Repossession and Sale or Retention with
  its building and premises landlord. Under the terms of these Consents, The Company
  is we are no longer bound by the terms of the lease and has surrendered ownership
  of the equipment located on these premises to the landlord. The Company is currently
  negotiating with the landlord to assist them with the removal and sale of the
  equipment with the intention of retaining for our use the pieces that may be
  of benefit to our future operations.

In November of 2002 we entered into negotiations for the acquisition
  of a corporation operating in the agricultural fertilizer industry and whose
  products and production facility would compliment our product, marketing history,
  and experience. Negotiations are presently ongoing and no agreement has been
  reached. The acquisition, if successfully completed, would provide Micron with
  complete manufacturing

---

and production, storage, and packaging facilities for its
  product as well as additional sulfur based agriculture products. There is no
  guarantee that we will be able to reach an agreement with respect to this acquisition,
  or if an agreement is reached that we will be able to complete the acquisition.

Results of operations for the nine months ended June 30, 2002
  (2002) compared to the nine months ended June 30, 2001 (2001)
  and Results of operations for the three months ended June 30, 2002 (2002)
  compared to the three months ended June 30, 2001 (2001).

Sales revenues for the nine months ended June 30, 2002 were
  $396,766 compared to sales of $184,432 for the nine months ended June 30, 2001,
  an increase of 115%. Sales for the three months ended June 30, 2002 were $364,175
  compared with $184,432 for the three months ended June 30, 2001, an increase
  of 97%. Cost of goods sold was $189,000 and $39,050 for the nine months ended
  June 30, 2002 and 2001 respectively. Cost of goods sold was $176,123 and $39,050
  for the three months ended June 30, 2002 and 2001 respectively. This increase
  in sales reflects the increased recognition of our product, agricultural dusting
  sulfur, a natural fungicide preferred by both traditional and organic farmers,
  in the marketplace following our first year of sales in 2001. The cost of goods
  sold as a percentage of sales was 47.8% compared to 21% for the nine months
  ended June 30, 2002 and 2001 respectively. The cost of goods sold as a percentage
  of sales for the three months ended June 30, 2002 was 48.3% compared to 21%
  for the three months ended June 30, 2001. The increase in the cost of sales
  results from the outsourcing of the production of the product. It is anticipated
  that the reduction of fixed costs that this outsourcing will allow may offset
  the higher costs in the future. The Company is negotiating outsourcing costs
  for its product for the upcoming years.

Gross profit for the nine months ended June 30, 2002 was $206,849,
  an increase of 42%, as compared to a gross profit of $145,382 for the nine months
  ended June 30, 2001. Gross profit for the three months ended June 30, 2002 was
  $188,052, an increase of 29%, as compared to the gross profit of $145,382 for
  the three months ended June 30, 2001. This increase corresponds with the increased
  revenues for the both the three and nine month periods ended September 30, 2002.
  For the nine months ended June 30, 2002 additional, non-recurring income of
  $22,984 was the result of an investment tax credit received. Selling, general
  and administrative expenses decreased by 20% to $324,804 during the nine months
  ended June 30 , 2002 from $404,331 for the nine months ended June 30, 2001.Selling,
  general and administrative expenses decreased by 33% to $162,647 during the
  three months ended June 30 , 2002 from $243,761 for the three months ended June
  30, 2001. As a percentage of revenues, selling, general and administrative costs
  were 82% for the nine months ended June 30, 2002, as compared to 219% for the
  nine months ended June 30, 2001. As a percentage of revenues, selling, general
  and administrative costs were 44% for the three months ended June 30, 2002,
  as compared to 132% for the three months ended June 30, 2001.

Liquidity and Capital Resources

Cash and cash equivalents at June 30, 2002 totalled $80,000
  as compared with the cash and cash equivalents of $110,497 at June 30, 2001
  and $47,971 at September 30, 2001. Accounts receivable at June 30, 2002 was
  $139,043 and an investment tax credit of $45,076 was receivable at that time
  as well. Accounts receivable at June 30, 2001 was $21,625.

The company raised US $100,000 in additional equity financing,
  during the first quarter of 2002 and we received an investment tax credit of
  $22,984. We have funded business operations using cash from an additional equity
  financing raised during the first quarter of 2002, and the scientific tax funding
  grants received during the third quarter of 2002 as well as from funds received
  from the sale of dusting sulfur. For the nine months ended June 30, 2002, there
  were no capital expenditures.

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 June 30, 2002.

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.

The company follows the cost reduction method of accounting
  for investment tax credits and recognizes the estimated net recoverable amount
  when reasonable assurance exists as to their collectability. The company maintains
  an allowance for doubtful accounts for estimated losses that may arise if any
  of its customers are unable to make required payments. Management specifically
  analyzes the age of customer balances, historical bad debt experience, customer
  credit-worthiness, and changes in customer payment terms when making estimates
  of the uncollectability of the companys trade accounts receivable balances.
  If the company determines that the financial conditions of any of its customers
  deteriorated, whether due to customer specific or general economic issues, increases
  in the allowance may be made. To date no customer balance has been unpaid in
  the timeframe allowed to customers.

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

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 principal 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.

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 Adam Smith, President (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

There
  were no Forms 8-K filed during the period of this report.

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: December 31, 2002        MPAC CORPORATION

| | By: | /s/ Adam Smith               
| | --- | -----------------------------
| |     | Adam Smith, President        
| |     | (Principal Executive Officer)
| |     |                              
| | By: | /s/ Michael Laidlaw          
| |     | Michael Laidlaw, Director    
| |     | (Principal Financial Officer)

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|CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER
      I, Adam Smith, certify that:
|-------------------------------------------------------------------------------
|                                                                               
|1.                                                                             
|                                                                               
|2.                                                                             
|                                                                               
|3.                                                                             
|                                                                               
|4.                                                                             
|                                                                               
|5.                                                                             
|                                                                               
|6.                                                                             

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|CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER
      I, Michael Laidlaw, certify that:
|------------------------------------------------------------------------------------
|                                                                                    
|1.                                                                                  
|                                                                                    
|2.                                                                                  
|                                                                                    
|3.                                                                                  
|                                                                                    
|4.                                                                                  
|                                                                                    
|5.                                                                                  
|                                                                                    
|6.                                                                                  

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EXHIBIT 99.1

CERTIFICATION PURSUANT TO 
  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

|Pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section
        1350, chapter 63 of title 18, United States Code), each of the undersigned
        officers of Viscount Systems, Inc., a Nevada corporation (the "Company"),
        does hereby certify that:
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                            
|1.                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            
|2.                                                                                                                                                                                                                                                                                                          

|Dated: | December 31, 2002 | By: | /s/ Adam Smith                               
|------ | ----------------- | --- | ---------------------------------------------
|       |                   |     | Adam Smith, President                        
|       |                   |     |                                              
|Dated: | December 31, 2002 | By: | /s/ Michael Laidlaw                          
|       |                   |     | Michael Laidlaw, Principal Accounting Officer

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