U.S. Securities and Exchange Commission 
  Washington, D.C. 20549

Form 10-KSB

[X] Annual report pursuant to section 13 or 15(d) of the Securities
  Exchange Act of 1934 
  for the fiscal year ended December 31, 1999

[ ] Transition report pursuant to section 13 or 15(d)
  of the Securities Exchange Act of 1934 [No fee required] 
  for the transition period from ______ to ______

Commission File No. 000-49951

MPAC CORPORATION
  (Exact name of registrant as specified in charter)

NEVADA
  (State or other jurisdiction of incorporation or organization)

2870
  (Primary Standard Industrial Classification Code Number)

91 -2084507
  (I.R.S. Employer I.D. No.)

1302 Arbutus Street, Vancouver, British Columbia, V6J 3W8,
  telephone (604)-736-7481
  (Address, including zip code, and telephone number of registrants principal
  executive offices)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the 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 registrants 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. No [  ]

The registrants consolidated revenues for its most recent
  fiscal year were $405,891.

Based on the closing sales price of the Common Stock on March
  1, 2002, the aggregate market value of the voting stock of registrant held by
  non-affiliates was $310,750. 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 December 31, 2002, the registrants outstanding common stock consisted of 8,291,518 shares.

DOCUMENTS INCORPORATED BY REFERENCE: None

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Form 10-KSB

Table of Contents

|Part | Item No. |                                                                      
|---- | -------- | ---------------------------------------------------------------------
|     |          |                                                                      
|     |          |                                                                      
|I    | 1        | Description of Business                                              
|     |          |                                                                      
|     | 2        | Description of Property                                              
|     |          |                                                                      
|     | 3        | Legal Proceedings                                                    
|     |          |                                                                      
|     | 4        | Submission of Matters to a Vote of Security Holders                  
|     |          |                                                                      
|II   | 5        | Market for Common Equity and Related Stockholder Matters             
|     |          |                                                                      
|     | 6        | Managements Discussion and Analysis                                 
|     |          |                                                                      
|     | 7        | Financial Statements                                                 
|     |          |                                                                      
|     | 8        | Changes in and Disagreements with Accountants on Accounting
      and
|     |          |                                                                      
|     |          | Financial Disclosure                                                 
|     |          |                                                                      
|III  | 9        | Directors and Officers of the Registrant                             
|     |          |                                                                      
|     | 10       | Executive Compensation                                               
|     |          |                                                                      
|     | 11       | Security Ownership of Certain Beneficial Owners                      
|     |          |                                                                      
|     | 12       | Certain Relationships and Related Transactions                       
|     |          |                                                                      
|IV   | 13       | Exhibits, Financial Statement Schedules and Reports on Form
      8-K
|     |          |                                                                      
|     |          | Signatures                                                           
|     |          |                                                                      
|     |          | Financial Statements                                                 
|     |          |                                                                      
|     |          | Exhibits                                                             

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FORM 10-KSB

MPAC CORPORATION

PART I.

ITEM 1.     DESCRIPTION OF BUSINESS

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, B.C.

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. We anticipate that we will continue
  to outsource our milling production for the 2003 fiscal year. Accordingly, in
  2002 our business was the marketing and selling of our sulfur products, and
  we did not engage in 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. 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 and purchase orders for our current
  sulfur products, along with our proprietary research on new agricultural use
  sulfur products, will provide value to a potential merger candidate. Since November
  of 2002, we have been in merger negotiations with a sulfur milling operation
  located in Alberta, Canada, however as at the date of this registration statement
  no agreement has been reached.

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.

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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. Microns
  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
  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 later in 1999. We subsequently negotiated
  with the creditors and the shareholders of Micron whereby it was agreed the
  assets of 805332 would be bought from the receiver by Micron and concurrently
  we would acquire Micron.

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
  receivers 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 Uppals,
  convertible into 6,400,000 shares of MPAC at the option of the Uppals.
  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 Uppals convert their shares
  of 805332 into shares of MPAC, a Nevada corporation. Pending conversion, the
  Uppals have agreed that voting control of 805332 would remain with MPAC.
  In connection with the transaction the Uppals 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

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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 Uppals 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. We expect to meet 2003 purchase
  order requirements by outsourcing production to one or more third parties.

We are also currently seeking to merge with an operating sulfur
  mill in order to expand our business. Any merger would likely be by way of a
  share exchange rather than a cash purchase. Currently we are in early negotiations
  with a sulfur milling operation in Alberta that has excess capacity in its milling
  plant. We believe production of our current sulfur products and future products
  that we are developing, together with our purchase orders for 2003 and existing
  sales channels, would be beneficial to a sulfur milling operation with excess
  capacity in its production facilities.

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, which is expected to continue for
  2003, subject to completion of any possible mergers or acquisitions that we
  are currently exploring.

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 $27 per ton. Increase in distance to
  sources

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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 produce 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 colour with a slight sulfur odour. 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 1990s other
  fungicides experienced the development of similar mildew resistance which led
  to further increases in sulfur usage as a

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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 world-wide
  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

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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 world-wide 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 which 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 world-wide
  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 projected to reach
  7.5 million tons annually by 2000 and increase to 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.

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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 on thousand tons. Sales for
  the year ending September 30, 2002 sales were approximately 2,100 tons. Orders
  as of January 10, 2002 for fungicide to be delivered during the upcoming year
  are in excess of 4,000 tons.

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. 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 kept the purchase
  price of sulfur low, and is expected to continue to keep downward pressure on
  the cost of sulfur available locally.

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.

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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 two 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.

10

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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

11

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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,
  B.C. have been provided by 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.

Item 4.     SUBMISSION OF MATTERS TO VOTE OF SECURITY
  HOLDERS

None.

PART II.

Item 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
  MATTER

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The Company's Common Stock is traded in the over-the-counter
  market in the Pink Sheets under the Symbol MPCC. The over-the-counter
  market in the Pink Sheets has a limited and sporadic trading market and does
  not constitute an established trading market. There has been a single trade
  in the stock on October 10, 2002 at the price of $0.05. Quotation of bid, ask
  and trade prices on the 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 2002.

|2002 Calendar Year | High Bid | Low Bid
|------------------ | -------- | -------
|Second quarter     | $0.05    | $0.05  
|Third quarter      | $0.05    | $0.05  
|Fourth quarter     | $0.05    | $0.05  

As at December 31, 2002, there were 8,291,518 shares of our
  common stock issued and outstanding and approximately 76 stockholders of record.

As at December 31, 2002, there were 6,400,000 shares of our
  common stock reserved for issuance pursuant to the right to convert shares of
  805332 B.C. 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 finders 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, 2002, 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  |  | Description                                                                                  
|---------- |  | ---------------------------------------------------------------------------------------------
|Restricted |  |                                                                                              
|Shares     |  |                                                                                              
|           |  |                                                                                              
|200,000    |  | Shares that may be sold beginning on May 23, 2003 in accordance
      with Rule 144.         
|70,000     |  | Shares that may be sold beginning May 7, 2002 in accordance
      with Rule 144.             
|530,000    |  | Shares that may currently be sold in accordance with Rule
      144, and that may be sold in 
|           |  | accordance with Rule 144(k) on or after January 16, 2003.                                    
|70,000     |  | Shares that may currently be sold in accordance with Rule
      144, and that may be sold in 
|           |  | accordance with Rule 144(k) on or after October 1, 2003.                                     
|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): 9,711,369 shares

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

Total restricted held by non-Affiliates (issued and reserved): 1,120,000 shares

Total non-restricted: 5,230,149

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.     MANAGEMENTS 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 December 31, 2001.

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.

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Results of operations for the twelve months ended September
  30, 2002 (2002) compared to the twelve months ended September 30,
  2001 (2001) .

Sales revenues for the twelve months ended September 30, 2002
  were $405,891 compared to sales of $194,427 for the twelve months ended September
  30, 2001, an increase of 108%. This increase reflects the increased recognition
  of our product, agricultural dusting sulfur, a natural fungicide preferred by
  both traditional and organic farmers, in the marketplace following our first
  year of sales in 2001. The year ended September 2002 was the second year of
  marketing of fungicidal sulfur dusting powder. Purchase orders received for
  product delivery for the ensuing fiscal year ending September 2003 indicate
  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.

Cost of goods sold was $415,882 the twelve months ended September
  30, 2002 versus $139,220 for the twelve months ended September 30, 2001. The
  increase reflects the outsourcing of production during 2002. It is anticipated
  that the reduction of fixed costs that this outsourcing will allow will offset
  the higher costs in the future. The Company is negotiating production outsourcing
  costs for its product for the upcoming production year.

A loss of $9,991 was incurred for the twelve months ended
  June 30, 2002 $ as compared to a gross profit of $55,207 for the twelve months
  ended September 30, 2002. The change reflects the increased cost of sales incurred
  through outsourcing.

Selling, general and administrative expenses decreased to
  $288,945 during the twelve months ended September 30, 2002 from $336,974 for
  the twelve months ended September 30, 2001. Professional fees of $57,894 for
  the twelve months ended September 30, 2002 were incurred in the process of applying
  for an investment tax credit.

A reduction in the carrying value of capital assets of $162,517
  was recorded for the twelve months ended September 30, 2002 as a result of a
  consent order entered into with the companys former landlord following
  his uncontested seizure of our equipment.

Liquidity and Capital Resources

Cash and cash equivalents at September 30, 2002 totaled $43,769
  as compared with the cash and cash equivalents of $47,971 at September 30, 2001.Accounts
  receivable at September 30, 2002 was $6,676 and an investment tax credit of
  $86,920 was receivable at that time as well.

The company raised US $100,000 in additional equity financing
  during the year ending September 30, 2002 and during the first quarter of 2002
  and we received an investment tax credit of $22,984. 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 third quarter of 2002 as well as from funds received from the sale of dusting
  sulfur. For the twelve months ended June 30, 2002, 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

15

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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, 2002. For the twelve months ended September 30, 2002, 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.

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

Not applicable.

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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, 2003 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      | 39  | Director, President, and CEO
|Paul Uppal           | 50  | Director and Treasurer      
|David R. Uppal       | 40  | 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 14 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

17

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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 Neighbourhood 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

The directors and officers of the Company have not filed their
  initial insider reports on Form 3 as at the date of this report. MPAC has been
  informed that the forms will be filed shortly.

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Information as to holdings of the directors and officers of
  the Company are available in this report and in the Form 10-SB filed with the
  SEC in July of 2002 as amended.

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, 2000,
  September 30, 2001, and September 30, 2002. 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 2002 fiscal year
  has been excluded by reason of his or her termination of employment or change
  in executive status during the fiscal year.



* 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, 2002 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.

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|Name and Address of Beneficial Owner                                                                                | Amount and nature of
      beneficial 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)           

(1) 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, 2002 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

20

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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.     CERTAIN RELATIONSHIPS AND RELATED
  TRANSACTIONS

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 Uppals 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

No reports on Form 8-K were filed during the last quarter of the period covered by this report.

Exhibits

99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

21

---

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 January 10, 2003.

| | MPAC Corporation
| | ----------------
| |                 
| | By:             
| |                 

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 January 10, 2003.

| | By: | /s/ Adam Smith                    
| | --- | ----------------------------------
| |     | Adam Smith, President and Director
| |     | (Principal Executive Officer)     
| |     |                                   
| | By: | /s/ Michael Laidlaw               
| |     | Michael Laidlaw, Director         
| |     | (Principal Accounting Officer)    
| |     |                                   
| | By: | /s/ Paul Uppal                    
| |     | Paul Uppal, Director              

22

---

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 registrants 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 registrant's 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 registrants other
  certifying officers and I have disclosed, based on our most recent evaluation,
  to the registrant's auditors and the audit committee of registrant's 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 registrant's ability to record, process, summarize and report financial
  data and have identified for the registrant's 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 registrant's internal controls; and

6.     The registrants 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: January 10, 2003

/s/ Adam Smith 
  Adam Smith 
  Chief Executive Officer

23

---

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 registrants 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 registrant's 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 registrants other
  certifying officers and I have disclosed, based on our most recent evaluation,
  to the registrant's auditors and the audit committee of registrant's 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 registrant's ability to record, process, summarize and report financial
  data and have identified for the registrant's 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 registrant's internal controls; and

6.     The registrants 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: January 10, 2003

/s/ Michael Laidlaw 
  Michael Laidlaw 
  Principal Accounting Office

24

---



MPAC CORPORATION

Consolidated Financial Statements 
  Year Ended September 30, 2002 
  and Auditors Report





---

Hay&
  WatsonCHARTERED
  ACCOUNTANTS

AUDITORS' REPORT

To the Directors of 
  MPAC Corporation

We have audited the accompanying consolidated balance sheets
  of MPAC Corporation as at September 30, 2002 and September 30, 2001 and the
  related consolidated statements of loss and deficit, of capital deficiency and
  of cash flows for the years then ended. 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 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 positions of
  MPAC Corporation as at September 30, 2002 and September 30, 2001 and the results
  of its operations and of its cash flows for the years then ended 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 net 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.



Chartered Accountants

Vancouver, B.C., Canada 
  January 9, 2003

1822 West 2ndAvenue, Vancouver, B.C. V6J 1H9-Tel:
  (604) 732-1466 Fax: (604) 732-3133

---

MPAC CORPORATION

Consolidated Balance Sheets 
  September 30 
  (Expressed in U.S. Dollars)

|
|

|                                                           | 2002       |          | 2001 |         
|---------------------------------------------------------- | ---------- | -------- | ---- | --------
|                                                           |            |          |      |         
|ASSETS                                                     |            |          |      |         
|Current                                                    |            |          |      |         
|Cash and cash equivalents                                  | $          | 43,769   |      | $       
|Accounts receivable                                        |            | 6,676    |      |         
|Investment tax credits receivable                          |            | 86,920   |      |         
|Inventory                                                  |            | -        |      |         
|Prepaid expenses and deposits (Note 2)                     |            | 565      |      |         
|                                                           |            |          |      |         
|                                                           |            |          |      |         
|                                                           |            | 137,930  |      |         
|Capital Assets(Note 3)                                     |            | 4        |      |         
|                                                           |            |          |      |         
|                                                           |            |          |      |         
|                                                           | $          | 137,934  |      | $       
|                                                           |            |          |      |         
|                                                           |            |          |      |         
|LIABILITIES                                                |            |          |      |         
|Current                                                    |            |          |      |         
|Accounts payable and accrued liabilities
      (Note 4)    | $          | 225,018  |      | $       
|Deferred government grant                                  |            | -        |      |         
|Current portion of capital lease obligation
      (Note 5) |            | 6,328    |      |         
|Current portion of long-term debt (Note
      6)           |            | 2,988    |      |         
|Demand loans (Note 7)                                      |            | 125,099  |      |         
|                                                           |            |          |      |         
|                                                           |            |          |      |         
|                                                           |            | 359,433  |      |         
|Capital Lease Obligation(Note 5)                           |            | 2,247    |      |         
|Long-Term Debt(Note 6)                                     |            | 419,674  |      |         
|                                                           |            |          |      |         
|                                                           |            |          |      |         
|                                                           |            | 781,354  |      |         
|                                                           |            |          |      |         
|                                                           |            |          |      |         
|CAPITAL DEFICIENCY                                         |            |          |      |         
|Share Capital(Note 8)                                      |            | 618,515  |      |         
|Deficit                                                    | (1,261,935 | )        |      | (825,387
|                                                           |            |          |      |         
|                                                           |            |          |      |         
|                                                           |            | (643,420 | )    |         
|                                                           |            |          |      |         
|                                                           |            |          |      |         
|                                                           | $          | 137,934  |      | $       
|                                                           |            |          |      |         

APPROVED BY THE BOARD

__________/s/Adam Smith________________Director

__________/s/Michael Laidlaw____________Director

---

MPAC CORPORATION Consolidated Statements of Loss and Deficit 
  Years Ended September 30 
  (Expressed in U.S. Dollars)

|
|

|                                  |   | 2002       |   |   | 2001      |   |   | 2000      |  
|--------------------------------- | - | ---------- | - | - | --------- | - | - | --------- | -
|                                  |   |            |   |   |           |   |   |           |  
|SALES OF PRODUCT                  | $ | 405,891    |   | $ | 194,427   |   | $ | -         |  
|COST OF GOODS SOLD                |   | 415,882    |   |   | 139,220   |   |   | -         |  
|                                  |   |            |   |   |           |   |   |           |  
|GROSS PROFIT                      |   | (9,991     | ) |   | 55,207    |   |   | -         |  
|                                  |   |            |   |   |           |   |   |           |  
|OTHER INCOME                      |   |            |   |   |           |   |   |           |  
|Interest income                   |   | 1,921      |   |   | 661       |   |   | 441       |  
|Other income                      |   | 22,984     |   |   | -         |   |   | 27,557    |  
|                                  |   |            |   |   |           |   |   |           |  
|                                  |   | 24,905     |   |   | 661       |   |   | 27,998    |  
|                                  |   |            |   |   |           |   |   |           |  
|EXPENSES                          |   |            |   |   |           |   |   |           |  
|Accounting                        |   | 21,812     |   |   | 21,620    |   |   | 4,926     |  
|Amortization                      |   | 22,961     |   |   | 34,938    |   |   | 12,583    |  
|Automobile                        |   | 805        |   |   | 2,474     |   |   | 3,861     |  
|Consulting fees                   |   | 1,540      |   |   | 95,587    |   |   | 124,947   |  
|Courier                           |   | 357        |   |   | 726       |   |   | 2,258     |  
|Equipment rental                  |   | (6,172     | ) |   | 1,648     |   |   | 8,038     |  
|Foreign exchange                  |   | (393       | ) |   | 557       |   |   | (4,437    | )
|General and administrative        |   | 2,010      |   |   | 5,212     |   |   | 4,600     |  
|Insurance                         |   | 2,128      |   |   | 5,726     |   |   | 5,026     |  
|Interest and bank charges         |   | 2,182      |   |   | 2,049     |   |   | 2,144     |  
|Interest on long-term
      debt  |   | 31,706     |   |   | 12,610    |   |   | 11,751    |  
|Legal                             |   | 56,011     |   |   | 45,825    |   |   | 48,788    |  
|Management fee                    |   | 14,705     |   |   | 18,079    |   |   | 6,736     |  
|Meals and entertainment           |   | 163        |   |   | 1,302     |   |   | -         |  
|Professional fees                 |   | 57,894     |   |   | 1,795     |   |   | 4,623     |  
|Rent and property taxes           |   | 54,804     |   |   | 21,375    |   |   | 51,728    |  
|Repairs and maintenance           |   | -          |   |   | 5,446     |   |   | 256       |  
|Supplies and tools                |   | 12,216     |   |   | 3,544     |   |   | 3,378     |  
|Telephone and utilities           |   | 7,204      |   |   | 14,656    |   |   | 7,868     |  
|Transfer agent                    |   | 967        |   |   | 2,590     |   |   | -         |  
|Travel                            |   | 2,554      |   |   | 19,257    |   |   | 1,291     |  
|Wages                             |   | 3,491      |   |   | 19,958    |   |   | -         |  
|                                  |   |            |   |   |           |   |   |           |  
|                                  |   | 288,945    |   |   | 336,974   |   |   | 300,365   |  
|                                  |   |            |   |   |           |   |   |           |  
|OPERATING LOSS                    |   | (274,031   | ) |   | (281,106  | ) |   | (272,367  | )
|REDUCTION IN CARRYING VALUE OF    |   |            |   |   |           |   |   |           |  
|CAPITAL ASSETS (Note 3)           |   | (162,517   | ) |   | -         |   |   | -         |  
|                                  |   |            |   |   |           |   |   |           |  
|NET LOSS                          |   | (436,548   | ) |   | (281,106  | ) |   | (272,367  | )
|DEFICIT, Beginning of Year        |   | (825,387   | ) |   | (544,281  | ) |   | (271,914  | )
|                                  |   |            |   |   |           |   |   |           |  
|DEFICIT, End of Year              | $ | (1,261,935 | ) | $ | (825,387  | ) | $ | (544,281  | )
|                                  |   |            |   |   |           |   |   |           |  
|Weighted Average Number of Shares |   | 8,099,092  |   |   | 7,729,188 |   |   | 7,351,667 |  
|Loss Per Share                    |   | $(0.05     | ) | $ | (0.04     | ) |   | $(0.04    | )

---

MPAC CORPORATION

Consolidated Statements of Shareholders Equity (Capital Deficiency) 
  Years Ended September 30 
  (Expressed in U.S. Dollars)

|
|

|                                                                    | 2002       |          | 2001     |          | 2000     |         
|------------------------------------------------------------------- | ---------- | -------- | -------- | -------- | -------- | --------
|                                                                    |            |          |          |          |          |         
|SHARE CAPITAL(Note 8)                                               |            |          |          |          |          |         
|Common shares                                                       |            |          |          |          |          |         
|Issued and fully paid                                               |            |          |          |          |          |         
|Balance, beginning
      of year                                    | $          | 421,014  |          | $        | 231,014  |         
|Issued for cash                                                     |            | 100,000  |          |          | 190,000  |         
|Issued for consulting
      services, at the completion of services |            | 34,388   |          |          | -        |         
|Issued for the payment
      of debt to a company owned by a        |            |          |          |          |          |         
|director                                                            |            | 58,743   |          |          | -        |         
|                                                                    |            |          |          |          |          |         
|                                                                    |            |          |          |          |          |         
|Balance, end of year                                                |            | 614,145  |          |          | 421,014  |         
|                                                                    |            |          |          |          |          |         
|                                                                    |            |          |          |          |          |         
|Allotted for future issues                                          |            |          |          |          |          |         
|Issuable on exercise of share conversion
      rights               |            |          |          |          |          |         
|Balance, beginning
      of year                                    |            | 38,758   |          |          | -        |         
|To be issued on conversion
      of 6,400,000 shares of 805332      |            |          |          |          |          |         
|as
      consideration for the acquisition of Micron (Note 1)       |            | -        |          |          | 4,205    |         
|To be issued as a finders
      fee for the acquisition of Micron  |            | -        |          |          | 165      |         
|Issued for consulting
      services, at the completion of services |            | (34,388  | )        |          | 34,388   |         
|                                                                    |            |          |          |          |          |         
|                                                                    |            |          |          |          |          |         
|Balance,
      end of year                                          |            | 4,370    |          |          | 38,758   |         
|                                                                    |            |          |          |          |          |         
|                                                                    |            |          |          |          |          |         
|Issued subsequently                                                 |            |          |          |          |          |         
|Balance, beginning
      of year                                    |            | 58,743   |          |          | -        |         
|Issued for the payment
      of debt to a company owned by a        |            |          |          |          |          |         
|director                                                            |            | (58,743  | )        |          | 58,743   |         
|                                                                    |            |          |          |          |          |         
|                                                                    |            |          |          |          |          |         
|Balance, end of year                                                |            | -        |          |          | 58,743   |         
|                                                                    |            |          |          |          |          |         
|                                                                    |            |          |          |          |          |         
|                                                                    |            | 618,515  |          |          | 518,515  |         
|                                                                    |            |          |          |          |          |         
|                                                                    |            |          |          |          |          |         
|DEFICIT                                                             |            |          |          |          |          |         
|Balance, beginning of year                                          |            | (825,387 | )        | (544,281 | )        |         
|Net loss                                                            |            | (436,548 | )        | (281,106 | )        |         
|                                                                    |            |          |          |          |          |         
|                                                                    |            |          |          |          |          |         
|Balance, end of year                                                | (1,261,935 | )        | (825,387 | )        |          | (544,281
|                                                                    |            |          |          |          |          |         
|                                                                    |            |          |          |          |          |         
|CAPITAL DEFICIENCY, End of Year                                     | $          | (643,420 | )        | $        | (306,872 | )       
|                                                                    |            |          |          |          |          |         

---

MPAC CORPORATION

Consolidated Statements of Cash Flows 
  Years Ended September 30 
  (Expressed in U.S. Dollars)

|
|

|                                                    |   | 2002     |   |   | 2001     |   |   | 2000     |  
|--------------------------------------------------- | - | -------- | - | - | -------- | - | - | -------- | -
|                                                    |   |          |   |   |          |   |   |          |  
|Cash Flows Used For Operating Activities            |   |          |   |   |          |   |   |          |  
|Cash received from customers                        | $ | 445,635  |   | $ | 194,427  |   | $ | -        |  
|Cash paid to suppliers and employees                |   | (508,978 | ) |   | (534,522 | ) |   | (175,995 | )
|Government grant received                           |   | -        |   |   | 25,949   |   |   | -        |  
|Interest received                                   |   | 1,921    |   |   | 661      |   |   | 441      |  
|Interest paid on capital lease obligation           |   | (1,113   | ) |   | (914     | ) |   | -        |  
|Interest paid on long-term debt                     |   | (500     | ) |   | (550     | ) |   | -        |  
|                                                    |   |          |   |   |          |   |   |          |  
|                                                    |   |          |   |   |          |   |   |          |  
|Net cash used in operating activities               |   | (63,035  | ) |   | (314,949 | ) |   | (175,554 | )
|                                                    |   |          |   |   |          |   |   |          |  
|                                                    |   |          |   |   |          |   |   |          |  
|Cash Flows Used For Investing Activities            |   |          |   |   |          |   |   |          |  
|Purchase of equipment                               |   | -        |   |   | (48,427  | ) |   | (78,053  | )
|                                                    |   |          |   |   |          |   |   |          |  
|                                                    |   |          |   |   |          |   |   |          |  
|Cash Flows From Financing Activities                |   |          |   |   |          |   |   |          |  
|Long-term debt (repayment)                          |   | (41,167  | ) |   | 177,499  |   |   | 122,790  |  
|Issue of common shares for cash                     |   | 100,000  |   |   | 190,000  |   |   | 175,000  |  
|Decrease in cash overdraft                          |   | -        |   |   | -        |   |   | (335     | )
|                                                    |   |          |   |   |          |   |   |          |  
|                                                    |   |          |   |   |          |   |   |          |  
|                                                    |   | 58,833   |   |   | 367,499  |   |   | 297,455  |  
|                                                    |   |          |   |   |          |   |   |          |  
|                                                    |   |          |   |   |          |   |   |          |  
|(DECREASE) INCREASE IN CASH AND                     |   |          |   |   |          |   |   |          |  
|CASH EQUIVALENTS                                    |   | (4,202   | ) |   | 4,123    |   |   | 43,848   |  
|                                                    |   |          |   |   |          |   |   |          |  
|CASH AND CASH EQUIVALENTS, Beginning of Year        |   | 47,971   |   |   | 43,848   |   |   | -        |  
|                                                    |   |          |   |   |          |   |   |          |  
|                                                    |   |          |   |   |          |   |   |          |  
|CASH AND CASH EQUIVALENTS, End of Year              | $ | 43,769   |   | $ | 47,971   |   | $ | 43,848   |  
|                                                    |   |          |   |   |          |   |   |          |  
|                                                    |   |          |   |   |          |   |   |          |  
|Supplemental Information on Non-Cash Transactions   |   |          |   |   |          |   |   |          |  
|Shares allotted for interest payment                |   | -        |   |   | (9,008   | ) |   | (11,751  | )
|Shares allotted for long-term debt payment          |   | -        |   |   | (49,735  | ) |   | 11,751   |  
|Shares allotted for payment of consulting
      fee |   | -        |   |   | (34,388  | ) |   | -        |  
|Capital assets                                      |   | -        |   |   | (4,370   | ) |   | -        |  
|Share allotted for future issues (Note
      8)     |   | -        |   |   | 97,501   |   |   | -        |  

---

Page 2

MPAC CORPORATION

Consolidated Statements of Cash Flows 
  Years Ended September 30 
  (Expressed in U.S. Dollars)

|
|

|                                                            |   | 2002     |   |   | 2001     |   |   | 2000     |  
|----------------------------------------------------------- | - | -------- | - | - | -------- | - | - | -------- | -
|                                                            |   |          |   |   |          |   |   |          |  
|Cash Flows Used For Operating Activities                    |   |          |   |   |          |   |   |          |  
|Net loss                                                    | $ | (436,548 | ) | $ | (281,106 | ) | $ | (272,367 | )
|Adjustments to reconcile net loss to
      net cash used in |   |          |   |   |          |   |   |          |  
|operating activities                                        |   |          |   |   |          |   |   |          |  
|Amortization                                                |   | 22,961   |   |   | 34,938   |   |   | 12,583   |  
|Reduction
      in carrying value of capital assets         |   | 162,517  |   |   | -        |   |   | -        |  
|Investment
      in tax credits                             |   | (1,510   | ) |   | (71,569  | ) |   | -        |  
|Consulting,
      interest and other non-cash items         |   | 6,577    |   |   | 40,024   |   |   | 11,751   |  
|                                                            |   |          |   |   |          |   |   |          |  
|                                                            |   |          |   |   |          |   |   |          |  
|                                                            |   | (246,003 | ) |   | (277,713 | ) |   | (248,033 | )
|                                                            |   |          |   |   |          |   |   |          |  
|Change in operating assets and liabilities                  |   |          |   |   |          |   |   |          |  
|Decrease (increase)
      in accounts receivable            |   | 23,095   |   |   | (508     | ) |   | (7,902   | )
|Decrease (increase)
      in inventory                      |   | 15,071   |   |   | 4,617    |   |   | (19,688  | )
|Decrease (increase)
      in prepaid expenses and deposits  |   | 52,264   |   |   | (43,241  | ) |   | (9,588   | )
|Increase (decrease)
      in accounts payable and accrued   |   |          |   |   |          |   |   |          |  
|Liabilities                                                 |   | 57,669   |   |   | (5,986   | ) |   | 109,657  |  
|Increase in demand
      loans                              |   | 34,869   |   |   | 7,882    |   |   | -        |  
|                                                            |   |          |   |   |          |   |   |          |  
|                                                            |   |          |   |   |          |   |   |          |  
|                                                            | $ | (63,035  | ) | $ | (314,949 | ) | $ | (175,554 | )
|                                                            |   |          |   |   |          |   |   |          |  

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Expressed in U.S. Dollars)

|
|

|**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 $221,503 and a capital deficiency
        of $643,420 at September 30, 2002 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 intends to obtain additional
        capital primarily through the issue of shares and debt.
      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 investment operations in October 1998. The companys
        wholly-owned subsidiary company, 805332 Alberta Ltd. (805332),
        was incorporated on October 29, 1998 and its 99.99% owned subsidiary company,
        Micron Milling & Packaging Company Ltd. (Micron), was
        incorporated on August 20, 1998. 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 byproduct 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. 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. The Receiver was Smith Cageorge Bailey
        Inc. of Calgary, Alberta. 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.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Expressed in U.S. Dollars)

|
|

|**1.** | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
      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.
      The company conducted its operations from the manufacturing
        facility located in leased premises in Crossfield 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 has offered not to contest the seizure of
        the assets in exchange for the termination of its obligations under the
        lease. The company has therefore reduced the carrying value of the manufacturing
        facility and related assets (Note 3) to a nominal value and intends to
        contract its future production to another manufacturer.
      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 fair value when the product is shipped. 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.
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Expressed in U.S. Dollars)

|
|

|**1.** | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
      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.
      Capital Assets
      Capital assets are 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 that case, they are capitalized and amortized over the estimated
        useful life of the asset in accordance with the methods and rates noted
        above.
      Management periodically reviews the recoverability of
        long-lived assets based upon anticipated 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 have been seized by the landlord.
      Research and Development
      Research and development costs are charged to expense as incurred.
      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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  September 30, 2002
  (Expressed in U.S. Dollars)

|
|

|**1.** | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      Government Assistance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Foreign Currency Translation
      Monetary assets and liabilities denominated in foreign
        currencies are translated into U.S. dollars at the rate of exchange prevailing
        at the balance sheet date. Non-monetary assets and liabilities are translated
        using historical rates. Revenue and expense items are translated at exchange
        rates prevailing at the time of the transaction. Translation gains and
        losses are included in the determination of accumulated other comprehensive
        income, a component of shareholders equity.
      Translation adjustments for the years ended September
        30, 2002, 2001 and 2000 have not been material and therefore have been
        included in the determination of net loss for these years. In addition,
        there were no material transaction gains or losses during these years.
      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.
      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.

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Expressed in U.S. Dollars)

|
|

|2. | PREPAID EXPENSES AND DEPOSITS
|-- | -----------------------------

| |                                          |   | 2002 |  |   | 2001   | 
| | ---------------------------------------- | - | ---- |  | - | ------ | 
| |                                          |   |      |  |   |        | 
| | Prepaid rent and utilities               | $ | -    |  | $ | 9,588  | 
| | Prepaid insurance and other              |   | 565  |  |   | 877    | 
| | Prepaid legal fees                       |   | -    |  |   | 3,284  | 
| | Refundable deposit on machinery purchase |   | -    |  |   | 39,080 | 
| |                                          |   |      |  |   |        | 
| |                                          |   |      |  |   |        | 
| |                                          | $ | 565  |  | $ | 52,829 | 
| |                                          |   |      |  |   |        | 

|3. | CAPITAL ASSETS
      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 have been seized by the landlord (Note 1).
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                               |   |         |  |   | 2002         |  |   |             |  |   |          | 
| | ----------------------------- | - | ------- |  | - | ------------ |  | - | ----------- |  | - | -------- | 
| |                               |   |         |  |   |              |  |   | Reduction   |  |   |          | 
| |                               |   |         |  |   | Accumulated  |  |   | In Carrying |  |   | Net Book | 
| |                               |   | Cost    |  |   | Amortization |  |   | Value       |  |   | Value    | 
| |                               |   |         |  |   |              |  |   |             |  |   |          | 
| | Automobile                    | $ | 13,194  |  | $ | 4,422        |  | $ | 8,771       |  | $ | 1        | 
| | Equipment                     |   | 197,940 |  |   | 54,498       |  |   | 143,441     |  |   | 1        | 
| | Computer equipment            |   | 1,555   |  |   | 1,050        |  |   | 504         |  |   | 1        | 
| | Equipment under capital lease |   | 18,344  |  |   | 8,542        |  |   | 9,801       |  |   | 1        | 
| |                               |   |         |  |   |              |  |   |             |  |   |          | 
| |                               |   |         |  |   |              |  |   |             |  |   |          | 
| |                               | $ | 231,033 |  | $ | 68,512       |  | $ | 162,517     |  | $ | 4        | 
| |                               |   |         |  |   |              |  |   |             |  |   |          | 

| |                               |   |         |  |   | 2001         |  |   |          | 
| | ----------------------------- | - | ------- |  | - | ------------ |  | - | -------- | 
| |                               |   |         |  |   | Accumulated  |  |   | Net Book | 
| |                               |   | Cost    |  |   | Amortization |  |   | Value    | 
| |                               |   |         |  |   |              |  |   |          | 
| | Automobile                    | $ | 13,151  |  | $ | 1,972        |  | $ | 11,179   | 
| | Equipment                     |   | 172,768 |  |   | 38,593       |  |   | 134,175  | 
| | Computer equipment            |   | 1,642   |  |   | 909          |  |   | 733      | 
| | Equipment under capital lease |   | 18,342  |  |   | 4,076        |  |   | 14,266   | 
| |                               |   |         |  |   |              |  |   |          | 
| |                               |   |         |  |   |              |  |   |          | 
| |                               | $ | 205,903 |  | $ | 45,550       |  | $ | 160,353  | 
| |                               |   |         |  |   |              |  |   |          | 

|4. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|-- | ----------------------------------------

| |                           |   | 2002    |  |   | 2001    | 
| | ------------------------- | - | ------- |  | - | ------- | 
| |                           |   |         |  |   |         | 
| | Trade accounts payable    | $ | 95,399  |  | $ | 96,921  | 
| | Professional fees payable |   | 129,619 |  |   | 64,093  | 
| |                           |   |         |  |   |         | 
| |                           |   |         |  |   |         | 
| |                           | $ | 225,018 |  | $ | 161,014 | 
| |                           |   |         |  |   |         | 

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Expressed in U.S. Dollars)

|
|

|**5.** | CAPITAL LEASE OBLIGATION
      Future minimum lease payments under a capital lease obligation at September
        30, 2002 are:
|------ | --------------------------------------------------------------------------------------------------------------------------------

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

|6. | LONG-TERM DEBT
|-- | --------------

| |                                                            |   | 2002    |   |   | 2001    |  
| | ---------------------------------------------------------- | - | ------- | - | - | ------- | -
| |                                                            |   |         |   |   |         |  
| | Bank loan payable with interest at 9.55% per annum,        |   |         |   |   |         |  
| | repayable in blended monthly payments of $275 per          |   |         |   |   |         |  
| | month, secured by an automobile                            | $ | 3,780   |   | $ | 6,615   |  
| |                                                            |   |         |   |   |         |  
| | Loans, payable to shareholders without interest and with   |   |         |   |   |         |  
| | no specific repayment terms. These loans represent cash    |   |         |   |   |         |  
| | advances used for the purpsoe of construction of the plant |   |         |   |   |         |  
| | and for working capital. Loans in the amount of $195,499   |   |         |   |   |         |  
| | are secured by a general security agreement over the       |   |         |   |   |         |  
| | assets of the company                                      |   | 418,882 |   |   | 419,493 |  
| |                                                            |   |         |   |   |         |  
| |                                                            |   |         |   |   |         |  
| |                                                            |   | 422,662 |   |   | 426,108 |  
| | Less current portion                                       |   | (2,988  | ) |   | (2,766  | )
| |                                                            |   |         |   |   |         |  
| |                                                            |   |         |   |   |         |  
| |                                                            | $ | 419,674 |   | $ | 423,342 |  
| |                                                            |   |         |   |   |         |  

|       | Principal repayment of long term debt during the
        2003 fiscal year is expected to be $2,988 and $792 during the 2004 fiscal
        year.
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                 
|**7.** | DEMAND LOANS The demand loans bear interest at 10% per annum, are unsecured and
        are payable on demand.                                  

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Expressed in U.S. Dollars)

|
|

|**8.** | SHARE CAPITAL
      Authorized
         Unlimited number of common shares without par value
|------ | -------------------------------------------------------------------------------------------

| |                                                                     | Number of |  |   |         | 
| | ------------------------------------------------------------------- | --------- |  | - | ------- | 
| |                                                                     | Shares    |  |   | Amount  | 
| | Issued and fully paid                                               |           |  |   |         | 
| | Balance, October 1, 1998                                            | -         |  | $ | -       | 
| | Issued for cash                                                     | 7,176,667 |  |   | 56,014  | 
| |                                                                     |           |  |   |         | 
| |                                                                     |           |  |   |         | 
| | Balance, September 30, 1999                                         | 7,176,667 |  |   | 56,014  | 
| | Issued for cash                                                     | 350,000   |  |   | 175,000 | 
| |                                                                     |           |  |   |         | 
| |                                                                     |           |  |   |         | 
| | Balance, September 30, 2000                                         | 7,526,667 |  |   | 231,014 | 
| | Issued for cash                                                     | 380,000   |  |   | 190,000 | 
| |                                                                     |           |  |   |         | 
| |                                                                     |           |  |   |         | 
| | Balance, September 30, 2001                                         | 7,906,667 |  |   | 421,014 | 
| | Issued for cash                                                     | 200,000   |  |   | 100,000 | 
| | Issued for consulting services, at the
      completion of services | 70,000    |  |   | 34,388  | 
| | Issued for payment of debt to a company
      owned by a director   |           |  |   |         | 
| | and shareholder                                                     | 114,851   |  |   | 58,743  | 
| |                                                                     |           |  |   |         | 
| |                                                                     |           |  |   |         | 
| | Balance, September 30, 2002                                         | 8,291,518 |  |   | 614,145 | 
| |                                                                     |           |  |   |         | 
| |                                                                     |           |  |   |         | 
| | Allotted for future issues                                          |           |  |   |         | 
| | Issuable on the exercise of share conversion rights (Note
      1)  |           |  |   |         | 
| | To be issued on conversion of 6,400,000
      shares of 805332,     |           |  |   |         | 
| | as consideration for the acquisition
      of Micron                | 6,400,000 |  |   | 4,205   | 
| | To be issued as a finders fee for
      the acquisition of Micron  | 250,000   |  |   | 165     | 
| |                                                                     |           |  |   |         | 
| |                                                                     |           |  |   |         | 
| |                                                                     | 6,650,000 |  |   | 4,370   | 
| |                                                                     |           |  |   |         | 
| |                                                                     |           |  |   |         | 
| |                                                                     |           |  | $ | 618,515 | 
| |                                                                     |           |  |   |         | 

| | 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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Expressed in U.S. Dollars)

|
|

|8.  | SHARE CAPITAL (continued)
      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.
      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 this 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.
      The debt amounting to $58,743, which was payable to
        a company owned by a shareholder, has been repaid by the issue 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.                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.  | 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. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10. | INCOME TAXES
      The company has incurred losses for Canadian income
        tax purposes of approximately $377,000 which can be carried forward to
        reduce taxable income in future years to 2007. The company has incurred
        losses for U.S. income tax purposes of approximately $275,000 which can
        be carried forward to reduce taxable income in future years to 2016. The
        potential income tax benefits of these losses have not been recognized
        in these consolidated financial statements.
      The company also has available unclaimed investment
        tax credits of approximately $3,539 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.
      The statutory tax rates applicable to the companys manufacturing
        and sale of operations in Canada are:
      Taxable income up to $127,000                     18.37%
        
          Taxable income greater than $127,000           29.46%

---

MPAC CORPORATION

Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Expressed in U.S. Dollars)

|
|

|**11.** | RELATED PARTY TRANSACTIONS
      Related party transactions not disclosed elsewhere in these financial
        statements were:
|------- | -------------------------------------------------------------------------------------------------------------------------------

| |                                                 |   | 2002  |  |   | 2001   |  |   | 2000  | 
| | ----------------------------------------------- | - | ----- |  | - | ------ |  | - | ----- | 
| |                                                 |   |       |  |   |        |  |   |       | 
| | Interest on long-term debt related to principal |   |       |  |   |        |  |   |       | 
| | shareholder loans                               | $ | -     |  | $ | 4,718  |  | $ | 4,279 | 
| |                                                 |   |       |  |   |        |  |   |       | 
| | Financing consulting fees paid to a director    |   | 1,540 |  |   | 17,500 |  |   | 7,500 | 

|12. | SEGMENT INFORMATION
      The company produces its sulphur-based fungicide at plants
        located in Canada and the United States of America and the sales of this
        product are primarily in the United States of America. The company had
        one dominant customer, who contributed more than 10% of the consolidated
        sales in 2002 and 2001 (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|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 end but the required
        documentation and inspections have not been completed.
      The company has commenced an action for breach of contract
        and associated damages totalling $254,820 against one of the suppliers
        of its production equipment. The possible outcome of this action is unknown
        at this time. The company has decided not to persue this action subsequently.

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MPAC CORPORATION

Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Expressed in U.S. Dollars)

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|**14.** | FINANCIAL INSTRUMENTS
      The fair value of the companys financial instruments,
        which are cash, accounts receivable, and accounts payable, approximate
        their carrying value in these financial statements.
      The company reduces its credit risk, the possibility
        that entities to which the company sells its products may experience financial
        difficulty and be unable to fulfil their obligations, by performing credit
        evaluations before sales are made.
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EXHIBIT 99.1

CERTICATION PURSUANT TO 
  18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO 
  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of MPAC Corporation.
  (the "Company") on Form 10-KSB for the period ending September 30, 2002 as filed
  with the Securities and Exchange Commission on the date hereof (the "Report"),
  the undersigned officers of the Company hereby certify, pursuant to 18 U.S.C.
  ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
  that:

We have reviewed the Report;

based on our knowledge, the 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 the Report;
  and

based on our knowledge, the financial statements, and other
  financial information included in the 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 the Report.

Dated this 10th day of January 2003

/s/ Adam Smith 
  Adam Smith 
  Chief Executive Officer

/s/ Michael Laidlaw 
  Michael Laidlaw 
  Principal Accounting Officer

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