U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2003

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________



000-49951

(Commission File Number)

MPAC CORPORATION

(Name of small business issuer in its charter)

NEVADA 91-2084507

(State or other jurisdiction) (IRS Employer of incorporation or organization Identification No.)

1302 Arbutus Street, Vancouver, British Columbia, V6J 3W8

(Address of principal executive offices) (Zip Code)

Issuers telephone number: **(604)-736-7481**

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under section 12(g) of the Exchange Act: Common Stock, $.001 per share

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

The registrants consolidated revenues for its most recent fiscal year were nil.

Based on the closing sales price of the Common Stock on January 1, 2004, the aggregate market value of the voting stock of registrant held by non-affiliates was $502,260. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded from this calculation as such persons may be considered to be affiliated with the Company.

As of September 30, 2003 the registrant's outstanding common stock consisted of 8,291,518 shares.



Transitional Small Business Disclosure Format. Yes [ ] No [X]



DOCUMENTS INCORPORATED BY REFERENCE: None



TABLE OF CONTENTS

Page

PART I

Item 1: Description of Business 3

Item 2: Description of Property 10

Item 3: Legal Proceedings 10

Item 4: Submission of Matters to a Vote of Security Holders 10



PART II

Item 5: Market for Common Equity and Related Stockholder Matters 11

Item 6: Management's Discussion and Analysis 12

Item 7: Financial Statements 14

Item 8: Changes in and Disagreements with Accountants and Financial Disclosure 14

PART III

Item 9: Directors and Executive Officers, Promoters and Control Persons;

Compliance with Section 16(a) of the Exchange Act 14

Item 10: Executive Compensation 16

Item 11: Security Ownership of Certain Beneficial Owners 16

Item 12: Certain Relationships and Related Transactions 18

Item 13: Exhibits and Reports on Form 8-K 18

Item 14: Controls and Procedures 19

SIGNATURES

CERTIFICATIONS PURSUANT TO SECTION 302

FINANCIAL STATEMENTS

EXHIBITS



FORM 10-KSB

MPAC CORPORATION



PART I.



ITEM 1.

General

We sell a sulfur based fungicide that is used for commercial agriculture purposes. Sales of our product commenced in 2001. Currently, our sulfur based fungicide product is sold primarily to the agriculture industry in California. We are also developing a pellet form sulfur based plant nutrient and a dry flowable sulfur product for commercial agriculture use. Our head office is located at 1302 Arbutus Street, Vancouver, BC.

We previously milled and packaged the sulfur products sold by us using a processing and packaging plant owned by us on land held by us pursuant to a lease. Due to an environmental clean-up order issued by the Province of Alberta relating to a previous tenants operations, and disputes with the landlord over our lease obligations, we were unable to utilize our production facility and outsourced the production of our sulfur products to a third party milling facility for our 2002 fiscal year. Accordingly, in 2002 our business was the marketing and selling of our sulfur products, and we did not engage in production. Due to a variety of factors including poor market conditions in California due to weather and a reduction in the amount of wine grapes grown as well as a rise in the price of raw material sulfur we have chosen not to attempt to contract productions and supply fungicide during the 2003 season. Resumption of production and sales is expected to resume should these factors change in our favor, or should we be successful at locating a suitable merger candidate for production.

In November of 2002 our milling plant was seized by the landlord. We agreed with the landlord not to contest the seizure of the plant in exchange for the termination of our obligations under the lease, although no formal settlement has been entered into. As the plant was inoperative at the time of seizure, the seizure is not expected to affect our current operations, which consist primarily sales of product under our brand name. We are currently seeking to merge our operations with another sulfur milling operation. We believe that our existing industry sales channels for our current sulfur products, along with our proprietary research on new agricultural use sulfur products, will provide value to a potential merger candidate.

Corporate History

We were incorporated under the laws of the State of Nevada on June 18, 1998 for the purpose of raising capital to acquire a processing plant and machinery necessary to undertake production of sulfur-based plant nutrient fertilizers and fungicides. Our subsidiary, Micron, was incorporated under the laws of Alberta on August 20, 1998.

Our current business is operated primarily through our subsidiary Micron Milling & Packaging Company Ltd. Through Micron we sell our milled and packaged sulfur products to the California agriculture industry.

Prior to our 2002 production year, production and packaging of our sulfur products was carried out at a 10,000 square foot production facility consisting of a mill and packaging plant and equipment situated on five acres of land located in Crossfield, Alberta, Canada. The land and building was held by Micron through a lease.

In November of 2002, the landlord seized the milling and packaging plant and equipment as a result of a dispute over lease payments. Micron negotiated the termination of the lease in exchange for not disputing the seizure. Microns decision not to pursue recovery of the plant and equipment was based on a determination by management that considered the replacement value of the assets, the cost of disputing the seizure and the ability of Micron to continue sales of its products. Micron determined that it could meet future supply and delivery obligations by purchasing from third party suppliers located in Alberta, Canada and in the State of Texas. It was determined by management that such suppliers can supply sulfur products milled in accordance with our specifications and packaged under our brand name.

The history of our operations prior to the seizure of our plant and equipment by the landlord is summarized in the following paragraphs.

In October of 1998, we incorporated a wholly owned subsidiary in the Province of Alberta, Canada, under the name 805332 Alberta Ltd. for the purposes of negotiating the acquisition of a sulfur milling and packaging plant and equipment necessary to undertake production of sulfur-based fungicides. The plant was located in Crossfield, Alberta.

At or about this time, Micron Milling & Packaging Company Ltd. a Company incorporated in the Province of Alberta, was competing in our bid to acquire the milling and packaging plant and equipment. At the time of the negotiations, Micron and its principals were not associated with us or our operations. Micron opted out of negotiations, and we retained one of its principals, Mr. Raymond Lee, to provide consulting services directly to us.

In January of 1999, our 805332 subsidiary successfully acquired the processing plant and machinery and entered into a lease with the landlord of the premises on which the plant was located. Due to financial difficulties caused by the lack of funds to meet ongoing lease obligations, 805332 was placed into receivership by two creditors, John Sprague and Maria de Luz Alves, later in 1999. At the time of the receivership Micron had continued interest in the assets acquired by 805332 and it was agreed in subsequent negotiations with the creditors of 805332 and the shareholders of Micron that the assets of 805332 would be bought from the receiver by Micron and concurrently we would acquire Micron. Negotiations with Micron and its principal shareholders were entered into for the purpose of seeking and agreement whereby our financial resources would be pooled with those of the principals of Micron in order to fund business operations. The shareholders of Micron were Paul Uppal and David Uppal.

On May 2, 2000 Micron acquired the processing plant from the receiver at a cost of $62,000 ($95,000 Canadian dollars). The creditors in turn agreed to loan the proceeds of the sale back to Micron, after deduction of the receivers fees. Micron concurrently entered into a new lease with the landlord. Since conclusion of the receivership process, 805332 has not held any material assets and has had no operations.

Immediately thereafter, on May 5, 2000 we entered into an agreement with Micron and two principal shareholders of Micron, namely David and Paul Uppal, whereby we acquired 76.5 shares of Micron, representing 76.5% of the issued and outstanding shares of Micron. In exchange for the shares of Micron, we issued 6,400,000 shares of our 805332 subsidiary to the Uppals, convertible into 6,400,000 shares of MPAC at the option of the Uppals. The right of conversion was agreed to for personal tax planning reasons, as Canadian tax law permits a tax deferral where the shares of one Canadian corporation are sold in exchange for shares of another Canadian corporation. Accordingly, no taxable sale would be realized until the Uppals convert their shares of 805332 into shares of MPAC, a Nevada corporation. Pending conversion, the Uppals have agreed that voting control of 805332 would remain with MPAC. In connection with the transaction the Uppals were appointed to the board of directors of MPAC.

Pursuant to the May 5, 2000 agreement with Micron, MPAC agreed to fund the operations of Micron by advancing $250,000 ($375,000 Canadian Dollars) as a loan convertible into shares of Micron. In February of 2001, MPAC converted the loan to acquire an additional 500,000 shares of Micron. This resulted in MPAC holding 99.99% of the issued and outstanding shares of Micron.

In connection with the above transactions, Paul and David Uppal personally advanced $206,540 towards the operations of Micron, as a loan to fund operations. MPAC subsequently guaranteed the loan by issuing promissory notes to the Uppals for the loan amount. The terms of the promissory note provide that MPAC may repay the loan in full at any time within 13 months from the date that demand for repayment is made. Interest is payable on the principal amount at Royal Bank of Canada prime rate plus one percent.

In November of 2002, our milling and packaging plant was seized by the landlord. At that time the plant was inoperative and we determined that there was no economic benefit to contesting the seizure. In 2002 our sulfur products were sold to the California agriculture market under our brand name by using third party sulfur milling and packaging services to produce and package our products in accordance with our specifications. Due to a variety of factors including poor market conditions in California due to weather and a reduction in the amount of wine grapes grown as well as a rise in the price of raw material sulfur, we chose not to attempt to contract productions and supply fungicide during the 2003 season.

Industry Overview

We compete in the plant fungicide and plant nutrient market servicing the commercial agriculture industry. Our niche is the processing, packaging and sale of pure form or elemental sulfur products for agricultural use. In 2002 we outsourced the processing and packaging of our proprietary sulfur products to third party milling facilities and in 2003, for a variety of reasons dealing with production and raw materials costs as well as currency exchange rates, we did not either produce ourselves or outsource production.

Traditionally, most world-wide sulfur production comes from sulfur mining and from the recovery of sulfur as a by-product of oil and natural gas production and refining, the latter process sometimes referred to as desulfurization. In North America, mining of elemental sulfur has ceased in recent years due to costs and environmental concerns, and this trend is being followed in the rest of the world. World production of sulfur has, however, remained steady as a result of increased oil and gas refining activity and improved desulfurization techniques. Recent trends towards reducing sulfur content in refined fossil fuels has resulted in improved desulfurization techniques in the process of refining oil and natural gas.

In North America, Canada and the United States produce approximately equal amounts of elemental sulfur per year. As sulfur is a by-product of oil and gas production and refining, the oil and gas endowed Provinces of Alberta and Saskatchewan, along with the States of Texas and Louisiana are the primary producers of elemental sulfur in North America. Mexico accounts for less than 8% of the sulfur produced within the North American Free Trade zone. Canada accounts for approximately 68% of all sulfur imported by the United States.

Sulfur in its elemental form is a commodity and accordingly at the global level is priced based on demand relative to world-wide availability. Pricing of unprocessed elemental sulfur can vary significantly. In 2001, world pricing was approximately $18 per ton compared to $24 in 2000 and $37 in 1999. Current world prices are approximately $55 per ton. Increase in distance to sources of sulfur supply can add to the price of sulfur for the purchaser. However, oil and gas refineries may sell for significantly less than posted commodity trading prices depending on the costs associated with storage and their ability to dispose of the sulfur. Sulfur stockpiles can be a financial burden to refineries and accordingly stockpile holders may realize an economic benefit in paying to have sulfur removed from their sites.

Elemental sulfur can be used for a number of applications including military explosives manufacturing, fertilizers, fungicides, animal feed and medicines. There are generally no suitable substitutes for elemental sulfur for agricultural, medical or military applications. Currently, the agriculture and horticulture industries are the largest consumers of elemental sulfur. The primary use of sulfur in agriculture is as a component in the manufacture of potash fertilizers.

The production of sulfur fungicide and elemental sulfur plant nutrient is a niche business in the agricultural products industry. The use of sulfur by the agricultural industry provides several advantages over other fungicides and pesticides and is complementary to the use of other plant nutrients or fertilizers. Currently we market only a sulfur based fungicide, however we are also developing the capability to produce a solid form sulfur based plant nutrient, referred to as Elemental Plant Nutrient Sulfur or EPNS, as a second product offering. We are also negotiating to acquire the rights to develop a dry flowable sulfur fungicide as an alternative to our powdered sulfur fungicide. A description of the industry for each of sulfur based fungicides and plant nutrients follows.

Sulfur Based Fungicide

Sulfur is a naturally occurring element which is widely used as a fungicide in both conventional and, with increasing importance, organic farming. Sulfur is widely used because it is relatively inexpensive, generally non-toxic to birds and mammals, and can be used to control both mites as well as fungal diseases.

Sulfur fungicide is generally available in a fine powder or liquid form and appears pale yellow in color with a slight sulfur odor. Sulfur based fungicides typically consist of 90-99% pure elemental sulfur, with the balance comprised of inert materials. Application of the sulfur in its powdered form can be done by crop dusters that can cover a large area relatively quickly. Powdered fungicides are also preferable to the liquid form in hot weather agricultural areas where droplets from the liquid may magnify the effects of the sun and cause burning of plant leaves and stems. Powdered sulfur fungicide products can control a large number of diseases on fruits, vegetables, various flowers and ornamental plants. Powder form elemental sulfur is also an effective pesticide used to control certain plant-damaging pests such as mites.

Although the use of sulfur as a fungicide is established in agricultural regions around the world, our primary market is the commercial agriculture industry in California. In California, sulfur based fungicides accounted for over 33% by weight of all pesticides applied in production agriculture in 2000. From 1991 to 1996, it had the highest use and largest increase in pounds applied compared to other fungicides and pesticides used in the State of California. It also had the highest use and greatest increase in number of applications and acres treated. Sulfur usage in that State continued to increase between 1996 and 1999 and was the most highly used pesticide/fungicide in 2000, both in pounds applied and acres treated, representing one-third of all reported pesticide/fungicide use by weight.

Based on reports from the California Department of Pesticide Regulation, prior to 1991 California growers relied heavily on newly developed chemical fungicides which resulted in reduced usage of sulfur. However, the development of mildew resistance to those chemical fungicides resulted in a return to sulfur based fungicides. In the first half of the 1990s other fungicides experienced the development of similar mildew resistance which led to further increases in sulfur usage as a fungicide. Presently, raisin growers rely almost exclusively on sulfur, while wine and table grape growers use both sulfur and chemical fungicides.

Another advantage of sulfur is that sulfur based fungicides are approved for use in organic farming whereas chemical fungicides are not. In particular, organic wine grape growers are common users of sulfur based fungicides. Increasing demand for organic wine has resulted in more California wine grape growers choosing to switch to sulfur products as a fungicide. Accordingly, the lack of mildew resistance to sulfur and an increasing demand for sulfur for organic production have resulted in an overall increase in sulfur usage. In addition to organic and non-organically farmed wine grapes, elemental sulfur fungicide is commonly used as a fungicide on over 20 different commercial crops including non-wine grapes, tomatoes, avocados, apples, cherries and citrus.

In North America, demand for sulfur based fungicide is cyclical and usually is at its peak during the early to mid spring growing season. The powdered fungicide is applied directly onto the growing plants. The demand in the Southern hemisphere, such as markets in South America and Australia is counter-cyclical to North American demand.

Elemental Plant Nutrient Sulfur (EPNS)

Sulfur deficiency in crops is a relatively recent worldwide phenomenon that is a by-product of several factors. These factors include the intense use of available agricultural land which results in the depletion of naturally occurring sulfur and other nutrients in the soil, which places reliance on fertilizer use to obtain satisfactory crop yields. Also, in the past, sulfur emissions in the atmosphere released as a byproduct of burning fossil fuels such as oil and coal, resulted in sulfur being available to crops in the form of acid rain, which is formed by sulfur emissions attaching to water droplets. As many modern and developing countries move to cleaner use of fossil fuels, sulfur emissions have decreased. These factors have resulted in a combination of high fertilizer dependency as well as increased sulfur availability from the refining of oil and natural gas. As the sulfur content in fertilizers is typically low, most sulfur deficiencies cannot be resolved through fertilizer use alone. Accordingly there exists a need for elemental sulfur as a plant nutrient to complement fertilizer use.

Sulfur is an essential element in plant growth. All living things require a balance of four major nutrient groups to stay healthy, grow and reproduce: nitrogen, phosphate, potassium or potash, and sulfur. Nitrogen promotes protein formation in plants and crops and is a major component of chlorophyll, which helps to promote green, healthy growth and high yields. Phosphates stimulate root development, promote flowering and help prevent disease and environmental stress. They also encourage growth and produce uniform crop yields. Potash regulates many different functions and is required in large quantities for healthy crop growth and development. Sulfur is a building block for proteins, enzymes and vitamins, is a key ingredient in the formation of chlorophyll and helps to improve the effect of other nutrients. If supplied to plants in adequate amounts, sulfur improves yields, promotes vegetative growth as well as protein and chlorophyll content. Additionally, sulfur improves fertilizer efficiency and resistance of plants to pests, diseases and cold weather. Symptoms of sulfur deficiency in crops usually appear on younger upper leaves and can result in irregular growth cycles and reduced crop quality and yields.

Sulfur is considered the fourth major plant nutrient after nitrogen, phosphorus and potassium, and is needed by many crops to the same extent as the other three major nutrients. In many applications, the role of sulfur in plant growth has previously been little known or understood. Adequate amounts of sulfur had been supplied to crops from sulfur previously existing in soil, through high sulfur emissions and through incidental amounts of sulfur supplied as a component of other fertilizers. However, in many parts of the world, sulfur deficiency has recently become problematic and use of sulfur as a plant nutrient is becoming necessary to meet the needs of intensive agriculture. Sulfur content in soil from atmospheric sulfur emissions and other incidental sulfur applications is diminishing, while at the same time more intensive use is being made of agricultural land to cope with rising production demands.

The worldwide demand for sulfur is expected to increase as population increases and agricultural land resources decrease. The growth of world population will result in continued increases in the demand for food, while further urbanization will place additional pressure on the amount of arable land available for agricultural production, which has already declined from 1.1 acres per capita in 1965 to 0.6 acres in 2000. In the long-term, growth and profitability in the fertilizer industry are driven by world population growth and rising living standards that create an increasing demand for food. As the availability of arable land for production of food is largely fixed, it is imperative that crop yields are increased through application of high-analysis fertilizers and other agricultural inputs in order to meet this increasing demand. The optimal results from the application of fertilizers requires the presence and availability of the four major nutrients in a satisfactory physical form and at a price that makes their application cost effective.

Plant nutrient sulfur is growing in importance worldwide as food production increases and overall sulfur inputs diminish. Increasing crop production, reduced sulfur dioxide emissions and shifts in fertilizer sources have led to world-wide sulfur deficiencies. Over a twenty-year period, the amount of sulfur used in all fertilizers is estimated at around 10 million tons per year, however, nitrogen consumption has almost doubled during this period from approximately 39 million tons in 1973, to about 75 million tons in 1991. The increased consumption of sulfur free, high-analysis fertilizers is one of the most significant causes of sulfur deficiency.

According to the Sulphur Institute, in 1991 it was estimated that the total annual unrealized world market potential for sulfur as a plant nutrient was 6.4 million tons. The need for sulfur as a plant nutrient has shown steady growth since the 1960s and is expected to continue growing into the 21st century. The world deficit for sulfur as a plant nutrient is estimated to be 12 million tons by 2010.

In North America, demand for sulfur by the agriculture industry is affected by cyclical growing patterns. Accordingly, demand is greatest in the late fall through early spring season, as growers typically accumulate plant nutrients for the spring growing season.

To date, sulfur requirements have been partially satisfied with the application of ammonium sulfate. Granular ammonium sulfate is composed of approximately 24% sulfur in sulfate form. Ammonium sulfate is relatively low cost. Due to the lack of high-analysis sulfur fertilizers and the low cost of granular ammonium sulfate, this product is being applied to crops. However, ammonium sulfate has drawbacks including its low concentration of sulfur.

A high-analysis form of sulfur would significantly lower transportation, storage, and application costs and allow for the more precise application of sulfur than can be achieved through the use of fertilizers. As transportation costs account for a significant share of fertilizer costs, the increase in concentration of a fertilizer and the consequent drop in tons of product required significantly lowers the cost of usage of a fertilizer product and increases its desirability.

Pure form sulfur plant nutrients are typically mixed with other fertilizers prior to application. This results in a need to produce the sulfur in a form that will blend evenly with other fertilizers, as well as deliver sufficient sulfur to the crops. Currently available products are somewhat unsatisfactory due to their inability to blend with other fertilizers or impermeable pellets that result in limited surface area resulting in slow absorption rates by the soil. Other pellets, such as ammonium sulfate deliver lesser amounts of sulfur. The industry requires an EPNS pellet that can be readily blended with other fertilizers, and is easily absorbed into the soil.

In summary, increased demands on agricultural land, combined with the increased use of high-analysis fertilizers and rapidly declining sulfur dioxide emissions, has lead to increased incidents of sulfur deficiencies. Many deficiencies are acute. Based on this, the demand for sulfur-based fertilizers is expected to increase and such fertilizers will become a permanent fixture in agriculture. Many attempts to develop products to address this need have been made by various companies, but to date a completely satisfactory product has not been offered. Other products currently available offer a partial solution. We are seeking to develop a competitively priced solution to address the need for a suitable form of sulfur plant nutrient. We believe our proposed product is designed to be agronomically acceptable with specific physical characteristics required for handling and application.

Our Products

Our current product is a powdered elemental sulfur fungicide. Future products that we are developing are a pellet form EPNS product, and an alternative form of sulfur fungicide referred to as a dry flowable fungicide. We have suspended research and development of future products pending our review of potential merger opportunities and plan of operation.

Our Sulfur Based Fungicide Product

Our fungicide is used to control powdery mildew on crops such as apples, cherries, citrus, grapes, peaches, plums, prunes, beans, carrots, cotton, onions, peas, sugar beats, and tomatoes. During the first year of production ending September 30, 2001 sales were approximately one thousand tons. Sales for the year ending September 30, 2002 were approximately 2,100 tons. Orders as of January 10, 2003 for fungicide to be delivered during the upcoming year are in excess of 4,000 tons yet due to a variety of factors including the rise in price of the raw material sulfur we have declined to have product produced for the 2003 season. We are currently negotiating with a sulfur milling facility in Alberta for production required to meet orders for the 2004 growing season.

Our sulfur based fungicide can be widely used on numerous crops. The process involved in the production of the fungicide is relatively straightforward and efficient.

We have historically sourced our sulfur from suppliers located in the Province of Alberta, Canada and the State of Texas. Alberta produces a significant amount of oil and gas and consequently sulfur recovered from the desulfurization of these fossil fuels is abundantly available. There is currently a surplus of raw sulfur in Alberta which is expected to last indefinitely due to the ongoing production of high sulfur or sour gas in the province. This surplus has recently kept the purchase price of sulfur low, yet recent events including geopolitical events have restricted supplies of sulfur from the Middle East and have driven up sulfur prices in North America. It is management's belief that prices will return to the levels of the recent past as sulfur from the Middle East resumes shipment. Texas similarly produces significant sulfur from oil and gas extraction and desulfurization.

Our current market is primarily California. Shipment of product has historically been by truck. Transportation to the primary markets in California remains inexpensive due to the abundant availability of back-haul transport from trucks returning to California after delivery of products to Canada.

Our Proposed Elemental Plant Nutrient Sulfur (EPNS) Product

We have been developing the methodology and technology required to produce Elemental Plant Nutrient Sulfur, a solid plant nutrient product in pellet form. We believe that there is currently no completely satisfactory EPNS product offered on the market and accordingly the opportunity exists to develop and market a competitively priced product that has the specific physical characteristics required for handling and application. We are currently suspending further development and engineering of our EPNS product pending our efforts to locate a partner or merger candidate with which we can consolidate our operations.

Our EPNS product is designed as a solid pellet comprised of approximately 90% elemental sulfur that will be blended with the nutrients nitrogen, phosphate and potassium and subsequently applied to crops. We are seeking to develop a superior product to the sulfur-based fertilizer products currently available on the market. In particular, our product is being engineered to blend smoothly with other nutrients, and to dissolve rapidly into the soil with a high percentage of sulfur compound delivery for absorption by plants. Blending generally occurs in the region where the fertilizer will be applied and is conducted by an intermediary facility that blends in accordance with specifications received by individual crop growers. The need to have regional blending facilities that can blend to a requested specification means that pre-blending of the fertilizer is not practical.

We have previously initiated discussions on our product with distributors and purchasers to determine the size of our market and sales expectations. We initially targeted the commencement of sales of our EPNS product in the late fall of 2003, timed to coincide with growers preparing for the spring growing season. However, as a consequence of the seizure of our milling assets, the timing of the release of our EPNS product is dependent on when we can locate a suitable production partner or merger candidate with the necessary resources required to complete the development and implementation of our form of EPNS production. During the past three years, we have spent in excess of $130,000 on the research and development of our proposed EPNS product. We estimate that the commercial release of the EPNS product will require an additional $450,000 for development, retooling, marketing and administrative costs prior to commencing sales of this product.

Dry Flowable Sulfur Fungicide

We have been in ongoing negotiations to acquire a license to certain production technology and formulations necessary to produce dry flowable sulfur fungicide. We have suspended these negotiations indefinitely. Should we be successful at locating a production partner or merger candidate, we will re-visit the acquisition of the license. Dry flowable sulfur fungicide is a form of very finely micronized sulfur with certain qualities of dispersion and suspension in water, that offers an alternative to our powdered form fungicide. This product has similar uses as our powdered sulfur fungicide, but offers certain characteristics that are better suited to certain commercial crop applications. The fine powder is readily dissolved into a liquid that can be applied to operations that cannot use crop-dusting techniques, such as smaller farms or orchards.

We believe the market for dry flowable sulfur fungicide in North America and world-wide is rapidly expanding because of its application advantages over powdered fungicide.

Market and Marketing

The current market for our powdered fungicide is primarily California. Our fungicide is sold through distributors specializing in specific regions and products. The majority of our sales are conducted through three agricultural product distributors, however, we also sell directly to some commercial growers. It is not expected that the loss of any one distributor will have a material impact on our sales as current demand for sulfur is generally believed to be relatively constant and a decrease in sales to one purchaser or distributor is expected to result in an increase in sales to another, provided our pricing and quality remain competitive. Marketing efforts are primarily directed at agricultural industry distributors in California. We are reviewing the possibility of expanding our marketing efforts to other regions that may require a sulfur-based fungicide including counter-cyclical regions such as South America and Australia. Product demand and shipping costs are critical factors being analyzed in determining suitable markets. We market our product under the trade name "Micron Dusting Sulfur 44".

We expect that the market for our proposed EPNS product is initially industrial canola and grain crop growers in the Midwestern United States and Canada. These growers are thought to be the largest expected beneficiaries of EPNS products. We will sell our EPNS product through distributors with numerous points of sale. Therefore, we will concentrate marketing efforts on establishing relationships with these distributors. The Company will also seek to establish relationships with producers of fertilizer products whose product lines would benefit from the addition of EPNS. Numerous candidates exist in every geographic region, however, the initial sales of EPNS would be confined to markets within an economically serviceable geographic region. An economically serviceable geographic region refers to markets to which our sulfur products can be economically supplied to because transportation costs are not prohibitively high. From facilities in Alberta, the Northwestern and Western US as well as Western Canada can be served effectively due to competitive transport costs. We are also studying the economics of marketing our products to offshore markets.

Competition

Most of our fungicide sales are in California through distributors that place orders based on price, quality, and availability standards. Demand for packaged elemental powdered sulfur fungicide by distributors is price sensitive and accordingly we must be able to adjust to changes in pricing due to fluctuations in demand or supply.

The market for sulfur dusting powders on the west coast of North America is primarily supplied by a production facility owned by a competitor located in Fresno, California. While this competitor is located close to markets and has numerous established relationships, we believe that our product can be offered from Alberta suppliers at competitive prices for several reasons including the following: proximity to sulfur stockpiles allows raw sulfur to be obtained at a low cost per ton with low transportation cost; the availability of cheap transport to the California market as truck operators are willing to provide transport services at a reduced rate in order to fill otherwise empty trucks returning to the U.S.; our operating costs are paid in Canadian dollars which currently provides us with an exchange rate advantage; and we do not have a competitive relationship with many distributors in California.

We believe that there is currently no product available on the market today that offers a satisfactory alternative to our proposed EPNS product. Other products offer partial solutions to sulfur deficiency in soil that our product is designed to remedy. The process for developing our EPNS product is not proprietary to us and other potential competitors have access to this information. However, given the limited interest and capital and technical requirements in producing a competitive product, we believe that competition will be slow to arise. Further, we do not expect that larger fertilizer companies will present significant competition as the relatively small size of this niche market combined with the specialized requirements for production, limits the appeal to these companies to provide direct competition.

Our proposed dry-flowable sulfur is expected to be marketed initially to smaller commercial farm and orchard operations in Canada and the United States.

Marketing of all products essentially consists of contacting industry distributors and creating awareness of our products.

Sources of Revenues

Currently, all revenues are derived through sales of our sulfur fungicide product. We are actively seeking additional avenues to market and sell our fungicide product. In addition, if we are successful at developing, producing and marketing our pellet form EPNS and our dry flowable fungicide, then we will generate additional revenues from the sale of those product. We are also exploring the market for sulfur applications among other industries.

Employees

As a result of the closure of our milling and packaging plant, we do not currently require employees. All sales, marketing, research and development services are provided directly by our directors and officers.

Item 2. DESCRIPTION OF PROPERTY.

Offices and Production Facilities

Our executive offices located at 1302 Arbutus Street, Vancouver, BC have been provided by Adam Smith, a Director of the Company free of charge. We believe that our current facilities are adequate and suitable for our current use, which consists primarily of sales and marketing of our products, as well as reviewing opportunities and negotiations with potential partners and merger candidates. We are seeking to acquire new production facilities through a merger with a suitable production partner. Our facilities are adequately insured against perils.

Governmental Regulation

We have applied for and received the licenses necessary to export and sell our powdered sulfur-based fungicide product in the United States by the Environmental Protection Agency as well as the California Department of Pesticide Registration. In our opinion, these licenses could be of significant value to a potential merger candidate or partner as they allow the export and sale of our product to the California market.

We hold all necessary business and product approvals for the production and storage of sulfur products from Canadian provincial regulators, although we are not currently engaged in production our product. We believe that should we determine to restart in-house production and packaging of our product, the cost associated with obtaining the necessary permits and otherwise complying with environmental laws is minimal.

While there can be no certainty, we believe that the regulatory environment will continue to support our current and planned activities. However, any reversal of the current regulatory approvals of such products could have a serious and material negative effect on our business prospects.

Item 3. LEGAL PROCEEDINGS

To the best of our knowledge, there are no legal actions pending, threatened, or contemplated against us other than as noted in the following paragraphs.

We are subject of an order issued in 2001 by Alberta Environment and the Town of Crossfield to cease operations pending remedial work of environmental contamination as a result of actions of a prior tenant. The remedial work has been completed and documentation and inspections necessary for removal of the order have not been completed.

A civil action was commenced in the Supreme Court of British Columbia on February 10, 2003 by D. Bruce Horton, Peter Krag-Hansen, Darcy Higgs and BMD Financial Inc. claiming a total of $175,000 in Canadian currency as repayment of a working capital loan to MPAC Corp. and 805332 Alberta Ltd. Our director, Adam Smith is also named in the action. We are seeking to negotiate a settlement of the claim and expect to conclude this settlement in the near term.



Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

PART II.

Item 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTER

The Company's Common Stock is traded in the over-the-counter market in the Pink Sheets under the Symbol "MPCC" for the Year ended September 30, 2003. Subsequent to that date the shares of the company have been additionally listed on the OTC Bulletin Board. Both the OTC Bulletin Board and the over-the-counter market in the Pink Sheets has a limited and sporadic trading market and does not constitute an established trading market. During the year ended September 30, 2003 the stock had a single trade at $0.05. There has subsequently been a single trade in the stock on November 6, 2003 at the price of $0.115. Quotation of bid, ask and trade prices on the OTC Bulletin Board and Pink Sheets does not reflect retail markup, markdown or commissions and accordingly may not represent actual transactions.

The following table sets forth the range of high and low bid prices of the Company's Common Stock for the quarters indicated through the fourth quarter of 2003.

|2003 Calendar Year | High Bid | Low Bid
|------------------ | -------- | -------
|Second quarter     | $0.05    | $0.03  
|Third quarter      | $0.03    | $0.03  
|Fourth quarter     | $0.03    | $0.03  

As at December 31, 2003, there were 8,291,518 shares of our common stock issued and outstanding and approximately 76 stockholders of record.

As at December 31, 2003, there were 6,400,000 shares of our common stock reserved for issuance pursuant to the right to convert shares of 805332 BC Ltd. for shares of MPAC, granted to two or our directors in connection with the acquisition of Micron. We have also reserved 250,000 shares of our common stock for issuance as a finders fee in connection with the acquisition of Micron, which is payable to third party finder.

Accordingly, on a fully diluted basis, our share capital would consist of 14,941,218 shares of common stock.

There are no contractual restrictions on the resale of any our outstanding common stock. As at December 31, 2003, there are shares of our common stock that are restricted from resale under Rule 144 promulgated under the U.S. Securities Act of 1933, as follows:

|Number of Restricted Shares | Description                                                                                                                                                          
|--------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6,400,000                   | Shares issuable to affiliates upon conversion, that pursuant to Rule 144(d)(3)(ii) may, when issued, be sold in accordance with the affiliate provisions of Rule 144.
|250,000                     | Shares reserved for issuance that pursuant to Rule 144(d)(3)(ii) may be sold in accordance with Rule 144(k) when issued.                                             
|2,191,369                   | Shares held by affiliates that may be sold in accordance the affiliate rules set out in Rule 144.                                                                    

Total restricted (issued and reserved): 8,841,369 shares

Total restricted held by Affiliates (issued and reserved): 8,591,369 shares

Total non-restricted: 5,915,000

In general, Rule 144 under the Securities Act provides that securities may be sold if there is current public information available regarding the issuer and the securities have been held at least one year. Rule 144 also includes restrictions on the amount of securities sold, the manner of sale and requires notice to be filed with the SEC. Under Rule 144 a minimum of one year must elapse between the later of the date of the acquisition of the securities from the issuer or from an affiliate of the issuer, and any resale under the Rule. If a one-year period has elapsed since the date the securities were acquired, the amount of restricted securities that may be sold for the account of any person within any three-month period, including a person who is an affiliate of the issuer, may not exceed the greater of 1% of the then outstanding shares of our common stock or the average weekly trading volume in the over-the-counter market during the four calendar weeks preceding the date on which notice of sale is filed with the SEC. If a two-year period has elapsed since the date the securities were acquired from the issuer or from an affiliate of the issuer, a seller who is not an affiliate of the issuer at any time during the three months preceding a sale is entitled to sell the shares without regard to volume limitations, manner of sale provisions or notice requirements. Affiliates of the issuer are subject to an ongoing volume restriction pursuant to Rule 144 on resales of shares held by them.

Transfer Agent and Registrar

The transfer agent and registrar for the common stock of MPAC is Interwest Transfer Company, Inc., 1981 East Murray Holladay Road, Suite 100, P.O. Box 17136, Salt Lake City, UT 84117, telephone, (801) 272-9294.

Dividends Policy

We have not paid dividends on our common stock since our inception. Dividends on common stock are within the discretion of the Board of Directors and are payable from profits or capital legally available for that purpose. It is our current policy to retain any future earnings to finance the operations and growth of our business. Accordingly, we do not anticipate paying any dividends on common stock in the foreseeable future.

Recent Sales of Unregistered Securities

Please refer Item 4 of Part II of our amended Form 10-SB filed December 13, 2002 for information concerning recent sales of unregistered securities.

Item 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following discusses the Company's financial condition and results of operations based upon the Company's consolidated financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. It should be read in conjunction with the Company's financial statements and the notes thereto and other financial information included in the Company's Form 10-KSB for the year ended September 30, 2003.

Subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth above and contained elsewhere in this Annual Report on Form 10-KSB.

These consolidated financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has a working capital deficiency of $798,174 and a stockholders deficiency of $ $798,174 at September 30, 2003 and requires additional capital in order to remain a going concern. The continuation of the Company is dependent on its ability to obtain the necessary capital to achieve profitability and to meet the requirements, from time to time, of lenders, if any, who are willing to provide this financing. The Company believes that its operations will generate additional funds and that it will be able to obtain additional capital primarily through the issue of shares and debt from outside investors and management.

Results of operations for the twelve months ended September 30, 2003 ("2003") compared to the twelve months ended September 30, 2002 ("2002") .

Sales revenues for the twelve months ended September 30, 2003 were $nil compared to sales of $405,891 for the twelve months ended September 30, 2002, a decrease of 100%. This decrease reflects our decision not to produce or have produced product for the 2003 season. The year ended September 2003 was the third year of marketing of fungicidal sulfur dusting powder. Purchase orders received for product delivery for the ensuing fiscal year ending September 2003 indicated an increase over our orders received for 2002, due to a renewed order from our largest distributor and familiarity with our brand name within the industry yet due to a variety of factors including poor market conditions in California due to weather and a reduction in the amount of wine grapes grown as well as a rise in the price of raw material sulfur we choose not to attempt to contract production and supply fungicide during the 2003 season.

Cost of goods sold was nil the twelve months ended September 30, 2003 versus $415,882 the twelve months ended September 30, 2002. The decrease reflects our decision not to produce or have produced product for the 2003 season and subsequent lack of sales. The Company is exploring production outsourcing costs for its product for the upcoming production year.

A loss of $154,754 was incurred for the twelve months ended September 30, 2003 as compared to a loss of $436,548 for the twelve months ended September 30, 2002. The change reflects the inactivity of the company in both sales and marketing and research and development. As well as the large decrease in the carrying value of assets that took place during the preceding year

Selling, general and administrative expenses decreased to $141,539 during the twelve months ended September 30, 2003 from $451,855 for the twelve months ended September 30, 2002 reflecting the factors cited above.

Liquidity and Capital Resources

Cash and cash equivalents at September 30, 2003 totaled $19,383 as compared with the cash and cash equivalents of $43,769 at September 30, 2002. Accounts receivable at September 30, 2002 was $2,035 and an investment tax credit of $86,920 that was receivable as of September 30, 2002 was received during the year ending September 30, 2003. The Investment tax credits of $86,920 were received in cash in October 2002, subsequent to the September 30, 2002 year-end.

The company raised no additional equity financing during the year ending September 30, 2003 and during the first quarter of fiscal 2003 and we received an investment tax credit of $86,920. We have funded business operations using cash from an additional equity financing raised during the first quarter of 2002, and the scientific tax funding grants received during the first quarter of fiscal 2003. For the twelve months ended September 30, 2003, there were no capital expenditures.

To date, we have not invested in derivative securities or any other financial instruments that involve a high level of complexity or risk. We expect that in the future, any excess cash will continue to be invested in high credit quality, interest-bearing securities. We believe cash from operating activities, and our existing cash resources may not be sufficient to meet our working capital requirements for the next 12 months. We will likely require additional funds to support the development and marketing of our product. There can be no assurance that additional financing will be available on acceptable terms, if at all. If adequate funds are not available, we may be unable to develop or enhance our products, take advantage of future opportunities, respond to competitive pressures, and may have to curtail operations. There are no legal or practical restrictions on the ability to transfer funds between parent and subsidiary companies.

We do not have any material commitments for capital expenditures as of September 30, 2003.

For the twelve months ended September 30, 2003, there were no capital expenditures.

Critical Accounting Policies

The Company's discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the estimated recoverable amount of investment tax credits, trade accounts receivable, and deferred tax assets. The Company believes the following critical accounting policies require its more significant judgment and estimates used in the preparation of the consolidated financial statements.

The company follows the cost reduction method of accounting for investment tax credits and recognizes the estimated net recoverable amount when reasonable assurance exists as to their collectability.

The company maintains an allowance for doubtful accounts for estimated losses that may arise if any of its customers are unable to make required payments. Management specifically analyzes the age of customer balances, historical bad debt experience, customer credit-worthiness, and changes in customer payment terms when making estimates of the uncollectability of the company's trade accounts receivable balances. If the company determines that the financial conditions of any of its customers deteriorated, whether due to customer specific or general economic issues, increases in the allowance may be made. To date no customer balance has been unpaid in the timeframe allowed to customers.

Income taxes are accounted for under the asset and liability method. Under this method, to the extent that it is not more likely than not that a deferred tax asset will be recovered, a valuation allowance is provided. In making this determination, the Company considers estimated future taxable income and taxable timing differences expected to reverse in the future. Actual results may differ from those estimates.

Recent Accounting Pronouncements

It is the company's policy to adopt all applicable new accounting pronouncements as they are issued, which may be in advance of the effective date of the pronouncement.

In August 2001 the FASB issued SFAS No 144 Accounting for the Impairment or Disposal of Long-Lived Assets, which supercedes SFAS No 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. The rules in SFAS No 144 restate and establish guidelines for evaluating the impairment of the company's capital assets and the write downs to be recorded when there has been impairment. The company adopted the requirements of SFAS No 144 when the pronouncement was issued. There was no substantive change in the company's capital assets, results of operations or cash flows on the adoption of this pronouncement.

Item 7. FINANCIAL STATEMENTS

The financial statements are attached to this report following the signature page and officer certification pages.

Item 8. CHANGES IN ACCOUNTANTS AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On March 31, 2003, we filed a report on Form 8-K announcing a change in our certifying accountants, which report is incorporated herein by reference.

PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Executive Officers

Our Board of Directors and executive officers and their respective ages as of January 10, 2004 are set forth in the table below. Each of the directors of MPAC will serve until the next annual meeting of shareholders or until his successor is elected and qualified.

Also provided is a brief description of the business experience of each director and executive officer and the key personnel during the past five years and an indication of directorships (if any) held by each director in other companies subject to the reporting requirements under the Federal securities laws.

The following table sets forth, as of the date of this registration statement, the name, age and position of the officers and directors of the MPAC.

|Name                 | Age | Position (1)                
|-------------------- | --- | ----------------------------
|Adam J.C. Smith      | 40  | Director, President, and CEO
|Paul Uppal           | 50  | Director and Treasurer      
|David R. Uppal       | 41  | Director and Secretary      
|Michael M.D. Laidlaw | 68  | Director                    

1. Pursuant to our bylaws, all directors serve for a term of one year, until they resign or until they are removed by majority vote at a meeting of the stockholders. Officers are elected by MPAC's directors and serve for a term of one year, or until such time as their successor is appointed, until they resign or until they are removed by the directors.

None of the MPAC's directors and officers hold positions with other reporting companies save for Mr. Laidlaw who is a director of Global Net Entertainment Corp. and Otish Mountain Exploration Inc., both publicly listed companies trading on the TSX Venture Exchange in Canada.

The following is a brief summary of the education and business experience of the following:

Adam J.C. Smith, Chief Executive Officer, President and Director: Mr. Smith has over 16 years experience in a variety of corporate finance positions most recently with Groome Capital Advisors of Montreal, Canada. Mr. Smith has been responsible for the acquisition, fundraising, and corporate duties necessary to create MPAC, has acted as an officer and director of a subsidiary of MPAC Corporation since its inception in 1998, and has acted as a Director and Chief executive officer of MPAC since 2000. Mr. Smith is responsible for several aspects of the operations of MPAC including the initiation of product marketing, application for regulatory approvals for the sale of the product, and the Company's research and development projects. Mr. Smith graduated from the University of British Columbia in 1986 receiving a Bachelor of Arts degree in Philosophy.

Paul Uppal, Director and Treasurer: Mr. Uppal has served as Director of MPAC since May 1, 2000. Mr. Uppal has owned and operated a lumber marketing company for over 16 years and has been the Human Resources Manager of Goldwood Industries since 1986. Mr. Uppal is a real estate developer who joined the Real Estate and Sub-Mortgage Brokers Association of British Columbia in 1994. He previously owned and operated a local pub for 16 years, while serving as director of the Neighborhood Pub Owners Association. Mr. Uppal had served on the board of directors of the North Fraser Harbour Commission since 1998. Mr. Uppal was recently appointed to a second term as Chairman of the Board of the North Fraser Port Authority in 1999 that manages the operation of a large port and waterway.

David R. Uppal, Director and Secretary: Mr. Uppal has owned and operated a lumber manufacturing firm, Universal Lumber Sales Ltd., for the past 15 years. Universal Lumber has 3 manufacturing facilities in the Canada, employing over 100 people. The manufactured products are sold in the U.S., predominantly in California. Sales in 1999 were in excess of $15,000,000. Mr. Uppal also overseas 60 employees generating $2.5 million in sales at Metrotown Restaurants Ltd., the operator of two restaurants. Mr. Uppal graduated from Simon Fraser University in 1984 with a Bachelor of Arts degree.

Michael M.D. Laidlaw, Director: Mr. Michael M. D. Laidlaw was appointed to the Board of the Company on May 1, 2000. He is an international financial consultant and advisor. Over the last ten years Mr. Laidlaw has assisted in achieving funding for companies trading on NASDAQ, TSX Venture (formerly the Canadian Venture Exchange) and TSX (formerly the Toronto Stock Exchange) exchanges. In 1955, he joined the London brokerage house of Angel H. Hart & Company in London, England, and in 1961 he moved to Vivian Gray & Company, also in London, England. In 1963, he became a member of the London Stock Exchange. In 1964 he was appointed a partner of Vivian Gray & Company and became the managing partner in 1980. Funds under his management during the early 1980.s amounted to over 2.5 Billion Pounds Sterling. In 1985, Mr. Laidlaw acquired Giles & Overy, a London brokerage house, and increased revenues by tenfold over a three-year period. In 1988, he became an independent financial advisor and consultant to many European and North American companies. Since September of 1999 Mr. Laidlaw has been a Director and President of Global Net Entertainment a publicly listed company trading on the TSX Venture Exchange in Canada. Mr. Laidlaw is also Director and President of Otish Mountain Exploration Inc., a publicly listed company trading on the TSX Venture Exchange in Canada.

Significant Employees

MPAC does not have any significant employees or written employment contracts with any employee or officer.

Family Relationships

There are no family relationships among the our directors or officers, except as between Paul Uppal and David R. Uppal who are related as second cousins.

Compliance with Section 16(a) of the Exchange Act



Item 10. EXECUTIVE COMPENSATION

The following table provides a summary of the compensation paid to the Chief Executive Officer for the years ended September 30, 2001, September 30, 2002, and September 30, 2003. No executive officer received a total annual salary, bonus and other compensation in excess of $100,000 in those periods. MPAC's Chief Executive Officer has received no compensation other than consulting fees. No executive officer that would have otherwise been included in this table on the basis of salary and bonus earned for the 2003 fiscal year has been excluded by reason of his or her termination of employment or change in executive status during the fiscal year.

|SUMMARY COMPENSATION TABLE        
|----------------------------------
|                                  
|                                  
|(a)                               
|Name and
Principle
Position       
|Adam J.C.
Smith,
President and
CEO
|                                  
|                                  

* the information in the above table is presented as at September 30 for each of the relevant years.

As of the date of this registration statement, we have not paid any bonuses or granted any stock awards, options or stock appreciation rights to any officer, director or employee. No options have been exercised. We have no arrangements for the compensation of directors and officers for their services as directors and officers.

Director Compensation

No compensation was paid to directors for services rendered as a director.



Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the MPAC's issued and outstanding common stock owned as of December 31, 2003 by (i) each person who is known to us to be the beneficial owner of more than 5 percent of our common stock; (ii) named directors and executive officers; and (iii) all directors and executive offices of MPAC as a group. Unless otherwise indicated in the footnotes below on the table as subject to community property laws, where applicable, the persons as to whom the information is given has sole investment power over the shares of common stock shown as beneficially owned.





|Name and Address of Beneficial Owner                                                      | Amount and nature ofbeneficial ownership | Percent of Class (1)
|----------------------------------------------------------------------------------------- | ---------------------------------------- | --------------------
|Teresa Lo
183 - 1857 West Fourth Ave
Vancouver, B.C. V6J 1M4                              | 600,000                                  | 7.23%               
|Adam J.C. Smith
(Director, President and CEO)
1302 Arbutus Street
Vancouver, B.C. V6J 3W8 | 1,526,518(2)                             | 18.41%              
|Aziz Rajwani
106, 3780 Cambie Street
Vancouver, B.C. V5Z 2X5                              | 432,000                                  | 5.21%               
|Valerie Orr
38 Glenmore Drive
West Vancouver, B.C. V7S 1A6                                | 515,000(3)                               | 6.21%               
|Michael M.D. Laidlaw
(Director)
55 Falcon Way
Isle of Dogs
London E14 9VP
England         | 550,000                                  | 6.63%               
|Paul Uppal
(Director and Treasurer)
11032 Scarborough Dr.
Delta, B.C.
V4C 7S5             | 3,300,000(4)                             | 28.90%(5)           
|David R. Uppal
(Director and Secretary)
8349 Laurel Street
Vancouver, B.C. V6P 3V4        | 3,400,000(4)                             | 29.77%(5)           
|Directors and Officers as a Group (4 persons)                                             | 8,476,518                                | 59.69%(5)           

|Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. These calculations are based on a total issued and outstanding share capital as at December 31, 2003 of 8,291,518 common shares, and for each beneficial owner assumes conversion or exercise of all convertible securities held by the particular beneficial owner.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. Includes 877,667 shares held by Panda Management Ltd., a company controlled by Adam J.C. Smith, and 25,000 shares held by Marouska Schluter, a close family member.                                                                                                                                                                                                                                                                                      
|3. Includes 15,000 shares held by Ron Orr, a close family member.                                                                                                                                                                                                                                                                                                                                                                                           
|4.Includes shares issuable upon exercise of the right to convert shares of a subsidiary of MPAC for a total of up to 3,200,000 of our shares, which right may be exercised within the next 60 days and thereafter.                                                                                                                                                                                                                                          
|5.These amounts include beneficial ownership of securities not currently outstanding but which are reserved for immediate issuance on exercise of options. In particular, these amounts include shares issuable upon exercise of options as follows: 3,200,000 shares issuable to Paul Uppal; and 3,200,000 shares issuable to David R. Uppal.                                                                                                              



Item 12.

Directors of MPAC are not currently compensated by us for meeting attendance or otherwise, but are entitled to reimbursement for their travel expenses. We do not pay additional amounts for committee participation or special assignments of the Board of Directors.

Adam J.C. Smith, President, Paul Uppal, Treasurer, and David R. Uppal, Secretary of MPAC, are currently the only full time executives of MPAC and are not in receipt of any salary at this time but are entitled to reimbursement for their travel expenses, and other expenses related to their duties as officers. Michael M.D. Laidlaw, a Director of MPAC, received consulting fees in the amount of $25,000 during fiscal 2001 for duties performed. In fiscal 2001, Mr. Laidlaw provided consulting services in connection with assessing capital markets, obtaining a quotation on the Pink Sheets trading service, and assisting with corporate finance initiatives.

Mr. Paul Uppal and Mr. David Uppal are the President and Secretary respectively of Micron Milling & Packaging Company Ltd., a subsidiary of MPAC, and have not received compensation to date for the services in those capacities, but are entitled to reimbursement for their travel expenses, and other expenses related to their duties as officers of the subsidiary.

During the fiscal 2001, MPAC borrowed $103,270 from Mr. Paul Uppal and an additional $103,270 from Mr. David Uppal by way of promissory notes. Both notes are due within 13 months of the date demand for repayment is made and otherwise have no specific terms of repayment. Interest accrues on the notes at the Royal Bank of Canada prime lending rate plus 1%. These notes are currently outstanding, and no demand for repayment has been received by us. The loans from David Uppal and Paul Uppal provided funds for the acquisition of capital equipment, the refurbishing and operation of the plant as well as for general and administrative purposes.

In connection with acquisition of Micron Milling and Packaging Ltd. during fiscal 2001, we issued 3,200,000 shares of the common stock of a subsidiary to Paul Uppal and 3,200,000 shares of the common stock of a subsidiary to David R. Uppal, who previously held 76.5% of the issued and outstanding shares in the capital of Micron. The shares issued to the Uppals carry the right of conversion into shares of MPAC on a one to one basis.

Subsequent to our September 30, 2002 year end, we issued 114,851 shares of common stock to Adam Smith, a director and President of MPAC, in exchange for services rendered in connection with our operations, which we valued at $58,743.

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

|Exhibit No.         | Description of Exhibit                                                                                                                                                                                               | Manner of Filing                                                                                                                                                                                               
|------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)                | Articles of Incorporation of MPAC Corporation                                                                                                                                                                        | Incorporated by reference to Exhibit 2.1 from the registrants registration statement on Form 10-SB filed with the Securities and Exchange Commission on July 31, 2002 and amendments thereto (the "Form 10-SB")
|3(ii)               | By-Laws of MPAC Corporation                                                                                                                                                                                          | Incorporated by reference to Exhibit 2.2 on the Form 10-SB                                                                                                                                                     
|4.1                 | Promissory Notes issued by MPAC to David Uppal                                                                                                                                                                       | Incorporated by reference to Exhibit 6.1 to the Form 10-SB                                                                                                                                                     
|4.2                 | Promissory Notes issued by MPAC to Paul Uppal                                                                                                                                                                        | Incorporated by reference to Exhibit 6.2 to the Form 10-SB                                                                                                                                                     
|10.1                | Share Exchange Agreement between 805332 Alberta Ltd., MPAC Corporation, Paul Uppal, David Uppal and Micron Milling and Packaging Company Ltd.                                                                        | Incorporated by reference to Exhibit 10.2 to the Form 10-SB                                                                                                                                                    
|16                  | Letter from Hay & Watson, Chartered Accountants on change in certifying accountant                                                                                                                                   | Incorporated by reference to Exhibit 16 on Form 8-K filed with the Securities and Exchange Commission on March 31, 2003.                                                                                       
|21.1                | Subsidiaries of the Registrant.                                                                                                                                                                                      | Incorporated by reference to Exhibit 21 of the Form 10-SB.                                                                                                                                                     
|99.1                | Certification required pursuant to section 906 of the Sarbanes-Oxley Act.                                                                                                                                            | Filed herewith                                                                                                                                                                                                 
|99.17a99.17b
99.17c | United States Environmental Protection Agency Notice of Pesticide Registration
California Department of Pesticide Regulation Certificate of Registration
California Department of Pesticide Regulation Product Label | Incorporated by reference to Exhibits 99.17a, 99.17b and 99.17c of the Form 10-SB.                                                                                                                             

(b) Reports on Form 8-K

No reports on Form 8-K were filed by the registrant during the fourth quarter of 2003.



Item 14. CONTROLS AND PROCEDURES



Evaluation of disclosure controls and procedures. Based on the evaluation of the Company's disclosure controls and procedures as of a date within 90 days of the filing date of this Annual Report on Form 10K-SB, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner. Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation.



Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 14, 2004.

MPAC Corporation

By: /s/ Adam Smith

Adam Smith, President

In accordance with the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated, on February 14 , 2004.



|Signature                               | Title                                               | Date             
|--------------------------------------- | --------------------------------------------------- | -----------------
|By: /s/ Adam Smith
Adam Smith           | President, Director and Principal Executive Officer | February 14, 2004
|By: /s/ Michael Laidlaw
Michael Laidlaw | Director and Principal Accounting Officer           | February 14, 2004
|By: /s/ Paul Uppal
Paul Uppal           | Director                                            | February 14, 2004
|By:/s/ David R. Uppal
David R. Uppal    | Director                                            | February 14, 2004





SECTION 302 CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

I, Adam Smith, certify that:

1. I have reviewed this annual report on Form 10-KSB of MPAC Corporation.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6. The registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 14, 2004

/s/ Adam Smith

Adam Smith

Chief Executive Officer



SECTION 302 CERTIFICATION BY PRINCIPAL ACCOUNTING OFFICER

I, Michael Laidlaw, certify that:

1. I have reviewed this annual report on Form 10-KSB of MPAC Corporation.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6. The registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 14, 2004

/s/ Michael Laidlaw

Michael Laidlaw

Principal Accounting Officer











MPAC CORPORATION

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2003 and 2002

(Stated in US Dollars)



















INDEPENDENT AUDITORS' REPORT

To the Stockholders of

MPAC Corporation

(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of MPAC Corporation (A Development Stage Company) and subsidiaries as of September 30, 2003 and 2002 and the related consolidated statements of loss, stockholder's deficiency and cash flows for each of the years in the three year period ended September 30, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MPAC Corporation and subsidiaries as of September 30, 2003 and 2002 and the results of their operations and of their cash flows for each of the years in the three year period ended September 30, 2003 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a working capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The statements of cash flows have been restated as outlined in Note 14.



|Vancouver, Canada | "AMISANO HANSON"                    
|----------------- | ------------------------------------
|January 7, 2004   | Chartered Accountants and           
|                  | Certified Public Accountant (Nevada)





MPAC CORPORATION

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

September 30, 2003 and 2002

(Stated in US Dollars)

|ASSETS                                                                 | 2003        | 2002       
|---------------------------------------------------------------------- | ----------- | -----------
|Current                                                                |             |            
|Cash and cash equivalents                                              | $ 19,383    | $43,769    
|Accounts receivable                                                    | 2,035       | 6,676      
|Investment tax credits receivable - Note 8                             | -           | 86,920     
|Prepaid expenses                                                       | -           | 565        
|                                                                       |             |            
|                                                                       | 21,418      | 137,930    
|Capital assets - Note 2                                                | -           | 4          
|                                                                       |             |            
|                                                                       | $21,418     | $137,934   
|                                                                       |             |            
|LIABILITIES                                                           
|Current                                                                |             |            
|Accounts payable and accrued liabilities - Note 3                      | $285,860    | $225,018   
|Current portion of capital lease obligation - Note 4                   | -           | 6,328      
|Current portion of long-term debt - Note 5                             | 388,218     | 2,988      
|Demand loans - Note 6                                                  | 145,514     | 125,099    
|                                                                       |             |            
|                                                                       | 819,592     | 359,433    
|Capital lease obligations - Note 4                                     | -           | 2,247      
|Long-term debt - Note 5                                                | -           | 419,674    
|                                                                       |             |            
|                                                                       | 819,592     | 781,354    
|                                                                       |             |            
|STOCKHOLDERS' DEFICIENCY                                              
|Stockholders' Deficiency - Note 7                                      |             |            
|Common stock, unlimited number of authorized shares with no
par value: |             |            
|8,291,518 (2002:  8,291,518) shares issued and outstanding             | 8,291       | 8,291      
|Additional paid-in capital                                             | 605,854     | 605,854    
|Shares allotted                                                        | 4,370       | 4,370      
|Accumulated deficit                                                    | (1,416,689) | (1,261,935)
|                                                                       |             |            
|Total stockholders' deficiency                                         | (798,174)   | (643,420)  
|                                                                       |             |            
|                                                                       | $21,418     | $137,934   
|                                                                       |             |            

Going Concern - Note 1

Contingencies and Commitments - Notes 5, 7 and 13

|APPROVED BY THE BOARD: |  |                  
|---------------------- |  | -----------------
|"Adam Smith"           |  | "Michael Laidlaw"
|, Director             |  | , Director       



MPAC CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF LOSS

for the years ended September 30, 2003, 2002 and 2001

(Stated in US Dollars)

|                                                       | 2003       | 2002       | 2001      
|------------------------------------------------------ | ---------- | ---------- | ----------
|                                                       |            |            |           
|Sales of product                                       | $	-        | $405,891   | $194,427  
|                                                       |            |            |           
|Cost of goods sold                                     | -          | 415,882    | 139,220   
|                                                       |            |            |           
|Gross profit (loss)                                    | -          | (9,991)    | 55,207    
|                                                       |            |            |           
|Other Income                                           |            |            |           
|Interest income                                        | 1,362      | 1,921      | 661       
|Other income                                           | 2,830      | 22,984     | -         
|Foreign exchange gain (loss)                           | (17,407)   | 393        | (557)     
|                                                       |            |            |           
|                                                       | (13,215)   | 25,298     | 104       
|                                                       |            |            |           
|Expenses                                               |            |            |           
|Accounting and auditing                                | 33,444     | 21,812     | 21,620    
|Amortization                                           | -          | 22,961     | 34,938    
|Automobile                                             | -          | 805        | 2,474     
|Consulting fees - Note 11                              | 213        | 59,434     | 97,382    
|Courier                                                | -          | 357        | 726       
|Equipment rental                                       | 649        | (6,172)    | 1,648     
|General and administrative                             | 7,582      | 2,010      | 5,212     
|Insurance                                              | -          | 2,128      | 5,726     
|Interest and bank charges - Note 11                    | 649        | 2,182      | 2,049     
|Interest on long-term debt                             | 20,215     | 31,706     | 12,610    
|Legal                                                  | 19,825     | 56,011     | 45,825    
|Management fees - Note 11                              | 44,923     | 14,705     | 18,079    
|Meals and entertainment                                | -          | 163        | 1,302     
|Reduction in carrying value of capital assets
- Note 2 | -          | 162,517    | -         
|Rent and property taxes                                | 7,316      | 54,804     | 21,375    
|Repairs and maintenance                                | -          | -          | 5,446     
|Supplies and tools                                     | -          | 12,216     | 3,544     
|Telephone and utilities                                | 227        | 7,204      | 14,656    
|Transfer agent                                         | 3,159      | 967        | 2,590     
|Travel                                                 | 2,971      | 2,554      | 19,257    
|Wages                                                  | 366        | 3,491      | 19,958    
|                                                       |            |            |           
|                                                       | 141,539    | 451,855    | 336,417   
|                                                       |            |            |           
|Net loss for the year                                  | $(154,754) | $(436,548) | $(281,106)
|                                                       |            |            |           
|Basic and diluted loss per share                       | $(	0.02)   | $(	0.05)   | $(	0.04)  
|                                                       |            |            |           
|Weighed average number of shares outstanding           | 8,291,518  | 8,099,092  | 7,729,188 
|                                                       |            |            |           





MPAC CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended September 30, 2003, 2002 and 2001

(Stated in US Dollars)



|                                                                                         | 2003       | 2002       | 2001      
|---------------------------------------------------------------------------------------- | ---------- | ---------- | ----------
|Operating Activities                                                                     |            |            |           
|Net loss for the year                                                                    | $(154,754) | $(436,548) | $(281,106)
|Adjustment to reconcile net loss to net cash
provided by (used in) operating activities: |            |            |           
|Amortization                                                                             | -          | 22,961     | 34,938    
|Reduction in carrying value of capital assets                                            | 4          | 162,517    | -         
|Investment in tax credits                                                                | 86,920     | (1,510)    | (71,569)  
|Consulting, interest and other non-cash items                                            | (8,575)    | 6,577      | 40,024    
|Changes in non-cash working capital balances
consist of:                                 |            |            |           
|Decrease (increase) in accounts receivable                                               | 4,641      | 23,095     | (508)     
|Decrease in inventory                                                                    | -          | 15,071     | 4,617     
|Decrease (increase) in prepaid expenses                                                  | 565        | 52,264     | (43,241)  
|Increase (decrease) in accounts payable and  accrued liabilities                         | 60,842     | 57,669     | (5,986)   
|                                                                                         |            |            |           
|Net cash used in operating activities                                                    | (10,357)   | (97,904)   | (322,831) 
|                                                                                         |            |            |           
|Investing Activity                                                                       |            |            |           
|Purchase of equipment                                                                    | -          | (25,130)   | (48,427)  
|                                                                                         |            |            |           
|Net cash used in investing activity                                                      | -          | (25,130)   | (48,427)  
|                                                                                         |            |            |           
|Financing Activities                                                                     |            |            |           
|Increase in long-term debt                                                               | -          | -          | 177,499   
|Repayment of long-term debt                                                              | (34,444)   | (16,037)   | -         
|Issue of common shares for cash                                                          | -          | 100,000    | 190,000   
|Increase in demand loans                                                                 | 20,415     | 34,869     | 7,882     
|Decrease in cash overdraft                                                               | -          | -          | -         
|                                                                                         |            |            |           
|Net cash provided by (used in) financing
activities                                      | (14,029)   | 118,832    | 375,381   
|                                                                                         |            |            |           



Cont'd.

MPAC CORPORATIONContinued

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended September 30, 2003, 2002 and 2001

(Stated in US Dollars)



|                                                  | 2003     | 2002     | 2001     
|------------------------------------------------- | -------- | -------- | ---------
|                                                  |          |          |          
|Increase (decrease) in cash and cash equivalents  | (24,386) | (4,202)  | 4,123    
|                                                  |          |          |          
|Cash and cash equivalents, beginning of year      | 43,769   | 47,971   | 43,848   
|                                                  |          |          |          
|Cash and cash equivalents, end of year            | $ 19,383 | $ 43,769 | $ 47,971 
|                                                  |          |          |          
|Non-cash Transactions:                            |          |          |          
|Shares allotted for interest payment              | $	-      | $	-      | $(9,008) 
|Shares allotted for long-term debt payment        | $	-      | $	-      | $(49,735)
|Shares allotted for payment of consulting fee     | $	-      | $	-      | $(34,388)
|Capital assets                                    | $	-      | $	-      | $(4,370) 
|Shares allotted for future issuance - Note 7      | $	-      | $	-      | $ 97,501 
|                                                  |          |          |          
|Supplemental disclosure of cash flow
information: |          |          |          
|Cash paid for:                                    |          |          |          
|Interest                                          | $	586    | $	1,613  | $	1,464  
|                                                  |          |          |          
|Income taxes                                      | $	-      | $	-      | $	-      
|                                                  |          |          |          



MPAC CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENT OF

STOCKHOLDERS' DEFICIENCY

for the years ended September 30, 2001 to September 30, 2003

(Stated in US Dollars)



|                                               |              |         | Additional |             |                |             
|---------------------------------------------- | ------------ | ------- | ---------- | ----------- | -------------- | ------------
|                                               | Common Stock | Paid-in | Shares     | Accumulated |               
|                                               | Shares       | Amount  | Capital    | Allotted    | Deficit        | Total       
|Balance, September 30, 2000                    | 7,526,667    | $	7,526 | $223,488   | $	-         | $	(	544,281)   | $	(	313,267)
|Issued for cash - at $0.50                     | 380,000      | 380     | 189,620    | -           | -              | 190,000     
|Pursuant to an acquisition agreement           | -            | -       | -          | 4,370       | -              | 4,370       
|Pursuant to a consulting agreement             | -            | -       | -          | 34,388      | -              | 34,388      
|Pursuant to a debt settlement agreement        | -            | -       | -          | 58,743      | -              | 58,743      
|Net loss for the year ended September 30, 2001 | -            | -       | -          | -           | (	281,106)     | (	281,106)  
|                                               |              |         |            |             |                |             
|Balance, September 30, 2001                    | 7,906,667    | 7,906   | 413,108    | 97,501      | (	825,387)     | (	306,872)  
|Issued for cash - at $0.50                     | 200,000      | 200     | 99,800     | -           | -              | 100,000     
|Pursuant to a consulting agreement             | 70,000       | 70      | 34,318     | (34,388)    | -              | -           
|Pursuant to a debt settlement agreement        | 114,851      | 115     | 58,628     | (58,743)    | -              | -           
|Net loss for the year ended September 30, 2002 | -            | -       | -          | -           | (	436,548)     | (	436,548)  
|                                               |              |         |            |             |                |             
|Balance, September 30, 2002                    | 8,291,518    | 8,291   | 605,854    | 4,370       | (	1,261,935)   | (	643,420)  
|Net loss for the year ended September 30, 2003 | -            | -       | -          | -           | (	154,754)     | (	154,754)  
|                                               |              |         |            |             |                |             
|Balance, September 30, 2003                    | 8,291,518    | $	8,291 | $605,854   | $	4,370     | $	(	1,416,689) | $	(	798,174)
|                                               |              |         |            |             |                |             

MPAC CORPORATION

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2003 and 2002

(Stated in US Dollars)



Note 1	Summary of Significant Accounting Policies

Going Concern

These consolidated financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has a working capital deficiency of $798,174 and a stockholders' deficiency of $798,174 at September 30, 2003 and requires additional capital in order to remain a going concern. The continuation of the Company is dependent on its ability to obtain the necessary capital to achieve profitability and to meet the requirements, from time to time, of lenders, if any, who are willing to provide this financing. The Company believes that its operations will generate additional funds and that it will be able to obtain additional capital primarily through the issue of shares and debt from outside investors and management.

These consolidated financial statements do not reflect the adjustments or reclassifications which would be necessary if the Company was unable to continue its operations.

Operations and Basis of Consolidation

The Company was incorporated on June 18,1998 in Nevada, U.S.A. and commenced operations in October 1998. The Company's wholly-owned subsidiary company, 805332 Alberta Ltd. ("805332"), was incorporated on October 29, 1998 in Alberta, Canada and its 99.99% owned subsidiary company, Micron Milling & Packaging Company Ltd. ("Micron"), was incorporated on August 20, 1998 in Alberta, Canada. These consolidated financial statements include the accounts of the Company, 805332 and Micron.

In October 1998 the Company raised funds through the issue of shares and shareholder loans, which enabled 805332 to acquire a manufacturing facility located in Crossfield, Alberta, Canada in January 1999. The facility was used to process and package an agricultural product, using by-product sulphur as the primary feedstock, on a seasonal basis, largely between February and September each year. The Company intended to manufacture a sulphur-based fungicide product in the plant and market it in the United States of America. Due to financial difficulties caused by the lack of funds to meet ongoing lease obligations, 805332 was placed into receivership by two creditors on May 2, 2000. In consultation with the creditors, it was agreed that the assets of 805332 would be bought from the Receiver by Micron, a company then independent of MPAC and 805332. It was further agreed that the required funding for the refurbishing of the plant and operations would be provided for by funds from the two creditors, by investments from the principals of Micron (Messrs Uppal and Uppal) and by an investment from MPAC. Micron had not previously been a creditor of MPAC or 805332. It was also agreed on May 5, 2000 that MPAC would acquire the 76.5% shares of Micron owned by the two Uppals. The two Uppals would be appointed directors of MPAC upon completion of the acquisition.



Note 1	Summary of Significant Accounting Policies - (cont'd)

Operations and Basis of Consolidation - (cont'd)

Micron was inactive from the date of its incorporation to the date it acquired the plant from the Receiver.

Following the sale of the assets of 805332, both MPAC and 805332 had no significant assets. 805332 came out of receivership on June 1, 2000 and at this point was 100% owned by MPAC Corp.

The Company acquired Micron by exchanging the 76.5% of the common shares of Micron owned equally by the two Uppals for 6,400,000 common shares of 805332. Under the terms of the share exchange, these shares are convertible into 6,400,000 common shares of MPAC and have been recorded at a nominal value. The exchange of the Micron shares for shares of 805332 rather than an immediate exchange into MPAC shares is due to the more favourable tax treatment for the holders of the Micron shares, i.e., by exchanging their interest in Micron for shares in another Canadian corporation rather than a United States corporation, any tax consequences can be deferred until the ultimate conversion of their 805332 shares into MPAC common shares. The holders of the 805332 shares have consented to exercise the right of conversion at the time the Company requests it, subject to an acceptable tax consequence on the conversion. 805332 has no other assets or operations and MPAC retains a minority interest in the Company. Upon conversion MPAC will own a 100% interest in 805332.

The ultimate beneficial ownership of the sulphur fungicide manufacturing plant has, with the exception of three days in 2000, during which the plant was not operating, remained with the MPAC shareholders. These consolidated financial statements have accordingly been prepared as though the operations of the Company, 805332 and Micron had been combined since their dates of incorporation.



Note 1	Summary of Significant Accounting Policies - (cont'd)

Operations and Basis of Consolidation - (cont'd)

The Company conducted its operations from the manufacturing facility located in leased premises in Crossfield, Alberta until the conclusion of the 2001 production season when it received orders to cease operations for environmental reasons (Note 13). The Company completed the remedial work required under the orders but the lifting of the orders was not done in time for the commencement of production in March 2002. The Company therefore contracted all of its production during 2002 to another manufacturer. The Company did not maintain its obligations under the lease throughout 2002 and the landlord therefore seized the Company's capital assets in November 2002. The Company offered not to contest the seizure of the assets in exchange for the termination of its obligations under the lease. The Company therefore during the year ended September 30, 2002 reduced the carrying value of the manufacturing facility and related assets (Note 3) to a nominal value and during the year ended September 30, 2003 wrote them off when it abandoned all claims to the assets. The Company does not intend to pursue future production of sulphur fungicide and is examining other business possibilities. Consequently, effective October 1, 2002, the Company became a development stage company.

Revenue Recognition

The Company's only product is a sulphur-based fungicide used in agriculture. Revenue from the sale of this product is recognized at invoiced amount when realizable and earned. Revenue is generally realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable and collectibility is reasonably assured. Sales discounts are netted against the related sales.

Cash Equivalents

Cash equivalents are defined as highly liquid securities with maturities of three months or less.

Inventory

Finished goods inventory is recorded at the lower of cost and net realizable value. Raw materials inventory is recorded at the lower of cost and replacement cost. Cost is determined using the average cost method.



Note 1	Summary of Significant Accounting Policies - (cont'd)

Capital Assets

Capital assets were recorded at cost. Depreciation is recorded at annual rates considered adequate to amortize the cost of the assets over their estimated useful lives as follows:

Automobile	30%

Equipment 	20%

Computer equipment	30%

Equipment under capital lease	Straight-line basis over lease term

Repairs and maintenance expenditures on capital assets are expensed when incurred unless they extend the productive life of the asset, in which case, they are capitalized and amortized over the estimated useful life of the asset in accordance with the methods and rates noted above.

The Company reports the impairment of long-lived assets and certain identifiable intangibles in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets". Certain long-lived assets and identifiable intangibles held by the Company are reviewed for impairment whenever assets or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Accordingly, an impairment loss is recognized in the period it is determined.

Management periodically reviews the recoverability of long-lived assets based upon anticipated future cash flows generated from such assets. The assets are subsequently adjusted to reflect a valuation of the lower of cost or the net recoverable amounts calculated on an undiscounted cash flow basis.

As explained above, the Company has reduced the carrying value of the capital assets by $162,517 at September 30, 2002, to a nominal amount, as the assets had been seized by the landlord. The capital assets were written-off during the year ended September 30, 2003 when the Company abandoned all claims to the assets.

Research and Development

Research and development costs are charged to expense as incurred.



Note 1	Summary of Significant Accounting Policies - (cont'd)

Government Assistance

Research and Development Grants

Government grants for research and development which are non-refundable are accounted for using the cost reduction method whereby, when the Company has reasonable assurance that the grants will be received, the grants are deducted from the related research and development expenditures. When the Company does not have reasonable assurance that the grants will be received, they are not recorded until they are actually received. They are deducted from the related expenditures when received, or, if they are received in a subsequent period when no such research and development expenditures have been incurred, they are recorded as other Income.

Government grants received before the related expenditures are incurred or which are repayable unless specific conditions are completed are deferred until the Company has fulfilled all of its obligations related to the work and reporting requirements of the grants.

Investment Tax Credits

Investment tax credits are available to the Company on defined expenditures related to the construction and operation of the plant. Investment tax credits are accounted for using the cost reduction method whereby, when the Company has reasonable assurance that the tax credits will be realized, the credits are deducted from the cost of the related assets or the related expenses.

Foreign Currency Translation

The Company translates its foreign currency financial statements (Canadian subsidiaries) from the functional currency, Canadian dollars, into the reporting currency, US dollars, using the current rate of exchange method pursuant to the Statement of Financial Accounting Standards No. 52 "Foreign Currency Translation".

Assets and liabilities denominated in foreign currencies are translated into U.S. dollars, at the rate of exchange prevailing at the balance sheet date. Revenue and expense items are translated at exchange rates prevailing at the time of the transaction. Translation adjustments resulting from this process, if any, are reported separately and are accumulated as other comprehensive income, a component of shareholders' equity.

Foreign currency transactions are transactions denominated in a currency other than the entities functional currency. Foreign currency transactions gains or losses are included in net loss for the year.



Note 1	Summary of Significant Accounting Policies - (cont'd)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on management's best knowledge of current events and actions the Company may undertake in the future, actual results may ultimately differ from the estimates. Management believes such estimates to be reasonable.

Basic and Diluted Loss Per Share

The Company reports basic loss per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share". Basic loss per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings per share includes the potentially dilutive effect of outstanding common stock options and warrants which are convertible to common shares. (Diluted loss per share has not been provided for 2003, 2002 and 2001 as it would be anti-dilutive).

Income Taxes

The Company follows Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes"("FAS 109") which requires the use of the asset and liability method of accounting of income taxes. Under the assets and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.

Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date.



Note 1	Summary of Significant Accounting Policies - (cont'd)

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of:

1. completion of a feasibility study; or

ii)	the Company's commitment to a plan of action based on the then known facts.

Financial Instruments

The carrying value of the Company's financial instruments, consisting of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments. Amounts outstanding under long-term debt agreements are considered to be carried on the financial statements at their estimated fair values because they accrue interest at rates which generally fluctuate with interest rate trends. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Note 2	Capital Assets



|                              | 2003 |              | 2002
|----------------------------- | ---- | ------------ | ----
|                              |      |              |     
|                              |      | Accumulated  |     
|                              | Cost | Amortization | Net 
|Automobile                    | $	-  | $	-          | $	- 
|Equipment                     | -    | -            | -   
|Computer equipment            | -    | -            | -   
|Equipment under capital
lease | -    | -            | -   
|                              |      |              |     
|                              | $	-  | $	-          | $	- 
|                              |      |              |     





Note 2	Capital Assets - (cont'd)

The Company had reduced the carrying value of the capital assets by $162,517 at September 30, 2002, to a nominal amount, as the assets were seized by the landlord (Note 1). During the year ended September 30, 2003, the Company abandoned all claims to the capital assets and wrote-off the remaining $4.

Note 3	Accounts Payable and Accrued Liabilities



|                          | 2003     | 2002    
|------------------------- | -------- | --------
|Trade accounts payable    | $112,758 | $95,399 
|Professional fees payable | 173,102  | 129,619 
|                          |          |         
|                          | $285,860 | $225,018
|                          |          |         

Note 4	Capital Lease Obligation

Future minimum lease payments under a capital lease obligation are



| |                                    | 2003 | 2002   
| | ---------------------------------- | ---- | -------
| | 2003                               | $	-  | $6,875 
| | 2004                               | -    | 2,292  
| |                                    | -    |        
| |                                    | -    | 9,167  
| | Less: amount representing interest | -    | (592)  
| |                                    | -    |        
| |                                    | -    | 8,575  
| | Less: current portion              | -    | (6,328)
| |                                    |      |        
| |                                    | $	-  | $	2,247
| |                                    |      |        

The capital lease obligation was for a forklift. The obligation was cancelled during the year ended September 30, 2003.



Note 5	Long-term Debt



|                                                                                                                                                                                                                                                                                                           | 2003      | 2002     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | ---------
|Bank loan payable with interest at 9.55% per annum, repayable in blended monthly payments of $275 per month, secured by an automobile                                                                                                                                                                      | $	898     | $	3,780  
|                                                                                                                                                                                                                                                                                                           |           |          
|Loans, payable to shareholders without interest and with no specific repayment terms. These loans represent cash advances used for the purpose of construction of the plant and for working capital. Loans in the amount of $185,941 are secured by a general security agreement over the assets of Micron | 387,320   | 418,882  
|                                                                                                                                                                                                                                                                                                           |           |          
|                                                                                                                                                                                                                                                                                                           | 388,218   | 422,662  
|Less: current portion                                                                                                                                                                                                                                                                                      | (388,218) | (	2,988) 
|                                                                                                                                                                                                                                                                                                           |           |          
|                                                                                                                                                                                                                                                                                                           | $	-       | $ 419,674
|                                                                                                                                                                                                                                                                                                           |           |          

Note 6	Demand Loans

The demand loans bear interest at 10% per annum, are unsecured and are payable on demand.

Note 7	Capital Stock

Commitments

On May 5, 2000 the Company allotted, as part of a series of transactions related to the acquisition of Micron (Note 1), 6,400,000 common shares to be issued on the conversion of 6,400,000 shares of 805332 into common shares of the Company. The common shares may be issued at the request of the owners of the 805332 shares or at the request of the Company and have not been issued to date due to possible Canadian tax consequences to the owners of 805332 shares. The allotment of these common shares has been recorded as a nominal value.

On May 5, 2000, the Company allotted 250,000 common shares to be issued as a finder's fee related to the acquisition of Micron (Note 1). These common shares will be issued when the 805332 shareholders exercise their conversion rights and have been valued on the same basis as the 805332 conversion right, at nominal value.



Note 7	Capital Stock - (cont'd)

Commitments - (cont'd)

On October 4, 2000, 70,000 common shares were allotted for the future issue to a financing consultant in conjunction with services rendered. These common shares are valued on the basis of the fair value of the consulting work and cash consideration received by the Company for common shares at the time agreement for the services was reached and were issued when the services were completed.

During the year ended September 30, 2002, the debt amounting to $58,743, which was payable to a company owned by a shareholder, was repaid by the issuance of 114,851 common shares. The valuation was based on the accrued principal and interest owing and the cash consideration received by the Company for common shares at the time agreement for the share repayment was reached.

Note 8	Research and Development Costs

The Company's research and development costs are primarily composed of external engineering consulting fees and are classified as consulting fees in these financial statements during the years ended September 30, 2002 and 2001. There were no research and development costs during the year ended September 30, 2003. The amount of research and development consulting fees incurred were $Nil and $53,325 for the years ended September 30, 2002 and 2001 respectively. During the year ended September 30, 2002 the Company received government grants of $Nil (2001:  $25,259) relating to these expenditures, which were recorded as a reduction of consulting fees.

During the year ended September 30, 2002 the Company recorded investment tax credits receivable from the Government of Canada amounting to $86,920 (2001:  $85,410). $Nil (2001:  $13,841) was deducted from the cost of the related capital asset purchases and $44,428 (2001:  $71,569) was deducted from the cost of the related expenses.

Note 9	Deferred Tax Assets

The following table summarizes the significant components of the Company's deferred tax assets:



|                                           | 2003      | 2002     
|------------------------------------------ | --------- | ---------
|Deferred Tax Assets                        |           |          
|Net operating loss carryforward            | $789,000  | $652,000 
|                                           |           |          
|Gross deferred tax assets                  | $226,480  | $187,480 
|Valuation allowance for deferred tax asset | (226,480) | (187,480)
|                                           |           |          
|                                           | $	-       | $	-      
|                                           |           |          



Note 9	Deferred Tax Assets - (cont'd)

The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards which is likely to be realized from future operations. Management of the Company has chosen to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.

Note 10	Income Taxes

The Company has incurred losses for Canadian income tax purposes of approximately $410,000 which can be carried forward to reduce taxable income in future years to 2008. The Company has incurred losses for US income tax purposes of approximately $379,000 which can be carried forward to reduce taxable income in future years to 2024. The potential income tax benefits of these losses, if any, have not been recognized in these consolidated financial statements.

The Company also has available unclaimed investment tax credits of approximately $3,539 which have a three year carry-back and a ten year carry-forward from the year that they were incurred, to reduce income taxes in Canada and unclaimed research and development expenses of approximately $373,346 which may be carried forward indefinitely and used to reduce future income taxes in Canada.

Investment tax credits that the Company is eligible to receive in any year are recorded for tax and accounting purposes when receipt is more certain than not, either as a reduction of capital assets additions or of expenses.

Note 11	Related Party Transactions - Note 6

During the years ended September 30, 2003, 2002 and 2001, the Company incurred the following expenses charged by companies with common directors and with directors of the Company:



|                                                                  | 2003    | 2002    | 2001   
|----------------------------------------------------------------- | ------- | ------- | -------
|Consulting fees paid to a director                                | $	-     | $1,540  | $17,500
|                                                                  |         |         |        
|Interest on long-term debt related to
principal shareholder loans | -       | -       | 4,718  
|                                                                  |         |         |        
|Management fees paid to a company
with a common director          | 44,923  | 14,705  | 18,079 
|                                                                  |         |         |        
|                                                                  | $44,923 | $16,245 | $40,296
|                                                                  |         |         |        

These charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties.

Note 11	Related Party Transactions - Note 6 - (cont'd)

Included in long-term debt at September 30, 2003, are $202,277 (2002:  $223,383) of loans payable to a significant shareholder and director, without interest, ($185,941 is secured by a general security agreement over the assets of Micron) unsecured with no specific terms for repayment. Included in accounts payable is $16,050 (2002: $Nil) owing to a company controlled by a director.

Note 12	Segmented Information

The Company produced sulphur-based fungicide at plants located in Canada and the United States of America and the sales of this product were primarily in the United States of America. The Company had one dominant customer, who contributed more than 10% of the consolidated sales in 2003, 2002 and 2001 (2003:  $Nil; 2002:  $397,864; 2001:  $176,789). The accounting policies of the operating segment are the same as those described in Note 1. The Company evaluates the performance of its operating segments based primarily on operating profit.

Note 13	Contingencies and Commitments

The Company entered into a premises lease agreement with Finnie Holdings Ltd. ("Finnie") on March 1, 2000, pursuant to which the Company will be required to pay $31,676 to Finnie if it does not comply with all the covenants, conditions and obligations of the lease. Finnie will waive payment of the $31,676 at the end of the lease if the Company complies with all the covenants, conditions and obligations of the lease. The initial lease term was for one year and the lease is renewable on a year-to-year basis until February 28, 2010. The Company did not maintain all its obligations under the lease throughout 2002 and Finnie seized the Company's capital assets in November 2002.

The Company has offered not to contest the seizure of the assets in exchange for the termination of its obligations under the lease. Orders to cease operations for environmental contamination were issued in 2001 for the premises the Company operates from by Alberta Environment and the Town of Crossfield. The Alberta Environment order related to the operations of a previous tenant and it was expected that all costs relating to remedial work will be borne by Finnie. The order from the Town of Crossfield related to the Company's operations. The remedial work was completed prior to the year-ended September 30, 2002, but the required documentation and inspections have not been completed.



Note 14	Restatement of Cash Flows

The Statements of cash flows have been restated in accordance with Statement of Financial Accounting Standard No. 95 "Statement of Cash Flows" ("FAS 95"), for the years ended September 30, 2002 and 2001 as follows:



|                                                                 |  | 2002      | 2001      
|---------------------------------------------------------------- |  | --------- | ----------
|Net cash used in Operating Activities                            |  |           |           
|As previously stated                                             |  | $(63,035) | $(314,949)
|Reallocation of increase in demand loans
to financing activities |  | (34,869)  | (7,882)   
|                                                                 |  |           |           
|As restated                                                      |  | $(97,904) | $(322,831)
|                                                                 |  |           |           
|Net cash used in Investing Activity                              |  |           |           
|As previously stated                                             |  | $	-       | $(48,427) 
|Purchase equipment                                               |  | (25,130)  | -         
|                                                                 |  |           |           
|As restated                                                      |  | $(25,130) | $(48,427) 
|                                                                 |  |           |           
|Net cash provided by Financing Activities                        |  |           |           
|As previously stated                                             |  | $58,833   | $(48,427) 
|Reallocation of increase in demand loans                         |  | 34,869    | 7,882     
|Repayment of long-term debt                                      |  | 25,130    | -         
|                                                                 |  |           |           
|As restated                                                      |  | $118,832  | $375,381  
|                                                                 |  |           |