<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]     Quarterly  Report  pursuant  to  Section  13  or 15(d) of the Securities
        Exchange Act  of  1934

        For  the  quarterly  period  ended  December  31,  2001

[   ]   Transition  Report  pursuant to 13 or 15(d) of the Securities Exchange
        Act  of  1934

        For  the  transition  period                       to


        Commission  File  Number     0-27147
                                     -------

                           COOL CAN TECHNOLOGIES, INC.
               __________________________________________________
        (Exact name of small Business Issuer as specified in its charter)

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


Suite  206,  4505  Las  Virgenes  Road
Calabasas,  CA                              91302
----------------------------------------    ---------------
(Address of principal executive offices)    (Zip  Code)

Issuer's telephone number,
 including area code:                       (818)  871-9999
                                            ----------------

                                 NOT APPLICABLE
      _____________________________________________________________________
(Former name, former address and former fiscal six months, 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  Securities  Exchange Act of 1934 during the preceding 12
months  (or  for  such  shorter period that the issuer was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days:  [X]  Yes    [    ]  No

State the number of shares outstanding of each of the issuer's classes of common
stock,  as  of  the  latest  practicable  date:  19,352,966  shares common stock
outstanding  as  of  February  11,  2002.


<PAGE>
                         PART 1 - 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  generally  accepted  accounting
principles.  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 six months ended December 31, 2001 are not necessarily
indicative  of  the  results  that  can be expected for the year ending June 30,
2002.


                                       2

<PAGE>


<TABLE>
<CAPTION>

                       COOL  CAN  TECHNOLOGIES,  INC.
                       (A  Development  Stage  Company)

                          CONDENSED BALANCE SHEETS


                                         December 31,   June 30,
ASSETS                                       2001        2001
                                         (Unaudited)   (Audited)


                                          ----------  ----------
<S>                                       <C>         <C>

Cash                                      $     395   $   1,515
                                          ----------  ----------
     Total current assets                       395       1,515

Intangibles                                  38,000      39,200
                                          ----------  ----------
                                          $  38,395   $  40,715
                                          ==========  ==========

  LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable                          $  66,407   $  71,885
Accounts payable, stockholders              151,140     108,640
Due to stockholders                         142,232     296,732
                                          ----------  ----------

      Total current liabilities             359,779     477,257

STOCKHOLDERS' DEFICIT:
  Preferred stock                                 -           -
  Common stock                              664,769     279,769
  Accumulated deficit                      (986,153)   (716,311)
                                          ----------  ----------
                                           (321,384)   (436,542)
                                          ----------  ----------

                                          $  38,395   $  40,715
                                          ==========  ==========
</TABLE>




Note:     The  balance  sheet  at  June 30, 2001 has been taken from the audited
financial  statements  at  that  date,  and  has  been  condensed.


                  See Notes to Condensed Financial Statements.

                                       3


<PAGE>

<TABLE>
<CAPTION>

                         COOL  CAN  TECHNOLOGIES,  INC.
                        (A  Development  Stage  Company)

                            STATEMENTS  OF  OPERATIONS
                                  (Unaudited)


                                          Three  Months  Ended       Six  Months  Ended
                                             December  31               December  31
                                         ------------------------  ----------------------------

                                             2001          2000          2001          2000
                                         ------------  ------------  ------------  ------------
<S>                                      <C>           <C>           <C>           <C>
Revenues                                 $         -   $         -   $         -   $         -
Administrative pre-opening and
  development expenses                       210,744        85,828       269,842       133,586
                                         ------------  ------------  ------------  ------------

      Net loss                           $  (210,744)  $   (85,828)  $  (269,842)  $  (133,586)
                                         ============  ============  ============  ============


Loss per common share                    $      (.01)  $      (.01)  $      (.01)  $      (.01)
                                         ============  ============  ============  ============

Loss per common share assuming dilution  $      (.01)  $      (.01)  $      (.01)  $      (.01)
                                         ============  ============  ============  ============

Weighted average outstanding shares       19,152,966    18,127,966    18,640,466    18,127,966
                                         ============  ============  ============  ============
</TABLE>





                  See Notes to Condensed Financial Statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                        COOL  CAN  TECHNOLOGIES,  INC.
                      (A  Development  Stage  Company)

                   CONDENSED  STATEMENTS  OF  CASH  FLOWS
                                 (Unaudited)


                                                           Six  Months  Ended
                                                              December  31
                                                         ----------------------

                                                            2001        2000
                                                         ----------  ----------
<S>                                                      <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                               $(269,842)   (133,586)
  Amortization                                               1,200       1,200
  Stock option compensation expense                        120,000           -
  Decrease in prepaid expenses                                   -        (535)
  Increase (decrease) in accounts payable                    4,522      31,342
  Increase (decrease) in accounts payable, stockholders     42,500           -
                                                         ----------  ----------
      Net cash used in operating activities               (101,620)   (101,579)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Due to stockholders                                       50,500     101,000
                                                         ----------  ----------


      Net increase in cash                                  50,500     101,000

CASH FLOWS FROM INVESTING ACTIVITIES:

  Issuance of common stock                                  50,000           -
                                                         ----------  ----------

      Net decrease in cash                                  (1,120)       (579)

Cash:
  Beginning of period                                        1,515         579
                                                         ----------  ----------

  End of period                                          $     395   $       -
                                                         ==========  ==========

Noncash financing and investing activities:
  Conversion of debt to common stock                     $ 205,000
                                                         ==========
  Conversion of payable to common stock                  $  10,000
                                                         ==========
</TABLE>



                  See Notes to Condensed Financial Statements.

                                       5
<PAGE>


                         COOL  CAN  TECHNOLOGIES,  INC.
                        (A  Development  Stage  Company)

                    NOTES  TO  CONDENSED  FINANCIAL  STATEMENTS
                                  (Unaudited)


Note  1.     Condensed  Financial  Statements:

The condensed balance sheet as of December 31, 2001, the statement of operations
for  the  six-month  periods ended December 31, 2001 and 2000, and the condensed
statement  of cash flows for the six-month periods then ended 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
December  31,  2001  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, 2001
audited  financial  statements.  The  results of operations for the period ended
December  31,  2001  are not necessarily indicative of the operating results for
the  full  year.

Note  2.     Stockholders'  Equity:

During the six months ended December 31, 2001, stockholders' deficit changed for
net  loss  of  $269,842  and  for  the  issuance  of  common stock for $385,000.

Note  3.     Stock  Compensation:

The  Company  has  adopted  the  provisions  of  FASB  Interpretation  No.  44,
"Accounting  for  Certain  Transactions  Involving  Stock  Compensation  -  an
interpretation  of  APB  Opinion  No.  25"  ("FIN44").  FIN  44  clarifies  the
accounting consequence of various modifications to the terms of previously fixed
stock  options  or  awards.

On  September 21, 2001, the Company repriced 3,550,000 stock options to $.60 per
share.  In  October,  2001, the Company repriced 1,050,000 stock options to $.31
per  share for directors and employees.  500,000 of these options were exercised
at  $.31  per  share.  In  addition, the Company issued 600,000 shares of common
stock  in  exchange  for  $60,000  in  debt  at  November  30,  2001.

Note  4.     Other:

The  Company  has  entered  into  a  funding agreement with a stockholder of the
Company  whereby  the  stockholder  has  been granted the right to provide up to
$1,000,000 of funding over a 12-month period.  The purchase price for any shares
purchased  pursuant  to  the  funding  arrangement will equal 75% of the average
closing  price  of the Company's common shares for the 10 day period immediately
preceding  receipt  by  the  Company of notice of intention to fund.  Any shares
purchased  will  be  restricted  shares.



                                       6


<PAGE>

Item  2.     Management's  Discussion  and  Analysis  or  Plan  of  Operations


FORWARD  LOOKING  STATEMENTS

The  information  in  this discussion contains forward-looking statements within
the  meaning  of  Section  27A  of  the  Securities Act of 1933, as amended, and
Section  21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.  These
forward-looking statements involve risks and uncertainties, including statements
regarding  the Company's capital needs, business strategy and expectations.  Any
statements  contained  herein that are not statements of historical facts may be
deemed  to  be  forward-looking  statements.  In  some  cases,  you can identify
forward-looking  statements  by  terminology  such  as  "may", "will", "should",
"expect",  "plan",  "Intend",  "anticipate",  "believe",  estimate",  "predict",
"potential"  or  "continue",  the  negative  of  such  terms or other comparable
terminology.  Actual  events  or  results  may differ materially.  In evaluating
these  statements,  you  should  consider  various  factors, including the risks
outlined  in  the  Risk  Factors section below, and, from time to time, in other
reports  the  Company files with the SEC.  These factors may cause the Company's
actual  results  to  differ  materially from any forward-looking statement.  The
Company  disclaims  any  obligation  to  publicly  update  these  statements, or
disclose  any difference between its actual results and those reflected in these
statements.  The  information  constitutes forward-looking statements within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.

OVERVIEW

We are in the business of developing and marketing a patented unique proprietary
technology  which will allow for the licensing and manufacture of a commercially
viable  self-chilling  beverage  container  product.

Our proposed product is referred to by us as the "Cool Can" product and consists
of a module for insertion in an aluminium 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 aluminium
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.

Our  Cool  Can  product  is  presently  in  the  development stage.  We have not
finalized commercialization of our Cool Can product and we have not yet achieved
any  sales  of  our  Cool  Can  product.

                                       7
<PAGE>

PLAN  OF  OPERATION

Our  plan  of  operations  for  the  next  twelve  months includes the following
components:

1.     The  first  phase  will  be  to  proceed  with  product  development  and
production  of  samples  of  our self-chilling beverage container modules.  This
phase  will  include  the  following  elements:

   (a)  Product  fabrication,  including  testing  and studying design concepts,
making  required  design  modifications,  developing  and  building  a  fully
functioning  prototype  self-chilling  beverage  container.

   (b)  Follow  on  prototype  development including, analysis, testing and fine
tooling  required  for  production  and  finalizing  all production drawings and
specifications.

   (c)  Producing  high-volume  production cost estimates and methods, including
estimation  of tooling costs, sourcing production facilities and requesting bids
for tender from potential manufacturers of component parts and analysis and cost
estimates  for  projected  method  of  assembling  of  chilling  module.

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
consultation  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 test the
finished  product  in  the  market.

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 six
months,  commencing  upon  us  achieving the required financing, at an estimated
cost  of  $200,000.

2.     Consultation  feedback is estimated to take place over a timeframe of six
months  following  completion  of  phase  one  at an estimated cost of $100,000.

                                       8
<PAGE>

3.     Marketing  and  licensing  will follow phase two and is estimated to take
six  months  at  an  estimated  cost  of  $100,000.

We currently have a cash position of $395 as at December 31, 2001.  In addition,
we  have  a current working capital deficit of $359,384 as at December 31, 2001.
Accordingly,  we  will require additional financing in order to proceed with our
plan of operations (see "Liquidity and Capital Resources" below).  If we achieve
financing  that  is  less  than  that  required  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  have  only been able to undertake minimal activities towards the development
of  pursuing our stated plan of operations to develop and commercialize our Cool
Can  Technology  during  the  first  six  months of our current fiscal year.  As
discussed  above,  we  will  not  be able to proceed with our plan of operations
unless  we  achieve  significant  additional  financing.

RESULTS  OF  OPERATIONS

Revenues

We  did  not  earn any revenues during the six months ended December 31, 2001 or
the  year ended June 30, 2001.  We do not anticipate earning revenues until such
time  as  we have completed commercial development of products incorporating our
Cool  Can technology.  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 were $269,842 for the six months ended December 31, 2001,
compared to operating expenses of $133,586 for the six months ended December 31,
2000.  Our  operating  expenses  for  the  six  months  ended  December 31, 2001
included  a  stock  option  compensation expense in the amount of $120,000.  Our
operating  expenses  for the six months ended December 31, 2001 exclusive of the
stock  option  compensation  expense  consisted  primarily  of:  (i)  product
development  expenses in the approximate amount of $16,400; (ii) consulting fees
accrued  to  Mr.  Bruce  Leitch,  our  chief executive officer, in the amount of
$51,000  and  (iii)  legal  and  accounting  expenses  in  the amount of $34,790
incurred  in  connection  with  our  reporting  obligations under the Securities
Exchange  Act  of  1934  and  our  financing  activities.   Product  development
expenses  for  the three months ended December 31, 2001 consisted of expenses in
the  amount  of  $5,419  incurred  in  connection  with  the  pursuit  of patent
protection  for  our  intellectual  property.

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  technology  in  accordance with our plan of operations.

                                       9
<PAGE>

Net  Loss

We  recorded  a net loss of $269,842 for the six months ended December 31, 2001,
compared  to  a net loss of $133,586 for the six months ended December 31, 2000.
Our  net  loss  was  comprised  entirely  of  operating  expenses.

LIQUIDITY  AND  CAPITAL  RESOURCES

We  had  cash  on hand of $395 as at December 31, 2001, compared to $1,515 as at
June  30, 2001.  We had a working capital deficit of $359,384 as at December 31,
2001,  compared  to  $475,742  as  at  June  30,  2001.

We  were  dependent  on  loans  from  certain of our shareholders during the six
months  ended  December  31,  2001,  a private placement of our common stock and
exercises  of  stock  options  to  finance  our business operations.  Loans from
shareholders  decreased  to $346,732 as at December 31, 2001 from $296,732 as at
June  30, 2001 during the three months ended December 31, 2001.  These loans are
outstanding  as  demand  loans  with  no  fixed date for repayment.  There is no
assurance that we will be able to obtain any additional loans from shareholders.
We  completed the issuance of 1,100,000 shares of our common stock for aggregate
proceeds of $215,000 during the three months ended December 31, 2001 pursuant to
the  exercise  of  stock  options.  The proceeds of these issuances were used to
reduce  our  outstanding  debt  to  shareholders and to pay outstanding accounts
liabilities.   Accrued  but unpaid consultant fees payable to our president, Mr.
Bruce  Leitch, increased to $151,140 as at December 31, 2001 from $108,640 as at
June  30,  2001.

We sold an additional 125,000 shares of our common stock at a price of $0.40 per
share to Bay Financial S.A., a private investor, pursuant to Regulation S of the
Securities  Act  of  1933  on  October 29, 2001.  The proceeds of this sale were
applied  to  our  ongoing  product  development  program  and to general working
capital  purposes.  This  sale  was  completed pursuant to a funding arrangement
with  Bay  Financial whereby we granted Bay Financial the right to provide up to
$1,000,000 of funding over a 12-month period.  The purchase price for any shares
purchased  pursuant  to  the  funding  arrangement will equal 75% of the average
closing  price  of  the  shares  of  our  common  stock  for  the  10 day period
immediately  preceding  receipt  by  us  of notice of intention to fund from the
investor.  Any  shares  purchased  will  be  restricted  shares.  There  is  no
assurance  that  Bay  Financial  will  exercise its right to purchase additional
shares  of  our  common  stock  under  this  funding  arrangement.

Our  current monthly operating expenses are approximately $12,000 per month. Our
current  cash  reserves  are  only  sufficient  to  enable  us to operate for an
additional  one  month, assuming that our revenues remain constant. In addition,
we  require  approximately $400,000 in order to carry out our plan of operations
over  the  next  twelve  months.  Accordingly,  we  will  immediately  require
additional financing if we are to continue as a going concern and to finance our
business  operations.  We  anticipate  that  any  additional  financing would be
through  the  sales of our common stock or other equity-based securities. We are
presently  in  the  process  of  negotiating private placements of securities to
raise  working  capital  to  finance its operations. However, we do not have any
arrangements  in

                                       10
<PAGE>

place for  the  sale of any of our securities and there is no assurance  that we
will be able to raise the additional capital that we  require to  continue
operations.  In  the  event that we are unable to raise additional financing
on  acceptable  terms,  we  intend  to reduce our product development
efforts  and  may  implement  additional  actions  to  reduce  expenditures.

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  the  our  Cool  Can  product  once  development  is  complete.


PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings

None.

Item  2.  Changes  in  Securities

During  our  quarter  year  ended  December  31,  2001, we completed the sale of
125,000  shares  of our common stock on October 29, 2001 at a price of $0.40 per
share  for  proceeds of $50,000. The purchaser was Bay Financial S.A., a private
investor.  We  completed the offering pursuant to Regulation S of the Securities
Act.  The sale was made in reliance of Category 3 of Rule 903 of Regulation S on
the  basis  that:  (a)  the  sale  was  an offshore transaction; (b) no directed
selling  efforts  were  made  by  us  in  completing  the sale; and (c) offering
restrictions were implement.  These offering restrictions included endorsing all
stock certificates representing the purchased shares with the legend required by
Rule  905  of  Regulation  S.  None  of  the  securities  were  sold  through an
underwriter and accordingly, there were no underwriting discounts or commissions
involved.  No  registration  rights  were  granted  to  the  purchaser.

Item  3.  Defaults  upon  Senior  Securities

None.

                                       11
<PAGE>

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

No  matters  were submitted to our security holders for a vote during the fiscal
quarter  ending  December  31,  2001.

Item  5.  Other  Information

None.

Item  6.  Exhibits  and  Reports  on  Form  8-K

EXHIBITS

None.

REPORTS  ON  FORM  8-K

1.     Form  8-K  filed  November  8, 2001 announcing funding agreement with Bay
Financial,  S.A.

                                       12
<PAGE>

                                   SIGNATURES

In  accordance with the requirements of the Securities and Exchange Act of 1934,
the  Registrant  has duly caused this Form 10-QSB Quarter Report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorised.

COOL  CAN  TECHNOLOGIES,  INC.


By:  /s/ Bruce  Leitch
     --------------------------------------------
     Bruce  Leitch
     President,  Secretary  and  Treasurer
     (Principal  Executive  Officer,
     Principal  Financial  Officer  and  Principal  Accounting  Officer)
     Director
     Date:     February  18,  2002