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

FORM 10-QSB

(Mark One)

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

For the quarterly period ended March 31, 2005

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

For the transition period from _____ to _____

COMMISSION FILE NUMBER 000-27147

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

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

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

Check whether the issuer: (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
  (or for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days. Yes
  xNo  ̈

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: As of May 12,
  2005, the Issuer had 1,977,000 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.

The accompanying unaudited financial statements have been
  prepared in accordance with the instructions to Form 10-QSB and Item 310 (b)
  of Regulation S-B, and, therefore, do not include all information and footnotes
  necessary for a complete presentation of financial position, results of operations,
  cash flows, and stockholders' equity in conformity with accounting principles generally accepted
  in the United States of America. In the opinion of management, all adjustments
  considered necessary for a fair presentation of the results of operations and
  financial position have been included and all such adjustments are of a normal
  recurring nature. Operating results for the quarterly period ended March 31,
  2005 are not necessarily indicative of the results that can be expected for
  the year ending June 30, 2005.

As used in this Quarterly Report, the terms "we", "us", "our",
  and “our company” mean NorPac Technologies, Inc., unless otherwise
  indicated.

2

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NORPAC TECHNOLOGIES, INC.
  (A Development Stage Company)

BALANCE SHEETS

|ASSETS                                                                    |   | March 31,   |   |  |   | June 30,   |  
|------------------------------------------------------------------------- | - | ----------- | - |  | - | ---------- | -
|                                                                          |   | 2005        |   |  |   | 2004       |  
|                                                                          |   | (unaudited) |   |  |   | (audited)  |  
|CURRENT ASSETS:                                                           |   |             |   |  |   |            |  
|Cash                                                                      | $ | 121         |   |  | $ | 256        |  
|Available-for-sale securities                                             |   | 4,500       |   |  |   | 18,000     |  
|                                                                          |   |             |   |  |   |            |  
|Total
      Current Assets                                                |   | 4,621       |   |  |   | 18,256     |  
|                                                                          |   |             |   |  |   |            |  
|AVAILABLE-FOR-SALE SECURITIES                                             |   | 500,000     |   |  |   | 300,000    |  
|                                                                          |   |             |   |  |   |            |  
|INTANGIBLES, NET                                                          |   | 10,200      |   |  |   | 12,000     |  
|                                                                          | $ | 514,821     |   |  | $ | 330,256    |  
|                                                                          |   |             |   |  |   |            |  
|                                                                          |   |             |   |  |   |            |  
|                                                                          |   |             |   |  |   |            |  
|LIABILITIES
      AND STOCKHOLDERS’ DEFICIT                               |   |             |   |  |   |            |  
|                                                                          |   |             |   |  |   |            |  
|CURRENT LIABILITIES:                                                      |   |             |   |  |   |            |  
|Convertible notes, net of original
      issue discount                   | $ | 390,597     |   |  | $ | -          |  
|Accounts payable                                                          |   | 200,832     |   |  |   | 155,069    |  
|Loans payable                                                             |   | 65,990      |   |  |   | 25,218     |  
|Accounts payable, stockholder                                             |   | 94,694      |   |  |   | 59,006     |  
|Accrued interest                                                          |   | 114,527     |   |  |   | 74,741     |  
|Total
      Current Liabilities                                           |   | 866,640     |   |  |   | 314,034    |  
|                                                                          |   |             |   |  |   |            |  
|CONVERTIBLE NOTES, NET OF ORIGINAL ISSUE DISCOUNT                         |   | -           |   |  |   | 254,778    |  
|                                                                          |   |             |   |  |   |            |  
|STOCKHOLDERS’ DEFICIT:                                                    |   |             |   |  |   |            |  
|Common stock, .001 par value, 200,000,000
      shares authorized,        |   |             |   |  |   |            |  
|1,977,000
      and 1,977,000 shares issued and outstanding, respectively |   | 1,977       |   |  |   | 1,977      |  
|Additional paid in capital                                                |   | 1,739,384   |   |  |   | 1,739,384  |  
|Deficit accumulated during the
      development stage                    |   | (2,413,230  | ) |  |   | (2,059,917 | )
|Accumulated other comprehensive
      income                              |   | 320,050     |   |  |   | 80,000     |  
|                                                                          |   | (351,819    | ) |  |   | (238,556   | )
|                                                                          |   |             |   |  |   |            |  
|                                                                          | $ | 514,821     |   |  | $ | 330,256    |  

F-1

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NORPAC TECHNOLOGIES, INC.
  (A Development Stage Company)

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

|                                               |   |                    |   |  |   |                   |   |  |   |                |   |  |   |           |   |  |   | Period from Inception |  
|---------------------------------------------- | - | ------------------ | - |  | - | ----------------- | - |  | - | -------------- | - |  | - | --------- | - |  | - | --------------------- | -
|                                               |   | Three Months Ended |   |  |   | Nine Months Ended |   |  |   | (April 1,1998) |  
|                                               |   | March 31,          |   |  |   | March 31,         |   |  |   | Through        |  
|                                               |   | 2005               |   |  |   | 2004              |   |  |   | 2005           |   |  |   | 2004      |   |  |   | March 31, 2005        |  
|                                               |   |                    |   |  |   |                   |   |  |   |                |   |  |   |           |   |  |   |                       |  
|Revenues                                       | $ | -                  |   |  | $ | -                 |   |  | $ | -              |   |  | $ | 175,000   |   |  | $ | 238,000               |  
|                                               |   |                    |   |  |   |                   |   |  |   |                |   |  |   |           |   |  |   |                       |  
|Administrative pre-opening and                 |   |                    |   |  |   |                   |   |  |   |                |   |  |   |           |   |  |   |                       |  
|development expenses                           |   | (39,020            | ) |  |   | (51,623           | ) |  |   | (134,851       | ) |  |   | (138,041  | ) |  |   | (1,435,155            | )
|Interest Expense                               |   | (58,600            | ) |  |   | (60,839           | ) |  |   | (176,137       | ) |  |   | (182,940  | ) |  |   | (529,750              | )
|Impairment of intangible                       |   | -                  |   |  |   | -                 |   |  |   | -              |   |  |   | -         |   |  |   | (20,000               | )
|Stock compensation expense                     |   |                    |   |  |   | -                 |   |  |   |                |   |  |   | -         |   |  |   | (624,000              | )
|Realized loss on available-for-sale securities |   | -                  |   |  |   |                   |   |  |   | (42,325        | ) |  |   |           |   |  |   | (42,325               | )
|Net Loss                                       |   | (97,620            | ) |  |   | (112,462          | ) |  |   | (353,313       | ) |  |   | (145,981  | ) |  |   | (2,413,230            | )
|                                               |   |                    |   |  |   |                   |   |  |   |                |   |  |   |           |   |  |   |                       |  
|Other comprehensive income - unrealized        |   |                    |   |  |   |                   |   |  |   |                |   |  |   |           |   |  |   |                       |  
|gain on available-for-sale securities          |   | 348,105            |   |  |   | 79,500            |   |  |   | 240,050        |   |  |   | 128,000   |   |  |   | 320,050               |  
|                                               |   |                    |   |  |   |                   |   |  |   |                |   |  |   |           |   |  |   |                       |  
|Comprehensive Income (Loss)                    | $ | 250,485            |   |  | $ | (32,962           | ) |  | $ | (113,263       | ) |  | $ | (17,981   | ) |  | $ | (2,093,180            | )
|                                               |   |                    |   |  |   |                   |   |  |   |                |   |  |   |           |   |  |   |                       |  
|Loss per common share - basic                  | $ | (0.05              | ) |  | $ | (0.06             | ) |  | $ | (0.18          | ) |  | $ | (0.07     | ) |  | $ | (2.30                 | )
|                                               |   |                    |   |  |   |                   |   |  |   |                |   |  |   |           |   |  |   |                       |  
|Loss per common share - diluted                | $ | (0.05              | ) |  | $ | (0.06             | ) |  | $ | (0.18          | ) |  | $ | (0.07     | ) |  | $ | (2.30                 | )
|                                               |   |                    |   |  |   |                   |   |  |   |                |   |  |   |           |   |  |   |                       |  
|Weighted average outstanding shares            |   | 1,977,000          |   |  |   | 1,977,000         |   |  |   | 1,977,000      |   |  |   | 1,977,000 |   |  |   | 1,048,848             |  

F-2

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NORPAC TECHNOLOGIES, INC.
  (A Development Stage Company)

STATEMENTS OF CASH FLOWS
  (Unaudited)

|                                                              |   |                   |   |  |   |           |   |  |   | Period From     |  
|------------------------------------------------------------- | - | ----------------- | - |  | - | --------- | - |  | - | --------------- | -
|                                                              |   |                   |   |  |   |           |   |  |   | Inception       |  
|                                                              |   |                   |   |  |   |           |   |  |   | (April 1, 1998) |  
|                                                              |   | Nine Months Ended |   |  |   | Through   |  
|                                                              |   | March 31,         |   |  |   | March 31, |  
|                                                              |   | 2005              |   |  |   | 2004      |   |  |   | 2005            |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                         |   |                   |   |  |   |           |   |  |   |                 |  
|Net loss                                                      | $ | (353,313          | ) |  | $ | (145,981  | ) |  | $ | (2,413,230      | )
|Amortization of patent                                        |   | 1,800             |   |  |   | 1,800     |   |  |   | 13,800          |  
|Compensation expense, options to
      nonemployees           |   | -                 |   |  |   | -         |   |  |   | 504,000         |  
|Receipt of available-for-sale
      securities                |   | -                 |   |  |   | (175,000  | ) |  |   | (238,000        | )
|Excess
      of fair value of common stock issued over        |   |                   |   |  |   |           |   |  |   |                 |  
|carrying
      amount of debt                                 |   | -                 |   |  |   | -         |   |  |   | 120,000         |  
|Realized loss on sale of available-for-sale
      securities  |   | 42,325            |   |  |   | -         |   |  |   | 42,325          |  
|Amortization of original issue
      discount                 |   | 135,819           |   |  |   | 140,944   |   |  |   | 410,597         |  
|Impairment loss on intangibles                                |   | -                 |   |  |   | -         |   |  |   | 20,000          |  
|Increase in accounts payable                                  |   | 45,763            |   |  |   | 46,284    |   |  |   | 269,630         |  
|Increase in accrued interest                                  |   | 39,786            |   |  |   | 41,313    |   |  |   | 117,118         |  
|Increase in accounts payable, stockholders                    |   | 35,688            |   |  |   | 26,250    |   |  |   | 328,693         |  
|Increase (decrease) in due to stockholders                    |   | -                 |   |  |   | (326      | ) |  |   | 20,776          |  
|                                                              |   | (52,132           | ) |  |   | (64,716   | ) |  |   | (804,291        | )
|                                                              |   |                   |   |  |   |           |   |  |   |                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                         |   |                   |   |  |   |           |   |  |   |                 |  
|Proceeds from the sale of available-for-sale
      securities |   | 11,225            |   |  |   | -         |   |  |   | 11,225          |  
|Purchase of intangibles                                       |   | -                 |   |  |   | -         |   |  |   | (44,000         | )
|                                                              |   | 11,225            |   |  |   | -         |   |  |   | (32,775         | )
|                                                              |   |                   |   |  |   |           |   |  |   |                 |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                         |   |                   |   |  |   |           |   |  |   |                 |  
|Proceeds from convertible notes
      subscription receivable |   | -                 |   |  |   | 10,000    |   |  |   | 10,000          |  
|Issuance of common stock                                      |   | -                 |   |  |   | -         |   |  |   | 329,769         |  
|Net proceeds from due to stockholders                         |   | -                 |   |  |   | -         |   |  |   | 348,928         |  
|Net proceeds from loan payable                                |   | 40,772            |   |  |   |           |   |  |   | 65,990          |  
|Issuance of convertible notes                                 |   | -                 |   |  |   | -         |   |  |   | 82,500          |  
|                                                              |   | 40,772            |   |  |   | 10,000    |   |  |   | 837,187         |  
|Increase (decrease)
      in cash                             |   | (135              | ) |  |   | (54,716   | ) |  |   | 121             |  
|Cash:                                                         |   |                   |   |  |   |           |   |  |   |                 |  
|Beginning                                                     |   | 256               |   |  |   | 55,043    |   |  |   | -               |  
|                                                              |   |                   |   |  |   |           |   |  |   |                 |  
|Ending                                                        | $ | 121               |   |  | $ | 327       |   |  | $ | 121             |  
|                                                              |   |                   |   |  |   |           |   |  |   |                 |  
|SUPPLEMENTAL CASH FLOWS INFORMATION:                          |   |                   |   |  |   |           |   |  |   |                 |  
|                                                              |   |                   |   |  |   |           |   |  |   |                 |  
|Cash paid for interest                                        | $ | 532               |   |  | $ | -         |   |  | $ | 1,218           |  
|                                                              |   |                   |   |  |   |           |   |  |   |                 |  
|NONCASH INVESTING AND FINANCING ACTIVITIES:                   |   |                   |   |  |   |           |   |  |   |                 |  
|                                                              |   |                   |   |  |   |           |   |  |   |                 |  
|Stock issued for amount due to
      stockholders             | $ | -                 |   |  | $ | -         |   |  | $ | 205,000         |  
|Stock issued for accounts payable                             | $ | -                 |   |  | $ | -         |   |  | $ | 10,000          |  
|Conversion of accounts payable,
      stockholders and        |   |                   |   |  |   |           |   |  |   |                 |  
|due to stockholders
      and issuance of subscription        |   |                   |   |  |   |           |   |  |   |                 |  
|receivable
      for convertible notes                        | $ | -                 |   |  | $ | -         |   |  | $ | 467,500         |  

F-3

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NORPAC TECHNOLOGIES, INC.
  (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

|Note 1. | Nature of Business and Summary of Significant Accounting
        Policies:
      Financial Statements:
      The balance sheet of Norpac Technologies, Inc. (the
        Company) as of March 31, 2005 and the statements of operations and cash
        flows for the periods ended March 31, 2005 and 2004 have been prepared
        by the Company, without audit. In the opinion of management, all adjustments
        (which include only normal recurring adjustments) necessary to present
        fairly the financial position, results of operations and changes in cash
        flows at March 31, 2005 and for all periods presented have been made.
        Certain information and footnote disclosures normally included in financial
        statements prepared in accordance with accounting principles generally
        accepted in the United States of America have been condensed or omitted.
        It is suggested that these condensed financial statements be read in conjunction
        with the financial statements and notes thereto included in the Company's
        June 30, 2004 audited financial statements. The results of operations
        for the period ended March 31, 2005 are not necessarily indicative of
        the operating results for the full year.
      Organization and activities:
      Norpac Technologies, Inc. (the Company) was originally
        incorporated on April 1, 1998 in the state of Minnesota. On July 12, 2004
        the Company was reorganized and became a Nevada Corporation (Note 12).
        The Company was formed to act as a holding company for manufacturing companies
        and since inception, has devoted its efforts to raising capital and pre-opening
        activities. The Company owns a patent for a self-chilling beverage container
        and parts therefore.
      The Company is considered to be in the development stage
        and the accompanying financial statements represent those of a development
        stage enterprise, and therefore, are subject to the usual business risks
        of development stage companies. The Company has had no operations. Research
        and development costs are expensed as incurred.
      A summary of the Company’s significant accounting
        policies follows:
      Income taxes:
      Deferred taxes are provided on the liability method
        whereby deferred tax assets are recognized for deductible temporary differences
        and operating loss and tax credit carry forwards and deferred tax liabilities
        are recognized for taxable temporary differences. Temporary differences
        are the differences between the reported amounts of assets and liabilities
        and their tax basis. Deferred tax assets are reduced by a valuation allowance
        when, in the opinion of management, it is more likely than not that some
        portion or all of the deferred tax assets will not be realized. Deferred
        tax assets and liabilities are adjusted for the effects of changes in
        tax laws and rates on the date of the enactment.
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-4

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|Note 1. | Nature of Business and Summary of Significant Accounting
        Policies (continued):
      Intangibles:
      Intangible assets (Note 6) are amortized using the straight-line
        method over 10 years. In accordance with Statement of Financial Accounting
        Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal
        of Long-Lived Assets” as circumstances dictate, the Company evaluates
        whether changes have occurred that would require revision of the remaining
        estimated lives of recorded long-lived assets, including intangibles,
        or render those assets not recoverable. If such circumstances arise, recoverability
        is determined by comparing the undiscounted net cash flows of long-lived
        assets to their respective carrying values. The amount of impairment,
        if any, is measured based on the projected discounted cash flows using
        an appropriate discount rate. At this time, the Company believes that
        no significant impairment of the remaining intangibles, has occurred and
        that no reduction of the estimated useful lives of such assets is warranted
        (see Note 6). Amortization expense for each of the quarters ended March
        31, 2005 and 2004 was $600. Accumulated amortization was $13,800
        and $12,000 at March 31, 2005 and June 30, 2004, respectively. Estimated
        annual amortization expense is $2,400 for each of the next four years
        and $600 for the fifth year.
      Stock-based compensation:
      The Company applies Accounting Principles Board (APB)
        Opinion 25 “Accounting for Stock Issued to Employees” and
        related Interpretations in accounting for its stock options. Accordingly,
        no compensation cost has been recognized for stock options issued to employees
        for the nine months ended March 31, 2005 and 2004 or the period from inception
        through March 31, 2005. Stock options and warrants issued to nonemployees
        are recorded at fair value, as required by SFAS No. 123, using the Black
        Scholes pricing model.
      Had compensation costs for the Company's stock options
        been determined based on the fair value at the grant dates consistent
        with the method of SFAS No. 123, the Company's net loss and loss per common
        share would have been changed to the pro forma amounts indicated below:
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                     | Three Months Ended |   |  | Nine Months Ended |  
| | ----------------------------------- | ------------------ | - |  | ----------------- | -
| |                                     | March 31,          |   |  | March 31,         |  
| |                                     | 2005               |   |  | 2004              |  
| | Net loss                            | $(97,620           | ) |  | $(112,462         | )
| | Pro forma net loss                  | (97,620            | ) |  | (112,462          | )
| |                                     |                    |   |  |                   |  
| | Stock based compensation            |                    |   |  |                   |  
| | As reported                         | 0                  |   |  | 0                 |  
| | Pro forma                           | 0                  |   |  | 0                 |  
| |                                     |                    |   |  |                   |  
| | Basic and diluted income (loss) per |                    |   |  |                   |  
| | common share                        |                    |   |  |                   |  
| | As reported                         | ($0.05             | ) |  | ($0.06            | )
| | Pro forma                           | ($0.05             | ) |  | ($0.06            | )

There were no options that were issued or vested during
  the periods ended March 31, 2005 and 2004.

F-5

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|Note 1. | Nature of Business and Summary of Significant Accounting
        Policies (continued):
      Loss per common share:
      Loss per share is computed based on the weighted average
        number of common shares outstanding. Potential issuances that would reduce
        loss per common share are considered anti-dilutive and are excluded from
        the computation.
      Advertising:
      Advertising costs, if any, are expensed as they occur.
        Advertising costs were $0 for the three and nine months ended March
        31, 2005 and 2004, and $14,662 for the period from inception through
        March 31, 2005.
      Comprehensive loss:
      SFAS No. 130 “Reporting Comprehensive Income”
        establishes standards for reporting and presentation of comprehensive
        income (loss) and its components in a full set of financial statements.
        Comprehensive income (loss) consists of the Company’s net loss and
        unrealized gain (loss) on available-for-sale securities and is presented
        in the statements of operations and comprehensive income (loss). Statement
        130 only requires additional disclosure in the financial statements; it
        does not affect the Company’s financial position or results of operations.
      Estimates and assumptions:
      The preparation of the financial statements in conformity
        with accounting principles generally accepted in the United States of
        America requires management to make estimates and assumptions that affect
        the reported amounts of assets and liabilities and disclosure of contingent
        assets and liabilities at the date of the financial statements and revenues
        and expenses during the reporting period. Significant estimates include
        the valuation of stock issued. Actual results could differ from these
        estimates.
      Start-up costs:
      Start-up costs incurred in connection with start-up
        activities are charged to expense as incurred.
      Carrying value of financial instruments:
      The carrying value of the Company’s financial
        instruments approximates fair value at March 31, 2005 and June 30, 2004.
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 2. | Income Taxes:
      For income tax purposes, pre-opening costs are generally
        deferred and amortized to expense in future tax returns. Accordingly,
        the Company has no tax loss carry forwards. For financial reporting purposes,
        realization of the value of book vs. 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 carry forwards) management has eliminated the deferred tax value
        of pre-opening costs by a valuation allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-6

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|Note 2. | Income Taxes (Continued):
      The benefit for income taxes differs from the amount
        computed by applying the U.S. federal income tax rate to loss before income
        taxes for the three and nine months ended as follows:
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                         |   | Three Months Ended 
      March 31, |   |  |   | Nine Months Ended 
      March 31, |  
| | ----------------------- | - | ----------------------------------- | - |  | - | ---------------------------------- | -
| |                         |   | 2005                                |   |  |   | 2004                               |  
| | Expected tax benefit at |   |                                     |   |  |   |                                    |  
| | statutory rate          | $ | (33,191                             | ) |  | $ | (38,237                            | )
| | State tax effects       |   | (5,857                              | ) |  |   | (6,748                             | )
| | Effect of graduated     |   |                                     |   |  |   |                                    |  
| | federal rates           |   |                                     |   |  |   |                                    |  
| | Increase (decrease) in  |   |                                     |   |  |   |                                    |  
| | valuation allowance     |   | 39,048                              |   |  |   | 44,985                             |  
| |                         | $ | -                                   |   |  | $ | -                                  |  

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

The following is a summary of deferred
  taxes:

|                                  |   | March 31, |   |  |   | June 30, |  
|--------------------------------- | - | --------- | - |  | - | -------- | -
|                                  |   | 2005      |   |  |   | 2004     |  
|Deferred tax assets:              |   |           |   |  |   |          |  
|Pre-opening costs
      and other | $ | 994,548   |   |  | $ | 853,223  |  
|costs                             |   |           |   |  |   |          |  
|Valuation Allowance               |   | (994,548  | ) |  |   | (853,223 | )
|                                  | $ | -         |   |  | $ | -        |  

|Note 3. | Stockholders’ Equity:
      The Board of Directors have the power and authority
        to fix by resolution any designation, class, series, voting power, preference,
        right, qualification, limitation, restriction, dividend, time and place
        of redemption, and conversion right with respect to any stock of the corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Note 4. | Related Party Transactions:
      The Company currently has a consulting arrangement with
        an officer/stockholder. Such consulting fees totaled $15,000 for each
        of the three months ended March 31, 2005 and 2004, respectively, and $45,000
        for each of the nine months ended March 31, 2005 and 2004, respectively.
        Consulting fees from inception through March 31, 2005 totaled $543,000.
        In 2004, amounts due to the officer/stockholder for consulting services
        rendered totaling $137,510 were transferred to third parties to settle
        debts of the officer/stockholder (which were subsequently converted into
        convertible notes, and $96,490 was converted into convertible notes
        by the officer/stockholder (Note 10). The balance due to the officer/stockholder
        at March 31, 2005 and June 30, 2004 was $94,694 and $59,006, respectively.
        Amounts due to the officer/ stockholder are unsecured, non-interest bearing,
        and due on demand.
      The Company received services from various stockholders.
        In 2004, amounts due to the stockholders for loans received totaled $144,704,
        plus an additional $20,000 in consulting fees, such that a total of
        $164,704 were converted into convertible notes (Note 10). The advances
        are unsecured, non-interest bearing, and due on demand. The balance due
        to the various stockholders was $0 as of March 31, 2005 and June 30,
        2004, respectively.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Note 5. | Available-for-sale Securities:
      The Company records available-for-sale securities at market value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-7

---

|        | In November 2002, the Company received securities
        valued at $63,000. Pursuant to the license agreement described in
        Note 8, the Company received additional securities valued at $175,000.
        The securities consist of 5,045,000 shares of Balsam Ventures, Inc. In
        October of fiscal year 2005, the Company sold 25,000 shares and received
        proceeds of $990. In August and September of fiscal year 2005, the
        Company sold 230,000 shares at a loss of $38,685 and received proceeds
        of $10,275. The cost to determine the loss was based on specific identification.
        The market value of the remaining securities was $504,500 as of March
        31, 2005. Accordingly, the Company recorded an unrealized gain on available-for-sale
        securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Note 6. | Intangibles
      A United States patent for a self-chilling beverage
        container and parts therefore was obtained by a founding stockholder
        on March 11, 1997. During 1998, the patent and patent holder rights thereunder
        were sold to the Company for $1. Subsequent costs in June 1999 of
        $24,000 to file foreign patent applications have been similarly capitalized.
      In April 2001, the Company acquired a patent pending
        from certain stockholders which expands on the above patent. The acquisition
        agreement required the payment by the Company to the stockholders of $20,000.
        In addition, the Company was to issue to the stockholders: (i) 150,000
        shares of the Company’s common stock upon the grant of a patent
        in connection with the acquired patent pending; and (ii) an additional
        90,000 shares for each country in respect of which the Company grants
        a license of the acquired technology, for the first ten countries, and
        60,000 shares for each additional country, to a maximum of 1,500,000 shares
        under the acquisition agreement. The Company was to also pay an ongoing
        royalty to the stockholders based on sales of products incorporating the
        technology as follows: (i) 4.5% of gross profits achieved by the Company
        on products incorporating the technology; and (ii) 15% of any licensing
        revenues or royalty payments earned by the Company on licenses of the
        acquired technology. The Company had agreed to use its best efforts to
        commercialize the acquired technology and to apply to the United States
        Patent Office for a grant of a patent relating to the patent pending.
        The agreement was cancelled due to the Company’s default under the
        agreement on June 14, 2003 as such, an impairment loss of $20,000
        was recorded for the year ended June 30, 2003.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Note 7. | Stock Option Plan:
      The Company adopted a Stock Option Plan on June 21,
        2000 which authorizes an initial 3,600,000 shares for issuance of incentive
        and non-qualified stock options to non-employees. The maximum aggregate
        number of shares that may be optioned and sold under the Plan will increase
        each quarter upon conditions outlined in the Plan. Options expire as determined
        by the Company but in no event later than ten years after the date the
        options are granted.
      Information relating to stock options is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |                                                           |  |           |   |  |   | Weighted | 
| | --------------------------------------------------------- |  | --------- | - |  | - | -------- | 
| |                                                           |  | Number of |   |  |   | Average  | 
| |                                                           |  | Shares    |   |  |   | Exercise | 
| | Under option, June 30, 2001                               |  | 177,500   |   |  | $ | 7.50     | 
| | Granted                                                   |  | 30,000    |   |  |   | .50      | 
| | Exercised – conversion
      of debt and accounts payable |  | (55,000   | ) |  |   | 1.50     | 
| | Cancelled                                                 |  | (27,500   | ) |  |   | 3.00     | 
| | Under option, June 30, 2002                               |  | 125,000   |   |  |   | 2.65     | 
| | Expired                                                   |  | (100,000  | ) |  |   | 2.20     | 
| | Cancelled                                                 |  | (25,000   | ) |  |   | 3.00     | 
| | Under option, June 30, 2003                               |  | -         |   |  |   | -        | 
| | Granted                                                   |  | -         |   |  |   | -        | 
| | Expired                                                   |  | -         |   |  |   | -        | 
| | Cancelled                                                 |  | -         |   |  |   | -        | 
| | Under option, June 30, 2004                               |  | -         |   |  |   | -        | 
| | Granted                                                   |  | -         |   |  |   | -        | 
| | Expired                                                   |  | -         |   |  |   | -        | 

F-8

---

| | Cancelled                                                       |  | - |  |  |   | - | 
| | --------------------------------------------------------------- |  | - |  |  | - | - | 
| | Under option, March 31, 2005                                    |  | - |  |  |   | - | 
| | Weighted average fair value of options granted
      during the |  |   |  |  |   |   | 
| | period ended June 30, 2001                                      |  |   |  |  | $ | - | 
| | Weighted average fair value of options granted during the       |  |   |  |  |   |   | 
| | period ended June 30, 2002                                      |  |   |  |  | $ | - | 
| | Weighted average fair value of options granted
      during the |  |   |  |  |   |   | 
| | period ended June 30, 2003                                      |  |   |  |  | $ | - | 
| | Weighted average fair value of options granted during the       |  |   |  |  |   |   | 
| | period ended June 30, 2004                                      |  |   |  |  | $ | - | 
| | Weighted average fair value of options granted
      during the |  |   |  |  |   |   | 
| | period ended March 31, 2005                                     |  |   |  |  | $ | - | 

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 has been no accounting consequence
  or compensation as of June 30, 2002 for the options repriced. All options have
  been cancelled or expired during the year ended June 30, 2003.

|Note 8. | License Agreement:
      The Company has entered into an exclusive licensing
        agreement (the "Agreement") with Balsam Ventures, Inc. ("Balsam"), dated
        for reference November 30, 2003, granting Balsam the exclusive right and
        license (the “License”), for a period of 40 years, to use,
        commercialize and exploit the Company’s proprietary trademarks,
        patents, process information, technical information, designs and drawings
        associated with the Company’s self-chilling beverage container technology
        (the "Technology") including the right to manufacture, use and sell apparatus
        and products embodying the Technologywithin the countries comprising
        the European Union and the Republic of China. Balsam also has the right
        to sub-license the right to manufacture, use and sell products embodying
        the Technology.
      The consideration for the Agreement is as follows:
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|Note 9.  | Loans Payable:
      The Company received loans from various companies and
        individuals. The loans are unsecured, non-interest bearing, and due on
        demand. The balance due at March 31, 2005 and June 30, 2004 was $65,990
        and $25,218.
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                               
|Note 10. | Convertible Notes:
      During the period from January through June 2003, the
        Company issued $550,000 of 10% convertible notes pursuant to Regulation
        S of the Securities Act of 1933. The convertible notes                                 

F-9

---

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

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

The fair value of the beneficial conversion
  is as follows:

| |                                                         |   | March 31, |   |  |   | June 30, |  
| | ------------------------------------------------------- | - | --------- | - |  | - | -------- | -
| |                                                         |   | 2005      |   |  |   | 2004     |  
| | Outstanding convertible notes payable                   | $ | 530,000   |   |  | $ | 530,000  |  
| | Less: beneficial conversion                             |   | (139,403  | ) |  |   | (275,222 | )
| | Convertible notes, net of original issue
      discount | $ | 390,597   |   |  | $ | 254,778  |  

|Note 11. | Company’s Continued Existence:
      The accompanying financial statements have been prepared
        in conformity with accounting principles generally accepted in the United
        States of America, which contemplate continuation of the Company as a
        going concern. However, the Company has sustained substantial losses and
        is still in the development stage. Additional funding will be necessary
        to continue development and marketing of the product. The Company intends
        to arrange for the sale of additional shares of stock to obtain additional
        operating capital for at least the next twelve months. There can be no
        assurance the Company will be able to raise the necessary capital to continue
        in business.
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 12. | Merger:
      On June 21, 2004, stockholders of the Company approved
        an agreement with an effective date of July 12, 2004 to merge with NorPac
        Technologies, Inc. (NorPac), a wholly owned subsidiary and a Nevada Corporation.
        On closing of the Merger Agreement:
      NorPac was the surviving corporation of the Merger
            and continues to operate the Company's business
        The Company's shareholders received one share of
            common stock of NorPac for each 20 shares of the Company's common
            stock they own.The impact of the merger was accounted for on a retroactive
        basis in the Company’s financial statements.                                                                                          

F-10

---

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

FORWARD-LOOKING STATEMENTS

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

OVERVIEW

We are in the business of developing and marketing a patented
  unique proprietary technology which is intended to allow for the licensing and
  manufacture of a commercially viable self-chilling beverage container. We are
  currently in the development stage of our business. We are in the process of
  taking our planned product from the conceptual stage of development to the production
  of a prototype of a self-chilling beverage container that we can use for testing
  purposes. If our testing efforts are successful, we will then proceed to the
  marketing phase of our plan of operations which involves marketing the self-chilling
  beverage container to beverage manufacturers. We have not completed the development
  of a commercially viable self-chilling beverage container to date, nor have
  we achieved any revenues from sales of our products to date. Our ability to
  pursue our plan of operations, as discussed below, is contingent upon us achieving
  substantial financing, of which there is no assurance.

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

In November, 2003 we entered into a license agreement (the
  “License Agreement”) with Balsam Ventures, Inc. (“Balsam”),
  pursuant to which we granted Balsam an exclusive license (the “License”)
  for a term of 40 years to manufacture, use, exploit and sell our proprietary
  technology within the countries comprising the European Union and China (the
  “Exclusive Region”). We also granted Balsam a right of first refusal
  (the “Right of First Refusal”) to purchase our proprietary technology
  and to license that technology for countries that are not a party to the North
  American Free Trade Agreement and are outside of the Exclusive Region. In consideration
  of the grant of the License and Right of First Refusal, Balsam agreed to:

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

3

---

| | (b) | a license royalty equal to 5% of revenues received by Balsam from sub-licensing
      our proprietary technology.
| | --- | -----------------------------------------------------------------------------------------------------------------

We are to receive minimum royalty payments of $5,000 per
  month under the License Agreement, commencing on January 15, 2006. Any minimum
  royalty payments made to us are to be credited towards all other royalties payable
  by Balsam under the License Agreement.

The License Agreement supersedes a prior licensing agreement
  (the “Original License Agreement”) that we had with Balsam dated
  June 5, 2002.

Recent Corporate Developments

In April, 2005 our common stock commenced trading on the over-the-counter
  bulletin board (“OTC Bulletin Board”) under the symbol “NRPT”.
  We believe that trading on the OTC Bulletin Board may make our common stock
  more attractive to potential investors.

Our current cash reserves are only sufficient to enable us
  to operate on a short term basis. We continue to require additional financing
  if we are to continue as a going concern and to finance our business operations.
  As of March 31, 2005, we had cash of $121 and a working capital deficit
  of $862,019. Accordingly, we will require additional financing in order
  to proceed with our plan of operations, see “Liquidity and Capital Resources”
  below. If we do not have sufficient funds to pursue our stated plan of operations,
  then we will scale back our plan of operations to concentrate solely on the
  product development phase of our plan of operations. In this event, we will
  pursue product development to the extent of our financial resources.

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

PLAN OF OPERATION

Our plan of operations for the next twelve months, subject
  to our receiving the necessary additional financing, includes the following
  components:

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

|Phase 1 Prototype
      Development | Timeline                                                 
|----------------------------------- | ---------------------------------------------------------
|                                    |                                                          
|Part 1                              | •                                                        
|                                    |                                                          
|                                    | •                                                        
|                                    |                                                          
|                                    | •                                                        
|                                    |                                                          
|                                    | •                                                        
|                                    |                                                          
|                                    | •                                                        
|                                    |                                                          
|                                    | •                                                        
|                                    |                                                          
|Part 2                              | Production
      of 2,000 industry demonstration samples.

4

---

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

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

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

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

|           | Third Quarter Ended March
      31 |  |            | Nine Months Ended March
      31 |           
|---------- | ---------------------------------- |  | ---------- | -------------------------------- | ----------
|           |                                    |  |            |                                  | Percentage
|           |                                    |  |            |                                  | Increase /
|           | 2005                               |  | 2004       |                                  | (Decrease)
|Revenue    | $ --                               |  | $ --       |                                  | n/a       
|           |                                    |  |            |                                  |           
|Expenses   | $97,620                            |  | $112,462   |                                  | (13.2)%   
|           |                                    |  |            |                                  |           
|Net Income | $(97,620)                          |  | $(112,462) |                                  | (13.2)%   
|(Loss)     |                                    |  |            |                                  |           

5

---

Our net loss for the three month period ended March 31, 2005
  was comprised entirely of operating expenses. The decrease in net loss over
  the comparable period ended March 31, 2004 is due primarily to the fact that
  we reduced our general and administrative expenses during the quarter and experienced
  a reduction in interest expense. Exclusive of revenue of $175,000 due to
  our receipt of 5,000,000 shares of Balsam Ventures Inc. common stock in connection
  with our license agreement with Balsam during the nine months ended March 31,
  2004, our net loss for the nine month period ended March 31, 2005 increased
  over the comparative period in 2004 primarily due to the fact that we incurred
  a realized loss on available for sale securities of $42,325.

Revenues

We do not anticipate earning revenues from the sale of our
  products until such time as we have completed commercial development of products
  incorporating our Cool Can technology. We did not generate any revenues during
  the nine months ended March 31, 2005. Our revenues to date have consisted of
  licensing fees received by us from the licensing of our Cool Can product.

We have not earned any revenues from sales of our products
  to date and have incurred total losses of $2,413,230 since our inception.
  We are presently in the development stage of our business and we can provide
  no assurance that we will be able to complete commercial development or successfully
  sell or license products incorporating our Cool Can technology once development
  is complete.

Operating Expenses

Our operating expenses for the interim periods ended March 31, 2004 and 2005
  consisted of the following:

|                            | Third Quarter Ended March 31 |  |          | Nine Months Ended March 31 |              
|--------------------------- | ---------------------------- |  | -------- | -------------------------- | -------------
|                            |                              |  |          |                            | Percentage   
|                            | 2005                         |  | 2004     |                            | Inc. / (Dec.)
|Administrative Pre-Opening  | $39,020                      |  | $51,623  |                            | (24.41)%     
|and Development Expenses    |                              |  |          |                            |              
|Interest Expense            | $58,600                      |  | $60,839  |                            | (3.68)%      
|                            |                              |  |          |                            |              
|Realized Loss on Available- | --                           |  | --       |                            | n/a          
|For-Sale Securities         |                              |  |          |                            |              
|Total Operating Expenses    | $97,620                      |  | $112,462 |                            | (13.20)%     




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

6

---

LIQUIDITY AND FINANCIAL CONDITION

Working Capital

|                          |                   |  |                  |  | Percentage            | 
|------------------------- | ----------------- |  | ---------------- |  | --------------------- | 
|                          | At March 31, 2005 |  | At June 30, 2004 |  | Increase / (Decrease) | 
|Current Assets            | $4,621            |  | $18,256          |  | (74.69)%              | 
|Current Liabilities       | 866,640           |  | $314,034         |  | 175.97%               | 
|Working Capital (Deficit) | $(862,019)        |  | ($295,778)       |  | 191.44%               | 

Cash Flows

|                                               | Nine Months Ended March 31 | 
|---------------------------------------------- | -------------------------- | 
|                                               | 2005                       | 
|Cash Flows from (used in) Operating Activities | $(52,132)                  | 
|Cash Flows from (used in) Investing Activities | $11,225                    | 
|Cash Flows from (used in) Financing Activities | $40,772                    | 
|Net Increase (decrease) in Cash During Period  | $(135)                     | 




Our current monthly cash requirements are approximately $20,000
  per month. Our current cash reserves are only sufficient to enable us to operate
  on a short term basis. The Convertible Notes will mature on December 31, 2005,
  at which time we will be required to repay the principal amount outstanding
  of $530,000 plus any accrued and unpaid interest thereon. As allowed under
  the terms of the Convertible Notes, we intend to pay the accrued and unpaid
  interest on the Convertible Notes by the issuance of shares of our common stock.
  Given the current market price of our common stock and the conversion price
  of the Convertible Notes, we expect the holders of the Convertible Notes to
  exercise their conversion rights prior to maturity. However, to the extent that
  the holders of the Convertible Notes do not exercise their conversion rights,
  we will be required to pay in cash the outstanding principal on those Convertible
  Notes. Further, we require approximately $690,000 in order to carry out
  our plan of operations over the next twelve months.

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

7

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

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

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

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are described in our Annual
  Report on Form 10-KSB for the fiscal year ended June 30, 2004.

OFF-BALANCE SHEET ARRANGEMENTS

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

RISK FACTORS

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

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

We Require Additional Financing To Continue Our Plan Of Operations

Our plan of operations calls for significant expenses in connection
  with the development of our Cool Can product. Our current operating funds are
  insufficient to complete our plan of operations which will require an

8

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estimated $690,000 to be spent over the next twelve months
  developing and marketing a prototype of our Cool Can product in order to accomplish
  our goals.

In addition, the Convertible Notes will mature on December
  31, 2005, at which time we will be required to repay the principal amount outstanding
  of $530,000 plus any accrued and unpaid interest thereon. As allowed under
  the terms of the Convertible Notes, we intend to pay the accrued and unpaid
  interest on the Convertible Notes by the issuance of shares of our common stock.
  Further, given the current market price of our common stock and the conversion
  price of the Convertible Notes, we expect the holders of the Convertible Notes
  to exercise their conversion rights prior to maturity. However, to the extent
  that the holders of the Convertible Notes do not exercise their conversion rights,
  we will be required to pay in cash the outstanding principal on those Convertible
  Notes on December 31, 2005.

As of March 31, 2005, being the date of our most recent financial
  statements, we had cash in the amount of $121 and a working capital deficit
  of $862,019. Therefore, we will need to obtain additional financing in order
  to complete our prototype development and to repay the outstanding principal
  on any Convertible Notes not converted into shares of our common stock. We will
  also require additional financing if the costs of our Cool Can product development
  are greater than anticipated. There is no assurance that actual cash requirements
  will not exceed our estimates. In particular, additional capital may be required
  in the event that:

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

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

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

Our Product Development Program May Not Be Successful

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

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

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

9

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manufacturers, about the uses and benefits of our Cool Can
  technology. If these efforts fail, or if our Cool Can product does not achieve
  commercial acceptance, our business could be harmed.

We Have A Limited Operating History

We have a relatively short operating history and we are involved
  in a rapidly evolving and unpredictable industry. As of March 31, 2005, being
  the date of our most recent financial statements, we had a working capital deficit
  of $862,019. We will need to generate significant revenues to achieve profitability,
  which may not occur. We expect operating expenses to increase as a result of
  the further implementation of our business plan. Even if we achieve profitability,
  we may be unable to sustain or increase profitability on a quarterly or annual
  basis in the future. It is possible that we will never achieve profitability.

ITEM 3.     CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, we carried
  out an evaluation, under the supervision and with the participation of Mr. Bruce
  Leitch our Principal Executive Officer, Principal Financial Officer and Principal
  Accounting Officer (the “Principal Officer”), of the effectiveness
  of the design and operation of our disclosure controls and procedures. Our disclosure
  controls and procedures are designed to provide a reasonable level of assurance
  of achieving our disclosure control objectives. Our Principal Officer has concluded
  that our disclosure controls and procedures are, in fact, effective at this
  reasonable assurance level as of the period covered.

Changes In Internal Controls Over Financial Reporting

In connection with the evaluation of our internal controls
  during our last fiscal quarter, our Principal Officer has determined that there
  are no changes to our internal controls over financial reporting that has materially
  affected, or is reasonably likely to materially effect, our internal controls
  over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

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

ITEM 2.     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.

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

(a)     Exhibits

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

|               |  |                                                                                                                                                                          
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                   
|               |  |                                                                                                                                                                          
|3.2            |  | Articles of Merger(5)                                                                                                                                                    
|               |  |                                                                                                                                                                          
|3.3            |  | Bylaws as amended(5)                                                                                                                                                     
|               |  |                                                                                                                                                                          
|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           |  | Form of Convertible Note(4)                                                                                                                                              
|               |  |                                                                                                                                                                          
|10.4           |  | Form of Subscription Agreement between
        Cool Can Technologies, Inc. and the Convertible Noteholders(4)                                                            
|               |  |                                                                                                                                                                          
|10.5           |  | Exclusive License Agreement dated for
        reference November 30, 2003 between Balsam Ventures, Inc., and Cool Can
        Technologies Inc.(3)                       
|               |  |                                                                                                                                                                          
|10.6           |  | Agreement and Plan of Merger Agreement
        dated effective May 21, 2004 among Cool Can Technologies, Inc. and NorPac
        Technologies, Inc.(6)                   
|               |  |                                                                                                                                                                          
|14.1           |  | Code of Ethics(7)                                                                                                                                                        
|               |  |                                                                                                                                                                          
|31.1           |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002                
|               |  |                                                                                                                                                                          
|32.1           |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002                

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

(b)     Reports on Form 8-K:

None.

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SIGNATURES

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

|NORPAC TECHNOLOGIES, INC.
|-------------------------
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|By:                      
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