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

FORM 10-QSB

**x**  Quarterly
  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  For the quarterly period ended December 31, 2002

** ̈******Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
  of 1934
  For the transition period __________ to __________

Commission File Number 000-27147

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

|Minnesota                                       | 95-4705831                       
|----------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                 | (IRS Employer Identification No.)
|incorporation or organization)                  |                                  
|                                                |                                  
|698 Seymour Street, Suite 311                   |                                  
|Vancouver, British Columbia                     | V6B-3K6                          
|(Address of principal executive offices)        | (Zip Code)                       
|                                                |                                  
|Issuers telephone number, including area code: | (604) 688- 8619                  

NOT APPLICABLE 
  (Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the issuer was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days: ** ̈******
  Yes **x** No

State the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest practicable date: As of December
  30, 2003 the issuer had outstanding19,352,966 shares of Common Stock.

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

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PART 1 - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been
  prepared in accordance with the instructions to Form 10-QSB and Item 310 (b)
  of Regulation S-B, and, therefore, do not include all information and footnotes
  necessary for a complete presentation of financial position, results of operations,
  cash flows, and stockholders' equity in conformity with generally accepted accounting
  principles. In the opinion of management, all adjustments considered necessary
  for a fair presentation of the results of operations and financial position
  have been included and all such adjustments are of a normal recurring nature.
  Operating results for the six months ended December 31, 2002 are not necessarily
  indicative of the results that can be expected for the year ending June 30,
  2003.

2

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

CONDENSED BALANCE SHEETS

|                                                   | December 31, |            | June 30, |          
|-------------------------------------------------- | ------------ | ---------- | -------- | ---------
|                                                   | 2002         |            | 2002     |          
|ASSETS                                             | (unaudited)  |            |          | (audited)
|                                                   |              |            |          |          
|CURRENT ASSETS:                                    |              |            |          |          
|Cash                                               | $            | 476        |          | $        
|                                                   |              |            |          |          
|AVAILABLE-FOR-SALE SECURITIES                      |              | 15,000     |          |          
|                                                   |              |            |          |          
|INTANGIBLES, NET                                   |              | 35,600     |          |          
|Total assets                                       | $            | 51,076     |          | $        
|                                                   |              |            |          |          
|LIABILITIES AND STOCKHOLDERS' DEFICIT              |              |            |          |          
|                                                   |              |            |          |          
|CURRENT LIABILITIES:                               |              |            |          |          
|Accounts payable                                   | $            | 148,554    |          | $        
|Accounts payable, stockholders                     |              | 227,640    |          |          
|Due to stockholders                                |              | 145,030    |          |          
|Total current liabilities                          |              | 521,224    |          |          
|                                                   |              |            |          |          
|STOCKHOLDERS' DEFICIT:                             |              |            |          |          
|Preferred stock                                    |              | -          |          |          
|Common stock                                       |              | 664,769    |          |          
|Additional paid in capital                         |              | 504,000    |          |          
|Accumulated other comprehensive loss               |              | (48,000    | )        |          
|Deficit accumulated during the developmental stage |              | (1,590,917 | )        |          
|Total stockholders' deficit                        |              | (470,148   | )        |          
|                                                   |              |            |          |          
|Total liabilities
      and stockholders' deficit  | $            | 51,076     |          | $        

See accompanying notes to financial statements

3

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

STATEMENTS OF OPERATIONS(Unaudited)

|                                                         |                    |            |                  |   |                |   |      |            | Period from Inception   |  
|-------------------------------------------------------- | ------------------ | ---------- | ---------------- | - | -------------- | - | ---- | ---------- | ----------------------- | -
|                                                         | Three Months Ended |            | Six Months Ended |   | (April 1,1998) |  
|                                                         | December 31,       |            | December 31,     |   | Through        |  
|                                                         | 2002               |            | 2001             |   | 2002           |   | 2001 |            | December 31,
      2002 |  
|                                                         |                    |            |                  |   |                |   |      |            |                         |  
|Revenues                                                 | $                  | -          |                  | $ | -              |   | $    | 63,000     |                         | $
|                                                         |                    |            |                  |   |                |   |      |            |                         |  
|Administrative pre-opening and                           |                    |            |                  |   |                |   |      |            |                         |  
|development expenses                                     |                    | (58,339    | )                |   | (210,744       | ) |      | (97,276    | )                       |  
|Net Loss                                                 |                    | (58,339    | )                |   | (210,744       | ) |      | (34,276    | )                       |  
|                                                         |                    |            |                  |   |                |   |      |            |                         |  
|Other comprehensive loss - unrealized loss on available- |                    |            |                  |   |                |   |      |            |                         |  
|for-sale securities                                      |                    | (12,000    | )                |   | -              |   |      | (48,000    | )                       |  
|                                                         |                    |            |                  |   |                |   |      |            |                         |  
|Comprehensive Loss                                       | $                  | (70,339    | )                | $ | (210,744       | ) | $    | (82,276    | )                       | $
|                                                         |                    |            |                  |   |                |   |      |            |                         |  
|Loss per common share - basic                            | $                  | (0.00      | )                | $ | (0.01          | ) | $    | (0.00      | )                       | $
|                                                         |                    |            |                  |   |                |   |      |            |                         |  
|Loss per common share - diluted                          | $                  | (0.00      | )                | $ | (0.01          | ) | $    | (0.00      | )                       | $
|                                                         |                    |            |                  |   |                |   |      |            |                         |  
|Weighted average outstanding shares                      |                    | 19,352,966 |                  |   | 19,152,966     |   |      | 19,352,966 |                         |  

See accompanying notes to financial statements

4

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

CONDENSED STATEMENTS OF CASH FLOWS(Unaudited)

|                                                       |                  |         |                |   | Period from Inception   |  
|------------------------------------------------------ | ---------------- | ------- | -------------- | - | ----------------------- | -
|                                                       | Six Months Ended |         | (April 1,1998) |  
|                                                       | December 31,     |         | Through        |  
|                                                       | 2002             |         | 2001           |   | December 31,
      2002 |  
|                                                       |                  |         |                |   |                         |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                  |                  |         |                |   |                         |  
|Net loss                                               | $                | (34,276 | )              | $ | (269,842                | )
|Adjustments to reconcile net loss to net cash flows    |                  |         |                |   |                         |  
|from operating activities:                             |                  |         |                |   |                         |  
|Depreciation and amortization                          |                  | 1,200   |                |   | 1,200                   |  
|Receipt of available-for-sale securities
      for     |                  |         |                |   |                         |  
|agreement
      extension                              |                  | (63,000 | )              |   | -                       |  
|Compensation expense, options to nonemployees          |                  | -       |                |   | 120,000                 |  
|Excess of fair value of common stock
      issued over |                  |         |                |   |                         |  
|carrying amount
      of debt                          |                  | -       |                |   | -                       |  
|Changes in assets and liabilities:                     |                  |         |                |   |                         |  
|Accounts payable                                       |                  | 69,950  |                |   | 4,522                   |  
|Accounts payable - stockholders                        |                  | 25,500  |                |   | 42,500                  |  
|Due to stockholders                                    |                  | 1,102   |                |   | -                       |  
|Net
      cash flows from operating activities         |                  | 476     |                |   | (101,620                | )
|                                                       |                  |         |                |   |                         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |                  |         |                |   |                         |  
|Purchase of intangibles                                |                  | -       |                |   | -                       |  
|Net
      cash flows from investing activities         |                  | -       |                |   | -                       |  
|                                                       |                  |         |                |   |                         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |                  |         |                |   |                         |  
|Proceeds from issuing common stock                     |                  | -       |                |   | 50,000                  |  
|Due from stockholders                                  |                  | -       |                |   | 50,500                  |  
|Net
      cash flows from financing activities         |                  | -       |                |   | 100,500                 |  
|                                                       |                  |         |                |   |                         |  
|                                                       |                  |         |                |   |                         |  
|Net change in cash                                     |                  | 476     |                |   | (1,120                  | )
|                                                       |                  |         |                |   |                         |  
|Cash - beginning of year                               |                  | -       |                |   | 1,515                   |  
|Cash - end of period                                   | $                | 476     |                | $ | 395                     |  
|                                                       |                  |         |                |   |                         |  
|                                                       |                  |         |                |   |                         |  
|Noncash financing and investing activities:            |                  |         |                |   |                         |  
|Conversion of debt to common stock                     | $                | -       |                | $ | 205,000                 |  
|Conversion of payable to common stock                  | $                | -       |                | $ | 10,000                  |  

See accompanying notes to financial statements

5

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

**Notes to Financial Statements**

Note 1.     Nature of Business and Summary of
  Significant Accounting Policies:

Condensed Financial Statements

The condensed balance sheet of Cool Can Technologies, Inc.
  (the Company) as of December 31, 2002, the statements of operations and cash
  flows for the periods ended December 31, 2002 and 2001 have been prepared by
  the Company, without audit. In the opinion of management, all adjustments (which
  include only normal recurring adjustments) necessary to present fairly the financial
  position, results of operations and changes in cash flows at December 31, 2002
  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, 2002 audited financial statements. The results
  of operations for the period ended December 31, 2002 are not necessarily indicative
  of the operating results for the full year.

Organization and activities

The Company was incorporated on April 1, 1998 in the state
  of Minnesota. The Company was formed to act as a holding company for manufacturing
  companies and since inception, has devoted its efforts to raising capital and
  pre-opening activities. The Company owns a patent for a self-chilling beverage
  container and parts therefore. The Company is considered to be in the development
  stage and the accompanying financial statements represent those of a development
  stage enterprise, and therefore, are subject to the usual business risks of
  development stage companies. The Company has had no operations. Research and
  development costs are expensed as incurred.

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 periods ended December
  31, 2002 and 2001 or the period from inception through December 31, 2002. Stock
  options and warrants issued to nonemployees are recorded at fair value, as required
  by SFAS No. 123, using the Black Scholes pricing model.

Had compensation costs for the Company's stock options been
  determined based on the fair value at the grant dates consistent with the method
  of SFAS No. 123, the Company's net loss and loss per common share would have
  been changed to the pro forma amounts indicated below:

|                                        |   |                    |   |   |                  |   |                 |         |   |   |          |   | Period from       |           
|--------------------------------------- | - | ------------------ | - | - | ---------------- | - | --------------- | ------- | - | - | -------- | - | ----------------- | ----------
|                                        |   |                    |   |   |                  |   |                 |         |   |   |          |   | Inception         |           
|                                        |   | Three Months Ended |   |   | Six Months Ended |   | (April 1, 1998) |        
|                                        |   | December           |   |   | December         |   | Through         |        
|                                        |   | 2002               |   |   | 2001             |   |                 | 2002    |   |   | 2001     |   | December 31, 2002 |           
|Net loss                                | $ | (58,339            | ) | $ | (210,744         | ) | $               | (34,276 | ) | $ | (269,842 | ) | $                 | (1,638,917
|Pro forma net loss                      |   | (58,339            | ) |   | (258,744         | ) |                 | (34,276 | ) |   | (317,842 | ) |                   | (2,286,917
|                                        |   |                    |   |   |                  |   |                 |         |   |   |          |   |                   |           
|Stock based compensation                |   |                    |   |   |                  |   |                 |         |   |   |          |   |                   |           
|As reported                             |   | 0                  |   |   | 120,000          |   |                 | 0       |   |   | 120,000  |   |                   | 504,000   
|Pro forma                               |   | 0                  |   |   | 48,000           |   |                 | 0       |   |   | 48,000   |   |                   | 648,000   
|Basic and diluted loss per common share |   |                    |   |   |                  |   |                 |         |   |   |          |   |                   |           
|As reported                             | $ | .00                |   | $ | (.01             | ) |                 | $.00    |   | $ | (.01     | ) |                   | $(.10)    
|Pro forma                               | $ | .00                |   | $ | (.01             | ) |                 | $.00    |   | $ | (.02     | ) |                   | $(.14)    

6

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

**Notes to Financial Statements**

The fair value of each option was estimated using the Black-Scholes option-pricing
  model with the following assumptions for the periods ended December 31, 2002
  and 2001:

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

Loss per common share

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

Note 2.     License Agreement

On June 5, 2002, the Company entered into a license agreement
  with Balsam Ventures, Inc. (BVI) whereby the Company granted to BVI an exclusive
  license to manufacture, use and sell the Companys proprietary technology.
  The agreement required BVI to pay the Company $200,000 within ninety days expend
  $1,800,000 in development expenditures, and pay to the Company 5% of gross profits
  and 5% of gross revenues on sales of licensed apparatus products. As consideration
  for granting the second 90 day extension to BVI on September 2, 2002, the Company
  received 300,000 restricted shares from BVI. The Company reported the value
  of these restricted shares at $63,000. The license agreement has been extended
  several times with the last extension being granted on September 30, 2003 until
  November 30, 2003.

Note 3.     Subsequent Events:

Subsequent to December 31, 2002 all 2,500,000 stock options
  either expired or were cancelled.

During the period from January through June 2003, the Company
  issued $550,000 of 10% convertible notes pursuant to Regulation S of the Securities
  Act of 1933. The convertible notes are due on or before December 31, 2005 and
  the holder of the note has the right to convert the note into the Companys
  common stock at any time prior to the maturity date. The note is convertible
  at the lesser of $.001 or 50% of the average trading price of the Companys
  common stock for the 10 trading days preceding the date of conversion. The 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.

7

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

FORWARD LOOKING STATEMENTS

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

OVERVIEW

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

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

PLAN OF OPERATION

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

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

8

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|       | Phase 1 Prototype Development                                                                                                                                                                                                                                                                                                                                                | Timeline                                                                          
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------
|Part 1 | •     Review of past progress. •     Development of coils and suppliers
      for the associated parts. •     Development
      of trigger/valve mechanism. •     Development
      of charging and canning system. •     Fabrication
      of six engineering prototype samples. •     Plan,
      cost and schedule for production of 2000 industry demonstration samples. | 1 month
      2 months
      3 months
      4 months
      5 months
      6 months
|Part 2 | •     Production of 2,000
      industry demonstration samples.                                                                                                                                                                                                                                                                                                              | 7.5 months                                                                        

|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The second phase of our plan of operations involves
        consultation and feedback with all parties involved in the production
        and handling of our planned self-chilling beverage container. This phase
        would be undertaken upon completion of phase one, as outlined above. Consultation
        would include meeting and discussing our progress to date with aluminium
        can manufacturers, filler manufacturers, beverage canners and recycling
        entities. The focus of the consultation would be to determine what auxiliary
        equipment will be required for production of our planned self-chilling
        beverage containers and to develop blueprints and estimated costs for
        full-scale production.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The third phase of our plan of operations is to market
        and pursue licensing of our Cool Can technology. This phase is anticipated
        to include presentation of product-ready samples to the beverage industry.
        We would seek out qualified candidates for licensing of the product in
        various countries and/or territories. We plan to approach beverage manufacturers
        for joint venture opportunities in order to drive consumer trials and
        to sample the finished product in the market.                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|We anticipate spending approximately
        $630,000 over the next twelve months, of which $350,000 is anticipated
        to be spent over the next six months, subject to our receiving the necessary
        financing to enable us to pursue our plan of operations. We will not be
        able to proceed with our plan of operations unless we achieve significant
        additional financing. If we achieve sufficient additional financing, of
        which there is no assurance, then the estimated cost and timeframe for
        completion of each of the above components of our plan of operations will
        be as follows:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Product development is estimated to be completed
        over a timeframe of 7.5 months at an estimated cost of $350,000, and is
        intended to result in the manufacturing of 2,000 industry demonstration
        samples.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Consultation feedback is estimated to take place over a timeframe of three
      months following completion of phase one at an estimated cost of $50,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Marketing and licensing will follow phase two and is estimated to take
      three months at an estimated cost of $50,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | General expenditures over the next twelve months
        are estimated to be $15,000 per month, consisting of $12,000 per month
        in general administrative expenses and $3,000 per month in legal and accounting
        expenses relating to compliance with our reporting obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                               

9

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We currently have a cash position of $55,043 at June 30, 2003.
  In addition, we have a current working capital deficit of $32,542 at June 30,
  2003. Accordingly, we will require additional financing in order to proceed
  with our plan of operations, see Liquidity and Capital Resources
  below. If we achieve financing that is less than that required to pursue our
  stated plan of operations, then we will scale back our plan of operations to
  concentrate solely on the product development phase of our plan of operations.
  In this event, we will pursue product development to the extent of our financial
  resources.

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 that is material
  to investors.

RESULTS OF OPERATIONS

SIX MONTHS ENDED DECEMBER 31, 2002 COMPARED TO SIX MONTHS
  ENDED DECEMBER 31, 2001

Revenues

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

On June 5, 2002, we entered into a license agreement with
  Balsam Ventures, Inc. (BVI) whereby we granted to BVI an exclusive
  license to manufacture, use and sell our proprietary technology. The agreement
  required BVI to: (i) pay us $200,000 within ninety days, expend $1,800,000 in
  development expenditures, and (ii) pay us 5% of gross profits and 5% of gross
  revenues on sales of licensed apparatus products. As consideration for granting
  the second 90 day extension to BVI on September 2, 2002, we received 300,000
  restricted shares from BVI. We reported the value of these restricted shares
  at $63,000. The License Agreement expired in November, 2003 and was superseded
  by a second license agreement with BVI.

Operating Expenses

Our operating expenses were $97,276 for the six months ended
  December 31, 2002, compared to operating expenses of $269,842 for the six months
  ended December 31, 2001. Our operating expenses for the six months ended December
  31, 2002 consisted primarily of product development expenses, consulting fees
  accrued to Mr. Bruce Leitch, and legal and accounting expenses incurred in connection
  with our reporting obligations under the Exchange Act and our financing activities.

We anticipate that our operating expenses will increase significantly
  if we are able to obtain the financing necessary to continue with the development
  of our Cool Can product and related technology in accordance with our plan of
  operations.

Net Loss

We recorded a net loss of $34,276 for the six months ended
  December 31, 2002, compared to a net loss of $269,842 for the six months ended
  December 31, 2001. Our net loss was comprised entirely of product development
  and administrative expenses.

THREE MONTHS ENDED DECEMBER 31, 2002 COMPARED TO THREE MONTHS
  ENDED DECEMBER 31, 2001

LIQUIDITY AND CAPITAL RESOURCES

We had cash on hand of $476 at December 31, 2002, compared
  to cash of $nil at June 30 2002. We had a working capital deficit of $505,748
  at December 31, 2002, compared to a working capital deficit of $424,672 at June
  30, 2002.

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We were dependent on loans from certain of our shareholders
  during the six months ended December 31, 2002, and the issuance of 10% convertible
  notes to finance our business operations. Loans from shareholders increased
  to $145,030 at December 31, 2002 from $143,928 at June 30, 2002. These loans
  are outstanding as demand loans with no fixed date for repayment. There is no
  assurance that we will be able to obtain any additional loans from shareholders.
  Accrued but unpaid consultant fees payable to our president, Mr. Bruce Leitch,
  increased to $227,640 at December 31, 2002 from $202,140 at June 30, 2002.

In June 2003, we issued an aggregate of $550,000 of 10% convertible
  notes (the Convertible Notes) pursuant to Regulation S of the Securities
  Act. We sold $82,500 of the Convertible Notes in exchange for cash and the remaining
  $467,500 of the Convertible Notes were issued to certain of our creditors as
  payment of amounts owed to the creditors. The proceeds of these issuances were
  used to reduce our outstanding debt to shareholders and to pay outstanding accounts
  liabilities.

Our current monthly operating expenses are approximately $15,000
  per month. Our current cash reserves are only sufficient to enable us to operate
  for an additional one month. In addition, we require approximately $630,000
  in order to carry out our plan of operations over the next twelve months. Accordingly,
  we will immediately require additional financing if we are to continue as a
  going concern and to finance our business operations. We anticipate that any
  additional financing would be through the sales of our common stock or other
  equity-based securities. We are presently in the process of negotiating private
  placements of securities to raise working capital to finance its operations.
  However, we do not have any arrangements in place for the sale of any of our
  securities and there is no assurance that we will be able to raise the additional
  capital that we require to continue operations. In the event that we are unable
  to raise additional financing on acceptable terms, we intend to reduce our product
  development efforts and may implement additional actions to reduce expenditures.

We anticipate that we will continue to incur losses for the
  foreseeable future, as we expect to incur substantial product development, marketing
  and operating expenses in implementing our plan of operations. Our future financial
  results are uncertain due to a number of factors, many of which are outside
  of our control. These factors include, but are not limited to:

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

ITEM 3.     CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we carried
  out an evaluation of the effectiveness of the design and operation of our disclosure
  controls and procedures as of December 31, 2002, being the date of our most
  recently completed fiscal quarter covered by this Quarterly Report. This evaluation
  was carried out under the supervision and with the participation of our Chief
  Executive Officer and Chief Financial Officer, Mr. Bruce Leitch. Based upon
  that evaluation, our Chief Executive Officer and Chief Financial Officer concluded
  that our disclosure controls and procedures are effective in timely alerting
  management to material information relating to us required to be included in
  our periodic SEC filings. There have been no significant changes in our internal
  controls or in other factors that could significantly affect internal controls
  subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  our reports filed or submitted under the Exchange Act is recorded,

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

During our most recently completed quarter ended December
  31, 2002, there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

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

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

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PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

None.

ITEM 2.     CHANGES IN SECURITIES.

We did not issue any of our securities without registration
  under the Securities Act of 1933 during the six months ended December 31, 2002.

In June 2003, we issued the Convertible Notes pursuant to
  Regulation S of the Securities Act. We sold $82,500 of the Convertible Notes
  in exchange for cash and the remaining $467,500 of the Convertible Notes were
  issued to certain of our creditors as payment of amounts owed to the creditors.
  The principal amount of the Convertible Notes is due on or before December 31,
  2005 and the holder of a Convertible Note has the right to convert the Convertible
  Note into our common stock at any time prior to the maturity date. The Convertible
  Notes bear interest at a rate of 10% per annum subject to any adjustments in
  accordance with the terms of the Convertible Notes. Accrued interest on the
  Convertible Notes is payable on December 31 of each year. We may, at our option,
  elect to pay interest on the Convertible Notes by the issuance of shares of
  our common stock, the number of which will be determined by dividing the amount
  of the interest payment by the number which is 70% of the average market price
  of our common shares for the 10 trading days immediately prior to the interest
  payment date.

Noteholders are entitled to convert the Convertible Notes
  at any time into shares of our common stock equal to the principal amount of
  the Convertible Note divided by a conversion price equal to the lesser of $0.001
  or 50% of the average trading price of our common stock for the 10 trading days
  preceding the date of conversion. We completed the Convertible Note offering
  pursuant to Regulation S of the Securities Act. Each subscriber of the Convertible
  Notes represented to us that they were a non-US person as defined in Regulation
  S.

We did not engage in any offering of the Convertible Notes
  in the United States. Each subscriber of the Convertible Notes represented their
  intention to acquire the securities for investment only and not with a view
  toward distribution. Appropriate legends were affixed to the Convertible Notes
  issued to each subscriber in accordance with Regulation S. None of the securities
  were sold through an underwriter and accordingly, there were no underwriting
  discounts or commissions involved. No registration rights were granted to any
  of the subscribers.

ITEM 3.     DEFAULTS UPON SENIOR
  SECURITIES.

None.

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

No matters were submitted to our security holders for a vote
  during the fiscal quarter ending December 31, 2002.

ITEM 5.     OTHER INFORMATION.

None.

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

EXHIBITS

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

|(1) | Filed with the SEC as an exhibit to our registration statement on Form
      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.                                      

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
  fiscal quarter ended December 31, 2002. The following reports on Form 8-K were
  filed since the fiscal quarter ended December 31, 2002.

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

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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 authorised.

COOL CAN TECHNOLOGIES, INC.

|By: | /s/
      Bruce Leitch                                        | 
|--- | ------------------------------------------------------------- | 
|    | Bruce Leitch                                                  | 
|    | Chief Executive Officer,                                      | 
|    | Chief Financial Officer and                                   | 
|    | Director                                                      | 
|    | (Principal Executive Officer,                                 | 
|    | Principal Financial Officer and Principal Accounting Officer) | 
|    | Date: January 5, 2004                                         | 

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