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

FORM 10-QSB

(Mark One)

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

September 30, 2003


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

For the transition period from _____ to _____ COMMISSION FILE NUMBER000-27147 NORPAC TECHNOLOGIES, INC.
    (Name of small business issuer in its charter)


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

COOL CAN TECHNOLOGIES, INC.
  Former name, former address and former fiscal year, if changed since last report

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

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: As of July 5,
  2004 the Issuer had 39,530,973 shares of common stock outstanding.

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

1

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PART 1 - FINANCIAL INFORMATION

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 quarterly period ended September 30, 2003 are not
  necessarily indicative of the results that can be expected for the year ending
  June 30, 2004.

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

BALANCE SHEETS

|ASSETS                                                                      |   | September 30, |   |  |   | June 30,   |  
|--------------------------------------------------------------------------- | - | ------------- | - |  | - | ---------- | -
|                                                                            |   | 2003          |   |  |   | 2003       |  
|                                                                            |   | (unaudited)   |   |  |   | (audited)  |  
|CURRENT ASSETS:                                                             |   |               |   |  |   |            |  
|Cash                                                                        | $ | 17,034        |   |  | $ | 55,043     |  
|Convertible notes subscription
      receivable                             |   | -             |   |  |   | 10,000     |  
|Available-for-sale securities                                               |   | 12,000        |   |  |   | 15,000     |  
|                                                                            |   |               |   |  |   |            |  
|Total
      Current Assets                                                  |   | 29,034        |   |  |   | 80,043     |  
|                                                                            |   |               |   |  |   |            |  
|                                                                            |   |               |   |  |   |            |  
|INTANGIBLES, NET                                                            |   | 13,800        |   |  |   | 14,400     |  
|                                                                            | $ | 42,834        |   |  | $ | 94,443     |  
|                                                                            |   |               |   |  |   |            |  
|                                                                            |   |               |   |  |   |            |  
|                                                                            |   |               |   |  |   |            |  
|LIABILITIES
      AND STOCKHOLDERS' DEFICIT                                 |   |               |   |  |   |            |  
|                                                                            |   |               |   |  |   |            |  
|CURRENT LIABILITIES:                                                        |   |               |   |  |   |            |  
|Accounts payable                                                            | $ | 59,993        |   |  | $ | 78,619     |  
|Accounts payable, stockholder                                               |   | 29,365        |   |  |   | 23,640     |  
|Due to stockholders                                                         |   | -             |   |  |   | 326        |  
|Accrued interest                                                            |   | 36,423        |   |  |   | 22,685     |  
|Total
      Current Liabilities                                             |   | 125,781       |   |  |   | 125,270    |  
|                                                                            |   |               |   |  |   |            |  
|CONVERTIBLE NOTES, NET OF ORIGINAL ISSUE DISCOUNT                           |   | 127,167       |   |  |   | 80,186     |  
|                                                                            |   |               |   |  |   |            |  
|STOCKHOLDERS' DEFICIT:                                                      |   |               |   |  |   |            |  
|Preferred stock, no par value,
      50,000,000 shares authorized,          |   |               |   |  |   |            |  
|none
      issued or outstanding                                            |   | -             |   |  |   | -          |  
|Common stock, no par value, 100,000,000
      shares authorized,            |   |               |   |  |   |            |  
|19,352,966
      and 19,352,966 shares issued and outstanding, respectively |   | 664,769       |   |  |   | 664,769    |  
|Additional paid in capital                                                  |   | 1,054,000     |   |  |   | 1,054,000  |  
|Deficit accumulated during the
      development stage                      |   | (1,877,883    | ) |  |   | (1,781,782 | )
|Accumulated other comprehensive
      loss                                  |   | (51,000       | ) |  |   | (48,000    | )
|                                                                            |   | (210,114      | ) |  |   | (111,013   | )
|                                                                            |   |               |   |  |   |            |  
|                                                                            | $ | 42,834        |   |  | $ | 94,443     |  

See Notes to Financial Statements.

F-1

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

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
  (Unaudited)

|                                                 |   |                    |   |  |   |               |   |  |   | Period From     |  
|------------------------------------------------ | - | ------------------ | - |  | - | ------------- | - |  | - | --------------- | -
|                                                 |   |                    |   |  |   |               |   |  |   | Inception       |  
|                                                 |   |                    |   |  |   |               |   |  |   | (April 1, 1998) |  
|                                                 |   | Three Months Ended |   |  |   | Through       |  
|                                                 |   | September 30,      |   |  |   | September 30, |  
|                                                 |   | 2003               |   |  |   | 2002          |   |  |   | 2003            |  
|                                                 |   |                    |   |  |   |               |   |  |   |                 |  
|Revenues                                         | $ | -                  |   |  | $ | 63,000        |   |  | $ | 63,000          |  
|                                                 |   |                    |   |  |   |               |   |  |   |                 |  
|Administrative pre-opening and                   |   |                    |   |  |   |               |   |  |   |                 |  
|development expenses                             |   | (96,101            | ) |  |   | (38,937       | ) |  |   | (1,296,883      | )
|Impairment of intangible                         |   | -                  |   |  |   | -             |   |  |   | (20,000         | )
|Stock compensation expense                       |   | -                  |   |  |   | -             |   |  |   | (624,000        | )
|                                                 |   |                    |   |  |   |               |   |  |   |                 |  
|Net income (loss)                                |   | (96,101            | ) |  |   | 24,063        |   |  |   | (1,877,883      | )
|                                                 |   |                    |   |  |   |               |   |  |   |                 |  
|Unrealized loss on available-for-sale securities |   | (3,000             | ) |  |   | (36,000       | ) |  |   | (51,000         | )
|                                                 |   |                    |   |  |   |               |   |  |   |                 |  
|Comprehensive loss                               | $ | (99,101            | ) |  | $ | (11,937       | ) |  | $ | (1,928,883      | )
|                                                 |   |                    |   |  |   |               |   |  |   |                 |  
|                                                 |   |                    |   |  |   |               |   |  |   |                 |  
|                                                 |   |                    |   |  |   |               |   |  |   |                 |  
|Basic loss per common share                      | $ | (.01               | ) |  | $ | (.00          | ) |  | $ | (.11            | )
|                                                 |   |                    |   |  |   |               |   |  |   |                 |  
|Diluted loss per common share                    | $ | (.01               | ) |  | $ | (.00          | ) |  | $ | (.11            | )
|                                                 |   |                    |   |  |   |               |   |  |   |                 |  
|Weighted average outstanding shares              |   | 19,352,966         |   |  |   | 19,352,966    |   |  |   | 16,843,553      |  

See Notes to Financial Statements.

F-2

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

STATEMENTS OF CASH FLOWS

|                                                       |   |                    |   |  |   |               |   |  |   | Period From     |  
|------------------------------------------------------ | - | ------------------ | - |  | - | ------------- | - |  | - | --------------- | -
|                                                       |   |                    |   |  |   |               |   |  |   | Inception       |  
|                                                       |   |                    |   |  |   |               |   |  |   | (April 1, 1998) |  
|                                                       |   | Three Months Ended |   |  |   | Through       |  
|                                                       |   | September 30,      |   |  |   | September 30, |  
|                                                       |   | 2003               |   |  |   | 2002          |   |  |   | 2003            |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                  |   |                    |   |  |   |               |   |  |   |                 |  
|Net loss                                               | $ | (96,101            | ) |  | $ | 24,063        |   |  | $ | (1,877,883      | )
|Amortization expense                                   |   | 600                |   |  |   | 600           |   |  |   | 10,200          |  
|Compensation expense, options to
      nonemployees    |   | -                  |   |  |   | -             |   |  |   | 504,000         |  
|Receipt
      of available-for-sale securities for     |   |                    |   |  |   |               |   |  |   |                 |  
|agreement
      extension                              |   | -                  |   |  |   | (63,000       | ) |  |   | (63,000         | )
|Excess
      of fair value of common stock issued over |   |                    |   |  |   |               |   |  |   |                 |  
|carrying
      amount of debt                          |   | -                  |   |  |   | -             |   |  |   | 120,000         |  
|Amortization of original issue
      discount          |   | 46,981             |   |  |   | -             |   |  |   | 127,167         |  
|Impairment loss on intangibles                         |   | -                  |   |  |   | -             |   |  |   | 20,000          |  
|Increase (decrease) in accounts
      payable          |   | (18,626            | ) |  |   | 11,735        |   |  |   | 128,789         |  
|Increase in accrued interest                           |   | 13,738             |   |  |   | -             |   |  |   | 36,423          |  
|Increase in accounts payable, stockholders             |   | 5,725              |   |  |   | 25,500        |   |  |   | 263,365         |  
|Increase (decrease) in due to stockholders             |   | (326               | ) |  |   | 1,102         |   |  |   | 20,776          |  
|                                                       |   | (48,009            | ) |  |   | -             |   |  |   | (710,163        | )
|                                                       |   |                    |   |  |   |               |   |  |   |                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |   |                    |   |  |   |               |   |  |   |                 |  
|Purchase of intangibles                                |   | -                  |   |  |   | -             |   |  |   | (44,000         | )
|                                                       |   |                    |   |  |   |               |   |  |   |                 |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |   |                    |   |  |   |               |   |  |   |                 |  
|Issuance of common stock                               |   | -                  |   |  |   | -             |   |  |   | 329,769         |  
|Net proceeds from due to stockholders                  |   | -                  |   |  |   | -             |   |  |   | 348,928         |  
|Proceeds from convertible notes                        |   |                    |   |  |   |               |   |  |   |                 |  
|subscription receivable                                |   | 10,000             |   |  |   | -             |   |  |   | 10,000          |  
|Issuance of convertible notes                          |   | -                  |   |  |   | -             |   |  |   | 82,500          |  
|                                                       |   | 10,000             |   |  |   | -             |   |  |   | 771,197         |  
|                                                       |   |                    |   |  |   |               |   |  |   |                 |  
|Increase (decrease) in cash                            |   | (38,009            | ) |  |   | -             |   |  |   | 17,034          |  
|Cash:                                                  |   |                    |   |  |   |               |   |  |   |                 |  
|Beginning                                              |   | 55,043             |   |  |   | -             |   |  |   | -               |  
|                                                       |   |                    |   |  |   |               |   |  |   |                 |  
|Ending                                                 | $ | 17,034             |   |  | $ |               |   |  | $ | 17,034          |  
|                                                       |   |                    |   |  |   |               |   |  |   |                 |  
|SUPPLEMENTAL CASH FLOWS INFORMATION:                   |   |                    |   |  |   |               |   |  |   |                 |  
|                                                       |   |                    |   |  |   |               |   |  |   |                 |  
|Cash paid for interest                                 | $ | -                  |   |  | $ | -             |   |  | $ | 686             |  
|                                                       |   |                    |   |  |   |               |   |  |   |                 |  
|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         |  

See Notes to Financial Statements.

F-3

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

NOTES TO FINANCIAL STATEMENTS

|Note 1. | Nature of Business and Summary of Significant Accounting
        Policies:
      Financial Statements:
      The condensed balance sheet of Cool Can Technologies,
        Inc. (the Company) as of September 30, 2003 and the statements of operations
        and cash flows for the periods ended September 30, 2003 and 2002 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 September 30, 2003 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, 2003 audited financial statements.
        The results of operations for the period ended September 30, 2003 are
        not necessarily indicative of the operating results for the full year.
      Organization and activities:
      The Company was incorporated on April 1, 1998 in the
        state of Minnesota. 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 carryforwards and deferred tax liabilities
        are recognized for taxable temporary differences. Temporary differences
        are the differences between the reported amounts of assets and liabilities
        and their tax basis. Deferred tax assets are reduced by a valuation allowance
        when, in the opinion of management, it is more likely than not that some
        portion or all of the deferred tax assets will not be realized. Deferred
        tax assets and liabilities are adjusted for the effects of changes in
        tax laws and rates on the date of the enactment.
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-4

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|Note 1. | Nature of Business and Summary of Significant Accounting
        Policies (continued):
      Intangibles:
      Intangible assets (Note 5) 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 5). Amortization expense for each of the quarters ended September
        30, 2003 and 2002 was $600. Accumulated amortization was $10,200 and $9,600
        at September 30, 2003 and June 30, 2003, respectively. Estimated annual
        amortization expense is $2,400 for each of the next five years.
      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 years
        ended September 30, 2003 and 2002 or the period from inception through
        September 30, 2003. 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 for the three months ended September 30, 2003 and 2002 would have
        been changed to the pro forma amounts indicated below:
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                         |   | 2003    |   |  |   | 2002   |  
| | --------------------------------------- | - | ------- | - |  | - | ------ | -
| | Net income (loss)                       | $ | (96,101 | ) |  | $ | 24,063 |  
| | Pro forma net loss                      |   | (96,101 | ) |  |   | 24,063 |  
| |                                         |   |         |   |  |   |        |  
| | Stock based compensation                |   |         |   |  |   |        |  
| | As reported                             |   |         |   |  |   |        |  
| | Pro forma                               |   | 0       |   |  |   | 0      |  
| |                                         |   | 0       |   |  |   | 0      |  
| | Basic and diluted loss per common share |   |         |   |  |   |        |  
| | As reported                             | $ | (.01    | ) |  | $ | (.00   | )
| | Pro forma                               | $ | (.01    | ) |  |   | (.00   | )

| | The fair value of each option was estimated using the Black-Scholes option-pricing
      model with the following assumptions for the three months ended September
      30, 2003 and 2002:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Risk-free interest rate | 2.5-3.0% 
| | ----------------------- | ---------
| | Expected lives          | 1-2 years
| | Volatility              | 95%      

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

F-5

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|Note 1. | Nature of Business and Summary of Significant Accounting Policies (continued):
      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 September 30, 2003 and June 30, 2003.
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Note 2. | Income Taxes:
      For income tax purposes, pre-opening costs are generally
        deferred and amortized to expense in future tax returns. Accordingly,
        the Company has no tax loss carryforwards. For financial reporting purposes,
        realization of the value of book 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 carryforwards) management has eliminated the deferred tax value of
        pre-opening costs by a valuation allowance.
      The provision (benefit) for income taxes differs from
        the amount computed by applying the U.S. federal income tax rate to loss
        before income taxes as follows:                                                                                                                           

| |                                            |   | 2003    |   |  |   | 2002   |  
| | ------------------------------------------ | - | ------- | - |  | - | ------ | -
| | Expected tax (benefit) at statutory rate   | $ | (32,700 | ) |  | $ | 8,200  |  
| | State tax effects                          |   | (5,800  | ) |  |   | 1,400  |  
| | Effect of graduated federal rates          |   | -       |   |  |   |        |  
| | Increase (decrease) in valuation allowance |   | 38,500  |   |  |   | (9,600 | )
| |                                            | $ | -       |   |  | $ | -      |  

| | Tax law provides for limitation on the use of future loss carryovers
        should significant ownership changes occur.
      The following is a summary of deferred taxes at September 30, 2003:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Deferred tax assets: |   |          |  
| | -------------------- | - | -------- | -
| | Pre-opening costs    | $ | 772,125  |  
| | Valuation allowance  |   | (772,125 | )
| |                      | $ | -        |  

F-6

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|Note 3. | Related Party Transactions:
      The Company currently has a consulting arrangement with
        an officer/stockholder. Such consulting fees totaled $15,000 and $25,500
        for the three months ended September 30, 2003 and 2002, respectively.
        Consulting fees from inception through September 30, 2003 totaled $453,000.
        In 2003, 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 7). The balance due to the officer/stockholder
        at September 30, 2003 and June 30, 2003 was $29,365 and $23,640, respectively.
        Amounts due to the officer/ stockholder are unsecured, non-interest bearing,
        and due on demand.
      The Company received services from various stockholders.
        In 2003, 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 7). The advances are unsecured,
        non-interest bearing, and due on demand. The balance due to the various
        stockholders was $0 and $326 as of September 30, 2003 and June 30, 2003,
        respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Note 4. | Available-for-sale Securities:
      The Company records available-for-sale securities at
        market value.
      In November 2002, the Company received securities valued
        at $63,000. The securities consist of 300,000 shares of Balsam Ventures,
        Inc. The market value of the securities decreased to $12,000 as of September
        30, 2003. Accordingly, the Company recorded an unrealized loss on available-for-sale
        securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Note 5. | 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.

F-7

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|Note 6. | Convertible Notes:
      During the period from January through June 2003, the
        Company issued $550,000 of 10% convertible notes pursuant to Regulation
        S of the Securities Act of 1933. The convertible notes are due on or before
        December 31, 2005 and the holder of the note has the right to convert
        the note into the Company's common stock at any time prior to the maturity
        date. The note is convertible at the lesser of $.001 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. The fair value of the beneficial conversion is as follows:
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                       |   | September 30, |   |  |   | June 30, |  
| | ----------------------------------------------------- | - | ------------- | - |  | - | -------- | -
| |                                                       |   | 2003          |   |  |   | 2003     |  
| | Proceeds and conversion of accounts payable, accounts |   |               |   |  |   |          |  
| | payable-stockholder and due to stockholders           | $ | 550,000       |   |  | $ | 550,000  |  
| | Less: beneficial conversion                           |   | (422,833      | ) |  |   | (469,814 | )
| | Convertible notes, net of original                    |   |               |   |  |   |          |  
| | issue discount                                        | $ | 127,167       |   |  | $ | 80,186   |  

|        | The convertible notes subscription receivable of $10,000
        was collected during the three months ended September 30, 2003. Interest
        expense for the three months ended September 30, 2003 and 2002 was $60,719
        and $0, respectively. Interest expense for the three months ended September
        30, 2003 consisted of accrued interest on the convertible notes of $13,738
        and amortization of the original issue discount of $46,981.                                                                                                                                                                                                                                                                                                                      
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 7. | 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 8. | Subsequent Events:
      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 20,000,000
        common shares for the conversion and an additional 178,007 common shares
        to satisfy the accrued interest payable on the note.
      On May 14, 2004, the Company filed a schedule 14A preliminary
        proxy statement with the Securities and Exchange Commission.
      On June 2, 2004, subsequent to a review of the filing
        by the Securities and Exchange Commission, the 14A proxy statement was
        determined to be definitive, and a special meeting of shareholders was
        set for June 21, 2004.  

F-8

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|Note 8. | Subsequent Events (Continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 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 supercedes all prior arrangements
          and agreements between the Company and Balsam in respect of the Technology.
        On June 21, 2004, stockholders of the Company approved an agreement
          with an effective date of July 12, 2004 to merge with NorPac Technologies,
          Inc. (NorPac), a Nevada Corporation. On closing of the Merger Agreement:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | NorPac will be the surviving corporation of the
            Merger and will continue to operate the Company'sbusiness.
        The Company's shareholders will receive one share
            of common stock of NorPac for each 20 shares of theCompany's common
            stock they own.
        Each 20 options granted to the Company's option
            holders to purchase or otherwise acquire shares of theCompany's common
            stock will be subsequently converted into one option to purchase or
            otherwise acquireshares of NorPac common stock under the same terms
            and conditions.
        Each Cool Can 10% convertible note holder will
            have their notes converted into NorPac convertible noteson the same
            terms and conditions as the Cool Can 10% convertible note, subject
            to the new conversionprice of the lesser of $0.02 or 50% of the average
            trading price of the surviving corporation's commonstock for the 10
            trading days immediately preceding the date of conversion shares of
            common stock of thesurviving corporation.The shares of NorPac's common stock to be issued to the
        Company's stockholders on completion of the Merger will not be registered
        with the Securities and Exchange Commission or the securities commission
        of any U.S. state, and will be issued in reliance upon exemptions from
        registration under the Securities Act of 1933, as amended.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-9

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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" within the meaning of Section 27A of
  the Securities Act of 1933 (the "Securities Act"), and Section 21E of the Securities
  Exchange Act of 1934 (the "Exchange Act"). 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 do not
  intend to update the forward-looking information to reflect actual results or
  changes in the factors affecting such forward-looking information. We advise
  you to carefully review the reports and documents we file from time to time
  with the Securities and Exchange Commission (the "SEC"), particularly our annual
  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:                              

3

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| |  | (a) | a sales royalty equal to 2% of gross profits from
        sales of all apparatus incorporating our proprietary technology and/or
        commercial goods or products incorporating our proprietary technology,
        and
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | (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.

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

|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.                                                                                                                                                                                                                      

4

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We anticipate spending approximately $690,000 over the next
  twelve months, of which $380,000 is anticipated to be spent over the next six
  months, subject to our receiving the necessary financing to enable us to pursue
  our plan of 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.

As at September 30, 2003, we had cash of $17,034 and a working
  capital deficit of $96,747. As at March 31, 2004, being the date of our most
  recent financial statements, we had cash of $327 and a working capital deficit
  of $220,464. 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.

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 that are material to investors.

RESULTS OF OPERATIONS

Revenues

We did not record any revenue during the three month period
  ended September 30, 2003. During the three month period ended September 30,
  2002, we recorded revenue of $63,000 from our receipt of 300,000 restricted
  shares of Balsam common stock in connection with our granting of an extension
  to the Original License Agreement.

We have not earned any revenues from sales of our products
  to date. 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 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.

Our operating expenses for the quarterly period ended September
  30, 2003 increased to $96,101 compared to operating expenses of $38,937 for
  the quarterly period ended September 30, 2002. Our

5

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operating expenses for the quarterly period ended September
  30, 2003 consisted entirely of administrative and development expenses, including
  the following:



|Administrative and Development Expenses | Three Month Period Ended September 30, 2003
|--------------------------------------- | -------------------------------------------
|Professional Fees:                      | $650                                       
|Management Fees:                        | $15,000                                    
|Office Expenses:                        | $3,120                                     
|Consulting Fees:                        | $15,000                                    
|Interest Expense:                       | $61,000                                    

The increased operating expenses during the quarterly period
  ended September 30, 2003 were not reflective of increased product development
  activities during the year. 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.

Net Loss

We recorded a net loss of $96,101 for the quarterly period
  ended September 30, 2003, compared to net income of $24,063 for the quarterly
  period ended September 30, 2002. Our net loss was comprised entirely of operating
  expenses. The increase in net loss is due primarily to the fact that our operating
  expenses increased and that we recorded revenue of $63,000 in the three month
  period ended September 30, 2002 equal to the market value of the Balsam stock
  received by us as consideration for extending the terms of the Original License
  Agreement.

LIQUIDITY AND FINANCIAL CONDITION


As at September 30, 2003, we had cash on hand of $17,034 and
  a working capital deficit of $96,747. As at March 31, 2004, being the date of
  our most recent financial statements, our cash on hand was $327 and our working
  capital deficit was $220,464. Amounts due to stockholders decreased to nil on
  September 30, 2003 from $326 on June 30, 2003.

Our current monthly operating expenses are approximately $15,000
  per month. Our current cash reserves are only sufficient to enable us to operate
  for an additional month. In addition, we require approximately $690,000 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 our operations.
  However, we do not have any arrangements in place for the sale of any of our
  securities and there is no assurance that we will be able to raise the additional
  capital that we require to continue operations. 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:

- our ability to develop a commercially marketable Cool Can product;
- the success of our planned license agreements for the Cool Can technology
    that we develop;
- our ability to raise additional capital necessary to implement our business
    strategy and plan ofoperation;

- our ability to compete with other chilled beverage container technology; and
- the success of any marketing and promotional campaign which we conduct for our Cool Canproduct 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. We intend
  to arrange for the sale of additional shares of our common stock to obtain additional
  operating capital for at least the next twelve months. There can be no assurance
  that we will be able to raise the necessary capital to continue our business.

6

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RISKS RELATED TO OUR BUSINESS

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 estimated
  $630,000 to be spent over the next 12 months developing and marketing a prototype
  of our Cool Can product in order to accomplish our goals. As of March 31, 2004,
  being the date of our most recent financial statements, we had cash in the amount
  of $327 and a working capital deficit of $220,464. Therefore, we will need to
  obtain additional financing in order to complete our prototype development.
  We will also require additional financing if the costs of our Cool Can product
  development are greater than anticipated. There is no assurance that actual
  cash requirements will not exceed our estimates. In particular, additional capital
  may be required in the event that:

- we incur unexpected costs in completing the development of our prototype or encounter anyunexpected technical or other difficulties;
- we incur delays and additional expenses as a result of technology failure;
- we are unable to create a substantial market for our products; or
- 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

7

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industry, as well as by related businesses and the general
  public. Achieving such acceptance will require significant research and development
  investment. Our technology generally, and our proposed Cool Can product specifically,
  may not achieve widespread acceptance by businesses in general, or by major
  beverage suppliers, beverage manufacturers or agents thereof, which could limit
  our ability to develop and expand our business. The market for self-chilling
  beverages is relatively new and is evolving. Our ability to generate revenue
  in the future depends on the acceptance by both our customers and beverage manufacturers
  in general. The adoption of our Cool Can product could be hindered by the perceived
  costs of this new technology to consumers and beverage brand owners. Accordingly,
  in order to achieve commercial acceptance, we will have to educate prospective
  customers, including large, established beverage manufacturers, about the uses
  and benefits of 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, 2004, being
  the date of our most recent financial statements, we had a working capital deficit
  of $220,464. 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.

8

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ITEM 3.               CONTROLS
  AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we carried
  out an evaluation of the effectiveness of the design and operation of our disclosure
  controls and procedures as of the quarterly period ended September 30, 2003
  covered by this Quarterly Report. This evaluation was carried out under the
  supervision and with the participation of our Chief Executive Officer and Chief
  Financial Officer, Mr. Bruce Leitch. Based upon that evaluation, our Chief Executive
  Officer and Chief Financial Officer concluded that our disclosure controls and
  procedures are effective in timely alerting management to material information
  relating to us required to be included in our periodic SEC filings. There have
  been no significant changes in our internal controls or in other factors that
  could significantly affect internal controls subsequent to the date we carried
  out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the SEC's rules
  and forms. Disclosure controls and procedures include, without limitation, controls
  and procedures designed to ensure that information required to be disclosed
  in our reports filed under the Exchange Act is accumulated and communicated
  to management, including our Chief Executive Officer and Chief Financial Officer,
  to allow timely decisions regarding required disclosure.

During our quarterly period ended September 30, 2003, there
  were no changes in our internal control over financial reporting that have materially
  affected, or are reasonably likely to affect, our internal control over financial
  reporting.

The term "internal control over financial reporting" is defined
  as a process designed by, or under the supervision of, the registrant's principal
  executive and principal financial officers, or persons performing similar functions,
  and effected by the registrant's board of directors, management and other personnel,
  to provide reasonable assurance regarding the reliability of financial reporting
  and the preparation of financial statements for external purposes in accordance
  with generally accepted accounting principles and includes those policies and
  procedures that:

| | (1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) | Provide reasonable assurance that transactions are
        recorded as necessary to permit preparation of financial statements in
        accordance with generally accepted accounting principles, and that receipts
        and expenditures of the registrant are being made only in accordance with
        authorizations of management and directors of the registrant; and
|
| | (3) | Provide reasonable assurance regarding prevention
        or timely detection of unauthorized acquisition, use or disposition of
        the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

9

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PART II - OTHER INFORMATION

ITEM 1.               LEGAL
  PROCEEDINGS.

None.

ITEM 2.               CHANGES
  IN SECURITIES AND USE OF PROCEEDS.

There were no unregistered sales of our securities during
  the quarterly period ended September 30, 2003. There were also no material changes,
  qualifications, limitations or modifications made to any class of our securities
  during the quarterly period ended September 30, 2003.

On April 23, 2004, Bruce Leitch, our Chief Executive Officer
  and Chief Financial Officer, and one of our directors, was issued 20,000,000
  shares of our common stock as a result of the partial exercise of his conversion
  rights with respect to an aggregate of $96,490 in 10% convertible notes (the
  "Notes") issued to Mr. Leitch on January 6 and February 14 of 2003. The Notes
  are convertible at the lesser of $0.001 per share or 50% of the average trading
  price of our common stock for the 10 trading days prior to conversion.

As a result of Mr. Leitch's exercise of his conversion rights
  with respect to the Notes, we issued a further 178,007 shares of our common
  stock to Mr. Leitch in satisfaction of our interest obligations under the Notes.
  The Notes allow us to elect to pay accrued interest by issuing common stock
  at 70% of the average market price of our common stock for the 10 trading days
  prior to the interest payment date. Issuance of these shares was made pursuant
  to Regulation S of the Securities Act, on the basis that Mr. Leitch is not a
  "U.S. Person" as defined in Regulation S.

ITEM 3.               DEFAULTS
  UPON SENIOR SECURITIES.

None.

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

There were no matters submitted to our security holders for
  a vote during the quarterly period ended September 30, 2003.

We held a special meeting of our stockholders on June 21,
  2004 (the "Meeting") for the purpose of adopting and approving a proposal to
  reincorporate our company in Nevada by way of a merger (the "Merger") between
  us and our wholly owned subsidiary, NorPac Technologies, Inc. made pursuant
  to the terms of an Agreement and Plan of Merger dated May 21, 2004.

At the Meeting the reincorporation proposal was approved by a majority of our stockholders. The results of the vote taken on the reincorporation proposal were as follows:

| | For:     | 25,521,567 | 
| | -------- | ---------- | 
| |          |            | 
| | Against: | 137,788    | 
| |          |            | 
| | Abstain: | 0          | 

We completed our reincorporation as a Nevada corporation effective
  July 12, 2004. Upon completion of the Merger, our name was changed to "NorPac
  Technologies, Inc." We now exist as a Nevada corporation and are governed by
  the Nevada Revised Statutes. We are no longer a Minnesota corporation.

ITEM 5.               OTHER
  INFORMATION.

None.

10

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ITEM 6.               EXHIBITS
  AND REPORTS ON FORM 8-K

EXHIBITS

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

|Exhibit
      Number |  | Description of Exhibit                                                                                                                                               
|-------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |  |                                                                                                                                                                      
|                     |  |                                                                                                                                                                      
|3.1                  |  | Articles of Incorporation and
      Bylaws(1)                                                                                                                        
|                     |  |                                                                                                                                                                      
|3.2                  |  | Articles of Merger                                                                                                                                                   
|                     |  |                                                                                                                                                                      
|3.3                  |  | Bylaws, as amended                                                                                                                                                   
|                     |  |                                                                                                                                                                      
|10.1                 |  | Sale of Patent Agreement dated
      as of June 15, 1998 between Cool Can Technologies, Inc. and Edward Halimi(1)                                                    
|                     |  |                                                                                                                                                                      
|10.2                 |  | Patent and Technology Transfer
      Agreement dated April 18, 2001 among Cool Can Technologies, Inc., David
      St. James, Melanie St. James and Edward Halimi.(2)
|                     |  |                                                                                                                                                                      
|10.3                 |  | Exclusive License Agreement
      dated June 5, 2002 between Balsam Ventures, Inc. and Cool Can Technologies
      Inc.(3)                                           
|                     |  |                                                                                                                                                                      
|10.4                 |  | Form of Convertible Note (4)                                                                                                                                         
|                     |  |                                                                                                                                                                      
|10.5                 |  | Form of Subscription Agreement
      between Cool Can Technologies, Inc. and the Convertible Noteholders(4)                                                          
|                     |  |                                                                                                                                                                      
|10.6                 |  | Exclusive License Agreement
      dated for reference November 30, 2003 between Balsam Ventures, Inc. and
      Cool Can Technologies, Inc. (4)                      
|                     |  |                                                                                                                                                                      
|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 10-SB originally filed on August 26, 1999, as amended.
|--- | -----------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed with the SEC as an exhibit to our annual report
      on Form 10-KSB for the year ended June 30, 2001                        
|(3) | Filed with the SEC on June 20, 2002 as an exhibit
      to our current report on Form 8-K.                                         
|(4) | Filed with the SEC on January 9, 2004 as an exhibit
      to our current report on Form 8-K.                                       

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
  quarterly period ended September 30, 2003. The following reports on Form 8-K
  were filed since the quarterly period ended September 30, 2003:

|Date of Form 8-K | Date of Filing with the SEC | Description of the Form 8-K                                                           
|---------------- | --------------------------- | --------------------------------------------------------------------------------------
|                 |                             |                                                                                       
|January 8, 2004  | January 9, 2004             | Disclosure of Exclusive License Agreement dated for reference
      November 30, 2003.

11

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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.
|-------------------------
|                         
|                         
|                         
|By:                      
|                         
|                         
|                         
|                         
|                         
|                         
|                         

12

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