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**UNITED STATESSECURITIES 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 1934

For the fiscal year ended June 30, 2004

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

For the transition period from ___________ to ___________

COMMISSION FILE NUMBER 000-27147

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

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

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

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

COMMON STOCK, $0.001 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, 2004 were: $175,000

The aggregate value of the voting stock held by non-affiliates
  of the registrant, computed on the basis of the closing price of the registrant's
  common stock on November 2, 2004was $35,612.

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date. As of November
  2, 2004 the Issuer had outstanding 1,977,000 Shares of Common Stock.

Transitional Small Business Disclosure Format (Check one):
  Yes ̈  Nox

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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.                                                       | 13  
|Item 7.    | Financial Statements.                                                                                                  | 19  
|Item 8.    | Changes in and Disagreements with Accountants
      On Accounting and Financial Disclosure.                            | 20  
|Item 8A.   | Controls and Procedures.                                                                                               | 20  
|Item 8B.   | Other Information.                                                                                                     | 20  
|           |                                                                                                                        |     
|PART III   |                                                                                                                        |     
|           |                                                                                                                        |     
|Item 9.    | Directors, Executive Officers, Promoters
      And Control Persons; Compliance with Section 16(a) of the Exchange Act. | 21  
|Item 10.   | Executive Compensation.                                                                                                | 22  
|Item 11.   | Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder Matters.                  | 24  
|Item 12.   | Certain Relationships and Related Transactions.                                                                        | 26  
|Item 13.   | Exhibits.                                                                                                              | 28  
|Item 14.   | Principal Accountant Fees and Services.                                                                                | 29  
|           |                                                                                                                        |     
|SIGNATURES |                                                                                                                        | 30  

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PART I

Certain statements contained in this Annual Report on Form
  10-KSB constitute "forward-looking statements". These statements, identified
  by words such as "plan", "anticipate", "believe", "estimate", "should," "expect"
  and similar expressions, include our expectations and objectives regarding our
  future financial position, operating results and business strategy. These statements
  reflect the current views of management with respect to future events and are
  subject to risks, uncertainties and other factors that may cause our actual
  results, performance or achievements, or industry results, to be materially
  different from those described in the forward-looking statements. 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 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 NorPac 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. If we are not able to obtain additional financing
  on acceptable terms we may pursue other business opportunities.

CORPORATE BACKGROUND

We were incorporated under the laws of the State of Minnesota
  on April 1, 1998, under the name "Cool Can Technologies, Inc.". Effective July
  12, 2004, we merged (the "Merger") with NorPac Technologies, Inc., our wholly
  owned subsidiary ("Nevada Sub"), for the purpose of reincorporating our company
  in Nevada. The Merger was completed effective July 12, 2004, with Nevada Sub
  as the surviving corporation. Upon completion of the Merger, our name was changed
  to "NorPac Technologies, Inc." We now exist as a Nevada corporation. See "Recent
  Corporate Developments" below.

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. | On May 21, 2004 we entered into an Agreement and
        Plan of Merger (the "Merger Agreement") with Nevada Sub, our wholly owned
        subsidiary incorporated for the purpose of reincorporating in Nevada.
        Pursuant to the terms of the Merger Agreement: (i) our shareholders were
        to receive one share of common stock of Nevada Sub for each 20 shares
        of our common stock they owned prior to the Merger; (ii) each 20 options
        granted to our option holders prior to the Merger was to be converted
        into one option to purchase or otherwise acquire shares of Nevada Sub
        common stock under the same terms and conditions, (iii) each 10% convertible
        note holder was to convert their notes on a post-Merger basis into Nevada
        Sub convertible notes on the same terms and conditions as the 10% convertible
        notes, subject to the new conversion price of the lesser of $0.02 or 50%
        of the average trading price of Nevada Sub for the prescribed period in
        the Merger Agreement. We held a special meeting of our stockholders on
        June 21, 2004 (the "Meeting") for the purpose of adopting and
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|   | approving the Merger. At the Meeting, the reincorporation
        proposal was approved by a majority of our stockholders. The Merger was
        completed effective July 12, 2004, with Nevada Sub as the surviving corporation.
        See "Item 4. Submission of Matters to a Vote of Security Holders".                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | 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.
|  
|3. | From January, 2003 to 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 $0.02 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.                                                                                                                                                                                                                                                                     
|  
|4. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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 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

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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.

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:

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|(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."

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

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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.

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. There is not intended to 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. 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

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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.

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.

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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 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.

9

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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

Due to a lack of working capital, no expenses on research
  and development activities were incurred during the fiscal years ended June
  30, 2004 and 2003. 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."

10

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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.

We held a special meeting of our stockholders on June 21,
  2004 (the "Meeting") for the purpose of adopting and approving a proposal to
  reincorporate our company in Nevada by way of a merger (the "Merger") between
  us and our wholly owned subsidiary, Nevada Sub, made pursuant to the terms of
  an Agreement and Plan of Merger dated May 21, 2004.

At the Meeting, the reincorporation proposal was approved
  by a majority of our stockholders. The results of the vote taken on the reincorporation
  proposal were as follows:

| | For:     | 25,521,567 | 
| | -------- | ---------- | 
| | Against: | 137,788    | 
| | Abstain: | 0          | 

We completed our reincorporation as a Nevada corporation effective
  July 12, 2004. Upon completion of the Merger, our name was changed to "NorPac
  Technologies, Inc." We now exist as a Nevada corporation and are governed by
  the Nevada Revised Statutes. We are no longer a Minnesota corporation.

11

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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 "NRPT.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 ($) | LOW ($)
|---------------- | -------- | -------
|1st Quarter 2003 | $0.20    | $0.02  
|2nd Quarter 2003 | $0.20    | $0.02  
|3rd Quarter 2003 | $0.40    | $0.02  
|4th Quarter 2003 | $0.60    | $0.02  
|1st Quarter 2004 | $0.40    | $0.10  
|2nd Quarter 2004 | $1.00    | $0.002 
|3rd Quarter 2004 | $2.00    | $0.02  
|4th Quarter 2004 | $1.20    | $0.02  

The above quotations have been adjusted to reflect our 20-for-1
  reverse stock split effective July 12, 2004. 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 November 2, 2004, there were 150 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, 2004, except as previously disclosed in our quarterly
  reports filed during the fiscal year ending June 30, 2004.

12

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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". These statements, identified by words
  such as "plan", "anticipate", "believe", "estimate", "should", "expect" and
  similar expressions, include our expectations and objectives regarding our future
  financial position, operating results and business strategy. These statements
  reflect the current views of management with respect to future events and are
  subject to risks, uncertainties and other factors that may cause our actual
  results, performance or achievements, or industry results, to be materially
  different from those described in the forward-looking statements. We advise
  you to carefully review the reports and documents we file from time to time
  with the 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. | 1 month
      2 months
      3 months
      4 months
      5 months 6 months
|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.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

13

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| | 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 have cash of $256 and a working capital deficit of $295,778
  as of June 30, 2004. 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.

RESULTS OF OPERATIONS

Summary of Year End Results

|                  | Year Ended
      June 30
|----------------- | ------------------------
|                  |                         
|                  | 2004                    
|Revenue           | $175,000                
|Expenses          | ($453,135)              
|Net Income (Loss) | ($278,135)              

Revenues

Our revenues during the year ended June 30, 2004 are due to
  our receipt of 5,000,000 restricted shares of Balsam common stock (the "Balsam
  Shares") valued at $175,000, in connection with our grant of the License under
  the License Agreement during the second quarter of our fiscal year.

We have not earned any revenues from sales of our products
  to date. We do not anticipate earning revenues from the sale of our products
  until such time as we have completed commercial development of products incorporating
  our Cool Can technology. We 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.

14

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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.

Operating Expenses

The increase in our operating expenses during the year ended
  June 30, 2004 was primarily due to the increase in our interest expenses. Our
  interest expenses consist of the amortization of original issue discount for
  our 10% convertible notes and quarterly interest owed to holders of our 10%
  convertible notes. See Note 10 to our audited financial statements for the year
  ended June 30, 2004 included in this Annual Report.

Operating expenses for the years ended June 30, 2004 and June
  30, 2003 included the following expenses:

|Operating Expenses | Year Ended June 30
|------------------ | ------------------
|                   | 2004              
|Professional Fees: | $65,000           
|Management Fees:   | $60,000           
|Office Expenses:   | $15,000           
|Consulting Fees    | $60,000           
|Interest Expense*  | $244,000          
|Total              | $444,000          

|* | The interest expense total for the year ended June
        30, 2003, as shown in the table above, has been amended to include the
        original issue discount amount of $80,000, to reflect a total interest
        expense of $103,000. The interest expense of $23,000 for the year ended
        June 30, 2003, as reported in our 2003 Annual Report on Form 10-KSB, did
        not include the original issue discount amount of $80,000.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Office expenses include rent expenses of $9,600 CDN for the
  years ended June 30, 2004 and 2003, respectively. Rent expense since inception
  through June 30, 2004 totaled $92,920. The increased operating expenses during
  the year ended June 30, 2004 were not reflective of increased product development
  activities during the year. We anticipate that our operating expenses will increase
  significantly if we are able to obtain the financing necessary to continue with
  the development of our Cool Can product and related technology in accordance
  with our plan of operations.

Net Loss

We recorded a net loss of $278,135 for the year ended June
  30, 2004, compared to a net loss of $225,141 for the year ended June 30, 2003.
  The increase in net loss is due primarily to the increase in our interest expenses
  and professional fees associated with our reorganization.

|                                              |                   
|--------------------------------------------- | ------------------
|Cash Flows                                    | Year Ended June 30
|                                              | 2004              
|Net Cash from (used in) Operating Activities  | ($90,005)         
|Net Cash from (used in) Investing Activities  | -                 
|Net Cash from (used in) Financing Activities  | $35,218           
|Net Increase (decrease) in Cash During Period | ($54,787)         

Accrued but partially unpaid consultant fees payable to our
  president, Mr. Bruce Leitch, increased to $60,000 as at June 30, 2004 from $55,500
  as at June 30, 2003. Consulting fees for services provided by Mr. Leitch from
  inception through June 30, 2004 totaled $498,000. 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.

15

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10% Convertible Notes

From January, 2003 to 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. Mr. Leitch
  subsequently converted $20,000 of the principal amount of the Convertible Note
  on April 23, 2004 in exchange for 1,008,901 shares of our common stock, including
  accrued interest payable on the Convertible Note.

|                                  |                  |  |                  |  | Percentage           
|--------------------------------- | ---------------- |  | ---------------- |  | ---------------------
|                                  | At June 30, 2004 |  | At June 30, 2003 |  | Increase / (Decrease)
|Current Assets                    | $18,256          |  | $80,043          |  | (77%)                
|Current Liabilities               | ($314,034)       |  | ($125,270)       |  | 151%                 
|Working Capital Surplus (Deficit) | ($295,778)       |  | ($45,227)        |  | 554%                 

We have cash of $256 and a working capital deficit of $295,778
  as at June 30, 2004. The increase in our working capital deficit resulted mainly
  from: (i) increased trade payables of $76,450, (ii) increased accrued interest
  payable of $52,056, (iii) a loan payable $25,218, (iv) an increase in the amounts
  due to stockholders of $35,040, and (v) a decrease in our cash position of $54,787.
  Our current monthly cash flow for operating expenses is 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 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;
      andthe 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

16

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months. There can be no assurance that we will be able to
  raise the necessary capital to continue in business.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

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

RISK FACTORS

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

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

We Require Additional Financing To Continue Our Plan Of
  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

17

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Can product in order to accomplish our goals. As of June 30,
  2004, being the date of our most recent financial statements, we had cash in
  the amount of $256 and a working capital deficit of $295,778. 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 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 June 30, 2004, being
  the date of our most recent financial statements, we had a working capital deficit
  of $295,778. 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.

18

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ITEM 7.             FINANCIAL
  STATEMENTS.

|                                                              |                                                                                                                                          | Page
|------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                              |                                                                                                                                          |     
|Report of Independent Registered
      Public Accounting Firm | F-2                                                                                                                                     
|                                                              |                                                                                                                                          |     
|Financial Statements                                          |                                                                                                                                         
|                                                              |                                                                                                                                          |     
|                                                              | Balance Sheets as of June 30, 2004 and
      2003                                                                                        | F-3 
|                                                              |                                                                                                                                          |     
|                                                              | Statements of Operations For the years
      ended June 30, 2004 and 2003 and cumulative from inception to June 30, 2004                 | F-4 
|                                                              |                                                                                                                                          |     
|                                                              | Statements of Stockholders' Equity For
      the years ended June 30, 2004 and 2003 and cumulative from Inception to
      June 30, 2004 | F-5 
|                                                              |                                                                                                                                          |     
|                                                              | Statements of Cash Flows For the years
      ended June 30, 2004 and 2003 and cumulative from Inception to June 30, 2004                 | F-6 
|                                                              |                                                                                                                                          |     
|                                                              | Notes to Financial Statements                                                                                                            | F-7 

19

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NORPAC TECHNOLOGIES, INC.(A Development Stage Company)

FINANCIAL REPORT
  JUNE 30, 2004

F-1

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
  Norpac Technologies, Inc.

We
  have audited the accompanying balance sheets of Norpac Technologies, Inc., a
  Nevada corporation, (a development stage company) as of June 30, 2004 and 2003,
  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, 2004. 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 the standards of the Public Company
  Accounting Oversight Board (United States). 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 Norpac Technologies, Inc. as of June 30, 2004 and
  2003, 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, 2004, 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      
| | ------------------------------------
| |                                     
| | */s/ Virchow, Krause & Company, LLP*

Minneapolis, Minnesota
  November 2, 2004

F-2

---

NORPAC TECHNOLOGIES, INC.
  (A Development Stage Company) 
  BALANCE SHEETS
  June 30, 2004 and 2003

|                                                                        |   | 2004        |  |   | 2003        | 
|----------------------------------------------------------------------- | - | ----------- |  | - | ----------- | 
|ASSETS                                                                  |   |             |  |   |             | 
|                                                                        |   |             |  |   |             | 
|CURRENT ASSETS:                                                         |   |             |  |   |             | 
|Cash                                                                    | $ | 256         |  | $ | 55,043      | 
|Convertible notes subscription receivable                               |   | -           |  |   | 10,000      | 
|Available-for-sale securities                                           |   | 18,000      |  |   | 15,000      | 
|                                                                        |   |             |  |   |             | 
|Total Current
      Assets                                              |   | 18,256      |  |   | 80,043      | 
|                                                                        |   |             |  |   |             | 
|AVAILABLE FOR SALE SECURITIES                                           |   | 300,000     |  |   | -           | 
|                                                                        |   |             |  |   |             | 
|INTANGIBLES, NET                                                        |   | 12,000      |  |   | 14,400      | 
|                                                                        | $ | 330,256     |  | $ | 94,443      | 
|                                                                        |   |             |  |   |             | 
|                                                                        |   |             |  |   |             | 
|                                                                        |   |             |  |   |             | 
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                   |   |             |  |   |             | 
|                                                                        |   |             |  |   |             | 
|CURRENT LIABILITIES:                                                    |   |             |  |   |             | 
|Accounts payable                                                        | $ | 155,069     |  | $ | 78,619      | 
|Loan payable                                                            |   | 25,218      |  |   | -           | 
|Accounts payable, stockholder                                           |   | 59,006      |  |   | 23,640      | 
|Due to stockholders                                                     |   | -           |  |   | 326         | 
|Accrued interest                                                        |   | 74,741      |  |   | 22,685      | 
|Total Current
      Liabilities                                         |   | 314,034     |  |   | 125,270     | 
|                                                                        |   |             |  |   |             | 
|CONVERTIBLE NOTES, NET OF ORIGINAL ISSUE DISCOUNT                       |   | 254,778     |  |   | 80,186      | 
|                                                                        |   |             |  |   |             | 
|STOCKHOLDERS' DEFICIT:                                                  |   |             |  |   |             | 
|                                                                        |   |             |  |   |             | 
|Common stock, .001 par value, 200,000,000
      shares authorized,      |   |             |  |   |             | 
|1,977,000
      and 968,099 shares issued and outstanding, respectively |   | 1,977       |  |   | 968         | 
|Additional paid in capital                                              |   | 1,739,384   |  |   | 1,717,801   | 
|Deficit accumulated during the development
      stage                  |   | (2,059,917) |  |   | (1,781,782) | 
|Accumulated other comprehensive income
      (loss)                     |   | 80,000      |  |   | (48,000)    | 
|                                                                        |   | (238,556)   |  |   | (111,013)   | 
|                                                                        |   |             |  |   |             | 
|                                                                        | $ | 330,256     |  | $ | 94,443      | 




F-3

---

NORPAC 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,        | 
|                                                        |   | 2004       |  |   | 2003       |  |   | 2004            | 
|                                                        |   |            |  |   |            |  |   |                 | 
|Revenues                                                | $ | 175,000    |  | $ | 63,000     |  | $ | 238,000         | 
|                                                        |   |            |  |   |            |  |   |                 | 
|Administrative pre-opening and                          |   |            |  |   |            |  |   |                 | 
|development expenses                                    |   | (453,135)  |  |   | (268,141)  |  |   | (1,653,917)     | 
|Impairment of intangible                                |   | -          |  |   | (20,000)   |  |   | (20,000)        | 
|Stock compensation expense                              |   | -          |  |   | -          |  |   | (624,000)       | 
|                                                        |   |            |  |   |            |  |   |                 | 
|Net loss                                                |   | (278,135)  |  |   | (225,141)  |  |   | (2,059,917)     | 
|                                                        |   |            |  |   |            |  |   |                 | 
|Unrealized gain (loss) on available-for-sale securities |   | 128,000    |  |   | (48,000)   |  |   | 80,000          | 
|                                                        |   |            |  |   |            |  |   |                 | 
|Comprehensive loss                                      | $ | (150,135)  |  | $ | (273,141)  |  | $ | (1,979,917)     | 
|                                                        |   |            |  |   |            |  |   |                 | 
|                                                        |   |            |  |   |            |  |   |                 | 
|                                                        |   |            |  |   |            |  |   |                 | 
|Basic loss per common share                             | $ | (.24)      |  | $ | (.23)      |  | $ | (2.37)          | 
|                                                        |   |            |  |   |            |  |   |                 | 
|Diluted loss per common share                           | $ | (.24)      |  | $ | (.23)      |  | $ | (2.37)          | 
|                                                        |   |            |  |   |            |  |   |                 | 
|Weighted average outstanding shares                     |   | 1,155,608  |  |   | 967,648    |  |   | 867,355         | 




F-4

---

NORPAC TECHNOLOGIES, INC.
  (A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' DEFICIT

|                                                                     |              |           |  |    |        |     |   |            |              |        |  |           |            |  |      |             |  |   | Deficit     | 
|-------------------------------------------------------------------- | ------------ | --------- |  | -- | ------ | --- | - | ---------- | ------------ | ------ |  | --------- | ---------- |  | ---- | ----------- |  | - | ----------- | 
|                                                                     |              |           |  |    |        |     |   |            |              |        |  |           |            |  |      | Accumulated |  |   | Accumulated | 
|                                                                     |              |           |  |    |        |     |   | Additional |              |        |  |           |            |  |      | Other       |  |   | During the  | 
|                                                                     |              |           |  |    |        |     |   | Paid       |              | Amount |  |           | Stock      |  |      | Comp-       |  |   | Develop-    | 
|                                                                     | Common Stock |           |  | In |        | Per |   |            | Subscription |        |  | rehensive |            |  | ment |            
|                                                                     |              | 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                        |              | 891,000   |  |    | 891    |     |   | 16,929     |              | .02    |  |           | -          |  |      | -           |  |   | -           | 
|Shares issued for cash - September 1998                              |              | 10,000    |  |    | 10     |     |   | 99,990     |              | 10.00  |  |           | -          |  |      | -           |  |   | -           | 
|Shares issued for cash - April 1999                                  |              | 1,841     |  |    | 2      |     |   | 55,228     |              | 30.00  |  |           | -          |  |      | -           |  |   | -           | 
|Shares issued for receivable - April 1999                            |              | 3,557     |  |    | 4      |     |   | 106,715    |              | 30.00  |  |           | (106,719)  |  |      | -           |  |   | -           | 
|Payment on receivable                                                |              | -         |  |    | -      |     |   | -          |              |        |  |           | 106,719    |  |      | -           |  |   | -           | 
|Net loss                                                             |              | -         |  |    | -      |     |   | -          |              |        |  |           | -          |  |      | -           |  |   | (228,505)   | 
|Balance, June 30, 1999                                               |              | 906,398   |  |    | 907    |     |   | 278,862    |              |        |  |           | -          |  |      | -           |  |   | (234,850)   | 
|Net loss                                                             |              | -         |  |    | -      |     |   | -          |              |        |  |           | -          |  |      | -           |  |   | (174,236)   | 
|Balance, June 30, 2000                                               |              | 906,398   |  |    | 907    |     |   | 278,862    |              |        |  |           | -          |  |      | -           |  |   | (409,086)   | 
|Net loss                                                             |              | -         |  |    | -      |     |   | -          |              |        |  |           | -          |  |      | -           |  |   | (307,225)   | 
|Balance, June 30, 2001                                               |              | 906,398   |  |    | 907    |     |   | -          |              |        |  |           | -          |  |      | -           |  |   | (716,311)   | 
|Shares issued for stockholder debt - October 2001                    |              | 25,000    |  |    | 25     |     |   | 274,975    |              | 11.00  |  |           | -          |  |      | -           |  |   | -           | 
|Shares issued for cash - October 2001                                |              | 6,250     |  |    | 6      |     |   | 49,994     |              | 8.00   |  |           | -          |  |      | -           |  |   | -           | 
|Shares issued for stockholder debt - November 2001                   |              | 25,000    |  |    | 25     |     |   | 49,975     |              | 2.00   |  |           | -          |  |      | -           |  |   | -           | 
|Shares issued for accounts payable - November 2001                   |              | 5,000     |  |    | 5      |     |   | 9,995      |              | 2.00   |  |           | -          |  |      | -           |  |   | -           | 
|Shares issued for rounding up of fractional shares related to merger |              | 451       |  |    | -      |     |   | -          |              |        |  |           |            |  |      | -           |  |   |             | 
|Stock option compensation expense                                    |              | -         |  |    | -      |     |   | 504,000    |              |        |  |           | -          |  |      | -           |  |   | -           | 
|Net loss                                                             |              | -         |  |    | -      |     |   | -          |              |        |  |           | -          |  |      | -           |  |   | (840,330)   | 
|Balance, June 30, 2002                                               |              | 968,099   |  |    | 968    |     |   | 1,167,801  |              |        |  |           | -          |  |      | -           |  |   | (1,556,641) | 
|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                                               |              | 968,099   |  |    | 968    |     |   | 1,717,801  |              |        |  |           | -          |  |      | (48,000)    |  |   | (1,781,782) | 
|Stock issued for conversion of note payable                          |              | 1,000,000 |  |    | 1,000  |     |   | 19,000     |              | .02    |  |           | -          |  |      | -           |  |   | -           | 
|Stock issued for accrued interest on note payable                    |              | 8,901     |  |    | 9      |     |   | 2,583      |              | .29    |  |           | -          |  |      | -           |  |   | -           | 
|Net loss                                                             |              | -         |  |    | -      |     |   | -          |              |        |  |           | -          |  |      | -           |  |   | (278,135)   | 
|Other comprehensive gain on available-for-sale securities            |              | -         |  |    | -      |     |   | -          |              |        |  |           | -          |  |      | 128,000     |  |   | -           | 
|Balance, June 30, 2004                                               |              | 1,977,000 |  | $  | 1,977  |     | $ | 1,739,384  |              |        |  | $         | -          |  | $    | 80,000      |  | $ | (2,059,917) | 




F-5

---

NORPAC 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,        | 
|                                                         |   | 2004       |  |   | 2003       |  |   | 2004            | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                    |   |            |  |   |            |  |   |                 | 
|Net loss                                                 | $ | (278,135)  |  | $ | (225,141)  |  | $ | (2,059,917)     | 
|Amortization expense                                     |   | 2,400      |  |   | 2,400      |  |   | 12,000          | 
|Compensation expense, options to nonemployees            |   | -          |  |   | -          |  |   | 504,000         | 
|Receipt of
      available-for-sale securities           |   | (175,000)  |  |   | (63,000)   |  |   | (238,000)       | 
|Excess of
      fair value of common stock issued over   |   |            |  |   |            |  |   |                 | 
|carrying
      amount of debt                            |   | -          |  |   | -          |  |   | 120,000         | 
|Amortization of original issue discount                  |   | 194,592    |  |   | 80,186     |  |   | 274,778         | 
|Impairment loss on intangibles                           |   | -          |  |   | 20,000     |  |   | 20,000          | 
|Increase in accounts payable                             |   | 76,450     |  |   | 58,811     |  |   | 223,867         | 
|Increase in accrued interest                             |   | 54,648     |  |   | 22,685     |  |   | 77,332          | 
|Increase in accounts payable, stockholders               |   | 35,366     |  |   | 55,500     |  |   | 293,005         | 
|Increase (decrease) in due to stockholders               |   | (326)      |  |   | 21,102     |  |   | 20,776          | 
|Net
      cash flows used in operating activities        |   | (90,005)   |  |   | (27,457)   |  |   | (752,159)       | 
|                                                         |   |            |  |   |            |  |   |                 | 
|CASH FLOWS FROM INVESTING ACTIVITIES:                    |   |            |  |   |            |  |   |                 | 
|Purchase of intangibles                                  |   | -          |  |   | -          |  |   | (44,000)        | 
|                                                         |   |            |  |   |            |  |   |                 | 
|CASH FLOWS FROM FINANCING ACTIVITIES:                    |   |            |  |   |            |  |   |                 | 
|Collection of subscription receivable                    |   | 10,000     |  |   | -          |  |   | 10,000          | 
|Issuance of common stock                                 |   | -          |  |   | -          |  |   | 329,769         | 
|Net proceeds from due to stockholders                    |   | -          |  |   | -          |  |   | 348,928         | 
|Proceeds from loan payable                               |   | 25,218     |  |   | -          |  |   | 25,218          | 
|Issuance of convertible notes                            |   | -          |  |   | 82,500     |  |   | 82,500          | 
|Net
      cash flows from financing activities           |   | 35,218     |  |   | 82,500     |  |   | 796,415         | 
|Increase
      (decrease) in cash                        |   | (54,787)   |  |   | 55,043     |  |   | 256             | 
|Cash:                                                    |   |            |  |   |            |  |   |                 | 
|Beginning                                                |   | 55,043     |  |   | -          |  |   | -               | 
|                                                         |   |            |  |   |            |  |   |                 | 
|Ending                                                   | $ | 256        |  | $ | 55,043     |  | $ | 256             | 
|                                                         |   |            |  |   |            |  |   |                 | 
|SUPPLEMENTAL CASH FLOWS INFORMATION:                     |   |            |  |   |            |  |   |                 | 
|                                                         |   |            |  |   |            |  |   |                 | 
|Cash paid for interest                                   | $ | 817        |  | $ | 686        |  | $ | 1,503           | 
|                                                         |   |            |  |   |            |  |   |                 | 
|NONCASH INVESTING AND FINANCING ACTIVITIES:              |   |            |  |   |            |  |   |                 | 
|                                                         |   |            |  |   |            |  |   |                 | 
|Stock issued for amount due to stockholders              | $ | -          |  | $ | -          |  | $ | 205,000         | 
|Stock issued for accounts payable                        | $ | -          |  | $ | -          |  | $ | 10,000          | 
|Conversion of accounts payable, stockholders
      and   |   |            |  |   |            |  |   |                 | 
|due to stockholders and issuance
      of subscription   |   |            |  |   |            |  |   |                 | 
|receivable for convertible
      notes                   | $ | -          |  | $ | 467,500    |  | $ | 467,500         | 
|Stock issued for conversion of notes payable             | $ | 20,000     |  | $ | -          |  | $ | -               | 
|Stock issued for accrued interest on notes
      payable | $ | 2,592      |  | $ | -          |  | $ | -               | 

See Notes to Financial Statements.

F-6

---

NORPAC TECHNOLOGIES, INC.
  (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

|Note 1. | Nature of Business and Summary of Significant Accounting Policies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | Organization and activities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | NorPac Technologies, Inc. (the Company) was originally
        incorporated on April 1, 1998 in the state of Minnesota. On July 12, 2004
        the Company was reorganized and became a Nevada Corporation (Note 12).
        The Company was formed to act as a holding company for manufacturing companies
        and since inception, has devoted its efforts to raising capital and pre-opening
        activities. The Company owns a patent for a self-chilling beverage container
        and 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,
        2004 and 2003 was $2,400 and accumulated amortization was $12,000 and
        $9,600, 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, 2004 and 2003 or the period from inception through June
        30, 2004. Stock options and warrants issued to non-employees are recorded
        at fair value, as required by SFAS No. 123, using the Black Scholes pricing
        model.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Had compensation costs for the Company's stock options
        been determined based on the fair value at the grant dates consistent
        with the method of SFAS No. 123, the Company's net loss and loss per common
        share would have been changed to the pro forma amounts indicated below:                                                                                                                                                                                                                                                                          

| |                                         |   |           |  |   |           |  |   | Period From | 
| | --------------------------------------- | - | --------- |  | - | --------- |  | - | ----------- | 
| |                                         |   |           |  |   |           |  |   | Inception   | 
| |                                         |   |           |  |   |           |  |   | (April 1,   | 
| |                                         |   |           |  |   |           |  |   | 1998)       | 
| |                                         |   |           |  |   |           |  |   | Through     | 
| |                                         |   | 2004      |  |   | 2003      |  |   | June 30,    | 
| |                                         |   |           |  |   |           |  |   | 2004        | 
| | Net loss                                | $ | (278,135) |  | $ | (225,141) |  | $ | (2,059,917) | 
| | Pro forma net loss                      | $ | (278,135) |  | $ | (225,141) |  | $ | (2,108,917) | 
| |                                         |   |           |  |   |           |  |   |             | 
| | Stock based compensation                |   |           |  |   |           |  |   |             | 
| | As reported                             | $ | -         |  | $ | -         |  | $ | 504,000     | 
| | Proforma                                | $ | -         |  | $ | -         |  | $ | 48,000      | 
| |                                         |   |           |  |   |           |  |   |             | 
| | Basic and diluted loss per common share |   |           |  |   |           |  |   |             | 
| | As reported                             | $ | (.24)     |  | $ | (.23)     |  | $ | (2.37)      | 
| | Pro forma                               | $ | (.24)     |  | $ | (.23)     |  | $ | (2.43)      | 

| | 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, 2004 and 2003:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 each of the years ended June 30, 2004 and
        2003, and $14,662 for the period from inception through June 30, 2004.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-8

---

|Note 1. | Nature of Business and Summary of Significant Accounting Policies (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | Comprehensive loss:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | SFAS No. 130 "Reporting Comprehensive Income" establishes
        standards for reporting and presentation of comprehensive loss and its
        components in a full set of financial statements. Comprehensive loss consists
        of the Company's net loss and unrealized gain (loss) on available-for-sale
        securities and is presented in the statements of operations and comprehensive
        loss. Statement 130 only requires additional disclosure in the financial
        statements; it does not affect the Company's financial position or results
        of operations.                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | Estimates and assumptions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | The preparation of the financial statements in conformity
        with accounting principles generally accepted in the United States of
        America requires management to make estimates and assumptions that affect
        the reported amounts of assets and liabilities and disclosure of contingent
        assets and liabilities at the date of the financial statements and revenues
        and expenses during the reporting period. Significant estimates include
        the valuation of stock issued. Actual results could differ from these
        estimates.                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | Start-up costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 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, 2004 and 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | Note 2. Income Taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | For income tax purposes, pre-opening costs are generally
        deferred and amortized to expense in future tax returns. Accordingly,
        the Company has no tax loss carryforwards. For financial reporting purposes,
        realization of the value of book versus tax temporary differences is dependent
        upon the Company generating sufficient taxable income in future years.
        Because of the development stage nature of the Company, lack of operating
        history and potential future stock sales (which may limit the value of
        loss carryforwards) management has eliminated the deferred tax value of
        pre-opening costs by a valuation allowance.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | The benefit for income taxes differs from the amount
        computed by applying the U.S. federal income tax rate to loss before income
        taxes as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                                    |   | 2004      |  |   | 2003    
| | ---------------------------------- | - | --------- |  | - | --------
| | Expected benefit at statutory rate | $ | (100,129) |  | $ | (80,550)
| | State tax effects                  |   | (19,469)  |  |   | (15,075)
| | Increase in valuation allowance    |   | 119,598   |  |   | 95,625  
| |                                    | $ | -         |  | $ | -       

| | 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:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                      |   | 2004      |  |   | 2003     
| | -------------------- | - | --------- |  | - | ---------
| | Deferred tax assets: |   |           |  |   |          
| | Pre-opening costs    | $ | 853,223   |  | $ | 733,625  
| | Valuation allowance  |   | (853,223) |  |   | (733,625)
| |                      | $ | -         |  | $ | -        

F-9

---

|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Note 4. | Related Party Transactions:
      The Company currently has a consulting arrangement with
        an officer/stockholder. Such consulting fees totaled $60,000 and $55,500
        for the years ended June 30, 2004 and 2003, respectively. Consulting fees
        from inception through June 30, 2004 totaled $498,000. 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, 2004 and 2003
        was $59,006 and $23,640, 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 $0 and $326 as of June 30, 2004 and 2003, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Note 5. | Available-for-sale Securities:
      The Company records available-for-sale securities at
        market value.
      In November 2002, the Company received securities valued
        at $63,000. Pursuant to the license agreement described in Note 8, the
        Company received additional securities valued at $175,000. The securities
        consist of 5,300,000 shares of Balsam Ventures, Inc. The market value
        of the securities was $318,000 as of June 30, 2004. Accordingly, the Company
        recorded an unrealized gain 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) 7,500 shares
        of the Company's common stock upon the grant of a patent in connection
        with the acquired patent pending; and (ii) an additional 4,500 shares
        for each country in respect of which the Company grants a license of the
        acquired technology, for the first ten countries, and 3,000 shares for
        each additional country, to a maximum of 75,000 shares under the acquisition
        agreement. The Company was to also pay an ongoing royalty to the stockholders
        based on sales of products incorporating the technology as follows: (i)
        4.5% of gross profits achieved by the Company on products incorporating
        the technology; and (ii) 15% of any licensing revenues or royalty payments
        earned by the Company on licenses of the acquired technology. The Company
        had agreed to use its best efforts to commercialize the acquired technology
        and to apply to the United States Patent Office for a grant of a patent
        relating to the patent pending. The agreement was cancelled due to the
        Company's default under the agreement on June 14, 2003 as such, an impairment
        loss of $20,000 was recorded for the year ended June 30, 2003.

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

|        | During the year ended June 30, 2002, based on the
        decrease in the market price of the Company's common stock, the Company
        re-priced its stock options. There 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. | 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 8.  | License Agreement (continued):
      The consideration for the Agreement is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|         | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|         | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|         | The Technology and the Company
        patents and trademarks included in the Technology remain the property
        of the Company subject to the terms of the License granted under the Agreement.
        However, Balsam has a right of first refusal to acquire the intellectual
        property subject to the Agreement should the Company seek to dispose of
        the Technology during the currency of the Agreement. The Agreement supersedes
        all prior arrangements and agreements between the Company and Balsam in
        respect of the Technology.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 9.  | Loan Payable:
      In 2004, the Company received a loan from a company
        controlled by an independent consultant. The loan is unsecured, non-interest
        bearing, and due on demand. The balance due at June 30, 2004 was $25,218.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 10. | Convertible Notes:
      During the period from January through June 2003, the
        Company issued $550,000 of 10% convertible notes pursuant to Regulation
        S of the Securities Act of 1933. The convertible notes are due on or before
        December 31, 2005 and the holder of the note has the right to convert
        the note into the Company's common stock at any time prior to the maturity
        date. The note is convertible at the lesser of $.02 or 50% of the average
        trading price of the Company's common stock for the 10 trading days preceding
        the date of conversion. The proceeds and conversion of accounts payable,
        accounts payable-stockholder and due to stockholders of $550,000 were
        allocated between the note and the beneficial conversion, which were valued
        using the Black Scholes pricing model. The resulting fair value of the
        beneficial conversion of the note payable into common stock as defined
        in Emerging Issues Task Force (EITF) 00-27 "Application of Issue No. 98-5
        to Certain Convertible Instruments", in the amount of $550,000 is being
        amortized over the life of the note using the straight-line method, which
        approximates the interest method. The entire proceeds were allocated to
        the beneficial conversion right. The notes may be converted at the holder's
        sole option. The Company may at its option elect to pay a portion of the
        interest due by issuing the Company's common stock as defined in the convertible
        note agreement.
      On April 23, 2004, an officer/stockholder converted
        a portion of a convertible note in the amount of $20,000. In accordance
        with the convertible note agreement, the Company has issued 1,000,000
        common shares for the conversion and an additional 8,901 common shares
        to satisfy the accrued interest payable on the note.

F-12

---

| | The fair value of the beneficial conversion is as follows:
| | ----------------------------------------------------------

| |                                                   |   | 2004      |  |   | 2003     
| | ------------------------------------------------- | - | --------- |  | - | ---------
| | Outstanding convertible notes payable             | $ | 530,000   |  | $ | 550,000  
| | Less: beneficial conversion                       |   | (275,222) |  |   | (469,814)
| | Convertible notes, net of original issue discount | $ | 254,778   |  | $ | 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.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 12. | Merger:
      On June 21, 2004, stockholders of the Company approved
        an agreement with an effective date of July 12, 2004 to merge with NorPac
        Technologies, Inc. (NorPac), a Nevada Corporation. On closing of the Merger
        Agreement:
      NorPac was the surviving corporation of the Merger and continues
            to operate the Company's business
          The Company's shareholders received one share of common stock of
            NorPac for each 20 shares of the Company's common stock they own.
      The impact of the merger was accounted for on a retroactive
        basis in the Company's financial statements.                                                                                                                           

F-13

---

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

None.

ITEM 8A.           CONTROLS
  AND PROCEDURES.

(A) Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, we carried
  out an evaluation, under the supervision and with the participation of our principal
  executive officer/principal financial officer, of the effectiveness of the design
  and operation of our disclosure controls and procedures. Our disclosure controls
  and procedures are designed to provide a reasonable level of assurance that
  our disclosure control objectives are achieved. Our principal executive officer/principal
  financial officer has concluded that our disclosure controls and procedures
  are, in fact, effective at providing this reasonable level of assurance as of
  the period covered.

(B) Changes In Internal Controls Over Financial Reporting

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

ITEM 8B.           OTHER
  INFORMATION.

None.

20

---

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 sole
  officer and director, his present positions with our company, and his biographical
  information.

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

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 as an exhibit to our Annual Report on Form
  10-KSB for the year ended June 30, 2003. 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.

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:

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

21

---

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, 2004.

|                    |                       | Annual Compensation | Long Term Compensation |      
|------------------- | --------------------- | ------------------- | ---------------------- | -----
|                    |                       |                     |                        |      
|                    |                       |                     |                        |      
|                    |                       |                     |                        |      
|Name                | Title                 | Year Salary         |                        | Bonus
|                    |                       |                     |                        |      
|Bruce Leitch(1) (2) | President, Secretary, | 2004                | $60,000                | Nil  
|                    | Treasurer & Director  | 2003                | $55,500                | Nil  
|                    |                       | 2002                | $102,000               | Nil  

|(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.                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | 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. Mr. Leitch subsequently converted
        $20,000 of the principal amount of the Convertible Note on April 23, 2004
        in exchange for 1,008,901 shares of our common stock, including accrued
        interest payable on the Convertible Note.

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, 2004:

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

22

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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, 2004:

|AGGREGATED OPTION/SAR EXERCISES DURING THE
      LASTFINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES
|----------------------------------------------------------------------------------------------------------------
|Name                                                                                                            
|Bruce Leitch,   President, Secretary,  
      Treasurer and 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.

23

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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 November 2,
  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                  | 4,834,251(2)            | 83.3% (2)       
|                | Director, President,          | Direct and Indirect     |                 
|                | Secretary & Treasurer         |                         |                 
|                | 698 Seymour Street, Suite 311 |                         |                 
|                | Vancouver, British Columbia   |                         |                 
|                |                               |                         |                 
|Common Stock    | All Officers and Directors as | 4,834,251(2)            | 83.3%(2)        
|                | a Group (1 person)            |                         |                 
|                |                               |                         |                 
|                |                               |                         |                 
|5% SHAREHOLDERS |                               |                         |                 
|                |                               |                         |                 
|                |                               |                         |                 
|Common Stock    | Delta Technologies Group Inc. | 125,000(3)              | 6.3%            
|                | 6155 Carpinteria Ave.         | Direct                  |                 
|                | Carpinteria, CA 93013         |                         |                 
|                |                               |                         |                 
|Common Stock    | General Beverage Corp.        | 100,000(4)              | 5.1%            
|                | 6155 Carpinteria Ave.         | Direct                  |                 
|                | Carpinteria, CA 93013         |                         |                 
|                |                               |                         |                 
|Common Stock    | David St. James               | 140,000(5)              | 7.1%            
|                | 1187 Coast Village Rd.        | Indirect                |                 
|                | #1-414, Santa Barbara CA      |                         |                 
|                | 93108                         |                         |                 
|                |                               |                         |                 
|Common Stock    | Melanie St. James             | 140,000(6)              | 7.1%            
|                | 163 Hot Springs Rd.           | Indirect                |                 
|                | Montecito, CA 93108           |                         |                 
|                |                               |                         |                 

|(1) | Based on 1,977,000 shares of our common
        stock issued and outstanding as of November 2, 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 November
        2, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Consists of 1,009,751 shares of our common
        stock held directly by Bruce Leitch and 3,824,500 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 $76,490.
        These Convertible Notes are convertible into 3,824,500 of our common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(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 15,000 shares held by David
        St. James and 125,000 shares in the name of Delta Technologies Group,
        Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(6) | Includes 15,000 shares held by Melanie
        St. James and 125,000 shares in the name of Delta Technologies Group,
        Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

24

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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, 2004            
|--------------------------------------------------------------------
|Plan Category                                                       
|Equity Compensation   Plans approved by security   holders          
|Equity Compensation   Plans not approved by   security
      holders
|Total                                                               

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.

25

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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; andAny relative or spouse of any of the foregoing persons who has the same
      house as such person.


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. Consulting
  fees for services provided by Mr. Leitch from inception through June 30, 2004,
  totaled $498,000.

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 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.

On April 23, 2004, Mr. Leitch, was issued 1,000,000 shares
  of our common stock as a result of the partial exercise of his conversion rights
  with respect to an aggregate of $96,490 in Convertible Notes issued to Mr. Leitch
  on January 6 and February 14, 2003. The Convertible Note is convertible at the
  lesser of $0.02 per share or 50% of the average trading price of our common
  stock for the 10 trading days prior to conversion. We issued a further 8,901
  shares of our common stock to Mr. Leitch in satisfaction of our interest obligations
  under the Convertible Notes. The Convertible Notes allow us to elect to pay
  accrued interest by issuing common stock at 70% of the average market price
  of our common stock for the 10 trading days prior to the interest payment date.
  Issuance of these shares was made pursuant to Regulation S of the Securities
  Act, on the basis that Mr. Leitch is not a "U.S. Person" as defined in Regulation
  S. Appropriate legends were affixed to the stock certificate issued to Mr. Leitch
  in accordance with Regulation S.

26

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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 1. Description of Business
  - Recent Corporate Developments".

27

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ITEM 13.             EXHIBITS.

(a) Exhibits

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

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

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

28

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ITEM 14.             PRINCIPAL
  ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed
  fiscal years ended June 30, 2004 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, 2004 | Year Ended June 30, 2003
|------------------------ | ------------------------ | ------------------------
|Audit
      Related Fees | $17,700                  | $4,500                  
|Tax
      Fees           | $0                       | $0                      
|All
      Other Fees     | $0                       | $0                      
|Total                    | $17,700                  | $4,500                  

29

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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.

|NORPAC TECHNOLOGIES, INC. |                                   
|------------------------- | ----------------------------------
|                          |                                   
|                          |                                   
|                          |                                   
|By:                       | /s/ Bruce T. Leitch               
|                          |                                   
|                          | BRUCE T. LEITCH                   
|                          | President, Chief Executive Officer
|                          | and Chief Financial Officer       
|                          | Director                          
|                          |                                   
|                          | Date:     November 17, 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. Leitch                | 
|--- | ---------------------------------- | 
|    |                                    | 
|    | BRUCE T. LEITCH                    | 
|    | President, Chief Executive Officer | 
|    | and Chief Financial Officer        | 
|    | (Principal Executive Officer and   | 
|    | Principal Accounting Officer)      | 
|    | Director                           | 
|    |                                    | 
|    | Date:     November 17, 2004        | 

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