---

UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

FORM 10-KSB

(Mark One)

x Annual Report Pursuant
  To Section 13 Or 15(d) Of The Securities Exchange Act Of 
  For the fiscal year ended June 30, 2003

 ̈ Transition Report
  Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 
  For the transition period from _____to _____

COMMISSION FILE NUMBER 000-27147

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

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

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

Securities registered under Section 12(g) of the Exchange Act:

COMMON STOCK, NO PAR VALUE PER SHARE.

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

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will be contained, to the best of 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.  ̈

Revenues for the fiscal year ended June 30, 2003 were: $63,000

The aggregate value of the voting stock held by non-affiliates
  of the registrant, computed as the average of the closing bid and asked prices
  as of April 12, 2004was $140,859.

State the number of shares outstanding of each of the issuers
  classes of common equity, as of the latest practicable date. As of April
  12, 2004 the Issuer had outstanding 19,352,966 shares of Common Stock.

Note: If determining whether a person is an affiliate will
  involve an unreasonable effort and expense, the issuer may calculate the aggregate
  market value of the common equity held by non-affiliates on the basis of reasonable
  assumptions, if the assumptions are stated.

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

---

TABLE OF CONTENTS

|           |                                                                        | PAGE | 
|---------- | ---------------------------------------------------------------------- | ---- | 
|           |                                                                        |      | 
|PART I     |                                                                        |      | 
|           |                                                                        |      | 
|Item 1.    | Description of Business                                                | 3    | 
|Item 2.    | Description of Property                                                | 11   | 
|Item 3.    | Legal Proceedings                                                      | 11   | 
|Item 4.    | Submission of Matters to a Vote of Security
      Holders              | 11   | 
|           |                                                                        |      | 
|PART II    |                                                                        |      | 
|           |                                                                        |      | 
|Item 5.    | Market for Common Equity and Related Stockholder
      Matters         | 12   | 
|Item 6.    | Managements Discussion and Analysis
      Or Plan of Operation        | 14   | 
|Item 7.    | Financial Statements                                                   | 20   | 
|Item 8.    | Changes in and Disagreements with Accountants
      On Accounting      |      | 
|           | and Financial Disclosure                                               | 21   | 
|Item 8A.   | Controls and Procedures                                                | 21   | 
|           |                                                                        |      | 
|PART III   |                                                                        |      | 
|           |                                                                        |      | 
|Item 9.    | Directors and Executive Officers, Promoters
      And Control Persons; |      | 
|           | Compliance with Section 16(a) of the Exchange
      Act                | 22   | 
|Item 10.   | Executive Compensation                                                 | 23   | 
|Item 11.   | Security Ownership of Certain Beneficial
      Owners and Management   |      | 
|           | and Related Stockholder Matters                                        | 25   | 
|Item 12.   | Certain Relationships and Related Transactions                         | 27   | 
|Item 13.   | Exhibits and Reports on Form 8-K                                       | 29   | 
|Item 14.   | Principal Accountant Fees and Services                                 | 30   | 
|           |                                                                        |      | 
|SIGNATURES |                                                                        | 31   | 

Page 2 of 31

---

PART I

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

As used in this annual report, the terms "we", "us", "our",
  and our company mean Cool Can Technologies, Inc., unless otherwise
  indicated.

ITEM 1. DESCRIPTION OF BUSINESS.

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

CORPORATE BACKGROUND

We were incorporated under the laws of the State of Minnesota
  on April 1, 1998, under the name Cool Can Technologies, Inc.

RECENT CORPORATE DEVELOPMENTS

We were forced to delay the implementation of our plan of
  operations in the fourth quarter of our fiscal year ended June 30, 2002 due
  to a lack of working capital. Since the suspension of our plan of operations,
  the following corporate developments have transpired:

|1. | We suspended all research
        and development activities on our Cool Can product in November, 2002 due
        to a lack of funds necessary to proceed with these development activities.
        We have not carried out any research and development activities since
        that time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | In April, 2003 we determined
        not to make our final payment of $7,500 pursuant to our patent and technology
        and transfer agreement dated April 18, 2001 with David St. James, Melanie
        St. James and Edward Halimi (the Patent Agreement), and as
        a result relinquished our interest in a patent pending for the application
        of self-chilling beverage container technology to plastic and glass beverage
        containers (PET Container Technology). The Patent Agreement
        included all inventions, apparatus, know-how and intellectual property
        associated with the patent pending, and the vendors of the technology
        included one of our affiliates. Our interest in the PET Container Technology
        reverted in June, 2003 to the owners of the patent pending in accordance
        with the terms of the Patent Agreement. See Item 12. Acquisition
        of Patent Pending.

Page 3 of 31

---

|3. | As a consequence of our
        inability to fund continued development of our technology, we entered
        into a license agreement with Balsam Ventures, Inc. (Balsam)
        on June 5, 2002 whereby we granted to Balsam an exclusive license to manufacture,
        use and sell our proprietary technology. The agreement required Balsam
        to: (i) pay us $200,000 within ninety days of the execution of the license
        agreement, (ii) expend $1,800,000 in development expenditures over a 24
        month period following the execution of the license agreement, and (iii)
        pay us 5% of gross profits and 5% of gross revenues on sales of licensed
        apparatus products. We granted a 90 day extension to Balsam on September
        2, 2002, in consideration of which we received 300,000 restricted shares
        in the capital of Balsam. Balsam was granted further extensions to pay
        the required $200,000 fee, with the last extension expiring on November
        30, 2003. The license agreement expired in November, 2003 and was superseded
        by the second license agreement described below.                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | In June 2003, we issued
        an aggregate of $550,000 of 10% convertible notes (the Convertible
        Notes) pursuant to Regulation S of the Securities Act. We sold $82,500
        of the Convertible Notes in exchange for cash and the remaining $467,500
        of the Convertible Notes were issued to certain of our creditors as payment
        of amounts owed to the creditors. The Convertible Notes are due on or
        before December 31, 2005 and the holder of a Convertible Note has the
        right to convert the Convertible Note into our common stock at any time
        prior to the maturity date. The Convertible Notes are convertible at the
        lesser of $.001 or 50% of the average trading price of our common stock
        for the 10 trading days preceding the date of conversion. We may at our
        option elect to pay a portion of the interest due by issuing shares of
        our common stock in accordance with the terms of the Convertible Notes.                                                                                                                                                                                                                                                                                                
|5. | In November, 2003 we entered
        into a second license agreement (the License Agreement) with
        Balsam, pursuant to which we granted Balsam an exclusive license (the
        License) for a term of 40 years to manufacture, use, exploit
        and sell our proprietary technology within the countries comprising the
        European Union and China. In consideration of the grant of the License,
        Balsam agreed to: (i) issue 5,000,000 shares of its common stock to us;
        and (ii) pay us the following royalties: (a) a sales royalty equal to
        2% of gross profits from sales of all apparatus incorporating our proprietary
        technology and/or commercial goods or products incorporating our proprietary
        technology, (b) a license royalty equal to 5% of revenues received by
        Balsam from sub-licensing our proprietary technology, and (c) a minimum
        royalty payment of $5,000 per month commencing on January 15, 2006, which
        is to be credited towards all royalty payments under the agreement that
        have been paid by Balsam or become payable by Balsam during the course
        of the agreement. The License Agreement supersedes all of our prior agreements
        with Balsam relating to the License.

OUR BUSINESS PLAN

Our business plan, subject to our achieving the necessary
  financing, is to develop, introduce, market and sell our patented unique proprietary
  technology which is intended to allow for the licensing and manufacture of a
  commercially viable self-chilling beverage container.

The ability to chill a beverage is based on the theory of
  the latent heat of evaporation of liquefied gasses and the cooling of those
  gasses due to rapid expansion. The basic principles of evaporation and heat
  transfer dictate that as liquid coolant is vaporized it draws heat from the
  surrounding area, lowering the temperature of nearby materials.

The proposed product consists of a cartridge of liquid carbon
  dioxide (CO2) that is held in place by a cartridge holder. The unit
  is then placed in a can, the can subsequently is filled and sealed. The cooling
  device will displace approximately 3.0 ounces of the fluid, so a 12 ounce can
  will contain 9.0 ounces of beverage with the cooling device installed.

When the tab on the lid of the can is pulled, a valve mechanism
  within the can triggers the CO2 capsule causing the gas to be discharged through
  diffusers of porous plastic into the beverage. The escaping CO2 forms into small
  particles of frozen snow at extremely cold temperatures and rapidly imparts
  a chilling action to the beverage, while simultaneously carbonating the beverage.
  The amount of chilling and carbonation are adjustable depending on the requirements
  of the manufacturer. Greater chilling may be obtained by

Page 4 of 31

---

increasing the amount of liquid CO2. The amount of carbonation
  may be adjusted from no carbonation to several levels greater than now used
  in manufactured soft drinks.

The anticipated additional retail cost for the device is estimated
  to be $0.25 - $0.30 per can, and is proposed to be used on a 12 ounce can or
  a 16 ounce can. The estimate is based on preliminary quotes from manufacturers
  of the component parts. The targeted result is that the consumer may purchase
  a beverage and enjoy it cold without having to purchase it from a cooler or
  purchase ice to cool the beverage. The consumer will not have the option to
  deactivate the device on the can.

The manufacturer of the beverage may sell the beverage without
  the concern of satisfying the consumer preference of a cold beverage by providing
  a vending machine or other method of cooling the beverage.

The consumer may purchase the beverage and enjoy it at a later
  time without the requirement of an ice chest or other method of cooling his
  drink, as opposed to having to drink the beverage right after purchase as is
  the case with one purchased from a vending machine or cooler. The consumer may
  purchase the beverage and enjoy it hours later while in a boat or on a golf
  course, or during other leisure activities.

The technology is intended to be used on a high speed canning
  line with little impact on the speed of the canning line. The usual canning
  process involves two parts; the main part of the can, which is filled with the
  drink, and the lid which is sealed shut during the seaming process after the
  can has been filled. Initial engineering diagrams have been completed for equipment
  which will successfully integrate the inclusion of the chilling module insert
  into a high speed canning line. There can be no assurance that the product can
  be incorporated into a high speed canning line.

PATENTS AND TRADEMARKS

We have obtained patent protection for our concept of a self-chilling
  beverage container. The patent application filed in 1995 was subsequently approved
  and Patent No. 5,609,038 was issued to us on March 11, 1997. The issued patent
  includes 24 claims regarding a self-chilling beverage container and parts therefor.
  The patent expires on August 21, 2015, 20 years from the original filing date
  of August 22, 1995.

Internationally, we have been granted patent coverage in some
  foreign countries and others are pending. National phase patent applications
  were filed on June 20, 1999 so that patent protection may be granted in 87 countries.
  These applications are pending. National phase patent protection is patent treaty
  language that indicates that we are beginning the process of filing for patent
  protection in foreign countries. Depending on the country, the grant of patent
  protection may take from 1 to 8 years. In the interim, preliminary protection
  by priority is established as of the filing date.

We filed 14 trademark applications with the United States
  Patent and Trademark Office in June, 1998. We received a response from the Patent
  Office with a request to more narrowly define the scope of the product. We have
  received a notice of allowance to utilize 11 of the 14 trademarks that were
  applied for, including trademarks for the terms InstaCool, Cool
  Can, and Cool Can Technologies, which means that the examining
  attorney did not find any registered or pending marks which would prevent registration.
  These trademark names describe both the product and the process involved in
  the manufacture of a self chilling beverage container. We have applied for and
  been granted several extensions of the trademark names.

Due to the costs involved in applying for and receiving extensions
  from the U.S. Patent and Trademark Office and the uncertainty relating to the
  successful commercialization of our technology, we ceased applying for trademark
  extensions in September of 2001. At present, we have not been made aware of
  any of the trademarks actually being in commercial use, and we believe that
  we will be able to re-institute ownership of the trademarks, or the equivalent
  thereof, once we are in a position to complete our product development program.

On April 18, 2001, we attempted to acquire a patent pending
  for the PET Container Technology. We determined not to meet our obligations
  under the license agreement for this technology and the rights to the patent
  pending for the PET Container Technology that we acquired reverted back to the
  owners due to non-payment. See Recent Corporate Developments above.

Page 5 of 31

---

PRODUCT DEVELOPMENT

We intend to implement the following procedural plan in order
  to complete final design specifications for the Cool Can product and then build
  and test the product. This process is planned to be accomplished in the following
  manner:

|(1) | Build a fully functioning prototype
        from the working drawings in the issued patent. During this period the
        existing design will be thoroughly reviewed and any modifications which
        will improve efficiency, reduce cost, or decrease the occupied volume
        of the chilling module insert.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Conduct various safety tests by putting
        the unit through several stress tests such as exposure to heat, testing
        a sealed can complete with insert, by dropping it from various heights,
        and testing the integrity and durability of the chilling module insert.                                
|(3) | Pre-production design generating both
        computer modeling of all parts and engineering drawings incorporating
        any design modifications.                                                                                                                                                                  
|(4) | Pre-production prototype construction.
        Three-dimensional construction of all parts including preliminary rubber
        molds.                                                                                                                                                                                 
|(5) | Testing of pre-production prototypes.                                                                                                                                                                                                                                                                                  
|(6) | Refine designs to incorporate test results
        and finalize production specifications and drawings.                                                                                                                                                                                                                
|(7) | Begin to source factory production facilities
        for all customized parts and molding requirements.                                                                                                                                                                                                               
|(8) | Generate manufacturing pricing data.                                                                                                                                                                                                                                                                                   
|(9) | Final consultation with all parties
        involved in the production of finished goods-aluminum can manufacturers,
        filler manufacturers and beverage canners.                                                                                                                                                

In December, 1998, we entered into an agreement with the California
  Manufacturing Technology Center ("CMTC") to manage our product development program.
  The first phase of our product development program was completed in October,
  1999 at a cost of $30,000, with CMTC providing prototype drawings on AutoCad,
  and assistance in the execution of our product development and manufacturing
  processes plan. The second phase of our product development program consisted
  of the development of product specifications with tolerances, optimization evaluation
  of design concept, and an in-depth thermal analysis conducted at the University
  of California at Irvine. The second phase was completed by CMTC in October,
  2000 at a cost of $20,000.

Following completion of the second phase of our product development
  program, we obtained a proposal from LNE Engineering Co. (LNE) in
  November, 2002 to assist us with the development of our product development
  program through to prototype fabrication and testing. However, due to lack of
  financing, we were unable to engage LNE to continue the next phase of our program.
  As a result, prototype fabrication and testing has been put on hold pending
  receipt of further financing. LNEs proposal is for the prototype and fabrication
  of aluminum cans only. See Item 6. Managements Discussion and Analysis
  or Plan of Operation  Plan of Operation.

Page 6 of 31

---

MARKETING PLANS

We are in the process of taking our planned product from the
  conceptual stage of development to the production of a prototype of a self-chilling
  beverage container that we can use for testing purposes. If our prototype development
  efforts are successful, we will then proceed to the marketing phase of our plan
  of operations which involves marketing the self-chilling beverage container
  to beverage manufacturers. We have not completed the development of a commercially
  viable self-chilling beverage container to date, nor have we achieved any revenues
  to date. Our ability to pursue our plan of operations, as discussed below, is
  contingent upon us achieving substantial financing, of which there is no assurance.
  See Item 6. Managements Discussion and Analysis or Plan of Operation
   Plan of Operation.

Our principal marketing strategy is comprised of two major
  components that we plan to undertake once development of our technology is complete.
  The first objective is the licensing of beverage companies worldwide for the
  use of self-chilling beverage can technology and associated trademarks. The
  second objective is the licensing of major aluminum can manufacturers for actual
  manufacturing of the chilling module insert so that it can be subsequently sold
  to beverage companies as a special insert or included with the can as one unit.

In the interim, while we plan to implement the process of
  licensing beverage companies and can manufacturers, we plan to rent time and
  'co-pack' product samples at an existing beverage canning facility that will
  be used for research and development. The intent is to demonstrate an actual
  canning process placing chilling module inserts in both 12 and 16 ounce cans.
  The facility will serve to demonstrate to beverage executives the viability
  of high speed canning using the insert. The secondary purpose is to develop
  a facility with the capacity to package small runs of various beverage products.
  This will allow beverage companies to 'test market' the concept without actually
  having to make any capital investment in new equipment or altering their own
  production facility.

Our primary task is licensing of the Cool Can technology and
  fully developed designs of the chilling module inserts, as well as the automatic
  insert feeding machines which will be incorporated into present beverage canning
  lines. We also intend to manufacture in our own plant certain key components
  of the triggering mechanism. We feel that by actually supplying a key component
  to licensees we can more accurately track the number of units sold by licensees,
  particularly those in foreign countries. The sale of these units also has the
  potential to be a significant profit center.

SALES AND LICENSING STRATEGY

Our strategy is to appoint a master licensee in each country
  or designated region once development of our Cool Can product is complete. The
  master licensee is planned to have the right to appoint sub-distributors, subject
  to our approval.

The typical licensing agreement is planned to have several
  components. We will issue a master license on an exclusive territorial basis
  to Company "X". Company "X" will be required to pay an up-front fee to acquire
  the master license. This initial fee will be based primarily on two factors,
  total population and per capita beverage consumption within the designated territory.
  During the term of the contract, Company "X" will also be required to forward
  a percentage of the initial fees paid by sub-licensees to us once they have
  recovered their initial investment. Additionally there is planned to be a commitment
  to pay $0.005 per unit ($0.12 per case of 24) in royalties for each unit sold
  in the territory. Company "X" will be required to purchase a minimum number
  of units per year in order to maintain their exclusive contractual agreement.
  We plan to directly manufacture certain key components of the insert in order
  to effectively track international sales and of course provide an additional
  revenue stream.

Concurrently, we will license packaging equipment manufacturers
  to develop, build and produce the automatic insert feeding machine and any other
  required equipment for integration into beverage canning lines.

Page 7 of 31

---

ADVERTISING AND PROMOTION

Phase one of our advertising campaign will be in support of
  the initial licensing effort and is planned to consist of advertising in beverage
  industry publications and international business journals seeking qualified
  prospective master licensees in each country, and market sector. We also plan
  to have a significant presence at major beverage trade shows through distribution
  of promotional materials and demonstrating the cold can technology to prospective
  licensees.

The second phase of advertising is planned to be more consumer
  oriented and similar to the advertising campaign of sugar substitute "NutraSweet".
  There will be no specific product or brand advertised, only the technology to
  make consumers aware that they may purchase beverages in a self chilling container.
  Our intention is to drive consumer awareness of both the term "InstaCool" as
  well as the visual identification on the can which indicates the inclusion of
  the chilling module. We do not mean to imply that it will have the success of
  NutraSweet, and there is no assurance that the advertising will be successful.
  The estimated cost of phase two is unknown at this time.

A percentage of the licensing revenues from the per-can income
  is planned to be allocated for consumer advertising by us and also by master
  licensees who will be obligated under the terms of their master license agreement
  to allocate a pre-determined percentage of revenues to consumer advertising
  in respective countries and market areas.

MANUFACTURING AND PRODUCTION

We intend to continue to license the self-chilling beverage
  container technology we develop to large beverage producers and aluminum can
  manufacturers. We believe this strategy will provide material benefits, including
  use of the greater manufacturing, marketing, and distribution expertise of such
  companies and potential reduction of substantial manufacturing costs. Our objective
  will be to enter into agreements whereby the licensees are responsible for purchasing
  the raw materials, manufacturing or contracting for the manufacture of the container,
  as well as the labeling, filling, marketing, selling, and distribution of the
  self-chilling beverage container technology and other related technologies licensed
  by us. See Item 1. Description of Business Recent Corporate Developments.

During the initial research and development period we intend
  to rent out production line time from a local soft drink manufacturer. Many
  soft drink manufacturers have excess capacity and are willing to rent line time
  on an hourly basis. Included in the hourly fee will be the ability to utilize
  the collective input of the facilities production personnel, most of whom have
  years of experience in the beverage bottling and canning field. It would be
  virtually impossible for us to acquire this caliber of expertise individually
  due to factors of both availability and cost.

This arrangement will allow us to continue to fine tune and
  develop both the chilling module insert and more importantly to "trouble-shoot"
  and identify any obstacles or situations which may impede the successful integration
  of the Cool Can technology into a high-speed beverage canning operation. Also,
  it will alleviate the requirement to make significant capital expenditures on
  canning equipment of our own until there is some certainty as to both future
  production requirements and the degree of specialized or custom equipment which
  may need to be developed.

During the second phase of the pre-production period we intend
  to establish administration offices and a research and development facility.
  The purpose of the facility will be to demonstrate the commercial viability
  of our manufacturing processes, to supply self-chilling beverage containers
  for additional testing and market studies, and to produce self-chilling beverage
  containers, which can be sold directly to beverage companies. It is anticipated
  that containers sold directly to these companies will be filled, packaged and
  distributed by the customer. Should the due diligence period dictate the need
  for production of highly specialized equipment in order to produce finished
  goods, we will undertake to purchase our own canning line. The acquisition of
  a canning line to co-pack would be conditional upon significant interest from
  smaller beverage companies without the financial capability to purchase the
  packaging equipment required to produce the product. A canning line used for
  research and development purposes would not have the volume capability to be
  used in a commercial arrangement.

Page 8 of 31

---

Once the beverage canning line is operational in the new facility,
  we will have the capability to co-pack product for customers whose limited volumes
  would preclude purchase of the required custom equipment themselves. Co-pack
  means that the production facility assumes the responsibility for packaging
  another company's brand. The costs of such a facility will not be determined
  until potential customers and the projected volume have been identified. Our
  production facility will be designed to allow for assembly of the component
  parts for the chilling module insert so that they may be distributed from our
  facility. All of the components will be manufactured off site. We believe our
  production facility will assist in commercialization efforts as it is anticipated
  that the ability to produce the insert, place it in the can, then have the container
  filled and seamed will assist in further refinement of the finished product.

We will complete final design and development tasks for the
  molds, dies and tooling required for volume manufacturing of the trigger mechanism
  and hardware for support of the C02 capsules. There will also be intensive consultation
  with companies who make both fillers and filler heads in order to make certain
  there is no potential conflict with the insert during this critical aspect of
  the production process. Extensive testing will be carried out during the initial
  research and development stage in order to produce a zero-defects product which
  can be manufactured daily on a world wide basis at high production volumes.

Additionally, final design and development of several types
  of automatic insert feed mechanisms, which can be integrated into high-speed
  beverage canning lines, will be completed. We plan to accomplish this in consultation
  with several major beverage concerns, but will retain ownership of the technology
  and manufacturing rights.

RAW MATERIALS AND SUPPLIERS

The primary raw materials we anticipate using in the manufacture
  of our chilling module inserts are a steel or aluminum C02 cartridge, plastic
  cartridge holder, polymer cartridge piercer, polymer piercer body and a resilient
  polymer foam pad.

We anticipate we will enter into agreements with certain raw
  material suppliers and that the projected unit volumes required will cause the
  price of the insert to continue to decrease in price as licensing efforts expand.
  Once certain economies of scale are achieved and long term supplier agreements
  are solidified, we believe that the cost of the chilling inserts will be reduced.

EMPLOYEES

We currently do not have any employees. Mr. Leitch, our President,
  provides management consulting services to us and is paid as a consultant. We
  conduct our business largely through agreements with consultants and arms-length
  third parties.

COMPETITION

We believe the market for a self-chilling beverage container
  is an emerging market. The opportunity for a beverage company to incorporate
  a technology, which allows a consumer to have a cold drink at any place, and
  at any time is significant and compelling.

We are aware of three other firms that are currently attempting
  to manufacture and market a similar technology. We believe the competitors use
  either a combination of gases to create a chilling effect or a C02 based reactant
  system, and hold one or more U.S. patents on their designs. As of yet, none
  of these companies appear to be close to having a commercially viable product
  available for purchase. All three of the competitors are private companies and
  little is known about their size or financial capabilities.

We believe that success in marketing a self-chilling beverage
  container will be based primarily on price, ease of use, quality, product awareness,
  product safety, and ultimately an endorsement by one or more major beverage
  companies. There can be no assurance that we will be able to successfully compete
  against its competitors.

The competitor's designs are somewhat more complex applications
  in that their chilling unit must be attached to the bottom of the can and activated
  by turning the can upside down and then pushing a button or pulling a

Page 9 of 31

---

tab. This application mandates that their version of a self-chilling
  can must be produced specifically for beverage companies through one of the
  major can manufacturers because the external device must be added in some manner,
  which would require another step in the manufacturing process. Our Cool Can,
  on the other hand, is considerably more versatile in that the chilling module
  is an insert which can be delivered to either the can manufacturer or the beverage
  canning facility for use with any standardized can out of general inventory
  as long as it is identified with the "InstaCool" label. What differentiates
  the Cool Can from its competition is the unique valving and activation system
  by which the reactant gas is released. The consumer is not required to push
  any buttons or do anything specific to activate the Cool Can other than the
  normal process of opening the can, thus making the Cool Can much more user friendly.

GOVERNMENT REGULATIONS AND ENVIRONMENT

All of the currently projected uses for our self-chilling
  beverage container fall under the authority of the United States Food and Drug
  Administration ("FDA"). The key element and the only substance which mixes with
  the beverage is the C02 which has always been present in beverages and is an
  accepted substance by the FDA for the beverage industry. The FDA regulates the
  material content of all beverage containers and packages.

The materials used in manufacturing the Cool Can are similar
  to present canning materials and are fully compatible with FDA requirements.
  FDA approval is not required as long as there is compliance with all currently
  published guidelines. We also expect that licensees who will be filling the
  Cool Can with beverages will comply with the appropriate FDA regulations. All
  licensees will have a contractual obligation to produce products consistent
  with the laws of their country, as well as additional quality control measures
  requested by us, though specific usage is unknown at this time.

The Environmental Protection Agency ("EPA"), in their efforts
  to protect the stratospheric ozone, have determined that a self-chilling beverage
  can utilizing C02 as the refrigerant has a minimal impact on the ozone layer.
  In the Notice of Acceptability published in the Federal Register effective February
  24, 1998, it was also determined that self-chilling cans utilizing C02 either
  recovered as a by-product from other industrial activities or taken from the
  atmosphere will further reduce the net impact. The EPA has not specifically
  approved our product design, but it does meet the standards of the EPA. There
  have been no costs to date associated with compliance, nor are any anticipated.

Various safety features are incorporated into the design and
  manufacture of the Cool Can. The primary safety feature becomes important in
  a situation such as throwing the can in a fire. The gasses in the cylinder will
  harmlessly escape at a certain temperature through a safety valve. The uses
  of C02 capsules in things like seltzer bottles and whipping cream dispensers
  is not a new concept and have been used by consumers without incident for some
  time.

Additionally, the Cool Can is designed to be in full compliance
  with all recycling requirements since the component parts will be manufactured
  utilizing only recyclable materials.

RESEARCH AND DEVELOPMENT

We incurred expenses on research and development activities
  in the amount of approximately $11,325 during the fiscal year ended June 30,
  2002. Due to a lack of working capital, no expenses on research and development
  activities were incurred during the fiscal year ended June 30, 2003. Research
  and development expenses during the fiscal year ended 2002 consisted primarily
  of product development and consulting costs. We estimate further research and
  development costs of approximately $350,000 over the next twelve months in order
  to carry out our plan of operations, subject to financing. See Item 6.
  Managements Discussion and Analysis or Plan of Operation  Liquidity
  and Financial Condition.

Page 10 of 31

---

ITEM 2.	DESCRIPTION OF PROPERTY.

Our corporate headquarters, consisting of approximately 500
  square feet, are located at 698 Seymour Street, Suite 311, Vancouver, British
  Columbia, where our principal executive functions are carried out. We are currently
  operating under a month to month lease at the rate of $802 CDN per month. We
  do not own any real estate. We believe that all of our facilities are adequately
  maintained and suitable for their present use.

ITEM 3. LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings and to
  our knowledge, no such proceedings are threatened or contemplated.

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

No matters were submitted to our security holders for a vote
  during the fourth quarter of our fiscal year ending June 30, 2003.

Page 11 of 31

---

PART II

ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

Our shares are currently trading on the over-the-counter Pink
  Sheets under the symbol CCTI.PK. Our shares traded on the over-the-counter
  Bulletin Board (OTC BB) under the stock symbol CCTI from June 28,
  2000 to November 20, 2002. Upon the filing of this annual report on Form 10-KSB,
  and our required quarterly reports to date, we believe that our stock will be
  eligible to resume trading on the OTC BB. The high and the low bid prices for
  our shares for the last two fiscal years of actual trading, as reported by the
  OTC BB or as quoted in the over-the-counter Pink Sheets, as applicable, were:

|QUARTER         | HIGH ($) | LOW ($)
|--------------- | -------- | -------
|1stQuarter 2002 | $0.73    | $0.35  
|2ndQuarter 2002 | $0.62    | $0.07  
|3rdQuarter 2002 | $0.14    | $0.06  
|4thQuarter 2002 | $0.11    | $0.05  
|1stQuarter 2003 | $0.01    | $0.001 
|2ndQuarter 2003 | $0.01    | $0.001 
|3rdQuarter 2003 | $0.02    | $0.001 
|4thQuarter 2003 | $0.03    | $0.001 

The trades reflect inter-dealer prices, without retail mark-up,
  markdown or commission and may not represent actual transactions.

Holders of Common Stock

As of the date of April 12, 2004, there were 152 registered
  shareholders of our common stock.

Dividends

We have neither declared nor paid any cash dividends on our
  capital stock and do not anticipate paying cash dividends in the foreseeable
  future. Our current policy is to retain any earnings in order to finance the
  expansion of our operations. Our board of directors will determine future declaration
  and payment of dividends, if any, in light of the then-current conditions they
  deem relevant and in accordance with applicable corporate law.

Recent Sales of Unregistered Securities

There were no unregistered sales of our securities in the
  fiscal year ended June 30, 2003, except as previously disclosed in our quarterly
  reports filed during the fiscal year ending June 30, 2003.

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

Page 12 of 31

---

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

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

Page 13 of 31

---

ITEM 6.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS

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

PLAN OF OPERATION

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

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

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

|2. | The second phase of our plan of operations involves
        consultation and feedback with all parties involved in the production
        and handling of our planned self-chilling beverage container. This phase
        would be undertaken upon completion of phase one, as outlined above. Consultation
        would include meeting and discussing our progress to date with aluminum
        can manufacturers, filler manufacturers, beverage canners and recycling
        entities. The focus of the consultation would be to determine what auxiliary
        equipment will be required for production of our planned self-chilling
        beverage containers and to develop blueprints and estimated costs for
        full-scale production.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 14 of 31

---

|3. | The third phase of our plan of operations is to market
        and pursue licensing of our Cool Can technology. This phase is anticipated
        to include presentation of product-ready samples to the beverage industry.
        We would seek out qualified candidates for licensing of the product in
        various countries and/or territories. We plan to approach beverage manufacturers
        for joint venture opportunities in order to drive consumer trials and
        to sample the finished product in the market.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We anticipate spending approximately $690,000 over the next
  twelve months, of which $380,000 is anticipated to be spent over the next six
  months, subject to our receiving the necessary financing to enable us to pursue
  our plan of operations. We will not be able to proceed with our plan of operations
  unless we achieve significant additional financing. If we achieve sufficient
  additional financing, of which there is no assurance, then the estimated cost
  and timeframe for completion of each of the above components of our plan of
  operations will be as follows:

|1. | Product development is estimated
        to be completed over a timeframe of 7.5 months at an estimated cost of
        $350,000, and is intended to result in the manufacturing of 2,000 industry
        demonstration samples.                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Consultation feedback is
        estimated to take place over a timeframe of three months following completion
        of phase one at an estimated cost of $50,000.                                                                                                                                   
|3. | Marketing and licensing
        will follow phase two and is estimated to take three months at an estimated
        cost of $50,000.                                                                                                                                                                   
|4. | General expenditures over
        the next twelve months are estimated to be $20,000 per month, consisting
        of $15,000 per month in general administrative expenses and $5,000 per
        month in legal and accounting expenses relating to compliance with our
        reporting obligations.

We currently have a cash position of $357 as at December 31,
  2003. In addition, we have a working capital deficit of $123,298 as at December
  31, 2003. Accordingly, we will require additional financing in order to proceed
  with our plan of operations, see Liquidity and Capital Resources
  below. If we achieve financing that is less than that required to pursue our
  stated plan of operations, then we will scale back our plan of operations to
  concentrate solely on the product development phase of our plan of operations.
  In this event, we will pursue product development to the extent of our financial
  resources.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that
  have or are reasonably likely to have a current or future effect on our financial
  condition, changes in financial condition, revenues or expenses, results of
  operations, liquidity, capital expenditures or capital resources that is material
  to investors.

RESULTS OF OPERATIONS

Revenues

We have not earned any revenues from sales of our products
  to date. During the fiscal year ended June 30, 2003 we recorded as revenue the
  300,000 restricted shares of Balsam (the Shares) we received in
  connection with the extension of our licensing agreement with Balsam. The market
  value of the Shares was recorded at $63,000.

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

Page 15 of 31

---

Operating Expenses

Our operating expenses decreased to $268,141 for the year
  ended June 30, 2003, compared to operating expenses of $840,330 for the period
  ended June 30, 2002. Operating expenses for the years ended June 30, 2003 and
  June 30, 2002 included the following expenses:

|Operating Expenses          | Year Ended
      June 30, 2003 | Year Ended
      June 30, 2002
|--------------------------- | ------------------------------ | ------------------------------
|Professional Fees:          | $21,500                        | $45,000                       
|Product Development:        | -                              | $11,325                       
|Management Fees:            | $55,500                        | $102,000                      
|Office Expenses:            | $13,000                        | $49,000                       
|Patent Related Fees:        | -                              | $7,500                        
|Consulting Fees             | $78,500                        | -                             
|Interest Expense            | $23,000                        | -                             
|Stock Compensation Expense: | -                              | $624,000                      
|Total                       | $191,500                       | $840,330                      

The increased operating expenses during the year ended June
  30, 2002 were not reflective of increased product development activities during
  the year. Operating expenses during the year ended June 30, 2002 decreased to
  $216,330 net of stock compensation expenses of $624,000 in respect of options
  exercised during the year ended June 30, 2002.

Office expenses include rent expenses for the years ended
  June 30, 2003 and 2002 of $0 and $45,600, respectively. Rent expense since inception
  through June 30, 2003 totaled $85,720.

Net Loss

We recorded a net loss of $225,141 for the year ended June
  30, 2003, compared to a net loss of $840,330 for the year ended June 30, 2002.
  Our net loss was comprised entirely of operating expenses.

LIQUIDITY AND FINANCIAL CONDITION

We presently have cash on hand of $357 as at December 31,
  2003. We had a working capital deficit of $123,298 as at December 31, 2003.

We were dependent on loans from certain of our shareholders
  during the year ended June 30, 2003 to finance our business operations. Loans
  from shareholders decreased to $326 as at June 30, 2003 from $143,928 as at
  June 30, 2002. These loans are outstanding as demand loans with no fixed date
  for repayment. There is no assurance that we will be able to obtain any additional
  loans from shareholders. Accrued but unpaid consultant fees payable to our president,
  Mr. Bruce Leitch, decreased to $23,640 as at June 30, 2003 from $202,140 as
  at June 30, 2002. In 2003, amounts due to Mr. Leitch for consulting services
  rendered totaling $137,510 were transferred to third parties to settle debts
  of Mr. Leitch, which were subsequently converted into convertible notes, as
  described below.

In June 2003, we issued the Convertible Notes pursuant to
  Regulation S of the Securities Act. We sold $82,500 of the Convertible Notes
  in exchange for cash and the remaining $467,500 of the Convertible Notes were
  issued to certain of our creditors as payment of amounts owed to the creditors.
  In connection with the Convertible Note offering, we issued to Mr. Leitch a
  Convertible Note in the principal amount of $96,490 in settlement of amounts
  owed to Mr. Leitch for accrued but unpaid consultant fees.

Our current monthly operating expenses are approximately $15,000
  per month. Our current cash reserves are only sufficient to enable us to operate
  for an additional one month. In addition, we require approximately $690,000
  in order to carry out our plan of operations over the next twelve months. Accordingly,
  we will immediately require additional financing if we are to continue as a
  going concern and to finance our business operations. We anticipate that any
  additional financing would be through the sales of our common stock or

Page 16 of 31

---

other equity-based securities. We are presently in the process
  of negotiating private placements of securities to raise working capital to
  finance its operations. However, we do not have any arrangements in place for
  the sale of any of our securities and there is no assurance that we will be
  able to raise the additional capital that we require to continue operations.
  In the event that we are unable to raise additional financing on acceptable
  terms, we intend to reduce our product development efforts and may implement
  additional actions to reduce expenditures.

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

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


The financial statements accompanying this annual report contemplate
  our continuation as a going concern. However, we have sustained substantial
  losses and are still in the development stage. Additional funding will be necessary
  to continue development and marketing of our product. We intend to arrange for
  the sale of additional shares of our common stock to obtain additional operating
  capital for at least the next twelve months. There can be no assurance that
  we will be able to raise the necessary capital to continue in business.

CRITICAL ACCOUNTING POLICIES

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

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

Intangibles

Intangible assets are amortized using the straight-line method
  over 10 years. In accordance with Statement of Financial Accounting Standards
  (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived
  Assets as circumstances dictate, we evaluate whether changes have occurred
  that would require revision of the remaining estimated lives of recorded long-lived
  assets, including intangibles, or render those assets not recoverable. If such
  circumstances arise, recoverability is determined by comparing the undiscounted
  net cash flows of long-lived assets to their respective carrying values. The
  amount of impairment, if any, is measured based on the projected discounted
  cash flows using an appropriate discount rate. At this time, we believe that
  no significant impairment of intangibles, has occurred and that no reduction
  of the estimated useful lives of such assets is warranted.

Page 17 of 31

---

RISKS RELATED TO OUR BUSINESS

WE MAY NOT BE ABLE TO CONTINUE OUR BUSINESS AS A GOING CONCERN

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

WE REQUIRE ADDITIONAL FINANCING TO CONTINUE OUR PLAN OF OPERATIONS

Our plan of operations calls for significant expenses in connection
  with the development of our Cool Can product. Our current operating funds are
  insufficient to complete our plan of operations which will require an estimated
  $690,000 to be spent over the next 12 months developing and marketing a prototype
  of our Cool Can product in order to accomplish our goals. As of December 31,
  2003, we had cash in the amount of $357. Therefore, we will need to obtain additional
  financing in order to complete our prototype development. We will also require
  additional financing if the costs of our Cool Can product development are greater
  than anticipated. There is no assurance that actual cash requirements will not
  exceed our estimates. In particular, additional capital may be required in the
  event that:

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

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

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

OUR PRODUCT DEVELOPMENT PROGRAM MAY NOT BE SUCCESSFUL

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

IF WE ARE UNABLE TO ACHIEVE MARKET ACCEPTANCE FOR OUR PRODUCTS,
  WE WILL BE UNABLE TO BUILD OUR BUSINESS

To date, we have entered into only one licensing agreement
  with respect to our Cool Can proprietary technology. Our success will depend
  on the acceptance of our Cool Can technology by the beverage

Page 18 of 31

---

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

WE HAVE A LIMITED OPERATING HISTORY

We have a relatively short operating history and we are involved
  in a rapidly evolving and unpredictable industry. As of December 31, 2003 we
  had a working capital deficit of $123,298. We will need to generate significant
  revenues to achieve profitability, which may not occur. We expect operating
  expenses to increase as a result of the further implementation of our business
  plan. Even if we achieve profitability, we may be unable to sustain or increase
  profitability on a quarterly or annual basis in the future. It is possible that
  we will never achieve profitability.

Page 19 of 31

---

ITEM 7. FINANCIAL STATEMENTS.

|                                                     | Page | 
|---------------------------------------------------- | ---- | 
|                                                     |      | 
|Report of Independent Certified Public Accountants   | F-2  | 
|                                                     |      | 
|Financial Statements                                 |      | 
|                                                     |      | 
|Balance Sheets as of June 30, 2003
      and 2002    | F-3  | 
|                                                     |      | 
|Statements of Operations                             |      | 
|For the years ended June 30, 2003
      and 2002     |      | 
|And cumulative from inception to
      June 30, 2003 | F-4  | 
|                                                     |      | 
|Statements of Stockholders
      Equity             |      | 
|For the years ended June 30, 2003
      and 2002     |      | 
|and cumulative from Inception to
      June 30, 2003 | F-5  | 
|                                                     |      | 
|Statements of Cash Flows                             |      | 
|For the years ended June 30, 2003
      and 2002     |      | 
|and cumulative from Inception to
      June 30, 2003 | F-6  | 
|                                                     |      | 
|Notes to Financial Statements                        | F-7  | 

Page 20 of 31

---

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

FINANCIAL REPORT

JUNE 30, 2003



F-1

---



REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders 
  Cool Can Technologies, Inc.

We have audited the accompanying balance sheets of Cool Can Technologies,
  Inc., a Minnesota corporation, (a development stage company) as of June 30,
  2003 and 2002, and the related statements of operations, stockholders
  deficit and cash flows for the years then ended and the period from inception
  (April 1, 1998) through June 30, 2003. These financial statements are the responsibility
  of the Companys management. Our responsibility is to express an opinion
  on these financial statements based on our audits.

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

In our opinion, the financial statements present fairly, in all material respects,
  the financial position of Cool Can Technologies, Inc. as of June 30, 2003 and
  2002, and the results of its operations and its cash flows for the years then
  ended and the period from inception (April 1, 1998) through June 30, 2003, in
  conformity with accounting principles generally accepted in the United States
  of America.

The accompanying financial statements have been prepared assuming the Company
  will continue as a going concern. As discussed in Notes 1 and 11 to the financial
  statements, the Company is in the development stage; planned principal operations
  have not yet commenced. Successful continued development of the Company is dependent
  upon its ability to obtain additional financing through contributions of equity
  capital and/or debt issuance. These factors raise substantial doubt about its
  ability to continue as a going concern. The financial statements do not include
  any adjustments that might result from the outcome of this uncertainty.

VIRCHOW, KRAUSE & COMPANY, LLP

"VIRCHOW, KRAUSE & COMPANY, LLP"

Minneapolis, Minnesota 
  March 3, 2004

F-2

---

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

BALANCE SHEETS
  June 30, 2003 and 2002

|                                                                            |   | 2003       |   |   | 2002       |  
|--------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|ASSETS                                                                      |  
|                                                                            |   |            |   |   |            |  
|CURRENT ASSETS:                                                             |   |            |   |   |            |  
|Cash                                                                        | $ | 55,043     |   | $ | -          |  
|Convertible notes
      subscription receivable                             |   | 10,000     |   |   |            |  
|Available-for-sale
      securities                                         |   | 15,000     |   |   | -          |  
|                                                                            |   |            |   |   |            |  
|Total
      Current Assets                                                  |   | 80,043     |   |   | -          |  
|                                                                            |   |            |   |   |            |  
|INTANGIBLES, NET                                                            |   | 14,400     |   |   | 36,800     |  
|                                                                            | $ | 94,443     |   | $ | 36,800     |  
|                                                                            |   |            |   |   |            |  
|                                                                            |   |            |   |   |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                       |  
|                                                                            |   |            |   |   |            |  
|CURRENT LIABILITIES:                                                        |   |            |   |   |            |  
|Accounts payable                                                            | $ | 78,619     |   | $ | 78,604     |  
|Accounts payable,
      stockholder                                         |   | 23,640     |   |   | 202,140    |  
|Due to stockholders                                                         |   | 326        |   |   | 143,928    |  
|Accrued interest                                                            |   | 22,685     |   |   | -          |  
|Total
      Current Liabilities                                             |   | 125,270    |   |   | 424,672    |  
|                                                                            |   |            |   |   |            |  
|CONVERTIBLE NOTES, NET OF ORIGINAL ISSUE DISCOUNT                           |   | 80,186     |   |   | -          |  
|                                                                            |   |            |   |   |            |  
|STOCKHOLDERS DEFICIT:                                                      |   |            |   |   |            |  
|Preferred stock,
      no par value, 50,000,000 shares authorized,          |   |            |   |   |            |  
|none
      issued or outstanding                                            |   | -          |   |   | -          |  
|Common stock, no
      par value, 100,000,000 shares authorized,            |   |            |   |   |            |  
|19,352,966
      and 19,352,966 shares issued and outstanding, respectively |   | 664,769    |   |   | 664,769    |  
|Additional paid
      in capital                                            |   | 1,054,000  |   |   | 504,000    |  
|Deficit accumulated
      during the development stage                      |   | (1,781,782 | ) |   | (1,556,641 | )
|Accumulated other
      comprehensive loss                                  |   | (48,000    | ) |   | -          |  
|                                                                            |   | (111,013   | ) |   | (387,872   | )
|                                                                            |   |            |   |   |            |  
|                                                                            | $ | 94,443     |   | $ | 36,800     |  

See Notes to Financial Statements.

F-3

---

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

STATEMENTS OF OPERATIONS

|                                                 |   |            |   |   |            |   |   | Period From     |  
|------------------------------------------------ | - | ---------- | - | - | ---------- | - | - | --------------- | -
|                                                 |   |            |   |   |            |   |   | Inception       |  
|                                                 |   |            |   |   |            |   |   | (April 1, 1998) |  
|                                                 |   | Year Ended |   |   | Year Ended |   |   | Through         |  
|                                                 |   | June 30,   |   |   | June 30,   |   |   | June 30,        |  
|                                                 |   | 2003       |   |   | 2002       |   |   | 2003            |  
|                                                 |   |            |   |   |            |   |   |                 |  
|Revenues                                         | $ | 63,000     |   | $ | -          |   | $ | 63,000          |  
|                                                 |   |            |   |   |            |   |   |                 |  
|Administrative pre-opening and                   |   |            |   |   |            |   |   |                 |  
|development expenses                             |   | (268,141   | ) |   | (216,330   | ) |   | (1,200,782      | )
|Impairment of intangible                         |   | (20,000    | ) |   | -          |   |   | (20,000         | )
|Stock compensation expense                       |   | -          |   |   | (624,000   | ) |   | (624,000        | )
|                                                 |   |            |   |   |            |   |   |                 |  
|Net loss                                         |   | (225,141   | ) |   | (840,330   | ) |   | (1,781,782      | )
|                                                 |   |            |   |   |            |   |   |                 |  
|Unrealized loss on available-for-sale securities |   | (48,000    | ) |   | 0          |   |   | (48,000         | )
|                                                 |   |            |   |   |            |   |   |                 |  
|Comprehensive loss                               | $ | (273,141   | ) | $ | (840,330   | ) | $ | (1,829,782      | )
|                                                 |   |            |   |   |            |   |   |                 |  
|Basic loss per common share                      | $ | (.01       | ) | $ | (.04       | ) | $ | (.11            | )
|                                                 |   |            |   |   |            |   |   |                 |  
|Diluted loss per common share                    | $ | (.01       | ) | $ | (.04       | ) | $ | (.11            | )
|                                                 |   |            |   |   |            |   |   |                 |  
|Weighted average outstanding shares              |   | 19,352,966 |   |   | 18,916,528 |   |   | 16,717,051      |  

See Notes to Financial Statements.

F-4

---

COOL CAN TECHNOLOGIES, INC. 
  (A Development Stage Company) 
  STATEMENTS OF STOCKHOLDERS DEFICIT

|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   | Deficit     |  
|------------------------------------------------------------------- | ------------------ |  | - | ------- |  | - | ---------- |  | - | ------------ |  | - | ------------- | - | - | ----------- | - | - | ----------- | -
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   | Accumulated |   |   | Accumulated |  
|                                                                    |                    |  |   |         |  |   | Additional |  |   | Amount       |  |   | Stock         |   |   | Other       |   |   | During the  |  
|                                                                    | Common
      Stock |  |   | Paid In |  |   | Per        |  |   | Subscription |  |   | Comprehensive |   |   | Development |  
|                                                                    | Shares             |  |   | Amount  |  |   | Capital    |  |   | Share        |  |   | Receivable    |   |   | Loss        |   |   | Stage       |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Balance, April 1, 1998                                              | -                  |  | $ | -       |  | $ | -          |  | $ |              |  | $ |               |   | $ | -           |   | $ |             |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Net loss                                                            | -                  |  |   | -       |  |   | -          |  |   |              |  |   | -             |   |   | -           |   |   | (6,345      | )
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Balance, June 30, 1998                                              | -                  |  |   | -       |  |   | -          |  |   |              |  |   | -             |   |   | -           |   |   | (6,345      | )
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Shares issued for cash - July and August 1998                       | 17,820,000         |  |   | 17,820  |  |   | -          |  |   | .001         |  |   | -             |   |   | -           |   |   | -           |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Shares issued for  cash - September 1998                            | 200,000            |  |   | 100,000 |  |   | -          |  |   | .50          |  |   | -             |   |   | -           |   |   | -           |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Shares issued for cash - April 1999                                 | 36,820             |  |   | 55,230  |  |   | -          |  |   | 1.50         |  |   | -             |   |   | -           |   |   | -           |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Shares issued for receivable - April 1999                           | 71,146             |  |   | 106,719 |  |   | -          |  |   | 1.50         |  |   | (106,719      | ) |   | -           |   |   | -           |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Payment on receivable                                               | -                  |  |   | -       |  |   | -          |  |   |              |  |   | 106,719       |   |   | -           |   |   | -           |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Net loss                                                            | -                  |  |   | -       |  |   | -          |  |   |              |  |   | -             |   |   | -           |   |   | (228,505    | )
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Balance, June 30, 1999                                              | 18,127,966         |  |   | 279,769 |  |   | -          |  |   |              |  |   | -             |   |   | -           |   |   | (234,850    | )
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Net loss                                                            | -                  |  |   | -       |  |   | -          |  |   |              |  |   | -             |   |   | -           |   |   | (174,236    | )
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Balance, June 30, 2000                                              | 18,127,966         |  |   | 279,769 |  |   | -          |  |   |              |  |   | -             |   |   | -           |   |   | (409,086    | )
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Net loss                                                            | -                  |  |   | -       |  |   | -          |  |   |              |  |   | -             |   |   | -           |   |   | (307,225    | )
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Balance, June 30, 2001                                              | 18,127,966         |  |   | 279,769 |  |   | -          |  |   |              |  |   | -             |   |   | -           |   |   | (716,311    | )
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Shares issued for stockholder debt - October 2001                   | 500,000            |  |   | 275,000 |  |   | -          |  |   | .55          |  |   | -             |   |   | -           |   |   | -           |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Shares issued for  cash - October 2001                              | 125,000            |  |   | 50,000  |  |   | -          |  |   | .40          |  |   | -             |   |   | -           |   |   | -           |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Shares issued for stockholder debt - November 2001                  | 500,000            |  |   | 50,000  |  |   | -          |  |   | .10          |  |   | -             |   |   | -           |   |   | -           |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Shares issued for accounts payable - November 2001                  | 100,000            |  |   | 10,000  |  |   | -          |  |   | .10          |  |   | -             |   |   | -           |   |   | -           |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Stock option compensation expense                                   | -                  |  |   | -       |  |   | 504,000    |  |   |              |  |   | -             |   |   | -           |   |   | -           |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Net loss                                                            | -                  |  |   | -       |  |   | -          |  |   |              |  |   | -             |   |   | -           |   |   | (840,330    | )
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Balance, June 30, 2002                                              | 19,352,966         |  |   | 664,769 |  |   | 504,000    |  |   |              |  |   |               |   |   | -           |   |   | (1,556,64   |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   | -             |   |   |             |   |   |             |  
|Beneficial conversion of convertible notes issued                   | -                  |  |   | -       |  |   | 550,000    |  |   |              |  |   | -             |   |   | -           |   |   | -           |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Net loss                                                            | -                  |  |   | -       |  |   | -          |  |   | -            |  |   | -             |   |   | -           |   |   | (225,141    | )
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Other  comprehensive loss on available -  for-sale
      securities | -                  |  |   | -       |  |   | -          |  |   | -            |  |   | -             |   |   | (48,000     | ) |   | -           |  
|                                                                    |                    |  |   |         |  |   |            |  |   |              |  |   |               |   |   |             |   |   |             |  
|Balance, June 30, 2003                                              | 19,352,966         |  | $ | 664,769 |  | $ | 1,054,000  |  | $ | -            |  | $ | -             |   | $ | (48,000     | ) | $ | (1,781,782  | )

See Notes to Financial Statements.

F-5

---

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

STATEMENTS OF CASH FLOWS

|                                                       |   |            |   |   |            |   |   | Period From     |  
|------------------------------------------------------ | - | ---------- | - | - | ---------- | - | - | --------------- | -
|                                                       |   |            |   |   |            |   |   | Inception       |  
|                                                       |   |            |   |   |            |   |   | (April 1, 1998) |  
|                                                       |   | Year Ended |   |   | Year Ended |   |   | Through         |  
|                                                       |   | June 30,   |   |   | June 30,   |   |   | June 30,        |  
|                                                       |   | 2003       |   |   | 2002       |   |   | 2003            |  
|                                                       |   |            |   |   |            |   |   |                 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                  |   |            |   |   |            |   |   |                 |  
|Net loss                                               | $ | (225,141   | ) | $ | (840,330   | ) | $ | (1,781,782      | )
|Amortization expense                                   |   | 2,400      |   |   | 2,400      |   |   | 9,600           |  
|Compensation expense,
      options to nonemployees    |   | -          |   |   | 504,000    |   |   | 504,000         |  
|Receipt
      of available-for-sale securities for     |   |            |   |   |            |   |   |                 |  
|agreement
      extension                              |   | (63,000    | ) |   |            |   |   | (63,000         | )
|Excess
      of fair value of common stock issued over |   |            |   |   |            |   |   |                 |  
|carrying
      amount of debt                          |   | -          |   |   | 120,000    |   |   | 120,000         |  
|Amortization of
      original issue discount          |   | 80,186     |   |   | -          |   |   | 80,186          |  
|Impairment loss
      on intangibles                   |   | 20,000     |   |   | -          |   |   | 20,000          |  
|Increase in accounts
      payable                     |   | 58,811     |   |   | 16,719     |   |   | 147,415         |  
|Increase in accrued
      interest                     |   | 22,685     |   |   |            |   |   | 22,685          |  
|Increase in accounts
      payable, stockholders       |   | 55,500     |   |   | 93,500     |   |   | 257,640         |  
|Increase in due
      to stockholders                  |   | 21,102     |   |   | -          |   |   | 21,102          |  
|                                                       |   | (27,457    | ) |   | (103,711   | ) |   | (662,154        | )
|                                                       |   |            |   |   |            |   |   |                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |   |            |   |   |            |   |   |                 |  
|Purchase of intangibles                                |   | -          |   |   | -          |   |   | (44,000         | )
|                                                       |   |            |   |   |            |   |   |                 |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |   |            |   |   |            |   |   |                 |  
|Issuance of common
      stock                         |   | -          |   |   | 50,000     |   |   | 329,769         |  
|Net proceeds from
      due to stockholders            |   | -          |   |   | 52,196     |   |   | 348,928         |  
|Issuance of convertible
      notes                    |   | 82,500     |   |   | -          |   |   | 82,500          |  
|                                                       |   | 82,500     |   |   | 102,196    |   |   | 761,197         |  
|Increase
      (decrease) in cash                      |   | 55,043     |   |   | (1,515     | ) |   | 55,043          |  
|Cash:                                                  |   |            |   |   |            |   |   |                 |  
|Beginning                                              |   | -          |   |   | 1,515      |   |   | -               |  
|                                                       |   |            |   |   |            |   |   |                 |  
|Ending                                                 | $ | 55,043     |   | $ |            |   | $ | 55,043          |  
|                                                       |   |            |   |   |            |   |   |                 |  
|SUPPLEMENTAL CASH FLOWS INFORMATION:                   |   |            |   |   |            |   |   |                 |  
|                                                       |   |            |   |   |            |   |   |                 |  
|Cash paid for interest                                 | $ | 686        |   | $ | 0          |   | $ | 686             |  
|                                                       |   |            |   |   |            |   |   |                 |  
|NONCASH INVESTING AND FINANCING ACTIVITIES:            |   |            |   |   |            |   |   |                 |  
|                                                       |   |            |   |   |            |   |   |                 |  
|Stock issued for
      amount due to stockholders      | $ | -          |   | $ | 205,000    |   | $ | 205,000         |  
|                                                       |   |            |   |   |            |   |   |                 |  
|Stock issued for
      accounts payable                | $ | -          |   | $ | 10,000     |   | $ | 10,000          |  
|                                                       |   |            |   |   |            |   |   |                 |  
|Conversion of accounts
      payable, stockholders and |   |            |   |   |            |   |   |                 |  
|due
      to stockholders and issuance of subscription |   |            |   |   |            |   |   |                 |  
|receivable
      for convertible notes                 | $ | 467,500    |   | $ | -          |   | $ | 467,500         |  

See Notes to Financial Statements.

F-6

---

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

NOTES TO FINANCIAL STATEMENTS

|Note 1. | Nature of Business and Summary of Significant Accounting Policies:
      Organization and activities:
      The Company was incorporated on April 1, 1998 in the state of Minnesota.
        The Company was formed to act as a holding company for manufacturing companies
        and since inception, has devoted its efforts to raising capital and pre-opening
        activities. The Company owns a patent for a self-chilling beverage container
        and parts therefore.
      The Company is considered to be in the development stage and the accompanying
        financial statements represent those of a development stage enterprise,
        and therefore, are subject to the usual business risks of development
        stage companies. The Company has had no operations. Research and development
        costs are expensed as incurred.
      A summary of the Companys significant accounting policies follows:
      Income taxes:
      Deferred taxes are provided on the liability method whereby deferred
        tax assets are recognized for deductible temporary differences and operating
        loss and tax credit carryforwards and deferred tax liabilities are recognized
        for taxable temporary differences. Temporary differences are the differences
        between the reported amounts of assets and liabilities and their tax basis.
        Deferred tax assets are reduced by a valuation allowance when, in the
        opinion of management, it is more likely than not that some portion or
        all of the deferred tax assets will not be realized. Deferred tax assets
        and liabilities are adjusted for the effects of changes in tax laws and
        rates on the date of the enactment.
      Intangibles:
      Intangible assets (Note 6) are amortized using the straight-line method
        over 10 years. In accordance with Statement of Financial Accounting Standards
        (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived
        Assets as circumstances dictate, the Company evaluates whether changes
        have occurred that would require revision of the remaining estimated lives
        of recorded long-lived assets, including intangibles, or render those
        assets not recoverable. If such circumstances arise, recoverability is
        determined by comparing the undiscounted net cash flows of long-lived
        assets to their respective carrying values. The amount of impairment,
        if any, is measured based on the projected discounted cash flows using
        an appropriate discount rate. At this time, the Company believes that
        no significant impairment of the remaining intangibles, has occurred and
        that no reduction of the estimated useful lives of such assets is warranted
        (see Note 6). Amortization expense for each of the years ended June 30,
        2003 and 2002 was $2,400 and accumulated amortization was $9,600 and $7,200,
        respectively. Estimated amortization expense is $2,400 for each of the
        next five years.
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-7

---

|Note 1. | Nature of Business and Summary of Significant Accounting Policies (continued):
      Stock-based compensation:
      The Company applies Accounting Principles Board (APB) Opinion 25 Accounting
        for Stock Issued to Employees and related Interpretations in accounting
        for its stock options. Accordingly, no compensation cost has been recognized
        for stock options issued to employees for the years ended June 30, 2003
        and 2002 or the period from inception through June 30, 2003. Stock options
        and warrants issued to nonemployees are recorded at fair value, as required
        by SFAS No. 123, using the Black Scholes pricing model.
      Had compensation costs for the Company's stock options been determined
        based on the fair value at the grant dates consistent with the method
        of SFAS No. 123, the Company's net loss and loss per common share would
        have been changed to the pro forma amounts indicated below:
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |                                         |   | 2003     |   |   | 2002     |  
| |  | --------------------------------------- | - | -------- | - | - | -------- | -
| |  |                                         |   |          |   |   |          |  
| |  | Net loss                                | $ | (225,141 | ) | $ | (840,330 | )
| |  | Pro forma net loss                      |   | (225,141 | ) |   | (888,330 | )
| |  |                                         |   |          |   |   |          |  
| |  | Stock based compensation                |   |          |   |   |          |  
| |  | As
      reported                       |   | 0        |   |   | 504,000  |  
| |  | Pro
      forma                         |   | 0        |   |   | 48,000   |  
| |  |                                         |   |          |   |   |          |  
| |  | Basic and diluted loss per common share |   |          |   |   |          |  
| |  | As
      reported                       | $ | (.01     | ) | $ | (.04     | )
| |  | Pro
      forma                         | $ | (.01     | ) | $ | (.05     | )

| | The fair value of each option was estimated using the Black-Scholes option-pricing
      model with the following assumptions for the years ended June 30, 2003 and
      2002:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | Loss per common share:
      Loss per share is computed based on the weighted average number of common
        shares outstanding. Potential issuances that would reduce loss per common
        share are considered anti-dilutive and are excluded from the computation.
      Advertising:
      Advertising costs, if any, are expensed as they occur. Advertising costs
        were $0 for 2003 and 2002 respectively, and $14,662 for the period from
        inception through June 30, 2003.
      Comprehensive loss:
      SFAS No. 130 Reporting Comprehensive Income establishes
        standards for reporting and presentation of comprehensive income and its
        components in a full set of financial statements. Comprehensive loss consists
        of the Companys net loss and unrealized loss on available-for-sale
        securities and is presented in the statements of operations and comprehensive
        loss. Statement 130 only requires additional disclosure in the financial
        statements, it does not affect the Companys financial position or
        results of operations.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-8

---

|Note 1. | Nature of Business and Summary of Significant Accounting Policies (continued):
      Estimates and assumptions:
      The preparation of the financial statements in conformity with accounting
        principles generally accepted in the United States of America requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the financial statements and revenues and
        expenses during the reporting period. Significant estimates include the
        valuation of stock issued. Actual results could differ from these estimates.
      Start-up costs:
      Start-up costs incurred in connection with start-up activities are charged
        to expense as incurred.
      Carrying value of financial instruments:
      The carrying value of the Companys financial instruments approximates
        fair value at June 30, 2003 and 2002.
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Note 2. | Income Taxes:
      For income tax purposes, pre-opening costs are generally deferred and
        amortized to expense in future tax returns. Accordingly, the Company has
        no tax loss carryforwards. For financial reporting purposes, realization
        of the value of book vs. tax temporary differences is dependent upon the
        Company generating sufficient taxable income in future years. Because
        of the development stage nature of the Company, lack of operating history
        and potential future stock sales (which may limit the value of loss carryforwards)
        management has eliminated the deferred tax value of pre-opening costs
        by a valuation allowance.
      The provision (benefit) for income taxes differs from the amount computed
        by applying the U.S. federal income tax rate to loss before income taxes
        as follows:                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |  |                                          |   | 2003    |   |   | 2002     |  
| |  | ---------------------------------------- | - | ------- | - | - | -------- | -
| |  |                                          |   |         |   |   |          |  
| |  | Expected tax (benefit) at statutory rate | $ | (80,550 | ) | $ | (298,000 | )
| |  | State tax effects                        |   | (15,075 | ) |   | (55,000  | )
| |  | Effect of graduated federal rates        |   | -       |   |   | 4,500    |  
| |  | Increase in valuation allowance          |   | 95,625  |   |   | 348,500  |  
| |  |                                          | $ | -       |   | $ | -        |  

| | Tax law provides for limitation on the use of future loss carryovers
        should significant ownership changes occur.
      The following is a summary of deferred taxes:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |                           |   | 2003     |   |   | 2002     |  
| |  | ------------------------- | - | -------- | - | - | -------- | -
| |  |                           |   |          |   |   |          |  
| |  | Deferred tax assets:      |   |          |   |   |          |  
| |  | Pre-opening costs         | $ | 733,625  |   | $ | 638,000  |  
| |  | Valuation
      allowance |   | (733,625 | ) |   | (638,000 | )
| |  |                           | $ | -        |   | $ | -        |  

|Note 3. | Stockholders Equity:
      The Board of Directors have the power and authority to fix by resolution
        any designation, class, series, voting power, preference, right, qualification,
        limitation, restriction, dividend, time and place of redemption, and conversion
        right with respect to any stock of the corporation.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-9

---

|Note 4. | Related Party Transactions:
      The Company currently has a consulting arrangement with an officer/stockholder.
        Such consulting fees totaled $55,500 and $102,000 for the years ended
        June 30, 2003 and 2002, respectively. Consulting fees from inception through
        June 30, 2003 totaled $438,000. In 2003, amounts due to the officer/stockholder
        for consulting services rendered totaling $137,510 were transferred to
        third parties to settle debts of the officer/stockholder (which were subsequently
        converted into convertible notes, and $96,490 was converted into convertible
        notes by the officer/stockholder (Note 10). The balance due to the officer/stockholder
        at June 30, 2003 and 2002 was $23,640 and $202,140, respectively. Amounts
        due to the officer/ stockholder are unsecured, non-interest bearing, and
        due on demand.
      The Company received services from various stockholders. In 2003, amounts
        due to the stockholders for loans received totaled $144,704, plus an additional
        $20,000 in consulting fees, such that a total of $164,704 were converted
        into convertible notes (Note 10). The advances are unsecured, non-interest
        bearing, and due on demand. The balance due to the various stockholders
        was $326 and $143,928 as of June 30, 2003 and 2002, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Note 5. | Available-for-sale Securities:
      The Company records available-for-sale securities at the
        lower of cost or market value.
      In 2003, the Company received securities valued at $63,000. The securities
        consist of 300,000 shares of Balsam Ventures, Inc. The market value of
        the securities decreased to $15,000 as of June 30, 2003. Accordingly,
        the Company recorded an unrealized loss on available-for-sale securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Note 6. | Intangibles:
      A United States patent for a self-chilling beverage container and
        parts therefore was obtained by a founding stockholder on March 11,
        1997. During 1998, the patent and patent holder rights thereunder were
        sold to the Company for $1. Subsequent costs in June 1999 of $24,000 to
        file foreign patent applications have been similarly capitalized.
      In April 2001, the Company acquired a patent pending from certain stockholders
        which expands on the above patent. The acquisition agreement required
        the payment by the Company to the stockholders of $20,000. In addition,
        the Company was to issue to the stockholders: (i) 150,000 shares of the
        Companys common stock upon the grant of a patent in connection with
        the acquired patent pending; and (ii) an additional 90,000 shares for
        each country in respect of which the Company grants a license of the acquired
        technology, for the first ten countries, and 60,000 shares for each additional
        country, to a maximum of 1,500,000 shares under the acquisition agreement.
        The Company was to also pay an ongoing royalty to the stockholders based
        on sales of products incorporating the technology as follows: (i) 4.5%
        of gross profits achieved by the Company on products incorporating the
        technology; and (ii) 15% of any licensing revenues or royalty payments
        earned by the Company on licenses of the acquired technology. The Company
        had agreed to use its best efforts to commercialize the acquired technology
        and to apply to the United States Patent Office for a grant of a patent
        relating to the patent pending. The agreement was cancelled due to the
        Companys default under the agreement on June 14, 2003 as such, an
        impairment loss of $20,000 was recorded for the year ended June 30, 2003.

F-10

---

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

| |  |                                                           |                 |   |   | Weighted             | 
| |  | --------------------------------------------------------- | --------------- | - | - | -------------------- | 
| |  |                                                           | Number          |   |   | Average              | 
| |  |                                                           | of
      Shares |   |   | Exercise
      Price | 
| |  |                                                           |                 |   |   |                      | 
| |  | Under option, June 30, 2001                               | 3,550,000       |   | $ | 1.50                 | 
| |  | Granted                                                   | 600,000         |   |   | .10                  | 
| |  | Exercised
       conversion of debt and accounts payable | (1,100,000      | ) |   | .30                  | 
| |  | Cancelled                                                 | (550,000        | ) |   | .60                  | 
| |  |                                                           |                 |   |   |                      | 
| |  | Under option, June 30, 2002                               | 2,500,000       |   |   | .53                  | 
| |  | Expired                                                   | (2,000,000      | ) |   | .44                  | 
| |  | Cancelled                                                 | (500,000        | ) | $ | .60                  | 
| |  |                                                           |                 |   |   |                      | 
| |  | Under option, June 30, 2003                               | 0               |   |   |                      | 

|        | During the year ended June 30, 2002, based on the decrease in the market
      price of the Companys common stock, the Company repriced its stock
      options. There has been no accounting consequence or compensation as of
      June 30, 2002 for the options repriced. All options have been cancelled
      or expired during the year ended June 30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note 8. | Commitments:
      The Company rented 2,875 square feet of office space in Calabasas, California
        under terms of an operating lease which called for monthly rentals of
        approximately $4,750 through October 2005. The Company vacated the premises
        and the space was subsequently leased to another tenant. Rent expense
        for the years ended June 30, 2003 and 2002 was $0 and $45,600, respectively.
        Rent expense since inception through June 30, 2003 totaled $85,720.                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note 9. | License Agreement:
      The Company has entered into an exclusive licensing agreement (the "Agreement")
        with Balsam Ventures, Inc. ("Balsam"), dated for reference November 30,
        2003, granting Balsam the exclusive right and license (the License),
        for a period of 40 years, to use, commercialize and exploit the Companys
        proprietary trademarks, patents, process information, technical information,
        designs and drawings associated with the Companys self-chilling
        beverage container technology (the "Technology") including the right to
        manufacture, use and sell apparatus and products embodying the Technologywithin the countries comprising the European Union and the Republic
        of China. Balsam also has the right to sub-license the right to manufacture,
        use and sell products embodying the Technology.

F-11

---

|Note 9. | License Agreement (continued):
      The consideration for the Agreement is as follows:
|------- | ---------------------------------------------------------------------------------------

| | 1. | Balsam must issue to the Company 5,000,000 restricted shares
      of its common stock; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 2. | Balsam must pay the Company the following royalties: (a)
      a sales royalty equal to 2% of gross profits from sales of all apparatus
      incorporating the Technology and/or commercial goods or products incorporating
      the Technology, (b) a license royalty equal to 5% of revenues received by
      Balsam from sub-licensing the Technology, and (c) a minimum royalty payment
      of $5,000 per month commencing on January 15, 2006, which is to be credited
      towards all royalty payments under the Agreement that have been paid by
      Balsam or become payable by Balsam during the course of the Agreement.

|         | The Technology and the Company patents and trademarks included in the
      Technology remain the property of the Company subject to the terms of the
      License granted under the Agreement. However, Balsam has a right of first
      refusal to acquire the intellectual property subject to the Agreement should
      the Company seek to dispose of the Technology during the currency of the
      Agreement. The Agreement supercedes all prior arrangements and agreements
      between the Company and Balsam in respect of the Technology.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 10. | Convertible Notes:
      During the period from January through June 2003, the Company issued
        $550,000 of 10% convertible notes pursuant to Regulation S of the Securities
        Act of 1933. The convertible notes are due on or before December 31, 2005
        and the holder of the note has the right to convert the note into the
        Companys common stock at any time prior to the maturity date. The
        note is convertible at the lesser of $.001 or 50% of the average trading
        price of the Companys common stock for the 10 trading days preceding
        the date of conversion. The proceeds and conversion of accounts payable,
        accounts payable-stockholder and due to stockholders of $550,000 were
        allocated between the note and the beneficial conversion, which were valued
        using the Black Scholes pricing model. The resulting fair value of the
        beneficial conversion of the note payable into common stock as defined
        in Emerging Issues Task Force (EITF) 00-27 "Application of Issue No. 98-5
        to Certain Convertible Instruments", in the amount of $550,000 is being
        amortized over the life of the note using the straight-line method, which
        approximates the interest method. The entire proceeds were allocated to
        the beneficial conversion right. The notes may be converted at the holder's
        sole option. The Company may at its option elect to pay a portion of the
        interest due by issuing the Companys common stock as defined in
        the convertible note agreement. The fair value of the beneficial conversion
        is as follows:

| |  |                                                       |   | 2003     |  
| |  | ----------------------------------------------------- | - | -------- | -
| |  |                                                       |   |          |  
| |  | Proceeds and conversion of accounts payable, accounts |   |          |  
| |  | payable-stockholder
      and due to stockholders     | $ | 550,000  |  
| |  | Less: beneficial conversion                           |   | (469,814 | )
| |  |                                                       |   |          |  
| |  | Convertible notes, net of original                    |   |          |  
| |  | issue discount                                        | $ | 80,186   |  

|         | The convertible notes subscription receivable of $10,000 was collected
      during the months of July and August 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 11. | Companys Continued Existence:
      The accompanying financial statements have been prepared in conformity
        with accounting principles generally accepted in the United States of
        America, which contemplate continuation of the Company as a going concern.
        However, the Company has sustained substantial losses and is still in
        the development stage. Additional funding will be necessary to continue
        development and marketing of the product. The Company intends to arrange
        for the sale of additional shares of stock to obtain additional operating
        capital for at least the next twelve months. There can be no assurance
        the Company will be able to raise the necessary capital to continue in
        business.

F-12

---

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

None.

ITEM 8A.    CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we carried
  out an evaluation of the effectiveness of the design and operation of our disclosure
  controls and procedures as of June 30, 2003, being the date of our fiscal year
  end covered by this Annual Report. This evaluation was carried out under the
  supervision and with the participation of our Chief Executive Officer and Chief
  Financial Officer, Mr. Bruce Leitch. Based upon that evaluation, our Chief Executive
  Officer and Chief Financial Officer concluded that our disclosure controls and
  procedures are effective in timely alerting management to material information
  relating to us required to be included in our periodic SEC filings. There have
  been no significant changes in our internal controls or in other factors that
  could significantly affect internal controls subsequent to the date we carried
  out our evaluation.

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

During our fiscal year ended June 30, 2003, there were no
  changes in our internal control over financial reporting that have materially
  affected, or are reasonably likely to affect, our internal control over financial
  reporting.

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

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

Page 21 of 31

---

PART III

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

The following information sets forth the names of our officers
  and directors, their present positions with our company, and their biographical
  information.

| | Name of Director | Age | Position                                    
| | ---------------- | --- | --------------------------------------------
| |                  |     |                                             
| | Bruce T. Leitch  | 46  | President, Secretary, Treasurer and Director
| |                  |     |                                             
| | Jerry McNabb     | 59  | Director                                    

BRUCE T. LEITCH. Mr. Leitch has been our president
  and a director since our inception. Mr. Leitch was appointed as our secretary
  and treasurer on September 20, 2001. Mr. Leitch was president of Western Canada
  Beverage Corp., since 1992, and after its merger with Selkirk Springs International
  Corp. to form Canadian Glacier Beverage Corp. he was vice-president of the merged
  entity until its sale in April, 1998.

JERRY MCNABB. Mr. McNabb is one of our directors. Mr.
  McNabb was appointed as one of our directors on May 20, 1999. Mr. McNabb was
  formerly the president of BevOnline, Inc., and vice-president of Sawridge Waters,
  Inc., a bottled water business, from 1993 to 1999. Mr. McNabb was previously
  employed by the Coca-Cola Company and the Adolph Coors Company. Mr. McNabb is
  presently an independent consultant working exclusively in the beverage industry.

Committees of the Board Of Directors

We presently do not have an audit committee, compensation
  committee, nominating committee, an executive committee of our board of directors,
  stock plan committee or any other committees. However, our board of directors
  will consider establishing various committees during the current fiscal year.

Terms of Office

Our directors are appointed for one-year terms to hold office
  until the next annual general meeting of the holders of our Common Stock or
  until removed from office in accordance with our by-laws. Our officers are appointed
  by our board of directors and hold office until removed by our board of directors.

Code of Ethics

We adopted a Code of Ethics applicable to our Chief Executive
  Officer, Chief Financial Officer, Corporate Controller and certain other finance
  executives, which is a "code of ethics" as defined by applicable rules of the
  SEC. Our Code of Ethics is attached to this Annual Report on Form 10-KSB. If
  we make any amendments to our Code of Ethics other than technical, administrative,
  or other non-substantive amendments, or grant any waivers, including implicit
  waivers, from a provision of our Code of Ethics to our chief executive officer,
  chief financial officer, or certain other finance executives, we will disclose
  the nature of the amendment or waiver, its effective date and to whom it applies
  in a Current Report on Form 8-K filed with the SEC.

Page 22 of 31

---

Section 16(a) Beneficial Ownership Reporting Compliance

The following persons have failed to file, on a timely basis,
  the identified reports required by section 16(a) of the Exchange Act during
  the most recent fiscal year:

|                                     | Number  | Transactions | Known Failures    
|------------------------------------ | ------- | ------------ | ------------------
|                                     | Of Late | Not Timely   | To File a Required
|Name and Principal Position          | Reports | Reported     | Form              
|                                     |         |              |                   
|Bruce Leitch, Director and President | One     | One          | 0                 

ITEM 10.	EXECUTIVE COMPENSATION.

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers for all services rendered in all capacities to us for the fiscal period ended June 30, 2003.

|                |             | Annual Compensation |          | Long Term Compensation |              |           
|--------------- | ----------- | ------------------- | -------- | ---------------------- | ------------ | ----------
|                |             |                     |          |                        |              | Restricted
|                |             |                     |          |                        | Other Annual | Stock     
|Name            | Title       | Year                | Salary   | Bonus                  | Compensation | Awarded   
|                |             |                     |          |                        |              |           
|Bruce Leitch(1) | President,  | 2003                | $55,500  | Nil                    | Nil          | Nil       
|                | Secretary,  | 2002                | $102,000 | Nil                    | Nil          | Nil       
|                | Treasurer & | 2001                | $102,000 | Nil                    | Nil          | Nil       
|                | Director    |                     |          |                        |              |           

|(1) | Mr. Leitch has acted as a management consultant to
        our company and was paid under the arrangement the sum of $8,500 per month
        until September 30, 2002. As of January 1, 2003 Mr. Leitch received $5,000
        per month for his management consulting services provided to us.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 23 of 31

---

STOCK OPTION GRANTS

The following table sets forth information with respect to
  stock options granted to each of our directors and officers during our most
  recent fiscal year ended June 30, 2003:

|OPTION / SAR GRANTS IN LAST FISCAL
      YEAR
      (INDIVIDUAL GRANTS)
|-----------------------------------------------------------------------
|Name                                                                   
|Bruce Leitch, President, Secretary, Treasurer and Director             
|Jerry McNabb, Director                                                 

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

The following is a summary of the share purchase options exercised by our
  officers, directors and employees during the financial year ended June 30, 2003:

|AGGREGATED OPTION/SAR
      EXERCISES DURING THE LAST
      FINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES
|-----------------------------------------------------------------------------------------------------------------------
|Name                                                                                                                   
|Bruce Leitch, President, Secretary, Treasurer and Director                                                             
|Jerry McNabb, Director                                                                                                 

EMPLOYMENT CONTRACTS

Mr. Leitch, our President, has acted as a management consultant
  to our company and was paid under the arrangement the sum of $8,500 per month
  until September 30, 2002. As of January 1, 2003 Mr. Leitch received $5,000 per
  month for his management consulting services provided to our company.

Page 24 of 31

---

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information concerning
  the number of shares of our common stock owned beneficially as of April 12,
  2004 by: (i) each person (including any group) known to us to own more than
  five percent (5%) of any class of our voting securities, (ii) each of our directors,
  and (iii) officers and directors as a group. Unless otherwise indicated, the
  shareholders listed possess sole voting and investment power with respect to
  the shares shown.

|                |                               |                         |                
|--------------- | ----------------------------- | ----------------------- | ---------------
|                | Name and Address              | Amount and Nature       | Percentage of  
|Title of class  | of Beneficial Owner           | of Beneficial Ownership | Common Stock(1)
|                |                               |                         |                
|                |                               |                         |                
|                |                               |                         |                
|Common Stock    | Bruce Leitch                  | 96,507,000(2)           | 83.3%(2)       
|                | Director, President,          | Direct                  |                
|                | Secretary & Treasurer         |                         |                
|                | 698 Seymour Street, Suite 311 |                         |                
|                | Vancouver, British Columbia   |                         |                
|                |                               |                         |                
|Common Stock    | Jerry McNabb                  | -                       | 0%             
|                | Director                      |                         |                
|                | 698 Seymour Street, Suite 311 |                         |                
|                | Vancouver, British Columbia   |                         |                
|                |                               |                         |                
|Common Stock    | All Officers                  | 96,507,000(2)           | 83.3%(2)       
|                | and Directors as a            |                         |                
|                | Group (2 persons)             |                         |                
|                |                               |                         |                
|                |                               |                         |                
|                |                               |                         |                
|5% SHAREHOLDERS |                               |                         |                
|                |                               |                         |                
|                |                               |                         |                
|                |                               |                         |                
|Common Stock    | Delta Technologies Group Inc. | 2,500,000(3)            | 12.9%          
|                | 6155 Carpinteria Ave.         | Direct                  |                
|                | Carpinteria, CA 93013         |                         |                
|                |                               |                         |                
|Common Stock    | General Beverage Corp.        | 2,000,000(4)            | 10.3%          
|                | 6155 Carpinteria Ave.         | Direct                  |                
|                | Carpinteria, CA 93013         |                         |                
|                |                               |                         |                
|Common Stock    | David St. James               | 2,800,000(5)            | 14.5%          
|                | 1187 Coast Village Rd.        | Indirect                |                
|                | #1-414, Santa Barbara CA      |                         |                
|                | 93108                         |                         |                
|                |                               |                         |                
|Common Stock    | Melanie St. James             | 2,800,000(6)            | 14.5%          
|                | 163 Hot Springs Rd.           | Indirect                |                
|                | Montecito, CA 93108           |                         |                
|                |                               |                         |                

|(1) | Based on 19,352,966 shares of our common stock issued
        and outstanding as of April 12, 2004. Under Rule 13d-3, certain shares
        may be deemed to be beneficially owned by more than one person (if, for
        example, persons share the power to vote or the power to dispose of the
        shares). In addition, shares are deemed to be beneficially owned by a
        person if the person has the right to acquire the shares (for example,
        upon exercise of an option) within 60 days of the date as of which the
        information is provided. In computing the percentage ownership of any
        person, the amount of shares outstanding is deemed to include the amount
        of shares beneficially owned by such person (and only such person) by
        reason of these acquisition rights. As a result, the percentage of outstanding
        shares of any person as shown in this table does not necessarily reflect
        the persons actual ownership or voting power with respect to the
        number of shares of common stock actually outstanding on April 12, 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 25 of 31

---

|(2) | Consists of 17,000 shares held by Bruce
        Leitch and 96,490,000 shares that are immediately acquirable upon conversion
        of the Convertible Notes held by Mr. Leitch. Mr. Leitch holds Convertible
        Notes in the principal amount of $96,490. These Convertible Notes are
        convertible into 96,490,000 of our common shares which is in excess of
        our current authorized capital. We intend to increase our authorized capital
        to provide for the number shares exercisable upon conversion of the Convertible
        Notes.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(3) | Delta Technologies Group Ltd. is a private company
        controlled by David St. James, Melanie St. James and George Baxter.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(4) | General Beverage Corp. is a Nevada corporation.
        David St. James. is the largest shareholder of General Beverage Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(5) | Includes 300,000 shares held by David
        St. James and 2,500,000 shares in the name of Delta Technologies Group,
        Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(6) | Includes 300,000 shares held by Melanie
        St. James and 2,500,000 shares in the name of Delta Technologies Group,
        Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                   

Except as otherwise noted, it is believed by us that all persons
  have full voting and investment power with respect to the shares indicated.
  Under the rules of the SEC, a person (or group of persons) is deemed to be a
  "beneficial owner" of a security if he or she, directly or indirectly, has or
  shares the power to vote or to direct the voting of such security, or the power
  to dispose of or to direct the disposition of such security. Accordingly, more
  than one person may be deemed to be a beneficial owner of the same security.
  A person is also deemed to be a beneficial owner of any security, which that
  person has the right to acquire within 60 days, such as options or warrants
  to purchase our common stock.

Security Ownership of Management

We are not aware of any arrangement that might result in a
  change in control in the future.

Securities Authorized for Issuance under Equity Compensation
  Plans

The following table sets forth certain information concerning
  all equity compensation plans previously approved by stockholders and all previous
  equity compensation plans not previously approved by stockholders, as of the
  most recently completed fiscal year. In June, 2000, our board of directors approved
  the 2000 Stock Option Plan (the Plan). Under the Plan, options to
  purchase up to 3,600,000 shares of our common stock may be granted to our employees,
  officers, directors, and eligible consultants of our company. The Plan provides
  that the option price be the fair market value of the stock at the date of grant
  as determined by the Board of Directors. Options granted become exercisable
  and expire as determined by the Board of Directors. For a more detailed discussion,
  please refer to Note 7 to our financial statements attached to this annual report.

|EQUITY COMPENSATION PLAN INFORMATION AS AT JUNE 30, 2003  
|----------------------------------------------------------
|Plan Category                                             
|Equity Compensation Plans approved by security holders    
|Equity Compensation Plans not approved by security holders
|Total                                                     

Page 26 of 31

---

2000 Stock Option Plan

On June 21, 2000, we established our 2000 Stock Option Plan.
  The purpose of the Plan is to advance the interests of our company and our stockholders
  by strengthening our ability to obtain and retain the services of the types
  of employees, consultants, officers and directors who will contribute to our
  long term success and to provide incentives which are linked directly to increases
  in stock value which will inure to the benefit of all our stockholders. The
  Plan is administered by our Board of Directors or by a committee of two or more
  non-employee directors appointed by the Board of Directors (the "Administrator").
  Subject to the provisions of the Plan, the Administrator has full and final
  authority to grant the awards of stock options and to determine the terms and
  conditions of the awards and the number of shares to be issued pursuant thereto.
  Options granted under the Plan may be either "incentive stock options," which
  qualify for special tax treatment under the Internal Revenue Code of 1986, as
  amended, (the Code) or nonqualified stock options.

All of our employees and members of our Board of Directors
  are eligible to be granted options. Individuals who have rendered or are expected
  to render advisory or consulting services to us are also eligible to receive
  options. The maximum number of shares of our common stock with respect to which
  options or rights may be granted under the Plan to any participant is 3,600,000
  shares, subject to certain adjustments to prevent dilution. The aggregate number
  of shares underlying options granted to any eligible person during any calendar
  year may not exceed 3% of our issued and outstanding common shares.

The exact terms of the option granted are contained in an
  option agreement between us and the person to whom such option is granted. Eligible
  employees are not required to pay anything to receive options. The exercise
  price for incentive stock options and non-qualified stock options must be no
  less than 85% of the fair market value of the common stock on the date of grant.
  An option holder may exercise options from time to time, subject to vesting.
  Options will vest immediately upon death or disability of a participant and
  upon certain change of control events.

The Administrator may amend the Plan at any time and in any
  manner, subject to the following: (1) no recipient of any award may, without
  his or her consent, be deprived thereof or of any of his or her rights thereunder
  or with respect thereto as a result of such amendment or termination; and (2)
  no outstanding stock options may be modified in any manner that would cause
  such option not to qualify as an incentive stock option for the purposes of
  Section 422 of the Code.

The Plan terminates on June 21, 2010 unless sooner terminated
  by action of the Board of Directors. All awards granted under the Plan expire
  ten years from the date of grant, or such shorter period as is determined by
  the Administrator. No option is exercisable by any person after such expiration.
  If an award expires, terminates or is canceled, the shares of our common stock
  not purchased thereunder shall again be available for issuance under the Plan.

We filed a registration statement under the Securities Act
  of 1933, as amended, to register the 3,600,000 shares of our common stock reserved
  for issuance under the Plan on October 11, 2001.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Except as disclosed below, none of the following parties has,
  during the last two years, had any material interest, direct or indirect, in
  any transaction with us or in any presently proposed transaction that has or
  will materially affect us:

- Any of our directors or officers;
- Any person proposed as a nominee for election as a director;
- Any person who beneficially owns, directly or indirectly, shares carrying
    more than 10% of the voting rights attached to our outstanding shares of common
    stock;
- Any of our promoters; and
- Any relative or spouse of any of the foregoing persons who has the same
    house as such person.

In connection with the Convertible Note offering, we issued
  to Mr. Leitch, our President, Chief Executive Officer and Chief Financial Officer,
  a Convertible Note in the principal amount of $96,490 in settlement of

Page 27 of 31

---

amounts owed to Mr. Leitch for accrued but unpaid consultant
  fees. Amounts owed by us to Mr. Leitch for consulting services rendered totaling
  $137,510 were transferred to third parties to settle debts of Mr. Leitch.

Acquisition of Patent Pending

On April 18, 2001, we acquired a patent pending for the PET
  Container Technology from Melanie St. James, David St. James and Edward Halimi.
  In April, 2003 we determined not to make the required payments on our Patent
  Transfer Agreement and as a result relinquished our interest in the patent pending
  for the PET Container Technology. Our interest in the technology reverted in
  June, 2003 to the owners Melanie St. James, David St. James and Edward Halimi
  of the patent pending under the terms of our agreement with the owners. Each
  of Melanie St. James and David St. James is the owner of more than 5% of our
  outstanding common stock. See Item 1. Description of Business for
  a summary of this transaction.

Management Contracts

Mr. Leitch, our President, has acted as a management consultant
  to our company and was paid under the arrangement the sum of $8,500 per month
  until September 30, 2002. As of January 1, 2003 Mr. Leitch received $5,000 per
  month for his management consulting services provided to our company. See Item
  10. Executive Compensation.

Convertible Notes

Mr. Leitch received a Convertible Note in the principal amount
  of $96,490 in settlement of amounts owed by our company to Mr. Leitch on account
  of accrued but unpaid consultant fees. The Convertible Note was issued pursuant
  to Regulation S of the Securities Act. See Item 5. Market for Common Equity
  and Related Stockholder Matters  Recent Sales of Unregistered Securities.

Page 28 of 31

---

ITEM 13.	EXHIBITS AND REPORTS ON FORM 8-K.

(a) 	Exhibits

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

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

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

(b) 	Reports on Form 8-K.

The following reports on Form 8-K were filed since the last
  quarter of our fiscal year ended June 30, 2003.

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

Page 29 of 31

---

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed
  fiscal years ended June 30, 2003 for professional services rendered by the principal
  accountant for the audit of the Corporations annual financial statements
  and review of the financial statements included our Quarterly Reports on Form
  10-QSB and services that are normally provided by the accountant in connection
  with statutory and regulatory filings or engagements for these fiscal periods
  were as follows:

|                   | Year Ended June 30, 2003 | Year Ended June 30, 2002
|------------------ | ------------------------ | ------------------------
|Audit Related Fees | $4,500                   | $9,600                  
|Tax Fees           | $0                       | $2,500                  
|All Other Fees     | $0                       | $0                      
|Total              | $4,500                   | $0                      

Page 30 of 31

---

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.

COOL CAN TECHNOLOGIES, INC.

|By: | /s/ Bruce T. Leitch
      Bruce T. Leitch,
      President, Chief Executive Officer and Chief Financial Officer 
      Director 
      Date:    April 19, 2004
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|By: | /s/ Bruce T. LeitchBruce T. Leitch,
      President, Chief Executive Officer and Chief Financial Officer 
      (Principal Executive Officer and Principal Accounting Officer) 
      Director 
      Date:    April 19, 2004
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|By: | /s/ Jerry McNabb
      Jerry McNabb 
      Director 
      Date:    April 19, 2004                                                                                                                                           

---