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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended September 30, 2007

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

For the transition period from _____to _____

COMMISSION FILE NUMBER000-27147

NORPAC TECHNOLOGIES, INC.(Exact name of small business issuer as specified in its
charter)

|NEVADA                                                               | 95-4705831                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

Suite 410 - 103 East Holly Street, Bellingham, WA 98225(Address of principal executive offices)

(360) 201-9591(Issuer's telephone number)

N/A(Former name, former address and former
fiscal year, if changed since last report)

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

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 November
5, 2007, the issuer had 37,597,890 shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [
] No [ X ]

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PART I - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

2

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NORPAC TECHNOLOGIES, INC.(A Development Stage Company)

FINANCIAL STATEMENTS

(Unaudited)

SEPTEMBER 30, 2007

F-1

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|NORPAC TECHNOLOGIES, INC.    
|-----------------------------
|(A Development Stage Company)
|                             
|BALANCE SHEET                
|(unaudited)                  

|                                                           |   | September 30, |  
|---------------------------------------------------------- | - | ------------- | -
|                                                           |   | 2007          |  
|ASSETS                                                     |   |               |  
|                                                           |   |               |  
|CURRENT ASSETS:                                            |   |               |  
|Cash                                                       | $ | 454           |  
|Total Current Assets                                       |   | 454           |  
|                                                           |   |               |  
|AVAILABLE-FOR-SALE SECURITIES (Note 4)                     |   | 332,700       |  
|                                                           |   |               |  
|LOANS RECEIVABLE (Note 5)                                  |   | 651,039       |  
|                                                           |   |               |  
|                                                           | $ | 984,193       |  
|                                                           |   |               |  
|                                                           |   |               |  
|                                                           |   |               |  
|LIABILITIES AND STOCKHOLDERS EQUITY                       |   |               |  
|                                                           |   |               |  
|CURRENT LIABILITIES:                                       |   |               |  
|Accounts payable and accrued liabilities                   | $ | 136,544       |  
|Loans payable (Note
      7)                               |   | 15,000        |  
|Total
      Current Liabilities                            |   | 151,544       |  
|                                                           |   |               |  
|STOCKHOLDERS EQUITY (Note 9):                             |   |               |  
|Authorized:                                                |   |               |  
|100,000,000
      shares of common stock, $0.001 par value |   |               |  
|100,000,000 shares of preferred stock, $0.001 par value    |   |               |  
|Issued and outstanding:                                    |   |               |  
|37,597,890 shares of common stock                          |   | 37,597        |  
|Additional paid-in capital                                 |   | 3,467,383     |  
|Deficit accumulated
      during the development stage     |   | (2,790,581    | )
|Accumulated other comprehensive
      income               |   | 118,250       |  
|                                                           |   | 832,649       |  
|                                                           |   |               |  
|                                                           | $ | 984,193       |  

The accompanying notes are an integral part of these financial
  statements.

F-2

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|NORPAC TECHNOLOGIES, INC.                      
|-----------------------------------------------
|(A Development Stage Company)                  
|                                               
|STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|(unaudited)                                    

|                                                              |   |                    |   |   |               |   |   | Period From     |  
|------------------------------------------------------------- | - | ------------------ | - | - | ------------- | - | - | --------------- | -
|                                                              |   |                    |   |   |               |   |   | Inception       |  
|                                                              |   |                    |   |   |               |   |   | (April 1, 1998) |  
|                                                              |   | Three Months Ended |   |   | Through       |  
|                                                              |   | September 30,      |   |   | September 30, |  
|                                                              |   | 2007               |   |   | 2006          |   |   | 2007            |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Revenues                                                      | $ | -                  |   | $ | -             |   | $ | 303,000         |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Administrative pre-opening and development
      expenses     |   | (40,840            | ) |   | (34,129       | ) |   | (1,761,954      | )
|Interest expense                                              |   | -                  |   |   | -             |   |   | (679,541        | )
|Impairment of intangibles                                     |   | -                  |   |   | -             |   |   | (24,800         | )
|Stock-based expenses                                          |   | -                  |   |   | -             |   |   | (624,000        | )
|Realized loss on available-for-sale securities                |   | -                  |   |   | -             |   |   | (42,325         | )
|                                                              |   |                    |   |   |               |   |   |                 |  
|Loss before interest income                                   |   | (40,840            | ) |   | (34,129       | ) |   | (2,829,620      | )
|                                                              |   |                    |   |   |               |   |   |                 |  
|Interest income                                               |   | 12,341             |   |   | -             |   |   | 39,039          |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Net loss                                                      |   | (28,499            | ) |   | (34,129       | ) |   | (2,790,581      | )
|                                                              |   |                    |   |   |               |   |   |                 |  
|Unrealized gain (loss) on available-for-sale
      securities |   | (194,075           | ) |   | (166,350      | ) |   | 118,250         |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Comprehensive loss                                            | $ | (222,574           | ) | $ | (200,479      | ) | $ | (2,672,331      | )
|                                                              |   |                    |   |   |               |   |   |                 |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Basic and diluted net loss per common share                   | $ | (0.00              | ) | $ | (0.00         | ) |   |                 |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Weighted average number of outstanding shares                 |   | 37,597,890         |   |   | 35,165,390    |   |   |                 |  

The accompanying notes are an integral part of these 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) |  
|                                                                                     |   | Three Months Ended |   |   | Through       |  
|                                                                                     |   | September 30,      |   |   | September 30, |  
|                                                                                     |   | 2007               |   |   | 2006          |   |   | 2007            |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                |   |                    |   |   |               |   |   |                 |  
|Net loss                                                                             | $ | (28,499            | ) | $ | (34,129       | ) | $ | (2,790,581      | )
|Adjustments to reconcile
      net loss to net cash flows from operating activities: |   |                    |   |   |               |   |   |                 |  
|Amortization expense                                                                 |   | -                  |   |   | 600           |   |   | 19,200          |  
|Compensation expense,
      options to nonemployees                                  |   | -                  |   |   | -             |   |   | 504,000         |  
|Receipt of available-for-sale securities                                             |   | -                  |   |   | -             |   |   | (268,000        | )
|Fair value of common
      stock issued over carrying amount of debt                 |   | -                  |   |   | -             |   |   | 120,000         |  
|Realized loss on sales of available-for-sale
      securities                        |   | -                  |   |   | -             |   |   | 42,325          |  
|Amortization of
      original issue discount                                        |   | -                  |   |   | -             |   |   | 550,000         |  
|Impairment loss on intangibles                                                       |   | -                  |   |   | -             |   |   | 24,800          |  
|Changes in operating
      assets and liabilities:                                   |   |                    |   |   |               |   |   |                 |  
|Increase in accrued interest receivable                                              |   | (12,341            | ) |   | -             |   |   | (39,039         | )
|Increase in accounts
      payable and accrued liabilities                           |   | 35,205             |   |   | 21,852        |   |   | 216,325         |  
|Increase in accrued interest payable                                                 |   | -                  |   |   | -             |   |   | 127,380         |  
|Increase in accounts
      payable, stockholders                                     |   | -                  |   |   | -             |   |   | 369,346         |  
|Increase in due to stockholders                                                      |   | -                  |   |   | -             |   |   | 20,776          |  
|Net cash flows from operating
      activities                                       |   | (5,635             | ) |   | (11,677       | ) |   | (1,103,468      | )
|                                                                                     |   |                    |   |   |               |   |   |                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                |   |                    |   |   |               |   |   |                 |  
|Proceeds from sale of available-for-sale
      securities                            |   | -                  |   |   | -             |   |   | 11,225          |  
|Advances under loan
      receivable agreements                                      |   | -                  |   |   | -             |   |   | (612,000        | )
|Purchase of intangibles                                                              |   | -                  |   |   | -             |   |   | (44,000         | )
|Net cash flows from investing
      activities                                       |   | -                  |   |   | -             |   |   | (644,775        | )
|                                                                                     |   |                    |   |   |               |   |   |                 |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                |   |                    |   |   |               |   |   |                 |  
|Collection of subscription receivable                                                |   | -                  |   |   | -             |   |   | 10,000          |  
|Issuance of common
      stock                                                       |   | -                  |   |   | -             |   |   | 1,292,269       |  
|Net proceeds from due to stockholders                                                |   | -                  |   |   | -             |   |   | 348,928         |  
|Proceeds from (repayment
      of) loans payable                                     |   | 5,000              |   |   | (500          | ) |   | 15,000          |  
|Issuance of convertible notes                                                        |   | -                  |   |   | -             |   |   | 82,500          |  
|Net cash flows from financing
      activities                                       |   | 5,000              |   |   | (500          | ) |   | 1,748,697       |  
|                                                                                     |   |                    |   |   |               |   |   |                 |  
|Increase (decrease) in cash                                                          |   | (635               | ) |   | (12,177       | ) |   | 454             |  
|Cash:                                                                                |   |                    |   |   |               |   |   |                 |  
|Beginning                                                                            |   | 1,089              |   |   | 16,887        |   |   | -               |  
|                                                                                     |   |                    |   |   |               |   |   |                 |  
|Ending                                                                               | $ | 454                |   | $ | 4,710         |   | $ | 454             |  
|                                                                                     |   |                    |   |   |               |   |   |                 |  
|SUPPLEMENTAL CASH FLOWS INFORMATION:                                                 |   |                    |   |   |               |   |   |                 |  
|                                                                                     |   |                    |   |   |               |   |   |                 |  
|Cash paid
      for interest                                                         | $ | -                  |   | $ | -             |   | $ | 2,182           |  
|                                                                                     |   |                    |   |   |               |   |   |                 |  
|NONCASH INVESTING AND FINANCING ACTIVITIES:                                          |   |                    |   |   |               |   |   |                 |  
|                                                                                     |   |                    |   |   |               |   |   |                 |  
|Stock issued for amount
      due to stockholders                                    | $ | -                  |   | $ | -             |   | $ | 233,125         |  
|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         |  

The accompanying notes are an integral part of these financial
  statements.

F-4

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|NORPAC TECHNOLOGIES, INC.    
|-----------------------------
|(A Development Stage Company)
|                             
|NOTES TO FINANCIAL STATEMENTS
|(unaudited)                  

|1. | History and Organization of the Company
|-- | ---------------------------------------

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. 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 previously owned a patent for a self-chilling beverage container
  and related component parts (the Cool Can Technology) in the United
  States and certain foreign countries. Subsequent to September 30, 2007, the
  Company determined that the patents for the Cool Can Technology have expired.
  As a result, management has decided to abandon the development of the Cool Can
  Technology and is in the process of reorganizing the Companys business
  and is seeking and evaluating alternative business opportunities.

On November 7, 2006, the Company entered
  into an Agreement and Plan of Merger (Merger Agreement) for a merger
  with Nextdigital Corp. (Nextdigital), a Nevada company engaged in
  the provision of smart card solutions to the international marketplace. Under
  the terms of the Merger Agreement, the Company would have merged with Nextdigital
  and changed its name to Nextdigital Corporation. The Merger Agreement also provided
  that the Company would have issued one share of the Companys common stock
  in exchange for each outstanding share of common stock of Nextdigital. At the
  Merger Agreement date, Nextdigital had 21,421,600 shares of common stock outstanding.
  On February 15, 2007 the Company received notice from Nextdigital that it was
  electing not to proceed with the Merger Agreement because it believed its shareholders
  would not approve it. During the year ended June 30, 2007, the Company made
  advances to Nextdigital amounting to $612,000 under a series of unsecured loan
  agreements. The Company is presently negotiating with Nextdigital the repayment
  of all amounts loaned to Nextdigital (see Note 5).

The Company is considered to be in the
  development stage. 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 significant revenue
  from operations. Research and development costs are expensed as incurred.

These financial statements have been
  prepared in conformity with accounting principles generally accepted in the
  United States for interim financial information. The accompanying financial
  statements do not include all information and footnote disclosures required
  for a complete presentation prepared under accounting principles generally accepted
  in the United States. The interim period financial statements should be read
  together with the audited financial statements and the accompanying notes for
  the year ended June 30, 2007 included in the Companys annual report on
  form 10-KSB. In the opinion of management, all adjustments (consisting solely
  of normal recurring accruals) considered necessary for a fair presentation of
  financial position, results of operations and cash flows as of September 30,
  2007 and for all periods presented have been included. Interim results for the
  period ended September 30, 2007 are not necessarily indicative of the results
  that may be expected for the fiscal year as a whole.

F-5

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|NORPAC TECHNOLOGIES, INC.    
|-----------------------------
|(A Development Stage Company)
|                             
|NOTES TO FINANCIAL STATEMENTS
|(unaudited)                  

|2. | Going Concern
|-- | -------------

The accompanying financial statements
  have been prepared in conformity with accounting principles generally accepted
  in the United States, which contemplate continuation of the Company as a going
  concern. However, the Company has sustained substantial losses and is still
  in the development stage. These financial statements do not include any adjustments
  that might result from this uncertainty.

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.

|3. | Significant Accounting Policies
|-- | -------------------------------

The financial statements of the Company
  have been prepared in conformity with accounting principles generally accepted
  in the United States and are stated in U.S. dollars. The significant accounting
  policies adopted by the Company are as follows:

(a) Use of estimates

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

(b) Foreign currency translation

The functional currency of the Company
  is the United States dollar. Monetary assets and liabilities denominated in
  a foreign currency are translated at the exchange rate in effect at the balance
  sheet date while non-monetary assets and liabilities are translated at historical
  rates. Revenue and expense items denominated in a foreign currency are translated
  at exchange rates prevailing when such items are recognized in the statement
  of operations. Exchange gains and losses arising on transactions denominated
  in foreign currency are included in the statement of operations.

(c) Cash and cash equivalents

The Company considers cash held at banks
  and all highly liquid investments with original maturities of three months or
  less to be cash and cash equivalents. As of September 30, 2007, cash and cash
  equivalents consists of cash only.

F-6

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|NORPAC TECHNOLOGIES, INC.    
|-----------------------------
|(A Development Stage Company)
|                             
|NOTES TO FINANCIAL STATEMENTS
|(unaudited)                  

|3. | Significant Accounting Policies (continued)
|-- | -------------------------------------------

(d) Loans receivable

Loans receivable are reported at the
  outstanding principal balance adjusted for any charge-offs and reserve for loan
  losses. Management does not believe a reserve for loan losses is necessary at
  September 30, 2007. When determining the reserve for loan losses, management
  considers if any events or changes in circumstances indicate uncollectibility.
  When a loan is determined to be uncollectible, it is charged against the loss
  reserve. Loans are not collateralized. Because of inherent uncertainties in
  estimating the reserve for loan losses, it is at least reasonably possible that
  the estimates used will change in the near term. Interest on loans is recognized
  when earned. Interest on loans is generally not recognized when loans become
  past due. Thereafter, no interest is taken into income until such time as the
  borrower demonstrates the ability to resume payments. There were no past due
  loans at September 30, 2007. Based on current loan interest rates, management
  does not believe exposure to interest rate sensitivity is significant. Management
  periodically reviews loans outstanding to determine if any loans are impaired.
  Impaired loans, if any, are adjusted to estimated net realized value through
  the loan loss reserve.

(e) Intangible assets

Intangible assets are recorded at cost.
  Amortization is calculated using the straight-line method over the useful lives
  of the assets. In accordance with Statement of Financial Accounting Standards
  (SFAS) 144, Accounting for the Impairment or Disposal of Long-Lived
  Assets, the Company reviews all long-lived assets for impairment whenever
  events or changes in circumstances indicate that the carrying amount of an asset
  may not be recoverable. Recoverability of assets to be held and used is measured
  by a comparison of the carrying amount of an asset to future net cash flows
  expected to be generated by the assets. If such assets are considered to be
  impaired, the impairment recognized is measured by the amount by which the carrying
  amount of the assets exceeds the fair value of the assets. Assets to be disposed
  of are reported at the lower of the carrying amount or fair value less costs
  to sell.

(f) Income taxes

Deferred taxes are recorded using the
  liability method. A deferred tax asset or liability is recorded for all temporary
  differences between financial and tax reporting and net operating loss carryforwards.
  Deferred tax expenses (benefit) result from the net change during the period
  of deferred tax assets and liabilities.

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 enactment.

(g) Fair value of financial instruments

The Company's financial instruments consist
  of cash, available-for-sale securities, loans receivable, accounts payable and
  accrued liabilities and loans payable. It is management's opinion that the Company
  is not exposed to significant interest, currency or credit risks arising from
  these financial instruments. The fair value of these financial instruments,
  other than available-for-sale securities, approximates their carrying values
  because of the short-term nature of these financial instruments. Available-for-sale
  securities are recorded at their fair market values determined by quoted market
  prices.

F-7

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|NORPAC TECHNOLOGIES, INC.    
|-----------------------------
|(A Development Stage Company)
|                             
|NOTES TO FINANCIAL STATEMENTS
|(unaudited)                  

|3. | Significant Accounting Policies (continued)
|-- | -------------------------------------------

(h) Advertising expenses

The Company expenses advertising costs
  as incurred. There were no advertising expenses incurred by the Company for
  the periods ended September 30, 2007 and 2006.

(i) Stock-based compensation

Effective January 1, 2006, the Company
  adopted SFAS123(R), "Share-Based Payment," and related interpretations
  which superseded Accounting Principles Board (APB) Opinion 25, Accounting
  for Stock Issued to Employees. SFAS 123(R) requires that all stock-based
  compensation be recognized as an expense in the financial statements and that
  such cost be measured at the fair value of the award. This statement was adopted
  using the modified prospective method, which requires the Company to recognize
  compensation expense on a prospective basis. The fair value of stock-based compensation
  is determined using the Black-Scholes valuation model, which is consistent with
  the Companys valuation techniques previously utilized for stock-based
  awards in footnote disclosures required under SFAS 123, Accounting
  for Stock-Based Compensation. Prior to January 1, 2006, the Company
  accounted for share-based compensation under the recognition and measurement
  provisions of APB Opinion 25, as permitted by SFAS 123. Under APB Opinion 25,
  compensation expense was recorded using the intrinsic method where compensation
  expense under fixed term option plans was recorded at the date of grant only
  to the extent that the market value of the underlying stock at the date of grant
  exceeded the exercise price. As a result of adopting SFAS 123(R) on January
  1, 2006, the Companys net loss for the period ended September 30, 2007
  and 2006 were no different than if it had continued to account for stock-based
  compensation under SFAS 123. Basic and diluted loss per share for the periods
  ended September 30, 2007 and 2006 were no different than if it had continued
  to account for share-based compensation under SFAS 123.

The following table shows the pro forma
  effect on net loss had compensation expense been determined based on the fair
  value at the award grant date, in accordance with SFAS 123:

| |                          |   |                     |  
| | ------------------------ | - | ------------------- | -
| |                          |   | Period From         |  
| |                          |   | Inception (April 1, |  
| |                          |   | 1998) Through       |  
| |                          |   | September 30,       |  
| |                          |   | 2007                |  
| |                          |   |                     |  
| | Net loss                 | $ | (2,790,581          | )
| |                          |   |                     |  
| | Pro forma net loss       | $ | (2,838,581          | )
| |                          |   |                     |  
| | Stock based compensation |   |                     |  
| | As reported              | $ | 504,000             |  
| | Proforma                 | $ | 552,000             |  

There were no options granted or vested
  during the three months ended September 30, 2007 and 2006.

F-8

---

|NORPAC TECHNOLOGIES, INC.    
|-----------------------------
|(A Development Stage Company)
|                             
|NOTES TO FINANCIAL STATEMENTS
|(unaudited)                  

|3. | Significant Accounting Policies (continued)
|-- | -------------------------------------------

(j) Loss per common share

Basic net loss per share is computed
  by dividing the net loss for the year by the weighted average number of shares
  of common stock outstanding during the year. Diluted earnings per share takes
  into consideration shares of common stock outstanding (computed under basic
  earnings per share) and potentially dilutive securities. As of September 30,
  2007, the 432,500 warrants outstanding have been excluded from diluted net loss
  per common share as they were anti-dilutive.

(k) Comprehensive loss

The Company has adopted SFAS 130, Reporting
  Comprehensive Income, which establishes guidelines for the reporting
  and display of comprehensive income (loss) and its components in financial statements.
  Comprehensive loss consists of the Companys net loss and unrealized gain
  (loss) on available-for-sale securities.

(l) Development stage

The Company is a development stage company
  as defined in SFAS 7, Accounting and Reporting by Development Stage
  Enterprises,as it is devoting substantially all of its efforts to
  establish a new business and planned principal operations have not yet commenced.

(m) Recent accounting pronouncements

In July 2006, the FASB issued FIN 48,
  Accounting for Uncertainty in Income Taxes-an Interpretation of SFAS
  109.This Interpretation provides guidance for recognizing and measuring
  uncertain tax positions, as defined in SFAS 109, Accounting for Income
  Taxes.FIN 48 prescribes a threshold condition that a tax position
  must meet for any of the benefit of an uncertain tax position to be recognized
  in the financial statements. Guidance is also provided regarding derecognition,
  classification and disclosure of uncertain tax positions. FIN 48 is effective
  for fiscal years beginning after December 15, 2006. The Company adopted FIN
  48 effective July 1, 2007 and there was no impact on financial position, results
  of operations or cash flows.

In September 2006, the FASB issued SFAS
  157, Fair Value Measurements. SFAS 157 establishes a framework
  for measuring the fair value of assets and liabilities. This framework is intended
  to provide increased consistency in how fair value determinations are made under
  various existing accounting standards which permit, or in some cases require,
  estimates of fair market value. SFAS 157 is effective for fiscal years beginning
  after November 15, 2007, and interim periods within those fiscal years. Earlier
  application is encouraged, provided that the reporting entity has not yet issued
  financial statements for that fiscal year, including any financial statements
  for an interim period within that fiscal year.

In February 2007, the FASB issued SFAS
  159, The Fair Value Option for Financial Assets and Financial Liabilities,
  which permits an instrument election to account for selected financial assts
  and liabilities at fair value. SFAS 159 is effective for fiscal years beginning
  after November 15, 2007, with early adoption permitted as of January 1, 2007.
  The Company is currently evaluating the impact of SFAS 159 will have on the
  Statements of Operations and Balance Sheet.

F-9

---

|NORPAC TECHNOLOGIES, INC.    
|-----------------------------
|(A Development Stage Company)
|                             
|NOTES TO FINANCIAL STATEMENTS
|(unaudited)                  

|3. | Significant Accounting Policies (continued)
|-- | -------------------------------------------

(m) Recent accounting pronouncements
  (continued)

In June 2007, the Emerging Issues Task
  Force (EITF) of the FASB issued EITF Issue No. 07-03, Accounting
  for Nonrefundable Advance Payments for Goods or Services to be Used in Future
  Research and Development Activities, which is effective for fiscal
  years beginning afterDecember 15, 2007. EITF Issue No. 07-03 requires
  that nonrefundable advance payments for future research and development activities
  be deferred and capitalized. Such amounts will be recognized as an expense as
  the goods are delivered or the related services are performed. The Company does
  not expect the adoption of EITF Issue No 07-03 to have a material impact on
  the financial results of the Company.

|4. | 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.

| |                                        |   |                  |  |   |            |  |   |            |  |   |         | 
| | -------------------------------------- | - | ---------------- |  | - | ---------- |  | - | ---------- |  | - | ------- | 
| |                                        |   |                  |  |   | Gross      |  |   | Gross      |  |   |         | 
| |                                        |   | Aggregate        |  |   | unrealized |  |   | unrealized |  |   |         | 
| |                                        |   | fair
      value |  |   | gains      |  |   | losses     |  |   | Cost    | 
| |                                        |   |                  |  |   |            |  |   |            |  |   |         | 
| | Equity securities  September 30, 2007 | $ | 332,700          |  | $ | 118,250    |  | $ | -          |  | $ | 214,450 | 

In November 2002, the Company received
  securities valued at $63,000. Pursuant to the license agreement described in
  Note 14, the Company received additional securities valued at $175,000 in November
  2003, and securities valued at $30,000 in January 2006. Securities with a cost
  of $53,550 were sold prior to July 1, 2005. There were no sales of available-for-sale
  securities during the three months ended September 30, 2007 and 2006.

The Companys net unrealized holding
  loss was $194,075 and $166,350 for the three months ended September 30, 2007
  and 2006, respectively. The reclassification adjustment was $0 and $0 for the
  three months ended September 30, 2007 and 2006, respectively and $40,800 for
  the period from inception through September 30, 2007. 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 have been no other-than-temporary
  declines in fair value through September 30, 2007.

At September 30, 2007, the Company held
  5,545,000 common shares of Balsam Ventures, Inc. (Balsam) for an
  ownership percentage of 15.3% . This investment in Balsam was not accounted
  for under the equity method in accordance with APB Opinion 18, The
  Equity Method of Accounting for Investments in Common Stock,because
  the Company is unable to exercise significant influence over the operating and
  financial policies of the investee.

F-10

---

|NORPAC TECHNOLOGIES, INC.    
|-----------------------------
|(A Development Stage Company)
|                             
|NOTES TO FINANCIAL STATEMENTS
|(unaudited)                  

|5. | Loans Receivable
|-- | ----------------

During the year ended June 30, 2007,
  several unsecured loans were granted to Nextdigital, totaling $612,000. The
  loans bear interest at 8% per annum and are due as follows:

| |                             |   |           |  |  |                   | 
| | --------------------------- | - | --------- |  |  | ----------------- | 
| | Grant Date                  |   | Principal |  |  | Due Date          | 
| |                             |   |           |  |  |                   | 
| | November 7, 2006            | $ | 100,000   |  |  | November 7, 2008  | 
| | November 20, 2006           |   | 75,000    |  |  | November 20, 2008 | 
| | December 4, 2006            |   | 275,000   |  |  | December 4, 2008  | 
| | January 30, 2007            |   | 162,000   |  |  | January 30, 2009  | 
| |                             | $ | 612,000   |  |  |                   | 
| | Accrued Interest receivable |   | 39,039    |  |  |                   | 
| |                             | $ | 651,039   |  |  |                   | 

Interest income related to these loans
  receivable for the three months ended September 30, 2007 and 2006 totaled $12,341
  and $0, respectively and $39,039 for the period from inception through September
  30, 2007.

As discussed in Note 1, the Merger Agreement
  with Nextdigital was terminated. The Company is presently negotiating with Nextdigital
  the repayment of all amounts loaned to Nextdigital. Principal payments under
  all loan agreements are due during the year ended June 30, 2009.

|6. | Intangible Assets
|-- | -----------------

A United States patent for a self-chilling
  beverage container and related component parts 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 were similarly capitalized. Subsequent to September
  30, 2007, the Company determined that the patents for the Cool Can Technology
  have expired. An impairment loss of $4,800 was recorded in the year ended June
  30, 2007.

In April 2001, the Company acquired a
  patent pending from certain stockholders which expanded on the patent described
  above. 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 and as such, an impairment loss of $20,000 was recorded for
  the year ended June 30, 2003.

F-11

---

|NORPAC TECHNOLOGIES, INC.    
|-----------------------------
|(A Development Stage Company)
|                             
|NOTES TO FINANCIAL STATEMENTS
|(unaudited)                  

|7. | Loans Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the three months ended September 30, 2007, a
        loan was granted from a third party company for $5,000. The loan is unsecured,
        non-interest bearing, and due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the year ended June 30, 2007, a loan was granted
        from a third party company for $10,000. The loan is unsecured, non-interest
        bearing, and due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the year ended June 30, 2006, several loans were
        granted from and repaid to a third party. The balance due at June 30,
        2006 was $500. During the year ended June 30, 2007, the loan was repaid.
        The loans were unsecured, non-interest bearing, and due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Consulting fees paid to an officer and director totaled
        $3,000 and $3,000 for the three months ended September 30, 2007 and 2006,
        respectively. Consulting fees paid to an officer and director from inception
        through September 30, 2007 totaled $17,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Consulting fees paid to a former officer and director
        from inception through September 30, 2007 totaled $588,000. During the
        period of inception through September 30, 2007, a former officer and director
        settled accounts payable of $146,330 in exchange for 187,500 common shares
        of the Company with a fair value of $28,125. The difference between the
        carrying amount of the accounts payable and the fair value of the common
        shares issued of $118,205 was recorded as an increase to additional paid
        in capital.                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At September 30, 2007, included in accounts payable
        and accrued liabilities was $53, owed to a former officer and director
        of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9. | Stockholders Equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Board of Directors has 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On November 30, 2006, the Company issued 2,000,000 shares
        of common stock at a price of $0.25 per share for total proceeds of $500,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On January 5, 2007, the Company issued 432,500 units
        at a price of $0.40 per unit for total proceeds of $173,000. Each unit
        consists of one share of the Companys common stock and one share
        purchase warrant. Each warrant entitles the holder to purchase an additional
        share of the Companys common stock at a price of $0.40 per share
        and expires January 5, 2008. The relative fair value of the common stock
        was estimated to be approximately $103,800 and the relative fair value
        of the warrants was estimated to be approximately $69,200 as determined
        based on the relative fair value allocation of the proceeds received.
        The warrants were valued using the Black-Scholes option pricing model.

F-12

---

|NORPAC TECHNOLOGIES, INC.    
|-----------------------------
|(A Development Stage Company)
|                             
|NOTES TO FINANCIAL STATEMENTS
|(unaudited)                  

|10. | Stock Options
|--- | -------------

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 may 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:

| |                                                           |  |           |   |   |          | 
| | --------------------------------------------------------- |  | --------- | - | - | -------- | 
| |                                                           |  | Number of |   |   | Weighted | 
| |                                                           |  | Shares    |   |   | Average  | 
| |                                                           |  |           |   |   | Exercise | 
| | Under option, June 30, 2001                               |  | 177,500   |   | $ | 7.50     | 
| | Granted                                                   |  | 30,000    |   |   | 0.50     | 
| | 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, September
      30, 2007                    |  | -         |   |   | -        | 

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. On October 10, 2007, the Company
  terminated the 2000 Stock Option Plan.

|11. | Warrants
|--- | --------

The following is a summary of warrants
  outstanding at September 30, 2007:

| |                 |         |             |                |                
| | --------------- | ------- | ----------- | -------------- | ---------------
| | Date            | Issued  | Outstanding | Exercise Price | Expiry Date    
| | January 5, 2007 | 432,500 | 432,500     | $ 0.40         | January 5, 2008

F-13

---

|NORPAC TECHNOLOGIES, INC.    
|-----------------------------
|(A Development Stage Company)
|                             
|NOTES TO FINANCIAL STATEMENTS
|(unaudited)                  

|12. | Segment Information
|--- | -------------------

The Companys business is considered
  as operating in one segment based upon the Companys organization structure,
  the way in which the operation is managed and evaluated, the availability of
  separate financial results and materiality considerations.

|13. | 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 significant 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 with 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 months ended September 30, as follows:

| |                                        |   |                    |  
| | -------------------------------------- | - | ------------------ | -
| |                                        |   | Three Months Ended |  
| |                                        |   | September 30,      |  
| |                                        |   | 2007               |  
| |                                        |   |                    |  
| | Expected tax benefit at statutory rate | $ | (9,554             | )
| | State tax effects                      |   | (1,686             | )
| | Increase in valuation allowance        |   | 11,240             |  
| |                                        |   |                    |  
| |                                        | $ | -                  |  

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 at September 30:

| |                            |   |            |  
| | -------------------------- | - | ---------- | -
| |                            |   | 2007       |  
| |                            |   |            |  
| | Deferred tax assets:       |   |            |  
| | Deferred pre-opening costs | $ | (1,149,329 | )
| | Valuation allowance        |   | 1,149,329  |  
| |                            |   |            |  
| |                            | $ | -          |  

F-14

---

|NORPAC TECHNOLOGIES, INC.    
|-----------------------------
|(A Development Stage Company)
|                             
|NOTES TO FINANCIAL STATEMENTS
|(unaudited)                  

|14. | 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 "Cool Can Technology") including
  the right to manufacture, use and sell apparatus and products embodying the
  Cool Can 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 Cool Can 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 Cool Can Technology and/or commercial goods or products
        incorporating the Cool Can Technology, (b) a license royalty equal to
        5% of revenues received by Balsam from sub-licensing the Cool Can 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 30, 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 the Company $20,000.                                                       

The Cool Can Technology and the Company
  patents and trademarks included in the Cool Can 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 Cool Can
  Technology during the currency of the Agreement. The Agreement supersedes all
  prior arrangements and agreements between the Company and Balsam in respect
  of the Cool Can Technology.

In June, 2007, the Company notified Balsam
  that its intellectual property rights to the Cool Can Technology possibly expired.
  As a result, Balsam suspended payment of the minimum royalty amounts required
  under the Agreement effective April 1, 2007. Subsequent to September 30, 2007,
  the Company determined that the patents for the Cool Can Technology have expired.
  Balsam has advised the Company that they intend to terminate the Agreement.
  The Company is currently negotiating with Balsam to settle their rights under
  the Agreement.

F-15

---

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN
      OF OPERATION.
|------- | ----------------------------------------------------------------

FORWARD-LOOKING STATEMENTS

Certain statements contained in 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. Such risks and
uncertainties include those set forth under this Item 2 "Management's Discussion
and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We do
not intend to update the forward-looking information to reflect actual results
or changes in the factors affecting such forward-looking information. We advise
you to carefully review the reports and documents we file from time to time with
the Securities and Exchange Commission (the SEC), particularly our Annual
Reports on Form 10-KSB, our Quarterly Reports on Form 10-QSB and our Current
Reports on Form 8-K.

As used in this Quarterly Report, the terms "we," "us," "our,
and Norpac mean Norpac Technologies, Inc. unless otherwise indicated. All
dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise
stated.

CORPORATE BACKGROUND

We were incorporated under the laws of the State of Minnesota
on April 1, 1998, under the name Cool Can Technologies, Inc. Effective July
12, 2004, we merged (the Merger) with NorPac Technologies, Inc., our wholly
owned subsidiary (Nevada Sub), for the purpose of reincorporating our company
in Nevada. The Merger was completed effective July 12, 2004, with Nevada Sub as
the surviving corporation. Upon completion of the Merger, our name was changed
to NorPac Technologies, Inc.

PLAN OF OPERATION

Until recently, we had been in the business of developing and
marketing a proprietary technology for self-chilling beverage containers (the
Cool Can Technology). However, it has come to our attention that our patents
for the Cool Can Technology have expired. As a result, our management has
decided to abandon the development of the Cool Can Technology. We are currently
in the process of reorganizing our business and are seeking and evaluating
alternative business opportunities.

As a result, we are unable to provide an accurate estimate of
our financial requirements for the next twelve months. However, we currently
have a working capital deficit of $151,090 and will need substantial financing
in the near term in order to meet our current obligations as they become due and
to meet our ongoing reporting obligations under the Securities Exchange Act of
1934 (the Exchange Act). In addition, if our management is successful in
identifying a suitable business opportunity for us to pursue, we will likely
need significantly more financing in order to pursue the new business
opportunity.

3

---

RESULTS OF OPERATIONS

|Three Months Summary |   |                    |   |   |            |   |  |                       | 
|-------------------- | - | ------------------ | - | - | ---------- | - |  | --------------------- | 
|                     |   | Three Months Ended |   |   |            |  
|                     |   | September 30,      |   |   | Percentage |  
|                     |   | 2007               |   |   | 2006       |   |  | Increase / (Decrease) | 
|Revenue              | $ | -                  |   | $ | -          |   |  | n/a                   | 
|Expenses             |   | (40,840            | ) |   | (34,129    | ) |  | 19.7%                 | 
|Interest Income      |   | 12,341             |   |   | -          |   |  | n/a                   | 
|Net Loss             | $ | (28,499            | ) | $ | (34,129    | ) |  | (16.5)%               | 

Revenues

We did not earn any revenues during the three months ended
September 30, 2007. We have not earned any revenues from sales of our products
to date. As disclosed above, our patent rights to the Cool Can Technology have
expired. As such, we do not expect to earn any additional royalty payments under
the License Agreement with Balsam nor do we expect to earn revenues from any
other source in the near future.

Administrative Pre-Operating and Development Expenses

Our administrative pre-operating and development expenses for
the three months ended September 30, 2007 and 2006 consisted of the following:

|                |   | Three Months Ended |  |   |            | 
|--------------- | - | ------------------ |  | - | ---------- | 
|                |   | September 30,      |  |   | Percentage | 
|                |   | 2007               |  |   | 2006       | 
|Accounting      | $ | 18,000             |  | $ | 17,166     | 
|Amortization    |   | -                  |  |   | 600        | 
|Management Fees |   | 3,000              |  |   | 3,000      | 
|Consulting Fees |   | 15,000             |  |   | -          | 
|Legal           |   | 855                |  |   | 8,108      | 
|Rent            |   | 825                |  |   | 2,883      | 
|Other           |   | 3,160              |  |   | 2,372      | 
|Total           | $ | 40,840             |  | $ | 34,129     | 

The increase in our administrative expenses for the three
months ended September 30, 2007 when compared to the three months ended
September 30, 2006, was primarily attributable to an increase in our consulting
fees. Consulting fees accrued during the period were incurred with respect to
general administrative and accounting work performed in connection with our
business activities and in connection with meeting our regulatory filings.

4

---

LIQUIDITY AND FINANCIAL CONDITION

|Working Capital           |   |                       |   |   |                  |   |  |                       | 
|------------------------- | - | --------------------- | - | - | ---------------- | - |  | --------------------- | 
|                          |   |                       |   |   |                  |   |  | Percentage            | 
|                          |   | At September 30, 2007 |   |   | At June 30, 2007 |   |  | Increase / (Decrease) | 
|Current Assets            | $ | 454                   |   | $ | 1,089            |   |  | (58.3)%               | 
|Current Liabilities       |   | (151,544              | ) |   | (111,339         | ) |  | 36.1%                 | 
|Working Capital (Deficit) | $ | (151,090              | ) | $ | (110,250         | ) |  | 37.0%                 | 

|Cash Flows                                    |   |                                        |   |   |         |  
|--------------------------------------------- | - | -------------------------------------- | - | - | ------- | -
|                                              |   | Three Months Ended September
      30, |  
|                                              |   | 2007                                   |   |   | 2006    |  
|Cash Flows (Used In) Operating Activities     | $ | (5,635                                 | ) | $ | (11,677 | )
|Cash Flows (Used In) Investing Activities     |   | -                                      |   |   | -       |  
|Cash Flows From Financing Activities          |   | 5,000                                  |   |   | (500    | )
|Net Increase (Decrease) In Cash During Period | $ | (635                                   | ) | $ | (12,177 | )

Our working capital deficit increased during the three months
ended September 30, 2007 due to the fact that we had no sources of revenue
during the period and the fact that our only financing during the period came
from a short term loan of $5,000. The loan is unsecured, non-interest bearing
and due on demand.

Financing Requirements

We will require additional financing if we are to continue as a
going concern. In addition, if we identify and pursue any business opportunities
identified by our management, we anticipate that our financing needs will
increase.

Although our management believes that the amounts owed to us by
Nextdigital will ultimately be recoverable, there are no assurances that these
amounts will be repaid by Nextdigital when they become due or that they will be
repaid at all. In addition, although we own 5,545,000 shares of Balsam Ventures,
Inc., that have been recorded on our balance sheet with a fair value of $332,700
as of September 30, 2007, there are no assurances that we will be able to sell
enough of these shares to meet our short term financing requirements as the
trading volume for Balsams shares is extremely limited.

We anticipate that any external financing that we are able to
obtain will be through the sale of our common stock or other equity based
securities. We do not have any arrangements in place 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 operations.

OFF-BALANCE SHEET ARRANGEMENTS

None.

5

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CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 3 to the interim financial statements included in this
Quarterly Report.

Use of Estimates

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

Fair Value of Financial Instruments

Our financial instruments consist of cash, available-for-sale
securities, loans receivable, accounts payable and accrued liabilities and loans
payable. Unless otherwise noted, it is managements opinion that we are not
exposed to significant interest, currency or credit risks arising from these
financial instruments. The fair value of these financial instruments
approximates their carrying values.

Comprehensive Loss

We have adopted SFAS 130, Reporting Comprehensive Income,
which establishes guidelines for the reporting and display of comprehensive
income (loss) and its components in financial statements. Comprehensive loss
consists of our net loss and unrealized gain (loss) on available-for-sale
securities.

Loans Receivable

Loans receivable are reported at the outstanding principal
balance adjusted for any charge-offs and reserve for loan losses. Our management
does not believe a reserve for loan losses is necessary at September 30, 2007.
When determining the reserve for loan losses, management considers if any events
or changes in circumstances indicate uncollectibility. When a loan is determined
to be uncollectible, it is charged against the loss reserve. Loans are not
collateralized. Because of inherent uncertainties in estimating the reserve for
loan losses, it is at least reasonably possible that the estimates used will
change in the near term. Interest on loans is recognized when earned. Interest
on loans is generally not recognized when loans become past due. Thereafter, no
interest is taken into income until such time as the borrower demonstrates the
ability to resume payments. There were no past due loans at September 30, 2007.
Based on current loan interest rates, management does not believe exposure to
interest rate sensitivity is significant. Our management periodically reviews
loans outstanding to determine if any loans are impaired. Impaired loans, if
any, are adjusted to estimated net realized value through the loan loss reserve.

6

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RISKS AND UNCERTAINTIES

Our independent auditors have substantial doubt about our
ability to continue as a going concern.

We have earned substantial losses for each of the three months
ended September 30, 2007 and 2006, and we have an accumulated deficit of
$2,790,581 as of September 30, 2007. Although the financial statements for each
of these periods were prepared assuming that we would continue as a going
concern, in the view of our independent auditors, there is a substantial doubt
about our ability to continue as a going concern. Since we do not expect to
generate any significant revenues for the foreseeable future, our ability to
continue as a going concern depends, in large part, on our ability to raise
additional capital through equity or debt financing transactions. If we are
unable to raise additional capital, stockholders may lose their investment.

Our patent rights to the Cool Can Technology have expired
and we have no specific business plan.

We have abandoned the development of the Cool Can Technology.
We have no business assets or business operations. Our business plan currently
consists solely of seeking out and evaluating alternative business
opportunities. There are no assurances that we will be able to identify any
suitable business opportunities. Even if we do identify potential business
opportunities, there is no assurance that we will be able to acquire those
opportunities.

We will require substantial financing if we are to continue
as a going concern.

We had a working capital deficit of $151,090 as of September
30, 2007. Although we are owed $651,039 from Nextdigital, there are no
assurances that we will be able to collect the amounts owed to us. In addition,
although we own 5,545,000 shares of Balsam Ventures, Inc. that have been
recorded on our balance sheet as available-for-sale securities with a fair
value of $332,700 as at September 30, 2007, there is no assurance that we will
be able to sell any or all of these shares. As such, we may not be able to meet
our short term financial needs from our existing assets. If we are not able to
obtain financing in an amount sufficient to enable us to pay our liabilities and
expenses as they come due, we may not be able to continue as a going concern.

Because our sole executive officer has only agreed to
provide his services on a part-time basis, he may not be able or willing to
devote a sufficient amount of time to our business operations, which may cause
our business to fail.

Our executive officer is employed on a full time basis by other
companies. Because we are in the early stages of our business, Mr. John P.
Thornton will not be spending a significant amount of time on our business. Mr.
Thornton expects to expend approximately 5 hours per week on our business.
Competing demands on his time may lead to a divergence between his interests and
the interests of other shareholders.

We may conduct further offerings in the future in which case
investors 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

7

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we issue additional stock, investors percentage interest in us
will be lower. This condition is often referred to as "dilution. The result of
this could reduce the value of investors stock.

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

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 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 quotation 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.

8

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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 September 30, 2007 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

9

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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.
|------- | ---------

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)                                                                                                                                                
|4.1     | Form of Warrant Certificate dated January 5,
      2007.(11)                                                                                                         
|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                                                                                      

10

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|Exhibit |                                                                                                                                                            
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                     
|        | 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)     
|10.8    | Extension Agreement
        dated as of January 14, 2006 between NorPac Technologies, Inc. and Balsam
        Ventures, Inc.(8)                            
|10.9    | Agreement and Plan of Merger
        dated November 7, 2006 among Norpac Technologies, Inc., Nextdigital Corp.
        and Nextdigital Acquisition Corp.(9)
|10.10   | Loan Agreement
        dated November 7, 2006 between Norpac Technologies, Inc. and Nextdigital
        Corp.(9)                                           
|10.11   | Promissory Note executed by Nextdigital
        Corp in favor of Norpac Technologies, Inc.(9)                                                              
|10.12   | Loan Agreement
        dated December 4, 2006 between Norpac Technologies, Inc. and Nextdigital
        Corp.(10)                                          
|10.13   | Promissory Note executed by Nextdigital
        Corp in favor of Norpac Technologies, Inc.(10)                                                             
|10.14   | Loan Agreement
        dated January 30, 2007 between Norpac Technologies, Inc. and Nextdigital
        Corp.(12)                                          
|10.15   | Promissory Note executed by Nextdigital
        Corp in favor of Norpac Technologies, Inc.(12)                                                             
|10.16   | Loan Agreement
        dated November 20, 2006 between Norpac Technologies, Inc. and Nextdigital
        Corp.(13)                                         
|10.17   | Promissory Note executed by Nextdigital
        Corp in favor of Norpac Technologies, Inc.(13)                                                             
|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. 

Notes:

|(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 Quarterly Report
      on Form 10-QSB for the fiscal period ended September 30, 2003.         
|(7)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed July 8, 2004.                                          
|(8)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed January 19, 2006.                                      
|(9)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed November 13, 2006.                                     
|(10) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed December 7, 2006.                                      
|(11) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed January 11, 2007.                                      
|(12) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed February 5, 2007.                                      
|(13) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed February 20, 2007.                                

11

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SIGNATURES

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

|      |                   | NORPAC TECHNOLOGIES, INC.
|----- | ----------------- | -------------------------
|      |                   |                          
|      |                   |                          
|Date: | November 14, 2007 |                          
|      |                   | By:                      
|      |                   |                          
|      |                   |                          
|      |                   |                          
|      |                   |                          

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