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

FORM 10-QSB

(Mark One)

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

For the quarterly period ended March 31, 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 APPLICABLE
  Former name, former address and former fiscal year, if changed since last report

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

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: As of July 29,
  2004, the Issuer had 1,976,549 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 opinion of management, all adjustments considered necessary
  for a fair presentation of the results of operations and financial position
  have been included and all such adjustments are of a normal recurring nature.
  Operating results for the quarterly period ended March 31, 2004 are not necessarily
  indicative of the results that can be expected for the year ending June 30,
  2004.

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

2

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

BALANCE SHEETS

|                                                                            |   | March 31,   |   |   | June 30,   |  
|--------------------------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                                            |   | 2004        |   |   | 2003       |  
|                                                                            |   | (unaudited) |   |   | (audited)  |  
|                                                                            |   |             |   |   |            |  
|ASSETS                                                                      |  
|                                                                            |   |             |   |   |            |  
|CURRENT ASSETS:                                                             |   |             |   |   |            |  
|Cash                                                                        | $ | 327         |   | $ | 55,043     |  
|Convertible notes subscription
      receivable                             |   | -           |   |   | 10,000     |  
|Available-for-sale securities                                               |   | 18,000      |   |   | 15,000     |  
|                                                                            |   |             |   |   |            |  
|Total
      Current Assets                                                  |   | 18,327      |   |   | 80,043     |  
|                                                                            |   |             |   |   |            |  
|AVAILABLE-FOR-SALE SECURITIES                                               |   | 300,000     |   |   | -          |  
|                                                                            |   |             |   |   |            |  
|INTANGIBLES, NET                                                            |   | 12,600      |   |   | 14,400     |  
|                                                                            |   | 330,927     |   |   | 94,443     |  
|                                                                            |   |             |   |   |            |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                       |  
|                                                                            |   |             |   |   |            |  
|CURRENT LIABILITIES:                                                        |   |             |   |   |            |  
|Accounts payable                                                            | $ | 124,903     |   | $ | 78,619     |  
|Accounts payable, stockholder                                               |   | 49,890      |   |   | 23,640     |  
|Due to stockholders                                                         |   | -           |   |   | 326        |  
|Accrued interest                                                            |   | 63,998      |   |   | 22,685     |  
|Total
      Current Liabilities                                             |   | 238,791     |   |   | 125,270    |  
|                                                                            |   |             |   |   |            |  
|CONVERTIBLE NOTES, NET OF ORIGINAL ISSUE DISCOUNT                           |   | 221,130     |   |   | 80,186     |  
|                                                                            |   |             |   |   |            |  
|STOCKHOLDERS' DEFICIT:                                                      |   |             |   |   |            |  
|Preferred stock, no par value,
      50,000,000 shares authorized,          |   |             |   |   |            |  
|none
      issued or outstanding                                            |   | -           |   |   | -          |  
|Common stock, no par value, 100,000,000
      shares authorized,            |   |             |   |   |            |  
|19,352,966
      and 19,352,966 shares issued and outstanding, respectively |   | 664,769     |   |   | 664,769    |  
|Additional paid in capital                                                  |   | 1,054,000   |   |   | 1,054,000  |  
|Deficit accumulated during the
      development stage                      |   | (1,927,763  | ) |   | (1,781,782 | )
|Accumulated other comprehensive
      gain (loss)                           |   | 80,000      |   |   | (48,000    | )
|                                                                            |   | (128,994    | ) |   | (111,013   | )
|                                                                            |   |             |   |   |            |  
|                                                                            | $ | 330,927     |   | $ | 94,443     |  

See Notes to Financial Statements.

F-1

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

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
  (Unaudited)

|                                                  |   |                    |   |   |                   |   |   |                |   |   |            |   |   | Period from Inception |  
|------------------------------------------------- | - | ------------------ | - | - | ----------------- | - | - | -------------- | - | - | ---------- | - | - | --------------------- | -
|                                                  |   | Three Months Ended |   |   | Nine Months Ended |   |   | (April 1,1998) |  
|                                                  |   | March 31,          |   |   | March 31,         |   |   | Through        |  
|                                                  |   | 2004               |   |   | 2003              |   |   | 2004           |   |   | 2003       |   |   | March 31, 2004        |  
|                                                  |   |                    |   |   |                   |   |   |                |   |   |            |   |   |                       |  
|Revenues                                          | $ | -                  |   | $ | -                 |   | $ | 175,000        |   | $ | 63,000     |   | $ | 238,000               |  
|                                                  |   |                    |   |   |                   |   |   |                |   |   |            |   |   |                       |  
|Administrative pre-opening and                    |   |                    |   |   |                   |   |   |                |   |   |            |   |   |                       |  
|development expenses                              |   | (112,462           | ) |   | (81,989           | ) |   | (320,981       | ) |   | (179,265   | ) |   | (1,521,763            | )
|Impairment of intangible                          |   | -                  |   |   | -                 |   |   | -              |   |   | -          |   |   | (20,000               | )
|Stock compensation expense                        |   | -                  |   |   | -                 |   |   | -              |   |   | -          |   |   | (624,000              | )
|Net Loss                                          |   | (112,462           | ) |   | (81,989           | ) |   | (145,981       | ) |   | (116,265   | ) |   | (1,927,763            | )
|                                                  |   |                    |   |   |                   |   |   |                |   |   |            |   |   |                       |  
|Other comprehensive gain (loss) - unrealized gain |   |                    |   |   |                   |   |   |                |   |   |            |   |   |                       |  
|(loss) on available-for-sale securities           |   | 79,500             |   |   | (6,000            | ) |   | 128,000        |   |   | (54,000    | ) |   | 80,000                |  
|                                                  |   |                    |   |   |                   |   |   |                |   |   |            |   |   |                       |  
|Comprehensive Loss                                | $ | (32,962            | ) | $ | (87,989           | ) | $ | (17,981        | ) | $ | (170,265   | ) | $ | (1,847,763            | )
|                                                  |   |                    |   |   |                   |   |   |                |   |   |            |   |   |                       |  
|Loss per common share - basic                     | $ | (0.00              | ) | $ | (0.00             | ) | $ | (0.00          | ) | $ | (0.01      | ) | $ | (0.11                 | )
|                                                  |   |                    |   |   |                   |   |   |                |   |   |            |   |   |                       |  
|Loss per common share - diluted                   | $ | (0.00              | ) | $ | (0.00             | ) | $ | (0.00          | ) | $ | (0.00      | ) | $ | (0.11                 | )
|                                                  |   |                    |   |   |                   |   |   |                |   |   |            |   |   |                       |  
|Weighted average outstanding shares               |   | 19,352,966         |   |   | 19,352,966        |   |   | 19,352,966     |   |   | 19,352,966 |   |   | 17,061,139            |  

See Notes to Financial Statements.

F-2

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

STATEMENTS OF CASH FLOWS
  (Unaudited)

|                                                       |   |                   |   |   |           |   |   | Period From     |  
|------------------------------------------------------ | - | ----------------- | - | - | --------- | - | - | --------------- | -
|                                                       |   |                   |   |   |           |   |   | Inception       |  
|                                                       |   |                   |   |   |           |   |   | (April 1, 1998) |  
|                                                       |   | Nine Months Ended |   |   | Through   |  
|                                                       |   | March 31,         |   |   | March 31, |  
|                                                       |   | 2004              |   |   | 2003      |   |   | 2004            |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                  |   |                   |   |   |           |   |   |                 |  
|Net loss                                               | $ | (145,981          | ) | $ | (116,265  | ) | $ | (1,927,763      | )
|Amortization expense                                   |   | 1,800             |   |   | 1,800     |   |   | 11,400          |  
|Compensation expense, options to
      nonemployees    |   | -                 |   |   | -         |   |   | 504,000         |  
|Receipt of available-for-sale securities               |   | (175,000          | ) |   | (63,000   | ) |   | (238,000        | )
|Excess of fair value of common
      stock issued over |   |                   |   |   |           |   |   |                 |  
|carrying
      amount of debt                          |   | -                 |   |   | -         |   |   | 120,000         |  
|Amortization of original issue
      discount          |   | 140,944           |   |   | 37,805    |   |   | 221,130         |  
|Impairment loss on intangibles                         |   | -                 |   |   | -         |   |   | 20,000          |  
|Increase in accounts payable                           |   | 46,284            |   |   | 62,419    |   |   | 193,699         |  
|Increase in accrued interest                           |   | 41,313            |   |   | 10,639    |   |   | 63,998          |  
|Increase in accounts payable, stockholders             |   | 26,250            |   |   | 40,500    |   |   | 283,890         |  
|Increase (decrease) in due to stockholders             |   | (326              | ) |   | 21,102    |   |   | 20,776          |  
|                                                       |   | (64,716           | ) |   | (5,000    | ) |   | (726,870        | )
|                                                       |   |                   |   |   |           |   |   |                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |   |                   |   |   |           |   |   |                 |  
|Purchase of intangibles                                |   | -                 |   |   | -         |   |   | (44,000         | )
|                                                       |   |                   |   |   |           |   |   |                 |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |   |                   |   |   |           |   |   |                 |  
|Issuance of common stock                               |   | -                 |   |   | -         |   |   | 329,769         |  
|Net proceeds from due to stockholders                  |   | -                 |   |   | -         |   |   | 348,928         |  
|Proceeds from convertible notes                        |   |                   |   |   |           |   |   |                 |  
|subscription
      receivable                          |   | 10,000            |   |   | -         |   |   | 10,000          |  
|Issuance of convertible notes                          |   | -                 |   |   | 5,000     |   |   | 82,500          |  
|                                                       |   | 10,000            |   |   | 5,000     |   |   | 771,197         |  
|                                                       |   |                   |   |   |           |   |   |                 |  
|Increase (decrease) in cash                            |   | (54,716           | ) |   | -         |   |   | 327             |  
|Cash:                                                  |   |                   |   |   |           |   |   |                 |  
|Beginning                                              |   | 55,043            |   |   | -         |   |   | -               |  
|                                                       |   |                   |   |   |           |   |   |                 |  
|Ending                                                 | $ | 327               |   | $ | -         |   | $ | 327             |  
|                                                       |   |                   |   |   |           |   |   |                 |  
|SUPPLEMENTAL CASH FLOWS INFORMATION:                   |   |                   |   |   |           |   |   |                 |  
|                                                       |   |                   |   |   |           |   |   |                 |  
|Cash paid for interest                                 | $ | -                 |   | $ | -         |   | $ | 686             |  
|                                                       |   |                   |   |   |           |   |   |                 |  
|NONCASH INVESTING AND FINANCING ACTIVITIES:            |   |                   |   |   |           |   |   |                 |  
|                                                       |   |                   |   |   |           |   |   |                 |  
|Stock issued for amount due to
      stockholders      | $ | -                 |   | $ | -         |   | $ | 205,000         |  
|Stock issued for accounts payable                      | $ | -                 |   | $ | -         |   | $ | 10,000          |  
|Conversion of accounts payable,
      stockholders and |   |                   |   |   |           |   |   |                 |  
|due
      to stockholders and issuance of subscription |   |                   |   |   |           |   |   |                 |  
|receivable
      for convertible notes                 | $ | -                 |   | $ | 456,985   |   | $ | 467,500         |  

See Notes to Financial Statements.

F-3

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

NOTES TO FINANCIAL STATEMENTS

|Note 1. | Nature of Business and Summary
        of Significant Accounting Policies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | Financial Statements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | The balance sheet of Cool
        Can Technologies, Inc. ("the Company") as of March 31, 2004
        and the statements of operations and cash flows for the periods ended
        March 31, 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 March 31, 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, 2003 audited financial
        statements. The results of operations for the period ended March 31, 2004
        are not necessarily indicative of the operating results for the full year.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | Organization and activities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | The Company was incorporated
        on April 1, 1998 in the state of Minnesota. The Company was formed to
        act as a holding company for manufacturing companies and since inception,
        has devoted its efforts to raising capital and pre-opening activities.
        The Company owns a patent for a self-chilling beverage container and parts
        therefore.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | The Company is considered
        to be in the development stage and the accompanying financial statements
        represent those of a development stage enterprise, and therefore, are
        subject to the usual business risks of development stage companies. The
        Company has had no operations. Research and development costs are expensed
        as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | A summary of the Company's
        significant accounting policies follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | Income taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | Deferred taxes are provided
        on the liability method whereby deferred tax assets are recognized for
        deductible temporary differences and operating loss and tax credit carryforwards
        and deferred tax liabilities are recognized for taxable temporary differences.
        Temporary differences are the differences between the reported amounts
        of assets and liabilities and their tax basis. Deferred tax assets are
        reduced by a valuation allowance when, in the opinion of management, it
        is more likely than not that some portion or all of the deferred tax assets
        will not be realized. Deferred tax assets and liabilities are adjusted
        for the effects of changes in tax laws and rates on the date of the enactment.                                                                                                                                                                                                                                                                                                                                                                                                   

F-4

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|Note 1. | Nature of Business and Summary
        of Significant Accounting Policies (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | Intangibles:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | Intangible assets (Note 5)
        are amortized using the straight-line method over 10 years. In accordance
        with Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting
        for the Impairment or Disposal of Long-Lived Assets" as circumstances
        dictate, the Company evaluates whether changes have occurred that would
        require revision of the remaining estimated lives of recorded long-lived
        assets, including intangibles, or render those assets not recoverable.
        If such circumstances arise, recoverability is determined by comparing
        the undiscounted net cash flows of long-lived assets to their respective
        carrying values. The amount of impairment, if any, is measured based on
        the projected discounted cash flows using an appropriate discount rate.
        At this time, the Company believes that no significant impairment of the
        remaining intangibles, has occurred and that no reduction of the estimated
        useful lives of such assets is warranted (see Note 5). Amortization expense
        for each of the quarters ended March 31, 2004 and 2003 was $600. Accumulated
        amortization was $11,400 and $9,600 at March 31, 2004 and June 30, 2003,
        respectively. Estimated annual amortization expense is $2,400 for each
        of the next five years.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | Stock-based compensation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | The Company applies Accounting
        Principles Board (APB) Opinion 25 "Accounting for Stock Issued to Employees"
        and related Interpretations in accounting for its stock options. Accordingly,
        no compensation cost has been recognized for stock options issued to employees
        for the nine months ended March 31, 2004 and 2003 or the period from inception
        through March 31, 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |                                         |   | Three Months Ended |   |   | Nine Months Ended |  
| | --------------------------------------- | - | ------------------ | - | - | ----------------- | -
| |                                         |   | March 31,          |   |   | March 31,         |  
| |                                         |   | 2004               |   |   | 2003              |  
| | Net loss                                | $ | (112,462           | ) | $ | (81,989           | )
| | Pro forma net loss                      |   | (112,462           | ) |   | (81,989           | )
| |                                         |   |                    |   |   |                   |  
| | Stock based compensation                |   |                    |   |   |                   |  
| | As reported                             |   | 0                  |   |   | 0                 |  
| | Pro forma                               |   | 0                  |   |   | 0                 |  
| |                                         |   |                    |   |   |                   |  
| | Basic and diluted loss per common share |   |                    |   |   |                   |  
| | As reported                             | $ | 0.00               |   | $ | 0.00              |  

| | The fair value of each option was estimated using
        the Black-Scholes option-pricing model with the following assumptions
        for the three and nine months ended March 31, 2004 and 2003:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | Loss per common share:
      Loss per share is computed based on the weighted average
        number of common shares outstanding. Potential issuances that would reduce
        loss per common share are considered anti-dilutive and are excluded from
        the computation.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-5

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|Note 1. | Nature of Business and Summary
        of Significant Accounting Policies (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Estimates and assumptions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | The preparation of the financial
        statements in conformity with accounting principles generally accepted
        in the United States of America requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and disclosure of contingent assets and liabilities at the date of the
        financial statements and revenues and expenses during the reporting period.
        Significant estimates include the valuation of stock issued. Actual results
        could differ from these estimates.                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Start-up costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Start-up costs incurred
        in connection with start-up activities are charged to expense as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Carrying value of financial
        instruments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | The carrying value of the
        Company's financial instruments approximates fair value at March 31, 2004
        and June 30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 2. | Income Taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | For income tax purposes,
        pre-opening costs are generally deferred and amortized to expense in future
        tax returns. Accordingly, the Company has no tax loss carryforwards. For
        financial reporting purposes, realization of the value of book vs. tax
        temporary differences is dependent upon the Company generating sufficient
        taxable income in future years. Because of the development stage nature
        of the Company, lack of operating history and potential future stock sales
        (which may limit the value of loss carryforwards) management has eliminated
        the deferred tax value of pre-opening costs by a valuation allowance.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | The 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 nine months ended as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                                        |   | March 31, |   |   | March 31, |  
| | -------------------------------------- | - | --------- | - | - | --------- | -
| |                                        |   | 2004      |   |   | 2003      |  
| | Expected tax benefit at statutory rate | $ | (49,600   | ) | $ | (39,500   | )
| | State tax effects                      |   | (8,800    | ) |   | (7,000    | )
| | Effect of graduated federal rates      |   | -         |   |   |           |  
| | Increase in valuation allowance        |   | 58,400    |   |   | 46,500    |  
| |                                        | $ | -         |   | $ | -         |  

| | 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 at March 31, 2004:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Deferred tax assets:                    |   |          |  
| | --------------------------------------- | - | -------- | -
| | Pre-opening
      costs and other costs | $ | 792,025  |  
| | Valuation allowance                     |   | (792,025 | )
| |                                         | $ | -        |  




---

|Note 3. | Related Party Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | The Company currently has
        a consulting arrangement with an officer/stockholder. Such consulting
        fees totaled $15,000 and $15,000 for the three months ended March 31,
        2004 and 2003, respectively, and $45,000 and $40,500 for the nine months
        ended March 31, 2004 and 2003, respectively. Consulting fees from inception
        through March 31, 2004 totaled $483,000. In 2003, amounts due to the officer/stockholder
        for consulting services rendered totaling $137,510 were transferred to
        third parties to settle debts of the officer/stockholder (which were subsequently
        converted into convertible notes, and $96,490 was converted into convertible
        notes by the officer/stockholder (Note 7). The balance due to the officer/stockholder
        at March 31, 2003 and June 30, 2003 was $49,890 and $23,640, respectively.
        Amounts due to the officer/ stockholder are unsecured, non- interest bearing,
        and due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | The Company received services
        from various stockholders. In 2003, amounts due to the stockholders for
        loans received totaled $144,704, plus an additional $20,000 in consulting
        fees, such that a total of $164,704 were converted into convertible notes
        (Note 7). The advances are unsecured, non-interest bearing, and due on
        demand. The balance due to the various stockholders was $0 and $326 as
        of March 31, 2004 and June 30, 2003, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Note 4. | Available-for-sale Securities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | The Company records available-for-sale
        securities at market value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | In November 2002, the Company
        received securities valued at $63,000. Pursuant to the license agreement
        described in Note 6, the Company is entitled to receive additional securities
        valued at $175,000. The securities consist of 5,300,000 shares of Balsam
        Ventures, Inc. The market value of the securities was $318,000 as of March
        31, 2004. Accordingly, the Company recorded an unrealized gain on available-for-sale
        securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Note 5. | Intangibles:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | A United States patent for
        a self-chilling beverage container and parts thereforewas obtained
        by a founding stockholder on March 11, 1997. During 1998, the patent and
        patent holder rights thereunder were sold to the Company for $1. Subsequent
        costs in June 1999 of $24,000 to file foreign patent applications have
        been similarly capitalized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | In April 2001, the Company
        acquired a patent pending from certain stockholders which expands on the
        above patent. The acquisition agreement required the payment by the Company
        to the stockholders of $20,000. In addition, the Company was to issue
        to the stockholders: (i) 150,000 shares of the Company's common stock
        upon the grant of a patent in connection with the acquired patent pending;
        and (ii) an additional 90,000 shares for each country in respect of which
        the Company grants a license of the acquired technology, for the first
        ten countries, and 60,000 shares for each additional country, to a maximum
        of 1,500,000 shares under the acquisition agreement. The Company was to
        also pay an ongoing royalty to the stockholders based on sales of products
        incorporating the technology as follows: (i) 4.5% of gross profits achieved
        by the Company on products incorporating the technology; and (ii) 15%
        of any licensing revenues or royalty payments earned by the Company on
        licenses of the acquired technology. The Company had agreed to use its
        best efforts to commercialize the acquired technology and to apply to
        the United States Patent Office for a grant of a patent relating to the
        patent pending. The agreement was cancelled due to the Company's default
        under the agreement on June 14, 2003 as such, an impairment loss of $20,000
        was recorded for the year ended June 30, 2003.

F-7

---

|Note 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 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 Technology within 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The Technology
        and the Company patents and trademarks included in the Technology remain
        the property of the Company subject to the terms of the License granted
        under the Agreement. However, Balsam has a right of first refusal to acquire
        the intellectual property subject to the Agreement should the Company
        seek to dispose of the Technology during the currency of the Agreement.
        The Agreement supercedes all prior arrangements and agreements between
        the Company and Balsam in respect of the Technology.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Note 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Convertible
        Notes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | During the
        period from January through June 2003, the Company issued $550,000 of
        10% convertible notes pursuant to Regulation S of the Securities Act of
        1933. The convertible notes are due on or before December 31, 2005 and
        the holder of the note has the right to convert the note into the Company's
        common stock at any time prior to the maturity date. The note is convertible
        at the lesser of $.001 or 50% of the average trading price of the Company's
        common stock for the 10 trading days preceding the date of conversion.
        The proceeds and conversion of accounts payable, accounts payable-stockholder
        and due to stockholders of $550,000 were allocated between the note and
        the beneficial conversion, which were valued using the Black Scholes pricing
        model. The resulting fair value of the beneficial conversion of the note
        payable into common stock as defined in Emerging Issues Task Force (EITF)
        00-27 "Application of Issue No. 98-5 to Certain Convertible Instruments",
        in the amount of $550,000 is being amortized over the life of the note
        using the straight-line method, which approximates the interest method.
        The entire proceeds were allocated to the beneficial conversion right.
        The value of the conversion option at the date of issuance exceeded the
        face value of the note resulting in an immediate benefit to the note holder.
        The value of the beneficial conversion, using the Black Scholes pricing
        model, was more than the proceeds received by the Company for the issuance
        of the convertible notes. In accordance with Emerging Issues Task Force
        (EITF) 00-27 "Application of Issue No. 98-5 to Certain Convertible Instruments",
        the full amount of the proceeds ($550,000) was recorded as additional
        paid in capital, and the carrying value of the convertible notes are shown
        net of the original issue discount related to the beneficial conversion.
        The original issue discount is being amortized over the life of convertible
        note.

F-8

---

|Note 7. | Convertible Notes (cont.):                                                                                                                                                                                                                                                                                     
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                
|        | The notes may be converted
        at the holder's sole option. The Company may at its option elect to pay
        a portion of the interest due by issuing the Company's common stock as
        defined in the convertible note agreement. The fair value of the beneficial
        conversion is as follows:

| |                                                             |   | March 31, |   |   | June 30, |  
| | ----------------------------------------------------------- | - | --------- | - | - | -------- | -
| |                                                             |   | 2004      |   |   | 2003     |  
| | Proceeds and conversion of accounts payable,
      accounts |   |           |   |   |          |  
| | payable-stockholder
      and due to stockholders           | $ | 550,000   |   | $ | 550,000  |  
| | Less: beneficial conversion                                 |   | (328,870  | ) |   | (469,814 | )
| | Convertible notes,
      net of original                    |   |           |   |   |          |  
| | issue
      discount                                        | $ | 221,130   |   | $ | 80,186   |  



|        | The convertible
        notes subscription receivable of $10,000 was collected during the three
        months ended September 30, 2003. Interest expense was $60,694 and $48,444
        for the three months ended March 31, 2004 and 2003, respectively, and
        $182,257 and $48,444 for the nine months ended March 31, 2004 and 2003,
        respectively. Interest expense for the three and nine months ended March
        31, 2004 consisted of accrued interest on the convertible notes of $13,712
        and $41,313, respectively, and amortization of original issue discount
        of $46,982 and $140,944, respectively.                                                                                                       
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Note 8. | Company's Continued
        Existence:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | The accompanying
        financial statements have been prepared in conformity with accounting
        principles generally accepted in the United States of America, which contemplate
        continuation of the Company as a going concern. However, the Company has
        sustained substantial losses and is still in the development stage. Additional
        funding will be necessary to continue development and marketing of the
        product. The Company intends to arrange for the sale of additional shares
        of stock to obtain additional operating capital for at least the next
        twelve months. There can be no assurance the Company will be able to raise
        the necessary capital to continue in business.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Note 9. | Subsequent Events:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | On April 23,
        2004, an officer/stockholder converted a portion of a convertible note
        in the amount of $20,000. In accordance with the convertible note agreement,
        the Company has issued 20,000,000 common shares for the conversion and
        an additional 178,007 common shares to satisfy the accrued interest payable
        on the note.                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | On May 14, 2004,
        the Company filed a schedule 14A preliminary proxy statement with the
        Securities and Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | On June 2, 2004,
        subsequent to a review of the filing by the Securities and Exchange Commission,
        the 14A proxy statement was determined to be definitive, and a special
        meeting of shareholders was set for June 21, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | On June 21,
        2004, stockholders of the Company approved an agreement with an effective
        date of July 12, 2004 to merge with NorPac Technologies, Inc. (NorPac),
        a Nevada Corporation. On closing of the Merger Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-9

---

|Note 9. | Subsequent Events
        (cont.):                                                                                                                                                                                                                                                                                                                                                  
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                     
|        | •                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                     
|        | •                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                     
|        | The shares of
        NorPac's common stock to be issued to the Company's stockholders on completion
        of the Merger will not be registered with the Securities and Exchange
        Commission or the securities commission of any U.S. state, and will be
        issued in reliance upon exemptions from registration under the Securities
        Act of 1933, as amended.

---

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

FORWARD-LOOKING STATEMENTS


Certain statements contained in this Management's Discussion
  and Analysis or Plan of Operations and other sections of this quarterly report
  constitute "forward-looking statements" within the meaning of Section 27A of
  the Securities Act of 1933 (the "Securities Act"), and Section 21E of the Securities
  Exchange Act of 1934 (the "Exchange Act"). These statements, identified by words
  such as "plan", "anticipate", "believe", "estimate", "should", "expect" and
  similar expressions include our expectations and objectives regarding our future
  financial position, operating results and business strategy. These statements
  reflect the current views of management with respect to future events and are
  subject to risks, uncertainties and other factors that may cause our actual
  results, performance or achievements, or industry results, to be materially
  different from those described in the forward-looking statements. We do not
  intend to update the forward-looking information to reflect actual results or
  changes in the factors affecting such forward-looking information. We advise
  you to carefully review the reports and documents we file from time to time
  with the Securities and Exchange Commission (the "SEC"), particularly our annual
  report on Form-10KSB, our quarterly reports on Form 10-QSB and our current reports
  on Form 8-K.

OVERVIEW


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

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

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

| | (1) | issue 5,000,000 shares of its common stock to us; and
| | --- | -----------------------------------------------------

3

---

| | (2) | pay us the following royalties:
| | --- | -------------------------------
|
| |     | (a)                            
|
| |     | (b)                            

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

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

PLAN OF OPERATION

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

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



|Phase 1 Prototype Development | Timeline                                                                                                                                                                                                                                                                                                                                                                                             
|----------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Part 1                        | •        Review
      of past progress. •        Development
      of coils and suppliers for the associated parts. •        Development
      of trigger/valve mechanism. •        Development
      of charging and canning system. •        Fabrication
      of six engineering prototype samples. •        Plan,
      cost and schedule for production of 2,000 industry demonstration samples.
|Part 2                        | Production of 2,000 industry demonstration samples.                                                                                                                                                                                                                                                                                                                                                  

|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
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4

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|   | auxiliary equipment will be required for production
        of our planned self-chilling beverage containers and to develop blueprints
        and estimated costs for full-scale production.                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | The third phase of our plan of operations is to
        market and pursue licensing of our Cool Can technology. This phase is
        anticipated to include presentation of product-ready samples to the beverage
        industry. We would seek out qualified candidates for licensing of the
        product in various countries and/or territories. We plan to approach beverage
        manufacturers for joint venture opportunities in order to drive consumer
        trials and to sample the finished product in the market.

We anticipate spending approximately $690,000 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 March 31, 2004, we had cash of $327 and a working capital
  deficit of $220,464. Accordingly, we will require additional financing in order
  to proceed with our plan of operations, see "Liquidity and Capital Resources"
  below. If we do not have sufficient funds to pursue our stated plan of operations,
  then we will scale back our plan of operations to concentrate solely on the
  product development phase of our plan of operations. In this event, we will
  pursue product development to the extent of our financial resources.

RESULTS OF OPERATIONS

Revenues

During the nine month period ended March 31, 2004, we recorded
  revenues of $175,000 compared to revenues of $63,000 during the nine month period
  ended March 31, 2003. Our revenues during the nine months ended March 31, 2004
  are due to our receipt of 5,000,000 restricted shares of Balsam common stock
  (the "Balsam Shares"), in connection with our grant of the License under the
  License Agreement during our second quarter.

We have not earned any revenues from sales of our products
  to date. We do not anticipate earning revenues from the sale of our products
  until such time as we have completed commercial development of products incorporating
  our Cool Can technology. We are presently in the development stage of our business
  and we can provide no assurance that we will be able to complete commercial
  development or successfully sell or license products incorporating our Cool
  Can technology once development is complete.

Operating Expenses


Our operating expenses for the nine months ended March 31,
  2004 increased to $320,981 compared to $179,265 for the nine months ended March
  31, 2003. Our operating expenses for the quarter ended March

5

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31, 2004 increased to $112,462 compared to operating expenses
  of $81,989 for the quarter ended March 31, 2003. The increase in our operating
  expenses during the fiscal quarter ended March 31, 2004 and the nine months
  ended March 31, 2004 was primarily due to the increase in our interest expenses.
  Our interest expenses consist of the amortization of original issue discount
  for our 10% convertible notes and quarterly interest owed to holders of our
  10% convertible notes. See Note 7 to our interim financial statements for the
  period ended March 31, 2004 included in this Quarterly Report.

Our operating expenses for the quarterly period ended March
  31, 2004 consisted entirely of administrative and development expenses, including
  the following:

|Administrative and Development Expenses | Three Month Period EndedMarch 31, 2004
|--------------------------------------- | --------------------------------------
|Professional Fees:                      | $19,000                               
|Management Fees:                        | $15,000                               
|Office Expenses:                        | $1,500                                
|Consulting Fees:                        | $15,000                               
|Interest Expense:                       | $61,000                               

The increased operating expenses during the quarterly period
  ended March 31, 2004 were not reflective of increased product development activities
  during the year. We anticipate that our operating expenses will increase significantly
  if we are able to obtain the financing necessary to continue with the development
  of our Cool Can product and related technology in accordance with our plan of
  operations.

Net Loss


We recorded a net loss of $145,981 for the nine months ended
  March 31, 2004, compared to net loss of $116,265 for the nine months ended March
  31, 2003. We recorded a net loss of $112,462 for the quarter ended March 31,
  2004, compared to a net loss of $81,989 for the quarter ended March 31, 2003.
  Our net loss for the quarter was comprised entirely of operating expenses. The
  increase in net loss is due primarily to the fact that our interest expenses
  increased.

LIQUIDITY AND FINANCIAL CONDITION


As at March 31, 2004, we had cash on hand of $327 and a working
  capital deficit of $220,464, compared to cash on hand of $55,043 and a working
  capital deficit of $45,227 as at June 30, 2003. Amounts due to stockholders
  decreased to Nil on March 31, 2004 from $326 on June 30, 2003.

Our current monthly cash requirements are approximately $15,000
  per month. Our current cash reserves are only sufficient to enable us to operate
  for an additional month. In addition, we require approximately $690,000 in order
  to carry out our plan of operations over the next twelve months. Accordingly,
  we will immediately require additional financing if we are to continue as a
  going concern and to finance our business operations. We anticipate that any
  additional financing would be through the sales of our common stock or other
  equity-based securities. We are presently in the process of negotiating private
  placements of securities to raise working capital to finance our operations.
  However, we do not have any arrangements in place for the sale of any of our
  securities and there is no assurance that we will be able to raise the additional
  capital that we require to continue operations. In the event that we are unable
  to raise additional financing on acceptable terms, we intend to reduce our product
  development efforts and may implement additional actions to reduce expenditures.

We anticipate that we will continue to incur losses for the
  foreseeable future as we expect to incur substantial product development, marketing
  and operating expenses in implementing our plan of operations. Our future

6

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financial results are uncertain due to a number of factors,
  many of which are outside of our control. These factors include, but are not
  limited to:

our ability to develop a commercially marketable Cool Can product;
    the success of our planned license agreements for the Cool Can technology
      that we develop;
    our ability to raise additional capital necessary to implement our business
      strategy and plan of operation;
    our ability to compete with other chilled beverage container technology;
      and
    the success of any marketing and promotional campaign which we conduct
      for our Cool 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 that are material to investors.

RISKS RELATED TO OUR BUSINESS


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

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

We Require Additional Financing To Continue Our Plan Of
  Operations

Our plan of operations calls for significant expenses in connection
  with the development of our Cool Can product. Our current operating funds are
  insufficient to complete our plan of operations which will require an estimated
  $630,000 to be spent over the next 12 months developing and marketing a prototype
  of our Cool Can product in order to accomplish our goals. As of March 31, 2004,
  being the date of our most recent financial statements, we had cash in the amount
  of $327 and a working capital deficit of $220,464. Therefore, we will need to
  obtain additional financing in order to complete our prototype development.
  We will

7

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also require additional financing if the costs of our Cool
  Can product development are greater than anticipated. There is no assurance
  that actual cash requirements will not exceed our estimates. In particular,
  additional capital may be required in the event that:

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


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

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

Our Product Development Program May Not Be Successful

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

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

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

We Have A Limited Operating History


We have a relatively short operating history and we are involved
  in a rapidly evolving and unpredictable industry. As of March 31, 2004, being
  the date of our most recent financial statements, we had a working capital deficit
  of $220,464. We will need to generate significant revenues to achieve profitability,
  which may not occur. We expect operating expenses to increase as a result of
  the further implementation of our business plan. Even if we achieve profitability,
  we may be unable to sustain or increase profitability on a quarterly or annual
  basis in the future. It is possible that we will never achieve profitability.

8

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ITEM 3.               CONTROLS
  AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we carried
  out an evaluation of the effectiveness of the design and operation of our disclosure
  controls and procedures as of the quarterly period ended March 31, 2004 covered
  by this Quarterly Report. This evaluation was carried out under the supervision
  and with the participation of our Chief Executive Officer and Chief Financial
  Officer, Mr. Bruce Leitch. Based upon that evaluation, our Chief Executive Officer
  and Chief Financial Officer concluded that our disclosure controls and procedures
  are effective in timely alerting management to material information relating
  to us required to be included in our periodic SEC filings. There have been no
  significant changes in our internal controls or in other factors that could
  significantly affect internal controls subsequent to the date we carried out
  our evaluation.

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

During our quarterly period ended March 31, 2004, there were
  no changes in our internal control over financial reporting that have materially
  affected, or are reasonably likely to affect, our internal control over financial
  reporting.

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

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

9

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PART II - OTHER INFORMATION

ITEM 1.               LEGAL
  PROCEEDINGS.

None.

ITEM 2.               CHANGES
  IN SECURITIES AND USE OF PROCEEDS.

There were no unregistered sales of our securities during
  the quarterly period ended March 31, 2004. There were also no material changes,
  qualifications, limitations or modifications made to any class of our securities
  during the quarterly period ended March 31, 2004.

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

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

ITEM 3.               DEFAULTS
  UPON SENIOR SECURITIES.



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

There were no matters submitted to our security holders for
  a vote during the quarterly period ended March 31, 2004.

Subsequent to March 31, 2004, we held a special meeting of
  our stockholders on June 21, 2004 (the "Meeting") for the purpose of adopting
  and approving a proposal to reincorporate our company in Nevada by way of a
  merger (the "Merger") between us and our wholly owned subsidiary, NorPac Technologies,
  Inc. made pursuant to the terms of an Agreement and Plan of Merger dated May
  21, 2004.

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

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

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

ITEM 5.               OTHER
    INFORMATION. None.


10

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

EXHIBITS

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

|               |  |                                                                                                                                                                                                       
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                
|               |  |                                                                                                                                                                                                       
|3.1            |  | Articles of Incorporation
        and Bylaws. (1)                                                                                                                                                     
|               |  |                                                                                                                                                                                                       
|3.2            |  | Articles of Merger.(5)                                                                                                                                                                                
|               |  |                                                                                                                                                                                                       
|3.3            |  | Bylaws, as amended. (5)                                                                                                                                                                               
|               |  |                                                                                                                                                                                                       
|10.1           |  | Sale of Patent Agreement
        dated as of June 15, 1998 between Cool Can Technologies, Inc. and Edward
        Halimi. (1)                                                                         
|               |  |                                                                                                                                                                                                       
|10.2           |  | Patent and Technology Transfer
        Agreement dated April 18, 2001 among Cool Can Technologies, Inc., David
        St. James, Melanie St. James and Edward Halimi. (2)                            
|               |  |                                                                                                                                                                                                       
|10.3           |  | Exclusive License Agreement
        dated June 5, 2002 between Balsam Ventures, Inc. and Cool Can Technologies
        Inc.(3)                                                                        
|               |  |                                                                                                                                                                                                       
|10.4           |  | Form of Convertible Note.
        (4)                                                                                                                                                                 
|               |  |                                                                                                                                                                                                       
|10.5           |  | Form of Subscription Agreement
        between Cool Can Technologies, Inc. and the Convertible Noteholders.(4)                                                                                        
|               |  |                                                                                                                                                                                                       
|10.6           |  | Exclusive License Agreement
        dated for reference November 30, 2003 between Balsam Ventures, Inc. and
        Cool Can Technologies, Inc.(4)                                                    
|               |  |                                                                                                                                                                                                       
|31.1           |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.                                            
|               |  |                                                                                                                                                                                                       
|32.1           |  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.

|(1) | Filed with the SEC as an exhibit to our registration statement on Form
      10-SB originally filed on August 26, 1999, as amended.     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed with the SEC as an exhibit to our annual report on Form 10-KSB
      for the year ended June 30, 2001.                            
|(3) | Filed with the SEC on June 20, 2002 as an exhibit to our current report
      on Form 8-K.                                              
|(4) | Filed with the SEC on January 9, 2004 as an exhibit to our current report
      on Form 8-K.                                            
|(5) | Filed with the SEC on July 23, 2004 as an exhibit to our quarterly report
      on Form 10-QSB for the quarter ended September 30, 2003.

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
  quarterly period ended March 31, 2004. The following reports on Form 8-K were
  filed since the quarterly period ended March 31, 2004:

|Date of Form 8-K | Date of Filing with the SEC | Description of the Form 8-K                                                           
|---------------- | --------------------------- | --------------------------------------------------------------------------------------
|January 8, 2004  | January 9, 2004             | Disclosure of Exclusive License Agreement dated for reference
      November 30, 2003.
|                 |                             |                                                                                       
|May 21, 2004     | July 8, 2004                | Disclosure of Agreement and Plan of Merger dated effective
      May 21, 2004         

11

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SIGNATURES

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

|NORPAC TECHNOLOGIES, INC. |                                  
|------------------------- | ---------------------------------
|                          |                                  
|                          |                                  
|By:                       | /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: August 10, 2004            

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