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

FORM 10-QSB

(Mark One)

x Quarterly Report
  Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 
  For the quarterly period ended September 30, 2004

 ̈ Transition Report
  Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 
  For the transition period from _____ to _____

COMMISSION FILE NUMBER 000-27147

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

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

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

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

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: As of December
  17, 2004, the Issuer had 1,977,000 shares of common stock outstanding.

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

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PART 1 - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been
  prepared in accordance with the instructions to Form 10-QSB and Item 310 (b)
  of Regulation S-B, and, therefore, do not include all information and footnotes
  necessary for a complete presentation of financial position, results of operations,
  cash flows, and stockholders' equity in conformity with generally accepted accounting
  principles in the United States of America. In the opinion of management, all
  adjustments considered necessary for a fair presentation of the results of operations
  and financial position have been included and all such adjustments are of a
  normal recurring nature. Operating results for the quarterly period ended September
  30, 2004 are not necessarily indicative of the results that can be expected
  for the year ending June 30, 2005.

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

2

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NORPAC TECHNOLOGIES, INC. 
  (A Development Stage Company)

BALANCE SHEETS

|ASSETS                                                                    |   | September 30, |   |   | June 30,   |  
|------------------------------------------------------------------------- | - | ------------- | - | - | ---------- | -
|                                                                          |   | 2004          |   |   | 2004       |  
|                                                                          |   | (unaudited)   |   |   | (audited)  |  
|CURRENT ASSETS:                                                           |   |               |   |   |            |  
|Cash                                                                      | $ | 1,355         |   | $ | 256        |  
|Available-for-sale securities                                             |   | 2,940         |   |   | 18,000     |  
|                                                                         
|Total
      Current Assets                                                |   | 4,294         |   |   | 18,256     |  
|                                                                         
|AVAILABLE-FOR-SALE SECURITIES                                             |   | 210,000       |   |   | 300,000    |  
|                                                                         
|INTANGIBLES, NET                                                          |   | 11,400        |   |   | 12,000     |  
|                                                                          | $ | 225,695       |   | $ | 330,256    |  
|                                                                         
|                                                                         
|                                                                         
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                     |   |               |   |   |            |  
|                                                                         
|CURRENT LIABILITIES:                                                      |   |               |   |   |            |  
|Accounts payable                                                          | $ | 183,873       |   | $ | 155,069    |  
|Loan payable                                                              |   | 27,892        |   |   | 25,218     |  
|Accounts payable, stockholder                                             |   | 68,137        |   |   | 59,006     |  
|Accrued interest                                                          |   | 88,100        |   |   | 74,741     |  
|Total
      Current Liabilities                                           |   | 368,002       |   |   | 314,034    |  
|                                                                         
|CONVERTIBLE NOTES, NET OF ORIGINAL ISSUE DISCOUNT                         |   | 300,051       |   |   | 254,778    |  
|                                                                         
|STOCKHOLDERS’ DEFICIT:                                                    |   |               |   |   |            |  
|Common stock, .001 par value, 200,000,000
      shares authorized,        |   |               |   |   |            |  
|1,977,000
      and 1,977,000 shares issued and outstanding, respectively |   | 1,977         |   |   | 1,977      |  
|Additional paid in capital                                                |   | 1,739,384     |   |   | 1,739,384  |  
|Deficit accumulated during the
      development stage                    |   | (2,206,959    | ) |   | (2,059,917 | )
|Accumulated other comprehensive
      income                              |   | 23,240        |   |   | 80,000     |  
|                                                                          |   | (442,358      | ) |   | (238,556   | )
|                                                                         
|                                                                          | $ | 225,695       |   | $ | 330,256    |  

See Notes to Financial Statements.

F-1

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NORPAC TECHNOLOGIES, INC. 
  (A Development Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
  (Unaudited)

|                                                                      |   |                    |   |   |               |   |   | Period From     |  
|--------------------------------------------------------------------- | - | ------------------ | - | - | ------------- | - | - | --------------- | -
|                                                                      |   |                    |   |   |               |   |   | Inception       |  
|                                                                      |   |                    |   |   |               |   |   | (April 1, 1998) |  
|                                                                      |   | Three Months Ended |   |   | Through       |  
|                                                                      |   | September 30,      |   |   | September 30, |  
|                                                                      |   | 2004               |   |   | 2003          |   |   | 2004            |  
|                                                                     
|Revenues                                                              | $ | -                  |   | $ | -             |   | $ | 238,000         |  
|                                                                     
|Administrative pre-opening and                                        |   |                    |   |   |               |   |   |                 |  
|development expenses                                                  |   | (50,211            | ) |   | (35,382       | ) |   | (1,350,515      | )
|Interest expense                                                      |   | (58,766            | ) |   | (60,719       | ) |   | (412,379        | )
|Impairment of intangible                                              |   | -                  |   |   | -             |   |   | (20,000         | )
|Stock compensation expense                                            |   | -                  |   |   | -             |   |   | (624,000        | )
|Realized loss on available-for-sale securities                        |   | (38,065            | ) |   | -             |   |   | (38,065         | )
|                                                                     
|Net loss                                                              |   | (147,042           | ) |   | (96,101       | ) |   | (2,206,959      | )
|                                                                     
|Comprehensive income (loss)                                           |   |                    |   |   |               |   |   |                 |  
|Unrealized gain (loss) on available-for-sale
      securities, net of |   |                    |   |   |               |   |   |                 |  
|reclass adjustment of $38,065,
      $0, and $38,065, respectively    |   | (56,760            | ) |   | (3,000        | ) |   | 23,240          |  
|                                                                     
|Comprehensive loss                                                    | $ | (203,802           | ) | $ | (99,101       | ) | $ | (2,183,719      | )
|                                                                     
|                                                                     
|                                                                     
|Basic loss per common share                                           | $ | (.12               | ) | $ | (.10          | ) | $ | (2.51           | )
|                                                                     
|Diluted loss per common share                                         | $ | (.12               | ) | $ | (.10          | ) | $ | (2.51           | )
|                                                                     
|Weighted average outstanding shares                                   |   | 1,977,000          |   |   | 967,648       |   |   | 880,018         |  

See Notes to Financial Statements.

F-2

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NORPAC TECHNOLOGIES, INC.
  (A Development Stage Company)

STATEMENTS OF CASH FLOWS
  (Unaudited)

|                                                              |   |                    |   |   |               |   |   | Period From     |  
|------------------------------------------------------------- | - | ------------------ | - | - | ------------- | - | - | --------------- | -
|                                                              |   |                    |   |   |               |   |   | Inception       |  
|                                                              |   |                    |   |   |               |   |   | (April 1, 1998) |  
|                                                              |   | Three Months Ended |   |   | Through       |  
|                                                              |   | September 30,      |   |   | September 31, |  
|                                                              |   | 2004               |   |   | 2003          |   |   | 2004            |  
|                                                             
|CASH FLOWS FROM OPERATING ACTIVITIES:                         |   |                    |   |   |               |   |   |                 |  
|Net loss                                                      | $ | (147,042           | ) | $ | (96,101       | ) | $ | (2,206,959      | )
|Amortization expense                                          |   | 600                |   |   | 600           |   |   | 12,600          |  
|Compensation expense, options to nonemployees                 |   | -                  |   |   | -             |   |   | 504,000         |  
|Receipt of available-for-sale securities for                  |   |                    |   |   |               |   |   |                 |  
|agreement extension                                           |   | -                  |   |   | -             |   |   | (238,000        | )
|Excess of fair value of common stock issued
      over        |   |                    |   |   |               |   |   |                 |  
|carrying amount of debt                                       |   | -                  |   |   | -             |   |   | 120,000         |  
|Realized loss on investments                                  |   | 38,025             |   |   | -             |   |   | 38,025          |  
|Amortization of original issue discount                       |   | 45,273             |   |   | 46,981        |   |   | 320,051         |  
|Impairment loss on intangibles                                |   | -                  |   |   | -             |   |   | 20,000          |  
|Increase (decrease) in accounts payable                       |   | 28,804             |   |   | (18,626       | ) |   | 252,671         |  
|Increase in accrued interest                                  |   | 13,359             |   |   | 13,738        |   |   | 90,691          |  
|Increase in accounts payable, stockholders                    |   | 9,131              |   |   | 5,725         |   |   | 302,136         |  
|Decrease in due to stockholders                               |   | -                  |   |   | (326          | ) |   | 20,776          |  
|                                                              |   | (11,850            | ) |   | (48,009       | ) |   | (764,009        | )
|                                                             
|CASH FLOWS FROM INVESTING ACTIVITIES:                         |   |                    |   |   |               |   |   |                 |  
|Proceeds from the sale of available-for-sale
      securities |   | 10,275             |   |   | -             |   |   | 10,275          |  
|Purchase of intangibles                                       |   | -                  |   |   | -             |   |   | (44,000         | )
|                                                              |   | 10,275             |   |   | -             |   |   | (33,725         | )
|                                                             
|CASH FLOWS FROM FINANCING ACTIVITIES:                         |   |                    |   |   |               |   |   |                 |  
|Collection of subscription receivable                         |   | -                  |   |   | 10,000        |   |   | 10,000          |  
|Issuance of common stock                                      |   | -                  |   |   | -             |   |   | 329,769         |  
|Net proceeds from due to stockholders                         |   | -                  |   |   | -             |   |   | 348,928         |  
|Proceeds from loan payable                                    |   | 2,674              |   |   | -             |   |   | 27,892          |  
|Issuance of convertible notes                                 |   | -                  |   |   | -             |   |   | 82,500          |  
|                                                              |   | 2,674              |   |   | 10,000        |   |   | 799,089         |  
|                                                             
|Increase (decrease) in cash                                   |   | 1,099              |   |   | (38,009       | ) |   | 1,355           |  
|Cash:                                                         |   |                    |   |   |               |   |   |                 |  
|Beginning                                                     |   | 256                |   |   | 55,043        |   |   | -               |  
|                                                             
|Ending                                                        | $ | 1,355              |   | $ | 17,034        |   | $ | 1,355           |  
|                                                             
|SUPPLEMENTAL CASH FLOWS INFORMATION:                          |   |                    |   |   |               |   |   |                 |  
|                                                             
|Cash paid for interest                                        | $ | 134                |   | $ | -             |   | $ | 951             |  
|                                                             
|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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NORPAC TECHNOLOGIES, INC. 
  (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

|Note 1. | Nature of Business and Summary of Significant Accounting Policies:
      Financial Statements:
      The balance sheet of Norpac Technologies, Inc. (the
        Company) as of September 30, 2004 and the statements of operations and
        cash flows for the periods ended September 30, 2004 and 2003 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, 2004 and for all periods presented have
        been made. Certain information and footnote disclosures normally included
        in financial statements prepared in accordance with accounting principles
        generally accepted in the United States of America have been condensed
        or omitted. It is suggested that these condensed financial statements
        be read in conjunction with the financial statements and notes thereto
        included in the Company's June 30, 2004 audited financial statements.
        The results of operations for the period ended September 30, 2004 are
        not necessarily indicative of the operating results for the full year.
      Organization and activities:
      Norpac Technologies, Inc. (the Company) was originally
        incorporated on April 1, 1998 in the state of Minnesota. On July 12, 2004
        the Company was reorganized and became a Nevada Corporation (Note 11).
        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 6) are amortized using the straight-line method
        over 10 years. In accordance with Statement of Financial Accounting Standards
        (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived
        Assets” as circumstances dictate, the Company evaluates whether
        changes have occurred that would require revision of the remaining estimated
        lives of recorded long-lived assets, including intangibles, or render
        those assets not recoverable. If such circumstances arise, recoverability
        is determined by comparing the undiscounted net cash flows of long-lived
        assets to their respective carrying values. The amount of impairment,
        if any, is measured based on the projected discounted cash flows using
        an appropriate discount rate. At this time, the Company believes that
        no significant impairment of the remaining intangibles has occurred and
        that no reduction of the estimated useful lives of such assets is warranted
        (see Note 6). Amortization expense for each of the quarters ended September
        30, 2004 and 2003 was $600. Accumulated amortization was $12,600
        and $12,000 at September 30, 2004 and June 30, 2004, 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 three months ended September
        30, 2004 and 2003 or the period from inception through September 30, 2004.
        Stock options and warrants issued to nonemployees are recorded at fair
        value, as required by SFAS No. 123, using the Black Scholes pricing model.
      Had compensation costs for the Company's stock options been determined
        based on the fair value at the grant dates consistent with the method
        of SFAS No. 123, the Company's net loss and loss per common share would
        have been changed to the pro forma amounts indicated below:
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                               |   |                    |   |   |              |   |   | Perod From       |  
| | --------------------------------------------- | - | ------------------ | - | - | ------------ | - | - | ---------------- | -
| |                                               |   |                    |   |   |              |   |   | Inception (April |  
| |                                               |   |                    |   |   |              |   |   | 1, 1998)         |  
| |                                               |   | Three Months Ended |   |   | Through June |  
| |                                               |   | September 30,      |   |   | 30,          |  
| |                                               |   | 2004               |   |   | 2003         |   |   | 2004             |  
| | Net loss                                      | $ | (147,042           | ) | $ | (96,101      | ) | $ | (2,206,959       | )
| | Pro forma net loss                            |   | (147,042           | ) |   | (96,101      | ) |   | (2,206,959       | )
|
| | Stock based compensation                      |   |                    |   |   |              |   |   |                  |  
| | As reported                                   |   | 0                  |   |   | 0            |   |   | 0                |  
| | Pro forma                                     |   | 0                  |   |   | 0            |   |   | 0                |  
|
| | Basic and diluted loss per common
      share |   |                    |   |   |              |   |   |                  |  
| | As reported                                   |   | ($0.12             | ) |   | ($ 0.10      | ) |   | ($ 2.51          | )
| | Pro forma                                     |   | ($0.12             | ) |   | ($ 0.10      | ) |   | ($ 2.52          | )

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, 2004 and 2003:


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

F-5

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|Note 1. | Nature of Business and Summary of Significant Accounting
        Policies (continued):
      Loss per common share:
      Loss per share is computed based on the weighted average
        number of common shares outstanding. Potential issuances that would reduce
        loss per common share are considered anti-dilutive and are excluded from
        the computation.
      Advertising:
      Advertising costs, if any, are expensed as they occur.
        Advertising costs were $0 for each of the three months ended September
        30, 2004 and 2003, and $14,662 for the period from inception (April
        1, 1998) through September 30, 2004.
      Comprehensive loss:
      SFAS No. 130 “Reporting Comprehensive Income”
        establishes standards for reporting and presentation of comprehensive
        loss and its components in a full set of financial statements. Comprehensive
        loss consists of the Company’s net loss and unrealized gain (loss)
        on available-for-sale securities and is presented in the statements of
        operations and comprehensive loss. Statement 130 only requires additional
        disclosure in the financial statements; it does not affect the Company’s
        financial position or results of operations.
      Estimates and assumptions:
      The preparation of the financial statements in conformity
        with accounting principles generally accepted in the United States of
        America requires management to make estimates and assumptions that affect
        the reported amounts of assets and liabilities and disclosure of contingent
        assets and liabilities at the date of the financial statements and revenues
        and expenses during the reporting period. Significant estimates include
        the valuation of stock issued. Actual results could differ from these
        estimates.
      Start-up costs:
      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, 2004 and June 30,
        2004.
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-6

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|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 benefit for income taxes differs from the amount
        computed by applying the U.S. federal income tax rate to loss before income
        taxes for the three months ended September 30:
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                            |   | 2004    |   |   | 2003    |  
| | ------------------------------------------ | - | ------- | - | - | ------- | -
| | Expected tax (benefit) at statutory rate   | $ | (52,935 | ) | $ | (32,700 | )
| | State tax effects                          |   | (10,293 | ) |   | (5,800  | )
| | Increase (decrease) in valuation allowance |   | 63,228  |   |   | 38,500  |  
| |                                            | $ | -       |   | $ | -       |  

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:


| |                      |   | September 30, |   |   | June 30, |  
| | -------------------- | - | ------------- | - | - | -------- | -
| |                      |   | 2004          |   |   | 2004     |  
| | Deferred tax assets: |   |               |   |   |          |  
| | Pre-opening costs    | $ | 916,451       |   | $ | 853,223  |  
| | Valuation allowance  | $ | (916,451      | ) |   | (853,223 | )
| |                      | $ | -             |   | $ | -        |  

|Note 3. | Stockholders' Equity:
      The Board of Directors have the power and authority
        to fix by resolution any designation, class, series, voting power, preference,
        right, qualification, limitation, restriction, dividend, time and place
        of redemption, and conversion right with respect to any stock of the corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Note 4. | Related Party Transactions:
      The Company currently has a consulting arrangement with
        an officer/stockholder. Such consulting fees totaled $15,000 for the
        three months ended September 30, 2004 and 2003, respectively. Consulting
        fees from inception through September 30, 2004 totaled $513,000. 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 9). The balance due to the officer/stockholder at September 30,
        2004 and June 30, 2004 was $68,137 and $59,006, respectively.
        Amounts due to the officer/ stockholder are unsecured, non-interest bearing,
        and due on demand.

F-7

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|Note 5. | 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. Pursuant to the license agreement described in Note 7, the
        Company received additional securities valued at $175,000. In August and
        September of fiscal year 2005, the Company sold 230,000 shares at a loss
        of $38,685 and received proceeds of $10,275. The remaining securities
        consist of 5,070,000 shares of Balsam Ventures, Inc. The market value
        of the securities was $212,940 as of September 30, 2004. Accordingly,
        the Company recorded an unrealized loss on available-for-sale securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Note 6. | Intangibles:
      A United States patent for a self-chilling beverage
        container and parts therefore was obtained by a founding stockholder
        on March 11, 1997. During 1998, the patent and patent holder rights thereunder
        were sold to the Company for $1. Subsequent costs in June 1999 of
        $24,000 to file foreign patent applications have been similarly capitalized.
      In April 2001, the Company acquired a patent pending
        from certain stockholders which expands on the above patent. The acquisition
        agreement required the payment by the Company to the stockholders of $20,000.
        In addition, the Company was to issue to the stockholders: (i) 150,000
        shares of the Company’s common stock upon the grant of a patent
        in connection with the acquired patent pending; and (ii) an additional
        90,000 shares for each country in respect of which the Company grants
        a license of the acquired technology, for the first ten countries, and
        60,000 shares for each additional country, to a maximum of 1,500,000 shares
        under the acquisition agreement. The Company was to also pay an ongoing
        royalty to the stockholders based on sales of products incorporating the
        technology as follows: (i) 4.5% of gross profits achieved by the Company
        on products incorporating the technology; and (ii) 15% of any licensing
        revenues or royalty payments earned by the Company on licenses of the
        acquired technology. The Company had agreed to use its best efforts to
        commercialize the acquired technology and to apply to the United States
        Patent Office for a grant of a patent relating to the patent pending.
        The agreement was cancelled due to the Company’s default under the
        agreement on June 14, 2003 as such, an impairment loss of $20,000
        was recorded for the year ended June 30, 2003.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Note 7. | License Agreement:
      The Company has entered into an exclusive licensing
        agreement (the "Agreement") with Balsam Ventures, Inc. ("Balsam"), dated
        for reference November 30, 2003, granting Balsam the exclusive right and
        license (the “License”), for a period of 40 years, to use,
        commercialize and exploit the Company’s proprietary trademarks,
        patents, process information, technical information, designs and drawings
        associated with the Company’s self-chilling beverage container technology
        (the "Technology") including the right to manufacture, use and sell apparatus
        and products embodying the Technologywithin the countries comprising
        the European Union and the Republic of China. Balsam also has the right
        to sub-license the right to manufacture, use and sell products embodying
        the Technology.
      The consideration for the Agreement is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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

F-8

---

|Note 7. | License Agreement (Continued):
      The Technology and the Company patents and trademarks
        included in the Technology remain the property of the Company subject
        to the terms of the License granted under the Agreement. However, Balsam
        has a right of first refusal to acquire the intellectual property subject
        to the Agreement should the Company seek to dispose of the Technology
        during the currency of the Agreement. The Agreement supersedes all prior
        arrangements and agreements between the Company and Balsam in respect
        of the Technology.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Note 8. | Loan Payable:
      The Company received a loan from a company controlled
        by an independent consultant. The loan is unsecured, non-interest bearing,
        and due on demand. The balance due at September 30 2004 and June 30, 2004
        was $27,892 and $25,218.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Note 9. | Convertible Notes:
      During the period from January through June 2003, the
        Company issued $550,000 of 10% convertible notes pursuant to Regulation
        S of the Securities Act of 1933. The convertible notes are due on or before
        December 31, 2005 and the holder of the note has the right to convert
        the note into the Company’s common stock at any time prior to the
        maturity date. The note is convertible at the lesser of $.02 or 50%
        of the average trading price of the Company’s common stock for the
        10 trading days preceding the date of conversion. The proceeds and conversion
        of accounts payable, accounts payable-stockholder and due to stockholders
        of $550,000 were allocated between the note and the beneficial conversion,
        which were valued using the Black Scholes pricing model. The resulting
        fair value of the beneficial conversion of the note payable into common
        stock as defined in Emerging Issues Task Force (EITF) 00-27 "Application
        of Issue No. 98-5 to Certain Convertible Instruments", in the amount of
        $550,000 is being amortized over the life of the note using the straight-line
        method, which approximates the interest method. The entire proceeds were
        allocated to the beneficial conversion right. The notes may be converted
        at the holder's sole option. The Company may at its option elect to pay
        a portion of the interest due by issuing the Company’s common stock
        as defined in the convertible note agreement.
      On April 23, 2004, an officer/stockholder converted
        a portion of a convertible note in the amount of $20,000. In accordance
        with the convertible note agreement, the Company has issued 1,000,000
        common shares for the conversion and an additional 8,901 common shares
        to satisfy the accrued interest payable on the note.
      The fair value of the beneficial conversion is as follows:
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |                                                         |   | September 30, |   |   | June 30, |  
| | ------------------------------------------------------- | - | ------------- | - | - | -------- | -
| |                                                         |   | 2004          |   |   | 2004     |  
| | Outstanding convertible notes payable                   | $ | 530,000       |   | $ | 530,000  |  
| | Less: beneficial conversion                             |   | (229,949      | ) |   | (275,222 | )
| | Convertible notes, net of original
      issue discount | $ | 300,051       |   | $ | 254,778  |  

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | The convertible notes subscription receivable of $10,000 was collected
      during the months of July and August 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 10. | Company’s Continued Existence:
      The accompanying financial statements have been prepared
        in conformity with accounting principles generally accepted in the United
        States of America, which contemplate continuation of the Company as a
        going concern. However, the Company has sustained substantial losses and
        is still in the development stage. Additional funding will be necessary
        to continue development and marketing of the product. The Company intends
        to arrange for the sale of additional shares of stock to obtain additional
        operating capital for at least the next twelve months. There can be no
        assurance the Company will be able to raise the necessary capital to continue
        in business.

F-9

---

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

FORWARD-LOOKING STATEMENTS

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

OVERVIEW

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

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

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

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

3

---

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

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

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

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


|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | The second phase of our plan of 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

---

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, 2004, we had cash of $1,355 and a
  working capital deficit of $363,708. 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.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2004 Compared To Three Months Ended September 30, 2003

First Quarter Summary

|                  | Three Months Ended
      September 30 |           |  |                      
|----------------- | ------------------------------------- | --------- |  | ---------------------
|                  |                                       |           |  | Percentage           
|                  | 2004                                  | 2003      |  | Increase / (Decrease)
|Revenue           | -                                     | -         |  | -                    
|Expenses          | ($147,042)                            | ($96,101) |  | 53%                  
|Net Income (Loss) | ($147,042)                            | ($96,101) |  | 53%                  

Revenues

We do not anticipate earning revenues from the sale of our products until such time as we have completed commercial development of products incorporating our Cool Can technology.  We did not generate any revenues during the three months ended
September 30, 2004.  Our revenues to date have consisted of licensing fees received by us from the licensing of our Cool Can product.

We have not earned any revenues from sales of our products to date and have incurred losses of $2,206,959 since our inception.  We are presently in the development stage of our business and we can provide no assurance that we will be able to
complete commercial development or successfully sell or license products incorporating our Cool Can technology once development is complete.

5

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Operating Expenses

Our operating expenses for the quarterly periods ended September 30, 2004
  consisted of the following:

|                                    | Three Months Ended September 30 |           |  |                      
|----------------------------------- | ------------------------------- | --------- |  | ---------------------
|                                    |                                 |           |  | Percentage           
|                                    | 2004                            | 2003      |  | Increase / (Decrease)
|Selling, General and                | ($50,211)                       | ($35,382) |  | 41.9%                
|Administrative Expenses             |                                 |           |  |                      
|Interest Expense                    | ($58,766)                       | ($60,719) |  | (3.2%)               
|Realized Loss on available-for-sale | ($38,065)                       | -         |  | -                    
|securities                          |                                 |           |  |                      
|Total Operating Expenses            | ($147,042)                      | ($96,101) |  | 53%                  

The increase in our operating expenses during the first quarter
  ended September 30, 2004 was primarily due to a realized loss on available-for-sale
  securities incurred during the quarter and an increase in professional fees
  incurred due to our re-organization activites. See Note 5 to our interim financial
  statements for the period ended September 30, 2004 included in this Quarterly
  Report.

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

|         | First Quarter Ended September 30 | 
|-------- | -------------------------------- | 
|         |                                  | 
|         | 2004                             | 
|Net Loss | ($147,042)                       | 



Our net loss for the quarter was comprised entirely of operating expenses.
  The increase in net loss is due primarily to the fact that we recorded a realized
  loss on available-for-sale securities during the quarter and incurred an increase
  in professional fees due to our reorganization-activities.

LIQUIDITY AND FINANCIAL CONDITION

Working Capital

|                          |                       |   |                  |   | Percentage            |  
|------------------------- | --------------------- | - | ---------------- | - | --------------------- | -
|                          | At September 30, 2004 |   | At June 30, 2004 |   | Increase / (Decrease) |  
|Current Assets            | $4,294                |   | $18,256          |   | (76.4%                | )
|Current Liabilities       | $368,002              |   | $314,034         |   | 17.1%                 |  
|Working Capital (Deficit) | ($363,708             | ) | ($295,778        | ) | 22.9%                 |  

6

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Cash Flows

|                                               | Three Months Ended
      September 30 | 
|---------------------------------------------- | ------------------------------------- | 
|                                               | 2004                                  | 
|Cash Flows from (used in) Operating Activities | ($11,850)                             | 
|Cash Flows from (used in) Investing Activities | $10,275                               | 
|Cash Flows from (used in) Financing Activities | $2,674                                | 
|Net Increase (decrease) in Cash During Period  | $1,099                                | 

Our current monthly cash requirements are approximately $20,000
  per month. Our current cash reserves are only sufficient to enable us to operate
  on a short term basis. 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:

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

The financial statements accompanying this quarterly report
  contemplate our continuation as a going concern. However, we have sustained
  substantial losses and are still in the development stage. Additional funding
  will be necessary to continue development and marketing of our product. 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.

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.

7

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RISK FACTORS

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

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

We Require Additional Financing To Continue Our Plan Of
  Operations

Our plan of operations calls for significant expenses in connection
  with the development of our Cool Can product. Our current operating funds are
  insufficient to complete our plan of operations which will require an estimated
  $690,000 to be spent over the next twelve months developing and marketing
  a prototype of our Cool Can product in order to accomplish our goals. As of
  September 30, 2004, being the date of our most recent financial statements,
  we had cash in the amount of $1,355 and a working capital deficit of $363,708.
  Therefore, we will need to obtain additional financing in order to complete
  our prototype development. We will also require additional financing if the
  costs of our Cool Can product development are greater than anticipated. There
  is no assurance that actual cash requirements will not exceed our estimates.
  In particular, additional capital may be required in the event that:

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

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.

8

---

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

To date, we have entered into only one licensing agreement
  with respect to our Cool Can proprietary technology. Our success will depend
  on the acceptance of our Cool Can technology by the beverage industry, as well
  as by related businesses and the general public. Achieving such acceptance will
  require significant research and development investment. Our technology generally,
  and our proposed Cool Can product specifically, may not achieve widespread acceptance
  by businesses in general, or by major beverage suppliers, beverage manufacturers
  or agents thereof, which could limit our ability to develop and expand our business.
  The market for self-chilling beverages is relatively new and is evolving. Our
  ability to generate revenue in the future depends on the acceptance by both
  our customers and beverage manufacturers in general. The adoption of our Cool
  Can product could be hindered by the perceived costs of this new technology
  to consumers and beverage brand owners. Accordingly, in order to achieve commercial
  acceptance, we will have to educate prospective customers, including large,
  established beverage 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 September 30, 2004,
  being the date of our most recent financial statements, we had a working capital
  deficit of $363,708. 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.

9

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ITEM 3.     CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

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

Changes In Internal Controls Over Financial Reporting

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

10

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PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

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

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5.     OTHER INFORMATION.

None.

11

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ITEM 6.     EXHIBITS.

EXHIBITS

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

|               |  |                                                                                                                                                                      
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                               
|               |  |                                                                                                                                                                      
|3.2            |  | Articles of Merger(6)                                                                                                                                                
|               |  |                                                                                                                                                                      
|3.3            |  | Bylaws as amended(6)                                                                                                                                                 
|               |  |                                                                                                                                                                      
|10.1           |  | Sale of Patent Agreement dated as of June 15, 1998 between
      Cool Can Technologies, Inc. and Edward Halimi(1)                                                    
|               |  |                                                                                                                                                                      
|10.2           |  | Patent and Technology Transfer Agreement dated April 18, 2001
      among Cool Can Technologies, Inc., David St. James, Melanie St. James and
      Edward Halimi.(2)
|               |  |                                                                                                                                                                      
|10.3           |  | Exclusive License Agreement dated June 5, 2002 between Balsam
      Ventures, Inc., and Cool Can Technologies Inc.(3)                                                
|               |  |                                                                                                                                                                      
|10.4           |  | Form of Convertible Note(5)                                                                                                                                          
|               |  |                                                                                                                                                                      
|10.5           |  | Form of Subscription Agreement between Cool Can Technologies,
      Inc. and the Convertible Noteholders(5)                                                          
|               |  |                                                                                                                                                                      
|10.6           |  | Exclusive License Agreement dated for reference November 30,
      2003 between Balsam Ventures, Inc., and Cool Can Technologies Inc.(4)                             
|               |  |                                                                                                                                                                      
|10.7           |  | Agreement and Plan of Merger Agreement dated effective May
      21, 2004 among Cool Can Technologies, Inc. and NorPac Technologies, Inc.(7)                         
|               |  |                                                                                                                                                                      
|14.1           |  | Code of Ethics(8)                                                                                                                                                    
|               |  |                                                                                                                                                                      
|31.1           |  | Certification of Chief Executive
      Officer and Chief Financial Officer as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002                
|               |  |                                                                                                                                                                      
|32.1           |  | Certification of Chief Executive
      Officer and Chief Financial Officer as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002                

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

12

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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: | /s/ Bruce T. Leitch              
|--- | ---------------------------------
|    | BRUCE T. LEITCH                  
|    | Chief Executive Officer          
|    | and Chief Financial Officer      
|    | (Principal Executive Officer,    
|    | Principal Financial Officer      
|    | and Principal Accounting Officer)
|   
|    | Date: December 17, 2004          

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