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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 September 30,
2005

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

For the transition period from _____ to _____

COMMISSION FILE NUMBER 000-27147

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

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

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

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

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act). 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 November
  16, 2005, the Issuer had outstanding 32,565,390 Shares of Common Stock.

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

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PART I - FINANCIAL INFORMATION

ITEM
1.               
FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and Item 310 (b) of
Regulation S-B, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with accounting
principles generally accepted in the United States of America. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the
quarterly period ended September 30, 2005 are not necessarily indicative of the
results that can be expected for the year ending June 30, 2006.

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

2

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NORPAC TECHNOLOGIES, INC.(A Development Stage Company)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2005













F-1

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NORPAC TECHNOLOGIES, INC.(A Development Stage Company)

BALANCE SHEETS

|                                                                            |   | September 30, |   |   | June 30,   |  
|--------------------------------------------------------------------------- | - | ------------- | - | - | ---------- | -
|                                                                            |   | 2005          |   |   | 2005       |  
|                                                                            |   | (unaudited)   |   |   | (audited)  |  
|ASSETS                                                                      |   |               |   |   |            |  
|                                                                            |   |               |   |   |            |  
|CURRENT ASSETS:                                                             |   |               |   |   |            |  
|Cash                                                                        | $ | -             |   | $ | 307        |  
|Available-for-sale
      securities                                         |   | 3,375         |   |   | 2,250      |  
|                                                                            |   |               |   |   |            |  
|Total Current Assets                                                        |   | 3,375         |   |   | 2,557      |  
|                                                                            |   |               |   |   |            |  
|AVAILABLE-FOR-SALE SECURITIES                                               |   | 375,000       |   |   | 250,000    |  
|                                                                            |   |               |   |   |            |  
|INTANGIBLES, NET                                                            |   | 9,000         |   |   | 9,600      |  
|                                                                            | $ | 387,375       |   | $ | 262,157    |  
|                                                                            |   |               |   |   |            |  
|                                                                            |   |               |   |   |            |  
|                                                                            |   |               |   |   |            |  
|LIABILITIES
      AND STOCKHOLDERS DEFICIT                                 |   |               |   |   |            |  
|                                                                            |   |               |   |   |            |  
|CURRENT LIABILITIES:                                                        |   |               |   |   |            |  
|Checks issued in
      excess of cash in bank                               | $ | 184           |   | $ | -          |  
|Accounts payable                                                            |   | 230,194       |   |   | 223,157    |  
|Loans payable                                                               |   | 88,290        |   |   | 73,290     |  
|Accounts payable, stockholder                                               |   | 125,347       |   |   | 110,347    |  
|Total Current Liabilities                                                   |   | 444,015       |   |   | 406,794    |  
|                                                                            |   |               |   |   |            |  
|STOCKHOLDERS DEFICIT:                                                      |   |               |   |   |            |  
|                                                                            |   |               |   |   |            |  
|Common stock, .001
      par value, 200,000,000 shares authorized,          |   |               |   |   |            |  
|32,565,390
      and 32,565,390 shares issued and outstanding, respectively |   | 32,565        |   |   | 32,565     |  
|Additional paid
      in capital                                            |   | 2,363,585     |   |   | 2,363,585  |  
|Deficit accumulated during the
      development stage                      |   | (2,646,715    | ) |   | (2,608,587 | )
|Accumulated other
      comprehensive income                                |   | 193,925       |   |   | 67,800     |  
|                                                                            |   | (56,640       | ) |   | (144,637   | )
|                                                                            |   |               |   |   |            |  
|                                                                            | $ | 387,375       |   | $ | 262,157    |  

See Notes to Financial Statements.
  F-2

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NORPAC TECHNOLOGIES, INC.(A Development Stage Company)

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

|                                                              |   |                    |   |   |               |   |   | Period From     |  
|------------------------------------------------------------- | - | ------------------ | - | - | ------------- | - | - | --------------- | -
|                                                              |   |                    |   |   |               |   |   | Inception       |  
|                                                              |   |                    |   |   |               |   |   | (April 1, 1998) |  
|                                                              |   | Three Months Ended |   |   | Through       |  
|                                                              |   | September 30,      |   |   | September 30, |  
|                                                              |   | 2005               |   |   | 2004          |   |   | 2005            |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Revenues                                                      | $ | -                  |   | $ | -             |   | $ | 238,000         |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Administrative pre-opening and                                |   |                    |   |   |               |   |   |                 |  
|development expenses                                          |   | (38,128            | ) |   | (50,211       | ) |   | (1,518,849      | )
|Interest expense                                              |   | -                  |   |   | (58,766       | ) |   | (679,541        | )
|Impairment of intangibles                                     |   | -                  |   |   | -             |   |   | (20,000         | )
|Stock compensation expense                                    |   | -                  |   |   | -             |   |   | (624,000        | )
|Realized loss on available-for-sale securities                |   | -                  |   |   | (38,065       | ) |   | (42,325         | )
|                                                              |   |                    |   |   |               |   |   |                 |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Net loss                                                      |   | (38,128            | ) |   | (147,042      | ) |   | (2,646,715      | )
|                                                              |   |                    |   |   |               |   |   |                 |  
|Unrealized gain (loss) on available-for-sale
      securities |   | 126,125            |   |   | (56,760       | ) |   | 193,925         |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Comprehensive income (loss)                                   | $ | 87,997             |   | $ | (203,802      | ) | $ | (2,452,790      | )
|                                                              |   |                    |   |   |               |   |   |                 |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Basic loss per common share                                   | $ | -                  |   | $ | (.07          | ) | $ | (1.07           | )
|                                                              |   |                    |   |   |               |   |   |                 |  
|Diluted loss per common share                                 | $ | -                  |   | $ | (.07          | ) | $ | (1.07           | )
|                                                              |   |                    |   |   |               |   |   |                 |  
|Weighted average outstanding shares                           |   | 32,565,390         |   |   | 1,977,000     |   |   | 2,477,723       |  

See Notes to Financial Statements.
  F-3

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NORPAC TECHNOLOGIES, INC.(A Development Stage Company)

STATEMENTS OF CASH FLOWS(Unaudited)

|                                                              |   |                    |   |   |               |   |   | Period From     |  
|------------------------------------------------------------- | - | ------------------ | - | - | ------------- | - | - | --------------- | -
|                                                              |   |                    |   |   |               |   |   | Inception       |  
|                                                              |   |                    |   |   |               |   |   | (April 1, 1998) |  
|                                                              |   | Three Months Ended |   |   | Through       |  
|                                                              |   | September 30,      |   |   | September 30, |  
|                                                              |   | 2005               |   |   | 2004          |   |   | 2005            |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                         |   |                    |   |   |               |   |   |                 |  
|Net loss                                                      | $ | (38,128            | ) | $ | (147,042      | ) | $ | (2,646,715      | )
|Amortization expense                                          |   | 600                |   |   | 600           |   |   | 15,000          |  
|Compensation expense, options to
      nonemployees           |   | -                  |   |   | -             |   |   | 504,000         |  
|Receipt of available-for-sale
      securities                |   | -                  |   |   | -             |   |   | (238,000        | )
|Excess of fair value of common
      stock issued over        |   |                    |   |   |               |   |   |                 |  
|carrying amount of debt                                       |   | -                  |   |   | -             |   |   | 120,000         |  
|Realized loss on sales of available-for-sale
      securities |   | -                  |   |   | 38,025        |   |   | 42,325          |  
|Amortization of
      original issue discount                 |   | -                  |   |   | 45,273        |   |   | 550,000         |  
|Impairment loss on intangibles                                |   | -                  |   |   | -             |   |   | 20,000          |  
|Increase in accounts
      payable                            |   | 7,037              |   |   | 28,804        |   |   | 298,992         |  
|Increase in accrued interest                                  |   | -                  |   |   | 13,359        |   |   | 127,380         |  
|Increase in accounts
      payable, stockholders              |   | 15,000             |   |   | 9,131         |   |   | 359,346         |  
|Increase (decrease) in due to stockholders                    |   | -                  |   |   | -             |   |   | 20,776          |  
|Net cash flows used
      in operating activities             |   | (15,491            | ) |   | (11,850       | ) |   | (826,896        | )
|                                                              |   |                    |   |   |               |   |   |                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                         |   |                    |   |   |               |   |   |                 |  
|Proceeds from sale of available-for-sale
      securities     |   | -                  |   |   | 10,275        |   |   | 11,225          |  
|Purchase of intangibles                                       |   | -                  |   |   | -             |   |   | (44,000         | )
|Net cash flows from (used in) operating
      activities      |   | -                  |   |   | 10,275        |   |   | (32,775         | )
|                                                              |   |                    |   |   |               |   |   |                 |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                         |   |                    |   |   |               |   |   |                 |  
|Collection of subscription
      receivable                   |   | -                  |   |   | -             |   |   | 10,000          |  
|Issuance of common stock                                      |   | -                  |   |   | -             |   |   | 329,769         |  
|Net change in checks
      issued in excess of cash in bank   |   | 184                |   |   | -             |   |   | 184             |  
|Net proceeds from due to stockholders                         |   | -                  |   |   | -             |   |   | 348,928         |  
|Proceeds from loan
      payable                              |   | 15,000             |   |   | 2,674         |   |   | 88,290          |  
|Issuance of convertible notes                                 |   | -                  |   |   | -             |   |   | 82,500          |  
|Net cash flows from
      financing activities                |   | 15,184             |   |   | 2,674         |   |   | 859,671         |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Increase (decrease) in cash                                   |   | (307               | ) |   | 1,099         |   |   | -               |  
|Cash:                                                         |   |                    |   |   |               |   |   |                 |  
|Beginning                                                     |   | 307                |   |   | 256           |   |   | -               |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Ending                                                        | $ | -                  |   | $ | 1,355         |   | $ | -               |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|SUPPLEMENTAL CASH FLOWS INFORMATION:                          |   |                    |   |   |               |   |   |                 |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Cash paid
      for interest                                  | $ | 8                  |   | $ | 134           |   | $ | 2,169           |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|NONCASH INVESTING AND FINANCING ACTIVITIES:                   |   |                    |   |   |               |   |   |                 |  
|                                                              |   |                    |   |   |               |   |   |                 |  
|Stock issued for amount due to
      stockholders             | $ | -                  |   | $ | -             |   | $ | 205,000         |  
|Stock issued for
      accounts payable                       | $ | -                  |   | $ | -             |   | $ | 10,000          |  
|Conversion of accounts payable,
      stockholders and        |   |                    |   |   |               |   |   |                 |  
|due to stockholders and issuance of subscription              |   |                    |   |   |               |   |   |                 |  
|receivable
      for convertible notes                        | $ | -                  |   | $ | -             |   | $ | 467,500         |  
|Stock issued
      for conversion of notes payable            | $ | -                  |   | $ | -             |   | $ | 550,000         |  
|Stock issued for accrued
      interest on notes payable      | $ | -                  |   | $ | -             |   | $ | 127,381         |  

See Notes to Financial Statements. 
  F-4

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NORPAC TECHNOLOGIES, INC.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

|Note 1. | Nature of Business and Summary of Significant
      Accounting Policies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Financial Statements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | The balance sheet
        of Norpac Technologies, Inc. (the Company) as of September 30, 2005 and
        the statements of operations and cash flows for the periods ended September
        30, 2005 and 2004 have been prepared by the Company, without audit. In
        the opinion of management, all adjustments (which include only normal
        recurring adjustments) necessary to present fairly the financial position,
        results of operations and changes in cash flows at September 30, 2005
        and for all periods presented have been made. Certain information and
        footnote disclosures normally included in financial statements prepared
        in accordance with accounting principles generally accepted in the United
        States of America have been condensed or omitted. It is suggested that
        these condensed financial statements be read in conjunction with the financial
        statements and notes thereto included in the Companys June 30, 2005
        audited financial statements. The results of operations for the period
        ended September 30, 2005 are not necessarily indicative of the operating
        results for the full year.
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | Organization and activities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | NorPac Technologies,
        Inc. (the Company) was originally incorporated on April 1, 1998 in the
        state of Minnesota. On July 12, 2004 the Company was reorganized and became
        a Nevada Corporation (Note 12). The Company was formed to act as a holding
        company for manufacturing companies and since inception, has devoted its
        efforts to raising capital and pre-opening activities. The Company owns
        a patent for a self-chilling beverage container and related component
        parts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 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 revenue from operations. Research and development costs
        are expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 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.                                                                                                                                                                                                                                                                                                                                                                                                               
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F-5

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|Note 1. | Nature of Business and Summary of Significant
      Accounting Policies (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | Intangibles:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | Intangible assets
        (Note 6) are amortized using the straight-line method over 10 years. In
        accordance with Statement of Financial Accounting Standards (SFAS) No.
        144, Accounting for the Impairment or Disposal of Long-Lived Assets
        as circumstances dictate, the Company evaluates whether changes have occurred
        that would require revision of the remaining estimated lives of recorded
        long-lived assets, including intangibles, or render those assets not recoverable.
        If such circumstances arise, recoverability is determined by comparing
        the undiscounted net cash flows of long-lived assets to their respective
        carrying values. The amount of impairment, if any, is measured based on
        the projected discounted cash flows using an appropriate discount rate.
        At this time, the Company believes that no significant impairment of the
        remaining intangibles has occurred and that no reduction of the estimated
        useful lives of such assets is warranted (see Note 8). Amortization expense
        for each of the quarters ended September 30, 2005 and 2004 was $600 and
        accumulated amortization was $15,000 and $12,600, respectively. Estimated
        amortization expense is $2,400 for each of the next three years and $1,800
        for the fourth year.
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | Stock-based compensation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | The Company applies
        Accounting Principles Board (APB) Opinion 25 Accounting for Stock
        Issued to Employees and related Interpretations in accounting for
        its stock options. Accordingly, no compensation cost has been recognized
        for stock options issued to employees for the three months ended September
        30, 2005 and 2004 or the period from inception through September 30, 2005.
        Stock options and warrants issued to non-employees are recorded at fair
        value, as required by SFAS No. 123, using the Black Scholes pricing model.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|        | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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| |                                         |   |                    |   |   |          |   |   | Period From |  
| | --------------------------------------- | - | ------------------ | - | - | -------- | - | - | ----------- | -
| |                                         |   |                    |   |   |          |   |   | Inception   |  
| |                                         |   |                    |   |   |          |   |   | (April 1,   |  
| |                                         |   |                    |   |   |          |   |   | 1998)       |  
| |                                         |   | Three Months Ended |   |   | Through  |  
| |                                         |   | September 30,      |   |   | June 30, |  
| |                                         |   | 2005               |   |   | 2004     |   |   | 2005        |  
| | Net loss                                | $ | (38,128            | ) | $ | (147,042 | ) | $ | (2,646,715  | )
| | Pro forma net loss                      | $ | (38,128            | ) | $ | (147,042 | ) | $ | (2,694,715  | )
| |                                         |   |                    |   |   |          |   |   |             |  
| | Stock based compensation                |   |                    |   |   |          |   |   |             |  
| | As reported                             | $ | -                  |   | $ | -        |   | $ | 504,000     |  
| | Proforma                                | $ | -                  |   | $ | -        |   | $ | 48,000      |  
| |                                         |   |                    |   |   |          |   |   |             |  
| | Basic and diluted loss per common share |   |                    |   |   |          |   |   |             |  
| | As reported                             | $ | -                  |   | $ | (0.07    | ) | $ | (1.07       | )
| | Pro forma                               | $ | -                  |   | $ | (0.07    | ) | $ | (1.09       | )

There were no options issued or vested
  during the three months ended September 30, 2005 and 2004.

F-6

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|Note 1. | Nature of Business and Summary of Significant
      Accounting Policies (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Loss per common share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Loss per share is computed
        based on the weighted average number of common shares outstanding. Potential
        issuances that would reduce loss per common share are considered anti-
        dilutive and are excluded from the computation.                                                                                                                                                                                                                                                                                                                                             
|
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Advertising:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Advertising costs,
        if any, are expensed as they occur. Advertising costs were $0 for the
        three months ended September 30, 2005 and 2004, and $14,662 for the period
        from inception through September 30, 2005.                                                                                                                                                                                                                                                                                                                                                             
|
|
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Comprehensive loss:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | SFAS No. 130 Reporting
        Comprehensive Income establishes standards for reporting and presentation
        of comprehensive loss and its components in a full set of financial statements.
        Comprehensive loss consists of the Companys net loss and unrealized
        gain (loss) on available- for-sale securities and is presented in the
        statements of operations and comprehensive loss. Statement 130 only requires
        additional disclosure in the financial statements; it does not affect
        the Companys financial position or results of operations.
|
|
|
|
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Estimates and assumptions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | The preparation of
        the financial statements in conformity with accounting principles generally
        accepted in the United States of America requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and disclosure of contingent assets and liabilities at the date of the
        financial statements and revenues and expenses during the reporting period.
        Significant estimates include the valuation of stock issued. Actual results
        could differ from these estimates.                 
|
|
|
|
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Start-up costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Costs incurred in connection
        with start-up activities are charged to expense as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Carrying value of financial
        instruments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | The carrying value
        of the Companys financial instruments approximates fair value at
        September 30, 2005 and June 30, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Reclassifications:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Certain amounts reported
        in the prior periods have been reclassified to conform to the current
        year presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|

F-7

---

|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 versus
        tax temporary differences is dependent upon the Company generating sufficient
        taxable income in future years. Because of the development stage nature
        of the Company, lack of operating history and potential future stock sales
        (which may limit the value of loss carryforwards) management has eliminated
        the deferred tax value of pre-opening costs by a valuation allowance.
|
|
|
|
|
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | The benefit for income
        taxes differs from the amount computed by applying the U.S. federal income
        tax rate to loss before income taxes for the three months ended September
        30:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|

| |                                    |   | 2005    |   |   | 2004    |  
| | ---------------------------------- | - | ------- | - | - | ------- | -
| | Expected benefit at statutory rate | $ | (12,964 | ) | $ | (52,935 | )
| | State tax effects                  |   | (2,288  | ) |   | (10,293 | )
| | Increase in valuation allowance    |   | 15,252  |   |   | 63,228  |  
| |                                    | $ | -       |   | $ | -       |  

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

The following is a summary of deferred
  taxes:

| |                      |   | September 30, |   |   | June 30,   |  
| | -------------------- | - | ------------- | - | - | ---------- | -
| |                      |   | 2005          |   |   | 2005       |  
| | Deferred tax assets: |   |               |   |   |            |  
| | Pre-opening costs    | $ | 1,087,943     |   | $ | 1,072,691  |  
| | Valuation allowance  |   | (1,087,943    | ) |   | (1,072,691 | )
| |                      | $ | -             |   | $ | -          |  

|Note 3. | Stockholders Equity:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | The Board of Directors
        have the power and authority to fix by resolution any designation, class,
        series, voting power, preference, right, qualification, limitation, restriction,
        dividend, time and place of redemption, and conversion right with respect
        to any stock of the Company.                                                                                                                                                                                                                                          
|
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Note 4. | Related Party Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | The Company currently
        has a consulting arrangement with an officer/stockholder. Such consulting
        fees totaled $15,000 for each of the three months ended September 30,
        2005 and 2004, respectively. Consulting fees from inception through September
        30, 2005 totaled $573,000. The balance due to the officer/stockholder
        at September 30, 2005 and June 30, 2005 was $125,347 and $110,347, respectively.
        Amounts due to the officer/ stockholder are unsecured, non-interest bearing,
        and due on demand.
|
|
|
|
|

F-8

---

|Note 5. | Available-for-sale Securities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | Investments held by
        the Company are classified as available-for-sale securities. Available-for-sale
        securities are reported at fair value with all unrealized gains or losses
        included in other comprehensive income (loss). The fair value of the securities
        was determined by quoted market prices of the underlying security. For
        purposes of determining gross realized gains or losses, the cost of available-for-sale
        securities is based on specific identification.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
|
|
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | In November 2002, the
        Company received securities valued at $63,000. Pursuant to the license
        agreement described in Note 8, the Company received additional securities
        valued at $175,000. In fiscal year 2005, the Company sold 255,000 shares
        for proceeds of $11,225 and a loss of 42,325 was included in net loss
        for the year ended June 30, 2005. The remaining securities consist of
        5,045,000 shares of Balsam Ventures, Inc. The market value of the remaining
        securities was $378,375 as of September 30, 2005. On an ongoing basis,
        the Company evaluates its investment in available-for-sale securities
        if a decline in fair value is other than temporary. There has been no
        other than temporary declines through September 30, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
|
|
|
|
|
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Note 6. | 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) 7,500 shares of the Companys common
        stock upon the grant of a patent in connection with the acquired patent
        pending; and (ii) an additional 4,500 shares for each country in respect
        of which the Company grants a license of the acquired technology, for
        the first ten countries, and 3,000 shares for each additional country,
        to a maximum of 75,000 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-9

---

|Note 7. | Stock Option Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | The Company adopted
        a Stock Option Plan on June 21, 2000 which authorizes an initial 3,600,000
        shares for issuance of incentive and non-qualified stock options to non-employees.
        The maximum aggregate number of shares that may be optioned and sold under
        the Plan will increase each quarter upon conditions outlined in the Plan.
        Options expire as determined by the Company but in no event later than
        ten years after the date the options are granted.
|
|
|
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | Information relating to stock
        options is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |                                                           |  |           |   |   | Weighted | 
| | --------------------------------------------------------- |  | --------- | - | - | -------- | 
| |                                                           |  | Number of |   |   | Average  | 
| |                                                           |  | Shares    |   |   | Exercise | 
| | Under option, June 30, 2001                               |  | 177,500   |   | $ | 7.50     | 
| | Granted                                                   |  | 30,000    |   |   | .50      | 
| | Exercised  conversion of debt and accounts
      payable |  | (55,000   | ) |   | 1.50     | 
| | Cancelled                                                 |  | (27,500   | ) |   | 3.00     | 
| | Under option, June 30, 2002                               |  | 125,000   |   |   | 2.65     | 
| | Expired                                                   |  | (100,000  | ) |   | 2.20     | 
| | Cancelled                                                 |  | (25,000   | ) |   | 3.00     | 
| | Under option, June 30, 2003                               |  | -         |   |   | -        | 
| | Granted                                                   |  | -         |   |   | -        | 
| | Expired                                                   |  | -         |   |   | -        | 
| | Cancelled                                                 |  | -         |   |   | -        | 
| | Under option, June 30, 2004                               |  |           |   |   |          | 
| | Granted                                                   |  |           |   |   |          | 
| | Expired                                                   |  |           |   |   |          | 
| | Cancelled                                                 |  |           |   |   |          | 
| | Under option, June 30, 2005                               |  |           |   |   |          | 
| | Granted                                                   |  |           |   |   |          | 
| | Expired                                                   |  |           |   |   |          | 
| | Cancelled                                                 |  |           |   |   |          | 
| | Under option, September 30, 2005                          |  | -         |   |   | -        | 
| | Weighted average fair value of options granted during the |  |           |   |   |          | 
| | period ended June 30, 2001                                |  |           |   | $ | -        | 
| | Weighted average fair value of options granted during the |  |           |   |   |          | 
| | period ended June 30, 2002                                |  |           |   | $ | -        | 
| | Weighted average fair value of options granted during the |  |           |   |   |          | 
| | period ended June 30, 2003                                |  |           |   | $ | -        | 
| | Weighted average fair value of options granted during the |  |           |   |   |          | 
| | period ended June 30, 2004                                |  |           |   | $ | -        | 
| | Weighted average fair value of options granted during the |  |           |   |   |          | 
| | period ended June 30, 2005                                |  |           |   | $ | -        | 
| | Weighted average fair value of options granted during the |  |           |   |   |          | 
| | period ended September 30, 2005                           |  |           |   | $ | -        | 

During the year ended June 30, 2002,
  based on the decrease in the market price of the Companys common stock,
  the Company re-priced its stock options. There was no accounting consequence
  or compensation for the options repriced. All options were cancelled or expired
  during the year ended June 30, 2003.

F-10

---

|Note 8. | License Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | The Company
        has entered into an exclusive licensing agreement (the "Agreement") with
        Balsam Ventures, Inc. ("Balsam"), dated for reference November 30, 2003,
        granting Balsam the exclusive right and license (the License),
        for a period of 40 years, to use, commercialize and exploit the Companys
        proprietary trademarks, patents, process information, technical information,
        designs and drawings associated with the Companys self-chilling
        beverage container technology (the "Technology") including the right to
        manufacture, use and sell apparatus and products embodying the 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 was 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 supersedes all prior arrangements and agreements between
        the Company and Balsam in respect of the Technology.                                                                                                                                                                                                                                                                                                                   
|
|
|
|
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Note 9. | Loans Payable:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | In 2005 and
        2004, the Company received loans from four parties. The loans are unsecured,
        non- interest bearing, and due on demand. The balance due at September
        30, 2005 and June 30, 2005 was $88,290 and $73,290, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
|

F-11

---

|Note 10. | Convertible Notes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         | During the period
        from January through June 2003, the Company issued $550,000 of 10% convertible
        notes pursuant to Regulation S of the Securities Act of 1933. The convertible
        notes are due on or before December 31, 2005 and the holder of the note
        has the right to convert the note into the Companys common stock
        at any time prior to the maturity date. The note is convertible at the
        lesser of $.02 or 50% of the average trading price of the Companys
        common stock for the 10 trading days preceding the date of conversion.
        The proceeds and conversion of accounts payable, accounts payable-stockholder
        and due to stockholders of $550,000 were allocated between the note and
        the beneficial conversion, which were valued using the Black Scholes pricing
        model. The resulting fair value of the beneficial conversion of the note
        payable into common stock as defined in Emerging Issues Task Force (EITF)
        00-27 "Application of Issue No. 98-5 to Certain Convertible Instruments",
        in the amount of $550,000 is being amortized over the life of the note
        using the straight-line method, which approximates the interest method.
        The entire proceeds were allocated to the beneficial conversion right.
        The notes may be converted at the holder's sole option. The Company may
        at its option elect to pay a portion of the interest due by issuing the
        Companys common stock as defined in the convertible note agreement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         | On April 23, 2004,
        an officer/stockholder converted a portion of a convertible note in the
        amount of $20,000. In accordance with the convertible note agreement,
        the Company has issued 1,000,000 common shares for the conversion and
        an additional 8,901 common shares to satisfy the accrued interest payable
        on the note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
|
|
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         | On May 26, 2005, an
        officer/stockholder converted the balance of his convertible notes in
        the amount of $76,490. In accordance with the convertible note agreement,
        the Company issued 3,824,500 common shares for the conversion and an additional
        647,337 common shares to satisfy the accrued interest payable on the notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
|
|
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         | In June 2005 all of
        the remaining note holders converted their convertible notes in the amount
        of $453,510. In accordance with the convertibles note agreements the Company
        issued 22,675,500 common shares for the conversion and an additional 3,441,053
        common shares to satisfy the accrued interest payable on the notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
|
|
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         | The fair value of the beneficial
        conversion is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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

|Note 11. | Companys Continued Existence:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | The accompanying financial
        statements have been prepared in conformity with accounting principles
        generally accepted in the United States of America, which contemplate
        continuation of the Company as a going concern. However, the Company has
        sustained substantial losses and is still in the development stage. Additional
        funding will be necessary to continue development and marketing of the
        product. The Company intends to arrange for the sale of additional shares
        of stock to obtain additional operating capital for at least the next
        twelve months. There can be no assurance the Company will be able to raise
        the necessary capital to continue in business.
|
|
|
|
|
|

F-12

---

|Note 12. | Merger:                                                                                                                                                                                                                                        
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                
|         | On June 21,
        2004, stockholders of the Company approved an agreement with an effective
        date of July 12, 2004 to merge with NorPac Technologies, Inc. (NorPac),
        a Nevada Corporation. On closing of the Merger Agreement:
|
|
|         |                                                                                                                                                                                                                                                
|         |                                                                                                                                                                                                                                               
|
|         |                                                                                                                                                                                                                                                
|         |                                                                                                                                                                                                                                               
|
|         |                                                                                                                                                                                                                                                
|         | The impact
        of the merger was accounted for on a retroactive basis in the Companys
        financial statements.                                                                                                                       
|

F-13

---

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 Operation and other sections of this quarterly report
constitute "forward-looking statements". These statements, identified by words
such as plan, "anticipate", "believe", "estimate", "should", "expect" and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. We advise you
to carefully review the reports and documents we file from time to time with the
Securities and Exchange Commission (the SEC), particularly our Annual Reports
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 operation 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 to date. Our ability to
pursue our plan of operation, as discussed below, is contingent upon us
achieving substantial financing, of which there is no assurance. If we are not
able to obtain additional financing on acceptable terms we may pursue other
business opportunities.

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 restricted 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.

Recent Corporate Developments

Our current cash reserves are only sufficient to enable us to
operate on a short term basis. We continue to require additional financing if we
are to continue as a going concern and to finance our business operations. As of
September 30, 2005, we had no cash available and a working capital deficit of
$440,640. Our inability to achieve substantial financing has forced us to
continue to reduce our business operations. We believe that market conditions
and the unwillingness of investors to finance junior technology companies such
as NorPac have contributed to our inability to raise additional capital.

Following the conversion of all of our Convertible Notes into
common shares, and the subsequent elimination of our quarterly interest expense
and Convertible Note debt obligation at maturity date, we believe our
reorganization activities are now complete. We believe that we are now in a
better position to pursue either a joint venture with a strategic partner or
other financing activities. We intend to raise the necessary financing for
completion of production ready samples of our Cool Can product through
collaboration with a strategic industry partner as a joint venture. In the event
we are unable to reach agreement with a joint venture partner for completion of
our plan of operation as stated, we anticipate that additional financing would
be through the sales of our common stock or other equity-based securities. We do
not have any arrangements or agreements in place with respect to a joint venture
and/or for the sale of any of our securities and there is no assurance that we
will be able to raise the additional capital that we require to continue our
operations.

Our current cash reserves are only sufficient to enable us to
operate on a short term basis. 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.

PLAN OF OPERATION

Our plan of operation 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:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4

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


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

We anticipate spending approximately $690,000 on our plan of
operation over the next twelve months, of which $380,000 is anticipated to be
spent over the next nine months, subject to our receiving the necessary
financing to enable us to pursue our plan of operation. We will not be able to
proceed with our plan of operation 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 operation 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.                                                                                           

5

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|4. | General expenditures over the next twelve months are
      estimated to be $20,000 per month, consisting of $15,000 per month in
      general administrative expenses and $5,000 per month in legal and
      accounting expenses relating to compliance with our reporting obligations.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

RESULTS OF OPERATIONS

Summary of First Quarter Results

|         | Three Months Ended September 30 |            | 
|-------- | ------------------------------- | ---------- | 
|         |                                 |            | 
|         | 2005                            | 2004       | 
|Revenue  | $0                              | $0         | 
|Expenses | (38,128)                        | (147,042)  | 
|Net Loss | $(38,128)                       | $(147,042) | 

Our net loss for the three month period ended September 30,
2005 was comprised entirely of operating expenses. The decrease in net loss over
the comparable period ended September 30, 2004 is due primarily to the fact that
we did not incur any interest expense relating to the conversion of all of our
outstanding convertible notes during the period ended September 30, 2005 as
compared to the period ended September 30, 2004 As well, our net loss for the
three month period ended September 30, 2005 decreased over the comparative
period in 2004 due to the fact that we did not incur a realized loss on
available for sale securities.

Revenues

We do not anticipate earning revenues from the sale of our
products until such time as we have completed commercial development of products
incorporating our Cool Can technology. We did not generate any revenues during
the three months ended September 30, 2005. Our revenues to date have consisted
of licensing fees received by us from the licensing of our Cool Can product.

We have not earned any revenues from sales of our products to
date and have incurred total losses of $2,452,790 since our inception. We are
presently in the development stage of our business and we can provide no
assurance that we will be able to complete commercial development or
successfully sell or license products incorporating our Cool Can technology once
development is complete.

Operating Expenses

Our operating expenses for the interim periods ended September
30, 2004 and 2005 consisted of the following:

|                                          | First Quarter Ended September 30
|----------------------------------------- | --------------------------------
|                                          |                                 
|                                          | 2005                            
|Administrative
      Pre-Opening and      | $(38,128)                       
|Development Expenses                      |                                 
|Interest Expense                          | 0                               
|                                          |                                 
|Realized Loss on
      Available-For-Sale | 0                               
|Securities                                |                                 
|Total Operating
      Expenses            | $(38,128)                       

6

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The decrease in our total expenses for the three months ended
September 30, 2005 when compared to our total expenses for the three months
ended September 30, 2004, were primarily attributable to: (i) a decrease in our
administrative pre-opening and developments expenses, (ii) the fact that we did
not incur any interest expense due to the conversion into common shares of all
of the outstanding convertible notes, and (iii) we had no realized loss on
available for sale securities. The decrease in our administrative pre-opening
and development expenses for the quarter ended September 30, 2005 compared to
the quarter ended September 30, 2004, was due to a decrease in professional
fees.

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 operation.

LIQUIDITY AND FINANCIAL CONDITION

Working Capital

|                          |                             |                        | Percentage           
|------------------------- | --------------------------- | ---------------------- | ---------------------
|                          | At September
      30, 2005 | At June
      30, 2005 | Increase / (Decrease)
|Current Assets            | $3,375                      | $2,557                 | 31.99%               
|Current Liabilities       | (444,015)                   | (406,794)              | 9.15%                
|Working Capital (Deficit) | $(440,640)                  | $(404,237)             | 9.01%                

Cash Flows

|                                               | Three Months Ended September 30
|---------------------------------------------- | -------------------------------
|                                               | 2005                           
|Cash Flows From (Used In) Operating Activities | $(15,491)                      
|Cash Flows From (Used In) Investing Activities | 0                              
|Cash Flows From (Used In) Financing Activities | 15,184                         
|Net Increase (Decrease) In Cash During Period  | $(307)                         

The increase in our working capital deficit for the three
months ended September 30, 2005 is primarily attributable to a 9.15% increase in
our current liabilities which increased during the three months ended September
30, 2005 due to amounts payable incurred in connection with our operating and
business development activities. Our current monthly cash requirements are
approximately $20,000 per month. Our current cash reserves are not sufficient to
enable us to operate even on a short term basis. Further, we require
approximately $690,000 in order to carry out our plan of operation over the next
twelve months.

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

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

7

---

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

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

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant 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.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires our management
to make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

We have identified a certain accounting policy, described
below, that is most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 1 to the financial statements included in this quarterly
report.

Intangibles

Intangible assets 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, we evaluate 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, we believe that no
significant impairment of intangibles, has occurred and that no reduction of the
estimated useful lives of such assets is warranted.

8

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RISK FACTORS

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

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

We Require Additional Financing To Continue Our Plan of
Operation

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

As of September 30, 2005, being the date of our most recent
financial statements, we had no cash available and a working capital deficit of
$440,640. Therefore, we will need to obtain additional financing in order to
complete our prototype development and to repay the outstanding principal on any
Convertible Notes not converted into shares of our common stock. We will also
require additional financing if the costs of our Cool Can product development
are greater than anticipated. There is no assurance that actual cash
requirements will not exceed our estimates. In particular, additional capital
may be required in the event that:

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

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

9

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

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

We Have A Limited Operating History

We have a relatively short operating history and we are
involved in a rapidly evolving and unpredictable industry. As of September 30,
2005, being the date of our most recent financial statements, we had a working
capital deficit of $440,640. We will need to generate significant revenues to
achieve profitability, which may not occur. We expect operating expenses to
increase as a result of the further implementation of our business plan. Even if
we achieve profitability, we may be unable to sustain or increase profitability
on a quarterly or annual basis in the future. It is possible that we will never
achieve profitability.

ITEM
3.              
 CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

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

Changes In Internal Controls Over Financial
Reporting

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

10

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PART II - OTHER INFORMATION

ITEM
1.                LEGAL
PROCEEDINGS.

None.

ITEM
2.                UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM
3.                DEFAULTS
UPON SENIOR SECURITIES.

None.

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

None.

ITEM
5.                OTHER
INFORMATION.

None.

11

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

(a)           Exhibits

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

|Exhibit Number |  | Description of Exhibit                                                                                                                                                   
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                          
|3.1            |  | Articles of Incorporation and Bylaws.(1)                                                                                                                                 
|               |  |                                                                                                                                                                          
|3.2            |  | Articles of Merger.(6)                                                                                                                                                   
|               |  |                                                                                                                                                                          
|3.3            |  | Bylaws as amended.(6)                                                                                                                                                    
|               |  |                                                                                                                                                                          
|10.1           |  | Sale of Patent Agreement
        dated as of June 15, 1998 between Cool Can Technologies, Inc. and Edward
        Halimi.(1)                                             
|
|               |  |                                                                                                                                                                          
|10.2           |  | Patent and Technology
        Transfer Agreement dated April 18, 2001 among Cool Can Technologies, Inc.,
        David St. James, Melanie St. James and Edward Halimi.(2)
|
|               |  |                                                                                                                                                                          
|10.3           |  | Exclusive License Agreement
        dated June 5, 2002 between Balsam Ventures, Inc., and Cool Can Technologies
        Inc.(3)                                          
|
|               |  |                                                                                                                                                                          
|10.4           |  | Form of Convertible Note.(5)                                                                                                                                             
|               |  |                                                                                                                                                                          
|10.5           |  | Form of Subscription
        Agreement between Cool Can Technologies, Inc. and the Convertible Noteholders.(5)                                                           
|
|               |  |                                                                                                                                                                          
|10.6           |  | Exclusive License Agreement
        dated for reference November 30, 2003 between Balsam Ventures, Inc., and
        Cool Can Technologies Inc.(4)                       
|
|               |  |                                                                                                                                                                          
|10.7           |  | Agreement and Plan
        of Merger Agreement dated effective May 21, 2004 among Cool Can Technologies,
        Inc. and NorPac Technologies, Inc.(7)                   
|
|               |  |                                                                                                                                                                          
|14.1           |  | Code of Ethics.(8)                                                                                                                                                       
|               |  |                                                                                                                                                                          
|31.1           |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.               
|
|               |  |                                                                                                                                                                          
|32.1           |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.               
|

Notes:

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

(b)           Reports
on Form 8-K:

None.

12

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SIGNATURES

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

NORPAC TECHNOLOGIES, INC.

|By: | /s/
      Bruce T. Leitch         | 
|--- | --------------------------------- | 
|    | BRUCE T. LEITCH                   | 
|    | Chief Executive Officer           | 
|    | and Chief Financial Officer       | 
|    | (Principal Executive Officer,     | 
|    | Principal Financial Officer       | 
|    | and Principal Accounting Officer) | 
|    |                                   | 
|    | Date: November 17, 2005           | 

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