---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[ x ] Quarterly Report Pursuant To Section 13 Or 15(d) Of The
  Securities Exchange Act Of 1934

For the quarterly period ended March 31, 2006

[]
  Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of
  1934

For the transition period from _____ to _____

COMMISSION FILE NUMBER **000-27147**

NORPAC TECHNOLOGIES, INC.(Name of small business issuer in its charter)

|NEVADA                                                               | 95-4705831                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|698 Seymour Street, Suite 311                                        |                                     
|Vancouver, British Columbia                                          | V6B 3K6                             
|(Address of principal executive offices)                             | (Zip Code)                          
|                                                                     |                                     
|**(604) 688-8619**                                                   |                                     
|Issuer's telephone number                                            |                                     

NOT APPLICABLEFormer name, former address and
former fiscal year, if changed since last report

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

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange 
  Act). Yes []No [ x ]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of May
10, 2006, the Issuer had outstanding 32,565,390 Shares of Common Stock.

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

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PART I - FINANCIAL INFORMATION

ITEM
1.               
FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and Item 310 (b) of
Regulation S-B, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with accounting
principles generally accepted in the United States of America. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the
quarterly period ended March 31, 2006 are not necessarily indicative of the
results that can be expected for the year ending June 30, 2006.

As used in this Quarterly Report on Form 10-QSB, the terms
"we", "us", "our", NorPac, and the company mean NorPac Technologies, Inc.,
unless otherwise indicated. All dollar amounts in this Quarterly Report are in
U.S. dollars unless otherwise stated.

2

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NORPAC TECHNOLOGIES, INC. 
  (A Development Stage Company)

FINANCIAL STATEMENTS

MARCH 31, 2006

F-1

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NORPAC TECHNOLOGIES, INC.(A Development Stage Company)

BALANCE SHEETS

|                                                                      |   | March 31,   |   |   | June 30,   |  
|--------------------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                                      |   | 2006        |   |   | 2005       |  
|                                                                      |   | (unaudited) |   |   | (audited)  |  
|ASSETS                                                                |   |             |   |   |            |  
|                                                                      |   |             |   |   |            |  
|CURRENT ASSETS:                                                       |   |             |   |   |            |  
|Cash                                                                  | $ | 354         |   | $ | 307        |  
|Available-for-sale
      securities                                   |   | 6,853       |   |   | 2,250      |  
|                                                                      |   |             |   |   |            |  
|Total Current Assets                                                  |   | 7,207       |   |   | 2,557      |  
|                                                                      |   |             |   |   |            |  
|AVAILABLE-FOR-SALE SECURITIES                                         |   | 837,650     |   |   | 250,000    |  
|                                                                      |   |             |   |   |            |  
|INTANGIBLES, NET                                                      |   | 7,800       |   |   | 9,600      |  
|                                                                      | $ | 852,657     |   | $ | 262,157    |  
|                                                                      |   |             |   |   |            |  
|                                                                      |   |             |   |   |            |  
|                                                                      |   |             |   |   |            |  
|LIABILITIES
      AND STOCKHOLDERS EQUITY (DEFICIT)                  |   |             |   |   |            |  
|                                                                      |   |             |   |   |            |  
|CURRENT LIABILITIES:                                                  |   |             |   |   |            |  
|Accounts payable                                                      | $ | 247,085     |   | $ | 223,157    |  
|Loans payable                                                         |   | 101,590     |   |   | 73,290     |  
|Accounts payable,
      stockholder                                   |   | 135,347     |   |   | 110,347    |  
|Total
      Current Liabilities                                       |   | 484,022     |   |   | 406,794    |  
|                                                                      |   |             |   |   |            |  
|STOCKHOLDERS EQUITY (DEFICIT):                                       |   |             |   |   |            |  
|                                                                      |   |             |   |   |            |  
|Common stock, .001 par value, 200,000,000
      shares authorized,    |   |             |   |   |            |  
|32,565,390 and 32,565,390 shares issued and outstanding, respectively |   | 32,565      |   |   | 32,565     |  
|Additional paid in capital                                            |   | 2,363,585   |   |   | 2,363,585  |  
|Deficit accumulated
      during the development stage                |   | (2,657,568  | ) |   | (2,608,587 | )
|Accumulated other comprehensive
      income                          |   | 630,053     |   |   | 67,800     |  
|                                                                      |   | 368,635     |   |   | (144,637   | )
|                                                                      |   |             |   |   |            |  
|                                                                      | $ | 852,657     |   | $ | 262,157    |  

See Notes to Financial Statements.

F-2

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NORPAC TECHNOLOGIES, INC.(A Development Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)(Unaudited)

Period FromInception(April 1, 1998)Three Months Ended
      
      
      Nine Months Ended
      
      
      ThroughMarch 31,
      
      
      March 31,
      
      
      March 31,2006
      
      
      2005
      
      
      2006
      
      
      2005
      
      
      2006Revenues
      $
      50,000
      
      $
      -
      
      $
      50,000
      
      $
      -
      
      $
      288,000Administrative pre-opening anddevelopment expenses
      
      (15,268
      )
      
      (39,020
      )
      
      (98,981
      )
      
      (134,851
      )
      
      (1,579,702
      )Interest expense
      
      -
      
      
      (58,600
      )
      
      -
      
      
      (176,137
      )
      
      (679,541
      )Impairment of intangibles
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (20,000
      )Stock compensation expense
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (624,000
      )Realized loss on available-for-sale securities
      
      -
      
      
      -
      
      
      -
      
      
      (42,325
      )
      
      (42,325
      )Net income (loss)
      
      34,732
      
      
      (97,620
      )
      
      (48,981
      )
      
      (353,313
      )
      
      (2,657,568
      )Unrealized gain on available-for-salesecurities
      
      511,803
      
      
      348,105
      
      
      562,253
      
      
      240,050
      
      
      630,053Comprehensive income (loss)
      $
      546,535
      
      $
      250,485
      
      $
      513,272
      
      $
      (113,263
      )
      $
      (2,027,515
      )Basic loss per common share
      $
      -
      
      $
      (0.05
      )
      $
      -
      
      $
      (0.18
      )
      $
      (0.60
      )Diluted loss per common share
      $
      -
      
      $
      (0.05
      )
      $
      -
      
      $
      (0.18
      )
      $
      (0.60
      )Weighted average outstanding shares
      
      32,565,390
      
      
      1,977,000
      
      
      32,565,390
      
      
      1,977,000
      
      
      4,413,373


See Notes to Financial Statements.

F-3

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NORPAC TECHNOLOGIES, INC.(A Development Stage Company)

STATEMENTS OF CASH FLOWS(Unaudited)

|                                                              |   |                   |   |   |           |   |   | Period From     |  
|------------------------------------------------------------- | - | ----------------- | - | - | --------- | - | - | --------------- | -
|                                                              |   |                   |   |   |           |   |   | Inception       |  
|                                                              |   |                   |   |   |           |   |   | (April 1, 1998) |  
|                                                              |   | Nine Months Ended |   |   | Through   |  
|                                                              |   | March 31,         |   |   | March 31, |  
|                                                              |   | 2006              |   |   | 2005      |   |   | 2006            |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                         |   |                   |   |   |           |   |   |                 |  
|Net loss                                                      | $ | (48,981           | ) | $ | (353,313  | ) | $ | (2,657,568      | )
|Amortization expense                                          |   | 1,800             |   |   | 1,800     |   |   | 16,200          |  
|Compensation expense, options to
      nonemployees           |   | -                 |   |   | -         |   |   | 504,000         |  
|Receipt of available-for-sale
      securities                |   | (30,000           | ) |   | -         |   |   | (268,000        | )
|Excess of fair value of common
      stock issued over        |   |                   |   |   |           |   |   |                 |  
|carrying amount of debt                                       |   | -                 |   |   | -         |   |   | 120,000         |  
|Realized loss on sales of available-for-sale
      securities |   | -                 |   |   | 42,325    |   |   | 42,325          |  
|Amortization of
      original issue discount                 |   | -                 |   |   | 135,819   |   |   | 550,000         |  
|Impairment loss on intangibles                                |   | -                 |   |   | -         |   |   | 20,000          |  
|Increase in accounts
      payable                            |   | 23,928            |   |   | 45,763    |   |   | 315,883         |  
|Increase in accrued interest                                  |   | -                 |   |   | 39,786    |   |   | 127,380         |  
|Increase in accounts
      payable, stockholders              |   | 25,000            |   |   | 35,688    |   |   | 369,346         |  
|Increase (decrease) in due to stockholders                    |   | -                 |   |   | -         |   |   | 20,776          |  
|Net cash flows used
      in operating activities             |   | (28,253           | ) |   | (52,132   | ) |   | (839,658        | )
|                                                              |   |                   |   |   |           |   |   |                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                         |   |                   |   |   |           |   |   |                 |  
|Proceeds form sale of available-for-sale
      securities     |   | -                 |   |   | 11,225    |   |   | 11,225          |  
|Purchase of intangibles                                       |   | -                 |   |   | -         |   |   | (44,000         | )
|Net cash flows from (used in) operating
      activities      |   | -                 |   |   | 11,225    |   |   | (32,775         | )
|                                                              |   |                   |   |   |           |   |   |                 |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                         |   |                   |   |   |           |   |   |                 |  
|Collection of subscription
      receivable                   |   | -                 |   |   | -         |   |   | 10,000          |  
|Issuance of common stock                                      |   | -                 |   |   | -         |   |   | 329,769         |  
|Net proceeds from
      due to stockholders                   |   | -                 |   |   | -         |   |   | 348,928         |  
|Proceeds from loan payable                                    |   | 28,300            |   |   | 40,722    |   |   | 101,590         |  
|Issuance of convertible
      notes                           |   | -                 |   |   | -         |   |   | 82,500          |  
|Net cash flows from financing activities                      |   | 28,300            |   |   | 40,772    |   |   | 872,787         |  
|                                                              |   |                   |   |   |           |   |   |                 |  
|Increase (decrease) in cash                                   |   | 47                |   |   | (135      | ) |   | 354             |  
|Cash:                                                         |   |                   |   |   |           |   |   |                 |  
|Beginning                                                     |   | 307               |   |   | 256       |   |   | -               |  
|                                                              |   |                   |   |   |           |   |   |                 |  
|Ending                                                        | $ | 354               |   | $ | 121       |   | $ | 354             |  
|                                                              |   |                   |   |   |           |   |   |                 |  
|SUPPLEMENTAL CASH FLOWS INFORMATION:                          |   |                   |   |   |           |   |   |                 |  
|                                                              |   |                   |   |   |           |   |   |                 |  
|Cash paid for interest                                        | $ | 25                |   | $ | 532       |   | $ | 2,186           |  
|                                                              |   |                   |   |   |           |   |   |                 |  
|                                                              |   |                   |   |   |           |   |   |                 |  
|NONCASH INVESTING AND FINANCING ACTIVITIES:                   |   |                   |   |   |           |   |   |                 |  
|                                                              |   |                   |   |   |           |   |   |                 |  
|Stock issued for
      amount due to stockholders             | $ | -                 |   | $ | -         |   | $ | 205,000         |  
|Stock issued for accounts payable                             | $ | -                 |   | $ | -         |   | $ | 10,000          |  
|Conversion of accounts
      payable, stockholders and        |   |                   |   |   |           |   |   |                 |  
|due
      to stockholders and issuance of subscription        |   |                   |   |   |           |   |   |                 |  
|receivable for convertible notes                              | $ | -                 |   | $ | -         |   | $ | 467,500         |  
|Stock issued for conversion
      of notes payable            | $ | -                 |   | $ | -         |   | $ | 550,000         |  
|Stock issued
      for accrued interest on notes payable      | $ | -                 |   | $ | -         |   | $ | 127,381         |  

See Notes to Financial Statements.

F-4

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NORPAC TECHNOLOGIES, INC.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

|Note 1. | Nature of Business and Summary of Significant
      Accounting Policies:
|------- | ------------------------------------------------------------------------

Financial Statements:

The balance sheet of Norpac Technologies
  Inc. (the Company) as of March 31, 2006 and the statements of operations and
  cash flows for the periods ended March 31, 2006 and 2005 have been prepared
  by the Company, without audit. In the opinion of management, all adjustments
  (which include only normal recurring adjustments) necessary to present fairly
  the financial position, results of operations and changes in cash flows at March
  31, 2006 and for all periods presented have been made. Certain information and
  footnote disclosures normally included in financial statements prepared in accordance
  with accounting principles generally accepted in the United States of America
  have been condensed or omitted. It is suggested that these condensed financial
  statements be read in conjunction with the financial statements and notes thereto
  included in the Companys June 30, 2005 audited financial statements. The
  results of operations for the period ended March 31, 2006 are not necessarily
  indicative of the operating results for the full year.

Organization and activities:

NorPac Technologies, Inc. (the Company)
  was originally incorporated on April 1, 1998 in the state of Minnesota. On July
  12, 2004 the Company was reorganized and became a Nevada Corporation (Note 12).
  The Company was formed to act as a holding company for manufacturing companies
  and since inception, has devoted its efforts to raising capital and pre-opening
  activities. The Company owns a patent for a self-chilling beverage container
  and related component parts.

The Company is considered to be in the
  development stage and the accompanying financial statements represent those
  of a development stage enterprise, and therefore, are subject to the usual business
  risks of development stage companies. The Company has had no revenue from operations.
  Research and development costs are expensed as incurred.

A summary of the Companys significant
  accounting policies follows:

Income taxes:

Deferred taxes are provided on the liability
  method whereby deferred tax assets are recognized for deductible temporary differences
  and operating loss and tax credit carryforwards and deferred tax liabilities
  are recognized for taxable temporary differences. Temporary differences are
  the differences between the reported amounts of assets and liabilities and their
  tax basis. Deferred tax assets are reduced by a valuation allowance when, in
  the opinion of management, it is more likely than not that some portion or all
  of the deferred tax assets will not be realized. Deferred tax assets and liabilities
  are adjusted for the effects of changes in tax laws and rates on the date of
  the enactment.

F-5

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|Note 1. | Nature of Business and Summary of Significant
      Accounting Policies (continued):
|------- | ------------------------------------------------------------------------------------

Intangibles:

Intangible assets (Note 6) are amortized
  using the straight-line method over 10 years. In accordance with Statement of
  Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment
  or Disposal of Long-Lived Assets as circumstances dictate, the Company
  evaluates whether changes have occurred that would require revision of the remaining
  estimated lives of recorded long-lived assets, including intangibles, or render
  those assets not recoverable. If such circumstances arise, recoverability is
  determined by comparing the undiscounted net cash flows of long-lived assets
  to their respective carrying values. The amount of impairment, if any, is measured
  based on the projected discounted cash flows using an appropriate discount rate.
  At this time, the Company believes that no significant impairment of the remaining
  intangibles has occurred and that no reduction of the estimated useful lives
  of such assets is warranted (see Note 8). Amortization expense for each of the
  quarters ended March 31, 2006 and 2005 was $600 and accumulated amortization
  was $16,200 and $13,800, respectively. Estimated amortization expense is $2,400
  for each of the next three years and $600 for the fourth year.

Stock-based compensation:

The Company applies Accounting Principles
  Board (APB) Opinion 25 Accounting for Stock Issued to Employees
  and related Interpretations in accounting for its stock options. Accordingly,
  no compensation cost has been recognized for stock options issued to employees
  for the nine months ended March 31, 2006 and 2005 or the period from inception
  through March 31, 2006. Stock options and warrants issued to non-employees are
  recorded at fair value, as required by SFAS No. 123, using the Black Scholes
  pricing model.

Had compensation costs for the Company's
  stock options been determined based on the fair value at the grant dates consistent
  with the method of SFAS No. 123, the Company's net loss and loss per common
  share would have been changed to the pro forma amounts indicated below:

Period FromInception(April 1, 1998)Three Months Ended
      
      
      Nine Months Ended
      
      
      ThroughMarch 31,
      
      
      March 31,
      
      
      March 31,2006
      
      
      2005
      
      
      2006
      
      
      2005
      
      
      2006Net income (loss)
      $
      34,732
      
      $
      (97,620
      )
      $
      (48,981
      )
      $
      (353,313
      )
      $
      (2,657,568
      )Pro forma net income(loss)
      $
      34,732
      
      $
      (97,620
      )
      $
      (48,981
      )
      $
      (353,313
      )
      $
      (2,705,568
      )Stock basedcompensationAs reported
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      504,000Proforma
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      48,000Basic and diluted loss percommon shareAs reported
      $
      -
      
      $
      (0.05
      )
      $
      -
      
      $
      (0.18
      )
      $
      (0.60
      )Pro forma
      $
      -
      
      $
      (0.05
      )
      $
      -
      
      $
      (0.18
      )
      $
      (0.61
      )


There were no options issued or vested during the three months
  or nine months ended March 31, 2006 and 2005.

F-6

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|Note 1. | Nature of Business and Summary of Significant
      Accounting Policies (continued):
|------- | ------------------------------------------------------------------------------------

New Accounting Pronouncements:

The Financial Accounting Standards Board
  (FASB) has issued Statement No. 123R, Share-Based Payment (SFAS 123R),
  which requires companies to measure and recognize compensation expense for all
  stock-based payments at fair value. SFAS 123R is effective for the Company starting
  with the quarter ending September 30, 2006. Early adoption is encouraged and
  retroactive application of the provisions of SFAS 123R to the beginning of the
  fiscal year that includes the effective date is permitted, but not required.
  Since the Company does not have any stock options or other stock-based compensation
  agreements, the impact of SFAS 123R is not applicable.

Loss per common share:

Loss per share is computed based on
  the weighted average number of common shares outstanding. Potential issuances
  that would reduce loss per common share are considered anti-dilutive and are
  excluded from the computation.

Advertising:

Advertising costs, if any, are expensed
  as they occur. Advertising costs were $0 for the three months and nine months
  ended March 31, 2006 and 2005, and $14,662 for the period from inception through
  March 31, 2006.

Comprehensive loss:

SFAS No. 130 Reporting Comprehensive
  Income establishes standards for reporting and presentation of comprehensive
  loss and its components in a full set of financial statements. Comprehensive
  loss consists of the Companys net loss and unrealized gain (loss) on available-for-sale
  securities and is presented in the statements of operations and comprehensive
  loss. Statement 130 only requires additional disclosure in the financial statements;
  it does not affect the Companys financial position or results of operations.

Estimates and assumptions:

The preparation of the financial statements
  in conformity with accounting principles generally accepted in the United States
  of America requires management to make estimates and assumptions that affect
  the reported amounts of assets and liabilities and disclosure of contingent
  assets and liabilities at the date of the financial statements and revenues
  and expenses during the reporting period. Significant estimates include the
  valuation of stock issued. Actual results could differ from these estimates.

Start-up costs:

Costs incurred in connection with start-up
  activities are charged to expense as incurred.

Carrying value of financial instruments:

The carrying value of the Companys
  financial instruments approximates fair value at March 31, 2006 and June 30,
  2005.

F-7

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|Note 1. | Nature of Business and Summary
        of Significant Accounting Policies (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | Reclassifications:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | Certain amounts reported in the
        prior periods have been reclassified to conform to the current year presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Note 2. | Income Taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | For income tax purposes, pre-opening
        costs are generally deferred and amortized to expense in future tax returns.
        Accordingly, the Company has no tax loss carryforwards. For financial
        reporting purposes, realization of the value of book versus tax temporary
        differences is dependent upon the Company generating sufficient taxable
        income in future years. Because of the development stage nature of the
        Company, lack of operating history and potential future stock sales (which
        may limit the value of loss carryforwards) management has eliminated the
        deferred tax value of pre-opening costs by a valuation allowance.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | The benefit for income taxes
        differs from the amount computed by applying the U.S. federal income tax
        rate to loss before income taxes for the three and nine months ended March
        31 as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                                     |   | Three Months Ended |   |   | Nine Months Ended |  
| | ----------------------------------- | - | ------------------ | - | - | ----------------- | -
| |                                     |   | March 31,          |   |   | March 31,         |  
| |                                     |   | 2006               |   |   | 2005              |  
| |                                     |   |                    |   |   |                   |  
| | Expected tax liability (benefit) at |   |                    |   |   |                   |  
| | statutory rate                      | $ | 11,809             |   | $ | (33,191           | )
| | State tax effects                   |   | 2,084              |   |   | (5,857            | )
| | Increase (decrease) in              |   |                    |   |   |                   |  
| | valuation allowance                 |   | (13,893            | ) |   | 39,048            |  
| |                                     | $ | -                  |   | $ | -                 |  

Tax law provides for limitation on the
  use of future loss carryovers should significant ownership changes occur.

The following is a summary of deferred
  taxes:

| |                      |   | March 31,   |   |   | June 30,   |  
| | -------------------- | - | ----------- | - | - | ---------- | -
| |                      |   | 2006        |   |   | 2005       |  
| |                      |   | (unaudited) |   |   | (audited)  |  
| | Deferred tax assets: |   |             |   |   |            |  
| | Pre-opening costs    | $ | 1,092,284   |   | $ | 1,072,691  |  
| | Valuation allowance  |   | (1,092,284  | ) |   | (1,072,691 | )
| |                      | $ | -           |   | $ | -          |  

|Note 3. | Stockholders Equity:
|------- | ---------------------

The Board of Directors have the power
  and authority to fix by resolution any designation, class, series, voting power,
  preference, right, qualification, limitation, restriction, dividend, time and
  place of redemption, and conversion right with respect to any stock of the Company.

F-8

---

|Note 4. | Related Party Transactions:
|------- | ---------------------------

The Company currently has a consulting
  arrangement with an officer/stockholder. Such consulting fees totaled $0 and
  $15,000 for the three months ended March 31, 2006 and 2005, respectively, and
  $30,000 and $45,000 for each of the nine months ended March 31, 2006 and 2005,
  respectively. Consulting fees from inception through March 31, 2006 totaled
  $588,000. The balance due to the officer/stockholder at March 31, 2006 and June
  30, 2005 was $135,347 and $110,347, respectively. Amounts due to the officer/
  stockholder are unsecured, non-interest bearing, and due on demand.

|Note 5. | Available-for-sale Securities:
|------- | ------------------------------

Investments held by the Company are
  classified as available-for-sale securities. Available-for-sale securities are
  reported at fair value with all unrealized gains or losses included in other
  comprehensive income (loss). The fair value of the securities was determined
  by quoted market prices of the underlying security. For purposes of determining
  gross realized gains or losses, the cost of available-for-sale securities is
  based on specific identification.

In November 2002, the Company received
  securities valued at $63,000. Pursuant to the license agreement described in
  Note 8, the Company received additional securities valued at $175,000. In fiscal
  year 2005, the Company sold 255,000 shares for proceeds of $11,225 and a loss
  of $42,325 was included in net loss for the year ended June 30, 2005.

In January 2006, the Company received
  securities valued at $30,000 pursuant to the extension agreement described in
  Note 8.

The remaining securities consist of
  5,545,000 shares of Balsam Ventures, Inc. The market value of the remaining
  securities was $844,503 as of March 31, 2006. On an ongoing basis, the Company
  evaluates its investment in available-for-sale securities if a decline in fair
  value is other than temporary. There has been no other than temporary declines
  through March 31, 2006.

|Note 6. | Intangibles:
|------- | ------------

A United States patent for a self-chilling
  beverage container and parts therefore was obtained by a founding stockholder
  on March 11, 1997. During 1998, the patent and patent holder rights thereunder
  were sold to the Company for $1. Subsequent costs in June 1999 of $24,000 to
  file foreign patent applications have been similarly capitalized.

In April 2001, the Company acquired
  a patent pending from certain stockholders which expands on the above patent.
  The acquisition agreement required the payment by the Company to the stockholders
  of $20,000. In addition, the Company was to issue to the stockholders: (i) 7,500
  shares of the Companys common stock upon the grant of a patent in connection
  with the acquired patent pending; and (ii) an additional 4,500 shares for each
  country in respect of which the Company grants a license of the acquired technology,
  for the first ten countries, and 3,000 shares for each additional country, to
  a maximum of 75,000 shares under the acquisition agreement. The Company was
  to also pay an ongoing royalty to the stockholders based on sales of products
  incorporating the technology as follows: (i) 4.5% of gross profits achieved
  by the Company on products incorporating the technology; and (ii) 15% of any
  licensing revenues or royalty payments earned by the Company on licenses of
  the acquired technology. The Company had agreed to use its best efforts to commercialize
  the acquired technology and to apply to the United States Patent Office for
  a grant of a patent relating to the patent pending. The agreement was cancelled
  due to the Companys default under the agreement on June 14, 2003 as such,
  an impairment loss of $20,000 was recorded for the year ended June 30, 2003.

F-9

---

|Note 7. | Stock Option Plan:
|------- | ------------------

The Company adopted a Stock Option Plan
  on June 21, 2000 which authorizes an initial 3,600,000 shares for issuance of
  incentive and non-qualified stock options to non-employees. The maximum aggregate
  number of shares that may be optioned and sold under the Plan will increase
  each quarter upon conditions outlined in the Plan. Options expire as determined
  by the Company but in no event later than ten years after the date the options
  are granted.

Information relating to stock options
  is as follows:

| |                                                                 |  |           |   |   | Weighted | 
| | --------------------------------------------------------------- |  | --------- | - | - | -------- | 
| |                                                                 |  | Number of |   |   | Average  | 
| |                                                                 |  | Shares    |   |   | Exercise | 
| | Under option, June 30, 2001                                     |  | 177,500   |   | $ | 7.50     | 
| | Granted                                                         |  | 30,000    |   |   | .50      | 
| | Exercised  conversion of
      debt and accounts payable       |  | (55,000   | ) |   | 1.50     | 
| | Cancelled                                                       |  | (27,500   | ) |   | 3.00     | 
| | Under option, June 30, 2002                                     |  | 125,000   |   |   | 2.65     | 
| | Expired                                                         |  | (100,000  | ) |   | 2.20     | 
| | Cancelled                                                       |  | (25,000   | ) |   | 3.00     | 
| | Under option, June 30, 2003                                     |  | -         |   |   | -        | 
| | Granted                                                         |  | -         |   |   | -        | 
| | Expired                                                         |  | -         |   |   | -        | 
| | Cancelled                                                       |  | -         |   |   | -        | 
| | Under option, June 30, 2004                                     |  | -         |   |   | -        | 
| | Granted                                                         |  | -         |   |   | -        | 
| | Expired                                                         |  | -         |   |   | -        | 
| | Cancelled                                                       |  | -         |   |   | -        | 
| | Under option, June 30, 2005                                     |  | -         |   |   | -        | 
| | Granted                                                         |  | -         |   |   | -        | 
| | Expired                                                         |  | -         |   |   | -        | 
| | Cancelled                                                       |  | -         |   |   | -        | 
| | Under option, December 31, 2005                                 |  | -         |   |   | -        | 
| | Weighted average fair value of options granted
      during the |  |           |   |   |          | 
| | period ended June 30, 2001                                      |  |           |   | $ | -        | 
| | Weighted average fair value of options granted
      during the |  |           |   |   |          | 
| | period ended June 30, 2002                                      |  |           |   | $ | -        | 
| | Weighted average fair value of options granted
      during the |  |           |   |   |          | 
| | period ended June 30, 2003                                      |  |           |   | $ | -        | 
| | Weighted average fair value of options granted
      during the |  |           |   |   |          | 
| | period ended June 30, 2004                                      |  |           |   | $ | -        | 
| | Weighted average fair value of options granted
      during the |  |           |   |   |          | 
| | period ended June 30, 2005                                      |  |           |   | $ | -        | 
| | Weighted average fair value of options granted
      during the |  |           |   |   |          | 
| | period ended March 31, 2006                                     |  |           |   | $ | -        | 

During the year ended June 30, 2002,
  based on the decrease in the market price of the Companys common stock,
  the Company re-priced its stock options. There was no accounting consequence
  or compensation for the options repriced. All outstanding options were cancelled
  or expired during the year ended June 30, 2003.

F-10

---

|Note 8. | License Agreement:
|------- | ------------------

The Company has entered into an exclusive
  licensing agreement (the "Agreement") with Balsam Ventures, Inc. ("Balsam"),
  dated for reference November 30, 2003, granting Balsam the exclusive right and
  license (the License), for a period of 40 years, to use, commercialize
  and exploit the Companys proprietary trademarks, patents, process information,
  technical information, designs and drawings associated with the Companys
  self-chilling beverage container technology (the "Technology") including the
  right to manufacture, use and sell apparatus and products embodying the Technologywithin the countries comprising the European Union and the Republic of China.
  Balsam also has the right to sub-license the right to manufacture, use and sell
  products embodying the Technology.

The consideration for the Agreement
  was as follows:

| | 1. | Balsam issued to the Company 5,000,000 restricted shares
        of its common stock; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 2. | Balsam must pay the Company the following royalties:
        (a) a sales royalty equal to 2% of gross profits from sales of all apparatus
        incorporating the Technology and/or commercial goods or products incorporating
        the Technology, (b) a license royalty equal to 5% of revenues received
        by Balsam from sub-licensing the Technology, and (c) a minimum royalty
        payment of $5,000 per month commencing on January 15, 2006, which is to
        be credited towards all royalty payments under the Agreement that have
        been paid by Balsam or become payable by Balsam during the course of the
        Agreement.

On January 14, 2006, the Company entered
  into an agreement (the Extension Agreement) with Balsam, to amend
  the terms of the Agreement dated November 13, 2003. Under the Extension Agreement,
  the Company agreed to extend the date on which Balsam is required to commence
  paying the Minimum Royalty Payments to January 15, 2007.

The consideration for the Extension
  Agreement was as follows:

| | 1. | Balsam issued to the Company 500,000 restricted shares
        of its common stock; and
| | -- | ---------------------------------------------------------------------------------------
| |    |                                                                                        
| | 2. | Balsam paid to the Company, $20,000.                                                   

The Technology and the Company patents
  and trademarks included in the Technology remain the property of the Company
  subject to the terms of the License granted under the Agreement. However, Balsam
  has a right of first refusal to acquire the intellectual property subject to
  the Agreement should the Company seek to dispose of the Technology during the
  currency of the Agreement. The Agreement supersedes all prior arrangements and
  agreements between the Company and Balsam in respect of the Technology.

|Note 9. | Loans Payable:
|------- | --------------

In 2005 and 2004, the Company received
  loans from four parties. The loans are unsecured, non-interest bearing, and
  due on demand. The balance due at March 31, 2006 and June 30, 2005 was $101,590
  and $73,290, respectively.

F-11

---

|Note 10. | Convertible Notes:
|-------- | ------------------

During the period from January through
  June 2003, the Company issued $550,000 of 10% convertible notes pursuant to
  Regulation S of the Securities Act of 1933. The convertible notes are due on
  or before December 31, 2005 and the holder of the note has the right to convert
  the note into the Companys common stock at any time prior to the maturity
  date. The note is convertible at the lesser of $.02 or 50% of the average trading
  price of the Companys common stock for the 10 trading days preceding the
  date of conversion. The proceeds and conversion of accounts payable, accounts
  payable-stockholder and due to stockholders of $550,000 were allocated between
  the note and the beneficial conversion, which were valued using the Black Scholes
  pricing model. The resulting fair value of the beneficial conversion of the
  note payable into common stock as defined in Emerging Issues Task Force (EITF)
  00-27 "Application of Issue No. 98-5 to Certain Convertible Instruments", in
  the amount of $550,000 is being amortized over the life of the note using the
  straight-line method, which approximates the interest method. The entire proceeds
  were allocated to the beneficial conversion right. The notes may be converted
  at the holder's sole option. The Company may at its option elect to pay a portion
  of the interest due by issuing the Companys common stock as defined in
  the convertible note agreement.

On April 23, 2004, an officer/stockholder
  converted a portion of a convertible note in the amount of $20,000. In accordance
  with the convertible note agreement, the Company has issued 1,000,000 common
  shares for the conversion and an additional 8,901 common shares to satisfy the
  accrued interest payable on the note.

On May 26, 2005, an officer/stockholder
  converted the balance of his convertible notes in the amount of $76,490. In
  accordance with the convertible note agreement, the Company issued 3,824,500
  common shares for the conversion and an additional 647,337 common shares to
  satisfy the accrued interest payable on the notes.

In June 2005 all of the remaining note
  holders converted their convertible notes in the amount of $453,510. In accordance
  with the convertibles note agreements the Company issued 22,675,500 common shares
  for the conversion and an additional 3,441,053 common shares to satisfy the
  accrued interest payable on the notes.

|Note 11. | Companys Continued Existence:
|-------- | ------------------------------

The accompanying financial statements
  have been prepared in conformity with accounting principles generally accepted
  in the United States of America, which contemplate continuation of the Company
  as a going concern. However, the Company has sustained substantial losses and
  is still in the development stage. Additional funding will be necessary to continue
  development and marketing of the product. The Company intends to arrange for
  the sale of additional shares of stock to obtain additional operating capital
  for at least the next twelve months. There can be no assurance the Company will
  be able to raise the necessary capital to continue in business.

F-12

---

|Note 12. | Merger:
|-------- | -------

On June 21, 2004, stockholders of the
  Company approved an agreement with an effective date of July 12, 2004 to merge
  with NorPac Technologies, Inc. (NorPac), a Nevada Corporation. On closing of
  the Merger Agreement:

| | • | NorPac was the surviving corporation of the Merger
        and continues to operate the Company's business.                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                   
| | • | The Company's shareholders received one share of common
        stock of NorPac for each 20 shares of the Company's common stock they
        own.

The impact of the merger was accounted
  for on a retroactive basis in the Companys financial statements.

F-13

---

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

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Management's Discussion
and Analysis or Plan of Operation and other sections of this quarterly report
constitute "forward-looking statements". These statements, identified by words
such as plan, "anticipate", "believe", "estimate", "should", "expect" and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. We advise you
to carefully review the reports and documents we file from time to time with the
Securities and Exchange Commission (the SEC), particularly our Annual Reports
on Form-10KSB, our Quarterly Reports on Form 10-QSB and our Current Reports on
Form 8-K.

INTRODUCTION

We are in the business of developing and marketing a patented
unique proprietary technology for a self-chilling beverage container (the Cool
Can Technology). We are currently in the development stage of our business. We
are in the process of taking our planned product from the conceptual stage of
development to the production of a prototype of a self-chilling beverage
container that we can use for testing purposes. If our testing efforts are
successful, we will then proceed to the marketing phase of our plan of operation
which involves marketing the self-chilling beverage container to beverage
manufacturers. We have not completed the development of a commercially viable
self-chilling beverage container to date. We have only achieved minimal revenues
to date. Our ability to pursue our plan of operation, as discussed below, is
contingent upon us achieving substantial financing, of which there is no
assurance. If we are not able to obtain additional financing on acceptable terms
we may pursue other business opportunities.

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

Recent Corporate Developments

Since the completion of our last fiscal quarter ended December
31, 2005 we have experienced the following corporate developments:

| | 1. | On April 18, 2006, we appointed Mr. John P. Thornton as a
      member of our board of directors. Mr. Thornton has been a self-employed
      business man and consultant in the securities industry in the Vancouver,
      British Columbia area since 1986. During the past five years, Mr. Thornton
      served as a director of several U.S. and Canadian public companies listed
      on TSX Venture Exchange, Canadian Venture Exchange, and Over-the-Counter
      Bulletin Board (OTCBB).
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 2. | On January 14, 2006, we entered into an agreement (the
      Extension Agreement) with Balsam Ventures, Inc. (Balsam), pursuant to
      which NorPac and Balsam agreed to amend the terms of their exclusive
      licensing agreement dated November 30, 2003 (the License Agreement).
      Under the                                                                                                                                                                                        

3

---

| |    | terms of the License Agreement, Balsam was to pay NorPac
        minimum royalties in the amount of $5,000 per month (the “Minimum
        Royalty Payments”), commencing on January 15, 2006. Under the Extension
        Agreement, NorPac agreed to extend the date on which Balsam is required
        to commence paying the Minimum Royalty Payments to January 15, 2007 in
        exchange for the following consideration: 500,000 shares of Balsam’s
        common stock; and a payment of $20,000 to NorPac. We received the payment
        of $20,000 and the 500,000 shares of Balsam’s common stock during
        the quarter ended March 31, 2006. See “License Agreement with Balsam
        Ventures, Inc.”, below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 3. | Following the conversion of all of our convertible notes
      into common shares, and the subsequent elimination of our quarterly
      interest expense and convertible note debt obligation at maturity date, we
      believe our reorganization activities are now complete. We believe that we
      are now in a better position to pursue either a joint venture with a
      strategic partner or other financing activities. We intend to raise the
      necessary financing for completion of production ready samples of our Cool
      Can product through collaboration with a strategic industry partner as a
      joint venture. In the event we are unable to reach agreement with a joint
      venture partner for completion of our plan of operation as stated, we
      anticipate that additional financing would be through the sales of our
      common stock or other equity- based securities. We do not have any
      arrangements or agreements in place with respect to a joint venture and/or
      for the sale of any of our securities and there is no assurance that we
      will be able to raise the additional capital that we require to continue
      our operations.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 4. | Our current cash reserves are only sufficient to enable
      us to operate on a short term basis. We continue to require additional
      financing if we are to continue as a going concern and to finance our
      business operations. As of March 31, 2006, we had cash of $354 available
      and a working capital deficit of $476,815. Our inability to achieve
      substantial financing has forced us to continue to reduce our business
      operations. We believe that market conditions and the unwillingness of
      investors to finance junior technology companies such as NorPac have
      contributed to our inability to raise additional capital. If we do not
      have sufficient funds to pursue our stated plan of operation, then we will
      scale back our plan of operation to concentrate solely on the product
      development phase of our plan of operation. In this event, we will pursue
      product development to the extent of our financial
  resources.                                                                                                                                                                                                     

License Agreement with Balsam Ventures, Inc.

In November, 2003 we entered into a license agreement (the
License Agreement) with Balsam Ventures, Inc. (Balsam), pursuant to which we
granted Balsam an exclusive license (the License) for a term of 40 years to
manufacture, use, exploit and sell our proprietary technology within the
countries comprising the European Union and China (the Exclusive Region). We
also granted Balsam a right of first refusal (the Right of First Refusal) to
purchase our proprietary technology and to license that technology for countries
that are not a party to the North American Free Trade Agreement and are outside
of the Exclusive Region. The License Agreement supersedes the original licensing
agreement that we had with Balsam dated June 5, 2002.

In consideration of the grant of the License and the Right of
First Refusal, Balsam agreed to:

|(1) | issue 5,000,000 restricted shares of its common stock to
      us; and
|--- | ----------------------------------------------------------------------
|    |                                                                       
|(2) | pay us the following royalties:                                       
|    |                                                                       
|    | (a)                                                                   
|    |                                                                       
|    | (b)                                                                   

Pursuant to the terms of the License Agreement, we were to
receive minimum royalty payments of $5,000

4

---

per month under the License Agreement, commencing on January
15, 2006 (the Minimum Royalty Payments). We entered into an extension
agreement with Balsam on January 14, 2006, pursuant to which we agreed to amend
the terms of the License Agreement to extend the date on which Balsam is
required to commence paying the Minimum Royalty Payments to January 15, 2007 in
exchange for the following consideration:

|(a) | 500,000 restricted shares of Balsams common stock;
      and  
|--- | ---------------------------------------------------------------
|    |                                                                
|(b) | $20,000, payable to NorPac on or before January 31,
      2006.

We received the payment of $20,000 and the 500,000 shares of
Balsams common stock during our fiscal third quarter ended March 31, 2006.

PLAN OF OPERATION

Due to the lack of necessary funding during the fiscal quarter
ended March 31, 2006, we have not been able to make significant progress in our
first phase. As such, our plan of operation for the next twelve months, subject
to our receiving the necessary additional financing, includes the following
components:

|1. | The first phase will be divided into two parts and
      involves engaging LNE Engineering Co., a third party contractor, to
      proceed with prototype development and production of samples of our
      self-chilling beverage container modules. This phase will include the
      following elements:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Phase 1 Prototype
      Development
    **Timeline**Part 1
      • Review of past progress.
    1
      month• Development of coils and
        suppliers for the associated parts.
    2 months• Development of trigger/valve
        mechanism.
    3 months• Development of charging
        and canning system.
    4 months• Fabrication of six engineering
        prototype samples.
    5 months• Plan, cost and schedule
        for production of 2,000 industry demonstration samples.
    6 monthsPart 2
    Production of
      2,000 industry demonstration samples.
    7.5 months


|2. | The second phase of our plan of operation involves
      consultation and feedback with all parties involved in the production and
      handling of our planned self-chilling beverage container. This phase would
      be undertaken upon completion of Phase 1, as outlined above. Consultation
      would include meeting and discussing our progress to date with aluminum
      can manufacturers, filler manufacturers, beverage canners and recycling
      entities. The focus of the consultation would be to determine what
      auxiliary equipment will be required for production of our planned
      self-chilling beverage containers and to develop blueprints and estimated
      costs for full-scale production.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | The third phase of our plan of operation is to market and
      pursue licensing of the Cool Can Technology. This phase is anticipated to
      include presentation of product-ready samples to the beverage industry. We
      would seek out qualified candidates for licensing of the product in
      various                                                                                                                                                                                                                                                                                                                                                                                                                      

5

---

countries and/or territories. We plan
to approach beverage manufacturers for joint venture opportunities in order to
drive consumer trials and to sample the finished product in the market.

We anticipate spending approximately $690,000 on our plan of
operation over the next twelve months, of which $380,000 is anticipated to be
spent over the next six months, subject to our receiving the necessary financing
to enable us to pursue our plan of operation. We will not be able to proceed
with our plan of operation unless we achieve significant additional financing.
If we achieve sufficient additional financing, of which there is no assurance,
then the estimated cost and timeframe for completion of each of the above
components of our plan of operation will be as follows:

|1. | Product development is estimated to be completed over a
      timeframe of 7.5 months at an estimated cost of $350,000, and is intended
      to result in the manufacturing of 2,000 industry demonstration
    samples.                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                               
|2. | Consultation feedback is estimated to take place over a
      timeframe of three months following completion of phase one at an
      estimated cost of $50,000.                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                               
|3. | Marketing and licensing will follow Phase 2 and is
      estimated to take three months at an estimated cost of $50,000.                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                               
|4. | General expenditures over the next twelve months are
      estimated to be $20,000 per month, consisting of $15,000 per month in
      general administrative expenses and $5,000 per month in legal and
      accounting expenses relating to compliance with our reporting obligations
      under the Exchange Act of 1934.

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

Third Quarter Ended March 31
    
    Nine Months Ended March 31Percentage
    
    
    
    PercentageIncrease /
    
    
    
    Increase /2006
    2005
    (Decrease)
    
    2006
    2005
    (Decrease)Revenue
    $50,000
    $ --
    N/A
    
    $50,000
    $ --
    N/AExpenses
    (15,268)
    (97,620)
    (84.4)%
    
    (98,981)
    (353,313)
    (72.0)%Net Income (Loss)
    $34,732
    $(97,620)
    135.6%
    
    $(48,981)
    $(353,313)
    (86.1)%


The increase in net income during the quarter compared to the
net loss in the comparable period ended March 31, 2005 is due primarily to: (i)
the payment of $20,000 and receipt of 500,000 restricted shares of Balsam
pursuant to the Extension Agreement, (ii) the fact that we did not incur any
interest expense relating to our outstanding convertible notes during the period
ended March 31, 2006; and (iii) the fact that we did not incur a realized loss
on available for sale securities during the period ended March 31, 2006.

Revenues

We do not anticipate earning revenues from the sale of our
products until such time as we have completed commercial development of products
incorporating our Cool Can Technology. Our revenues to date have consisted of
licensing fees received by us from the licensing of our Cool Can product. We
received the payment of $20,000 and the 500,000 restricted shares of Balsams
common stock in connection with the Extension Agreement with Balsam during our
fiscal third quarter ended March 31, 2006.

6

---

We have not earned any revenues from sales of our products to
date and have incurred total losses of $2,657,568 since our inception. We are
presently in the development stage of our business and we can provide no
assurance that we will be able to complete commercial development or
successfully sell or license products incorporating our Cool Can Technology once
the development is complete.

Operating Expenses

Our operating expenses for the interim periods ended March 31,
2006 and 2005 consisted of the following:

Third
        Quarter Ended March 31
      
      Nine Months Ended March 31Percentage
      
      
      
      Percentage2006
      2005
      Inc.
        / (Dec.)
      
      2006
      2005
      Inc.
        / (Dec.)Administrative Pre-Opening
      $15,268
      $39,020
      (60.9)%
      
      $98,981
      $134,851
      (26.6)%and Development ExpensesInterest Expense
      --
      58,600
      (100.0)%
      
      --
      176,137
      (100.0)%Realized Loss on Available-
      --
      --
      N/A
      
      --
      42,325
      (100.0)%For-Sale SecuritiesTotal Operating Expenses
      $15,268
      $97,620
      (84.4)%
      
      $98,981
      $353,313
      (72.0)%


The decrease in our total expenses for the third quarter and
nine month period ended March 31, 2006 when compared to our total expenses for
the third quarter and nine month period ended March 31, 2005, were primarily
attributable to: (i) a decrease in our administrative pre-opening and
development expenses, (ii) the fact that we did not incur any interest expense
relating to the outstanding convertible notes, and (iii) the fact we had no
realized loss on available for sale securities. The decrease in our
administrative pre-opening and development expenses for the quarter ended March
31, 2006 compared to the quarter ended March 31, 2005, was due to a decrease in
professional and management fees.

We anticipate that our operating expenses will increase
significantly if we are able to obtain the financing necessary to continue with
the development of our Cool Can product and related technology in accordance
with our plan of operation.

LIQUIDITY AND FINANCIAL CONDITION

|Working Capital           |                         |                        |                      
|------------------------- | ----------------------- | ---------------------- | ---------------------
|                          |                         |                        | Percentage           
|                          | At
      March 31, 2006 | At
      June 30, 2005 | Increase / (Decrease)
|Current Assets            | $7,207                  | $2,557                 | 182%                 
|Current Liabilities       | (484,022)               | (406,794)              | 19%                  
|Working Capital (Deficit) | $(476,815)              | $(404,237)             | 18%                  

|Cash Flows                                           |                            |          
|---------------------------------------------------- | -------------------------- | ---------
|                                                     | Nine Months Ended March 31
|                                                     | 2006                       | 2005     
|Cash Flows (Used In)
      Operating Activities      | $(28,253)                  | $(52,132)
|Cash Flows From (Used In) Investing
      Activities | --                         | 11,225   
|Cash Flows From Financing
      Activities           | 28,300                     | 40,772   
|Net Increase (Decrease) In Cash During Period        | $47                        | $(135)   

7

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The increase in our working capital deficit for the nine months
ended March 31, 2006 is primarily attributable to a 19.0% increase in our
current liabilities which increased during the nine months ended March 31, 2006
due to amounts payable incurred in connection with our operating and business
development activities. Our current monthly cash requirements are approximately
$20,000 per month. Our current cash reserves are not sufficient to enable us to
operate even on a short term basis. Further, we require approximately $690,000
in order to carry out our plan of operation over the next twelve months.

We intend to raise the necessary financing for completion of
production ready samples of our Cool Can product through collaboration with a
strategic industry partner as a joint venture. In the event we are unable to
reach agreement with a joint venture partner for completion of our plan of
operation as stated, we anticipate that additional financing would be through
the sales of our common stock or other equity-based securities. We do not have
any arrangements or agreements in place with respect to a joint venture and/or
for the sale of any of our securities and there is no assurance that we will be
able to raise the additional capital that we require to continue our operations.

We anticipate that we will continue to incur losses for the
foreseeable future as we expect to incur substantial product development,
marketing and operating expenses in implementing our plan of operation. Our
future financial results are uncertain due to a number of factors, many of which
are outside of our control. These factors include, but are not limited to:

| | (a) | our ability to develop a commercially marketable Cool Can
      product;                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                        
| | (b) | the success of our planned license agreements for the
      Cool Can Technology that we develop;                                       
| |     |                                                                                                                                        
| | (c) | our ability to raise additional capital necessary to
      implement our business strategy and plan of operation;                      
| |     |                                                                                                                                        
| | (d) | our ability to compete with other chilled beverage
      container technology; and                                                     
| |     |                                                                                                                                        
| | (e) | the success of any marketing and promotional campaign
      which we conduct for our Cool Can product once development is
    complete.

The financial statements accompanying this quarterly report
contemplate our continuation as a going concern. However, we have sustained
substantial losses and are still in the development stage. Additional funding
will be necessary to continue development and marketing of our product. There
can be no assurance that we will be able to raise the necessary capital to
continue our business.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires our management
to make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

We have identified a certain accounting policy, described
below, that is most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 1 to the financial statements included in this Quarterly
Report.

8

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Intangibles

Intangible assets are amortized using the straight-line method
over 10 years. In accordance with Statement of Financial Accounting Standards
(SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
as circumstances dictate, we evaluate whether changes have occurred that would
require revision of the remaining estimated lives of recorded long-lived assets,
including intangibles, or render those assets not recoverable. If such
circumstances arise, recoverability is determined by comparing the undiscounted
net cash flows of long-lived assets to their respective carrying values. The
amount of impairment, if any, is measured based on the projected discounted cash
flows using an appropriate discount rate. At this time, we believe that no
significant impairment of the remaining intangibles has occurred and that no
reduction of the estimated useful lives of such assets is warranted.
Amortization expense for each of the quarters ended March 31, 2006 and 2005 was
$600 and accumulated amortization was $16,200 and $13,800, respectively.
Estimated amortization expense is $2,400 for each of the next three years and
$600 for the fourth year.

RISKS AND UNCERTAINTIES

We May Not Be Able To Continue Our Business As A Going
Concern

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

We Require Additional Financing To Continue Our Plan of
Operation

Our plan of operation calls for significant expenses in
connection with the development of our Cool Can product. Our current operating
funds are insufficient to complete our plan of operation which will require an
estimated $690,000 to be spent over the next twelve months developing and
marketing a prototype of our Cool Can product in order to accomplish our
objectives.

As of March 31, 2006, being the date of our most recent
financial statements, we had cash of $354 available and a working capital
deficit of $476,815. Therefore, we will need to obtain additional financing in
order to complete our prototype development. We will also require additional
financing if the costs of our Cool Can product development are greater than
anticipated. There is no assurance that actual cash requirements will not exceed
our estimates. In particular, additional capital may be required in the event
that:

| | (a) | we incur unexpected costs in completing the development
      of our prototype or encounter any unexpected technical or other
      difficulties;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                  
| | (b) | we incur delays and additional expenses as a result of
      technology failure;                                                                 
| |     |                                                                                                                                                  
| | (c) | we are unable to create a substantial market for our
      products; or                                                                          
| |     |                                                                                                                                                  
| | (d) | we incur any significant unanticipated
  expenses.                                                                                               

9

---

The occurrence of any of the aforementioned events could
adversely affect our ability to meet our plan of operation. If we are unable to
obtain additional financing in the amounts and on terms deemed acceptable to us,
our business and future success may be adversely affected.

Our Product Development Program May Not Be Successful

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

If We Are Unable To Achieve Market Acceptance For Our
Products, We Will Be Unable To Build Our Business

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

We Have A Limited Operating History

We have a relatively short operating history and we are
involved in a rapidly evolving and unpredictable industry. As of March 31, 2006,
being the date of our most recent financial statements, we had a working capital
deficit of $476,815. We will need to generate significant revenues to achieve
profitability, which may not occur. We expect operating expenses to increase as
a result of the further implementation of our business plan. Even if we achieve
profitability, we may be unable to sustain or increase profitability on a
quarterly or annual basis in the future. It is possible that we will never
achieve profitability.

We may conduct further offerings in the future in which case
your shareholdings will be diluted.

Since our inception we have relied on equity sales of our
common stock to fund our operations. We may conduct further equity offerings in
the future to finance our current projects or to finance subsequent projects
that we decide to undertake. If common stock is issued in return for additional
funds, the price per share could be lower than that paid by our current
stockholders. We anticipate continuing to rely on equity sales of our common
stock in order to fund our business operations. If we issue additional stock,
your percentage interest in us will be lower. This condition is often referred
to as "dilution". The result of this could reduce the value of your stock.

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

The Securities and Exchange Commission (the SEC) has adopted
rules that regulate broker-dealer practices in connection with transactions in
penny stocks. Penny stocks are generally equity securities with a price of less
than $5.00, other than securities registered on certain national securities
exchanges

10

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or quoted on the Nasdaq system, provided that current price and
volume information with respect to transactions in such securities is provided
by the exchange or quotation system.

Because our securities constitute "penny stocks" within the
meaning of the rules, the rules apply to us and to our securities. The rules may
further affect the ability of owners of shares to sell our securities in any
market that might develop for them. As long as the trading price of our common
stock is less than $5.00 per share, the common stock will be subject to Rule
15g-9 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that:

| | 1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                          
| | 2. | contains a description of the broker's or dealer's duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
| |    |                                                                                                                                                                                                                                          
| | 3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
| |    |                                                                                                                                                                                                                                          
| | 4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
| |    |                                                                                                                                                                                                                                          
| | 5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
| |    |                                                                                                                                                                                                                                          
| | 6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that, prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock.

11

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**ITEM
3.****CONTROLS AND PROCEDURES.**

Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer has concluded that these disclosure controls and procedures
are effective. There were no changes in our internal control over financial
reporting during the quarter ended March 31, 2006 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

12

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PART II - OTHER INFORMATION

ITEM
1.               
LEGAL PROCEEDINGS.

None.

ITEM
2.               
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM
3.               
DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM
5.               
OTHER INFORMATION.

None.

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

(a)           Exhibits

The following exhibits are either provided with this Quarterly
Report or are incorporated herein by reference:

|Exhibit Number |  | Description of Exhibit                                                                                                                                               
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                      
|3.1            |  | Articles of Incorporation and Bylaws.(1)                                                                                                                             
|               |  |                                                                                                                                                                      
|3.2            |  | Articles of Merger.(6)                                                                                                                                               
|               |  |                                                                                                                                                                      
|3.3            |  | Bylaws as amended.(6)                                                                                                                                                
|               |  |                                                                                                                                                                      
|10.1           |  | Sale of Patent Agreement dated as of June 15, 1998
      between Cool Can Technologies, Inc. and Edward Halimi.(1)                                                   
|               |  |                                                                                                                                                                      
|10.2           |  | Patent and Technology Transfer Agreement dated April 18,
      2001 among Cool Can Technologies, Inc., David St. James, Melanie St. James
      and Edward Halimi.(2)
|               |  |                                                                                                                                                                      
|10.3           |  | Exclusive License Agreement dated June 5, 2002 between
      Balsam Ventures, Inc., and Cool Can Technologies Inc.(3)                                                
|               |  |                                                                                                                                                                      
|10.4           |  | Form of Convertible Note.(5)                                                                                                                                         
|               |  |                                                                                                                                                                      
|10.5           |  | Form of Subscription Agreement between Cool Can
      Technologies, Inc. and the Convertible Noteholders.(5)                                                         
|               |  |                                                                                                                                                                      
|10.6           |  | Exclusive License Agreement dated for reference November
      30, 2003 between Balsam Ventures, Inc., and Cool Can Technologies
      Inc.(4)                       
|               |  |                                                                                                                                                                      
|10.7           |  | Agreement and Plan of Merger Agreement dated effective
      May 21, 2004 among Cool Can Technologies, Inc. and NorPac Technologies,
      Inc.(7)                   

13

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|Exhibit Number |  | Description of Exhibit                                                                                                                                    
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                           
|10.8           |  | Extension Agreement
        dated as of January 14, 2006 between NorPac Technologies, Inc. and Balsam
        Ventures, Inc.(8)                           
|               |  |                                                                                                                                                           
|31.1           |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.
|               |  |                                                                                                                                                           
|32.1           |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.

|(1) | Filed with the SEC as an exhibit to our registration
      statement on Form 10SB originally filed on August 26, 1999, as
    amended.
|--- | --------------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed with the SEC as an exhibit to our annual report on
      Form 10-KSB for the year ended June 30, 2001.                          
|(3) | Filed with the SEC on June 20, 2002 as an exhibit to our
      current report on Form 8-K.                                            
|(4) | Filed with the SEC on January 9, 2004 as an exhibit to
      our current report on Form 8-K.                                          
|(5) | Filed with the SEC as an exhibit to our annual report on
      Form 10-KSB for the year ended June 30, 2002.                          
|(6) | Filed with the SEC as an exhibit to our annual report on
      Form 10-QSB for the fiscal period ended September 30, 2003.            
|(7) | Filed with the SEC on July 8, 2004 as an exhibit to our
      current report on Form 8-K.                                             
|(8) | Filed with the SEC as an exhibit to our current report on
      Form 8-K filed January 19, 2006.                                      

(b)          
Reports on Form 8-K:

The following Current Reports on Form 8-K were filed since the
beginning of the quarterly period ended March 31, 2006:

Date of Reporton Form 8-K(YYYY/MM/DD)
    Date of
      Filingwith the SEC(YYYY/MM/DD)
    Description of the
      Form 8-K2006/04/18
    2006/04/21
    Disclosure of appointment of John Thornton to the board
      of directors of NorPac.2006/01/14
    2006/01/19
    Disclosure of extension agreement with Balsam Ventures
      Inc.


14

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SIGNATURES

In accordance with the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|      |              |  | NORPAC TECHNOLOGIES
|----- | ------------ |  | -------------------
|      |              |  |                    
|      |              |  |                    
|Date: | May 15, 2006 |  | By:                
|      |              |  |                    
|      |              |  |                    
|      |              |  |                    
|      |              |  |                    

---