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

FORM 10-KSB

(Mark One)xAnnual Report Pursuant To
  Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
  For the fiscal year ended June 30, 2005

 ̈ 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- 8619Issuer'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, 2005 were:
$0

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 October 6, 2005was $3,250,056.

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ No x

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. As of October 6,
2005 the Issuer had outstanding 32,565,390 Shares of Common Stock.

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

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TABLE OF CONTENTS

|               |                                                                          | PAGE
|-------------- | ------------------------------------------------------------------------ | ----
|PART I         |                                                                          | 3   
|ITEM 1.        | DESCRIPTION OF BUSINESS                                                  | 3   
|ITEM
      2.  | DESCRIPTION
      OF PROPERTY.                                           | 10  
|ITEM 3.        | LEGAL PROCEEDINGS.                                                       | 10  
|ITEM
      4.  | SUBMISSION OF
      MATTERS TO A VOTE OF SECURITY HOLDERS.               | 10  
|               |                                                                          |     
|PART II        |                                                                          | 11  
|ITEM 5.        | MARKET FOR COMMON EQUITY AND
      RELATED STOCKHOLDER MATTERS           | 11  
|ITEM
      6.  | MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION          | 12  
|ITEM 7.        | FINANCIAL STATEMENTS.                                                    | 18  
|ITEM
      8.  | CHANGES IN AND
      DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND    |     
|               | FINANCIAL DISCLOSURE.                                                    | 19  
|ITEM
      8A. | CONTROLS AND
      PROCEDURES                                            | 19  
|ITEM 8B.       | OTHER INFORMATION.                                                       | 19  
|               |                                                                          |     
|PART III       |                                                                          | 20  
|ITEM
      9.  | DIRECTORS, EXECUTIVE
      OFFICERS, PROMOTERS AND CONTROL PERSONS;      |     
|               | COMPLIANCE WITH SECTION 16(A)
      OF THE EXCHANGE ACT.                 | 20  
|ITEM
      10. | EXECUTIVE COMPENSATION.                                                  | 21  
|ITEM 11.       | SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND |     
|               | RELATED STOCKHOLDER
      MATTERS                                        | 22  
|ITEM 12.       | CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS.                    | 24  
|ITEM
      13. | EXHIBITS.                                                                | 25  
|ITEM 14.       | PRINCIPAL ACCOUNTANT FEES AND
      SERVICES                             | 26  
|               |                                                                          |     
|SIGNATURES     |                                                                          | 27  

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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
NorPac 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 operation 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 operation, 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."

RECENT CORPORATE DEVELOPMENTS

Our inability to achieve substantial financing since the
beginning of our prior fiscal year ended June 30, 2004 has forced us to continue
to reduce our business operations. We believe that market conditions and the
unwillingness of investors to finance junior technology companies such as NorPac
have contributed to our inability to raise additional capital. Our current cash
reserves are only sufficient to enable us to operate on a short term basis. We
continue to require additional financing if we are to continue as a going
concern and to finance our business operations. As of June 30, 2005, we had cash
of $307 and a working capital deficit of $404,237. Accordingly, we will require
additional financing in order to proceed with our plan of operations, see
Liquidity and Capital Resources below. If we do not have sufficient funds 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.

We were forced to delay the implementation of our plan of
operation 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 operation, the
following corporate developments have transpired:

|1. | 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
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|   | of our creditors as payment of amounts owed to the creditors.
        As of June, 2005 all of our Convertible Note holders converted their Convertible
        Notes in the amount of $550,000. In accordance with the terms of the Convertible
        Notes we issued 27,500,000 common shares for the conversion and an additional
        4,097,291 common shares to satisfy the accrued interest payable on the
        Notes. See Liquidity and Financial Condition  10% Convertible
        Notes below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | In April, 2005 our common stock commenced trading on
        the over-the-counter bulletin board (OTC Bulletin Board) under
        the symbol NRPT. We believe that trading on the OTC Bulletin
        Board may make our common stock more attractive to potential investors.
        See Market for Common Equity and Related Stockholder Matters,
        below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | 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 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | 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.                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5. | 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 and 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.

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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 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.

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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:

|(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.
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|    |                                                                                                                                                                                                                                                                                        
|(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 operation 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

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revenues to date.  Our ability to pursue our plan of operation, as discussed below, is contingent upon us achieving substantial financing, of which there is no assurance.  See Item 6. Managements Discussion and Analysis or Plan of
Operation  Plan of Operation.

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

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

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

SALES AND LICENSING STRATEGY

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

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

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

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"

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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 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

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potential conflict with the insert during this critical aspect of the production process. Extensive testing will be carried out during the initial research and development stage in order to produce a zero-defects product which can be manufactured
daily on a world wide basis at high production volumes.

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

RAW MATERIALS AND SUPPLIERS

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

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

EMPLOYEES

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

COMPETITION

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

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

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

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

9

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beverage is the C02 which has always been present in beverages
and is an accepted substance by the FDA for the beverage industry. The FDA
regulates the material content of all beverage containers and packages.

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

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

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

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

RESEARCH AND DEVELOPMENT

Due to a lack of working capital, no expenses on research and
development activities were incurred during the fiscal years ended June 30, 2005
and 2004. We estimate further research and development costs of approximately
$350,000 over the next twelve months in order to carry out our plan of
operation, subject to financing. See Item 6. Managements Discussion and
Analysis or Plan of Operation  Liquidity and Financial Condition.

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

None.

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

None.

10

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PART II

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

Market Information

In April, 2005, our shares of common stock commenced trading on
the Over-The-Counter Bulletin Board (the OTCBB) under the symbol NRPT. Our
shares traded on the Over-The-Counter Pink Sheets under the stock symbol CCTI
from November 20, 2002 to April, 2005. The high and the low bid prices for our
shares for the last two fiscal years of actual trading, as reported by the OTCBB
or as quoted in the Over-The-Counter Pink Sheets, as applicable, were:

QUARTER
    HIGH ($)
    LOW ($)1stQuarter 2004
    $0.40
    $0.102ndQuarter 2004
    $1.00
    $0.0023rdQuarter 2004
    $2.00
    $0.024thQuarter 2004
    $1.20
    $0.021stQuarter 2005
    $0.26
    $0.012ndQuarter 2005
    $0.20
    $0.0053rdQuarter 2005
    $0.06
    $0.00014thQuarter 2005
    $0.25
    $0.05


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 October 6, 2005, there were 204 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

During the year ended June 30, 2005, we completed the sales of
the following securities that were not registered pursuant to the Securities Act
of 1933 (the 1933 Act):

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.
As of June, 2005 all of our Convertible Note holders converted their Convertible
Notes in the amount of $550,000. In accordance with the terms of the Convertible
Notes we issued 27,500,000 restricted shares of our common stock for the
conversion and an additional 4,097,291 restricted shares of our common stock to
satisfy the accrued interest payable on the Notes. The issuance was made
pursuant to Regulation S of the Securities Act.

11

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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 Operation 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 operation 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
      TimelinePart 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 monthsPart 2
      Production of 2000 industry demonstration samples.
      7.5 months


|2. | The second phase of our plan of operation 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 operation is to market and
      pursue licensing of our Cool Can technology. This phase is anticipated to
      include presentation of product-ready samples to the beverage industry.
      We                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

12

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| | 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 operation. We will not be able to proceed with our plan of operation
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
operation 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 $307 and a working capital deficit of $404,237
as of June 30, 2005. Accordingly, we will require additional financing in order
to proceed with our plan of operation, see Liquidity and Capital Resources
below. If we achieve financing that is less than that required to pursue our
stated plan of operation, then we will scale back our plan of operation to
concentrate solely on the product development phase of our plan of operation. 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,
|----------------- | -------------------
|                  |                    
|                  |                    
|Revenue           | $                  
|Expenses          | $                  
|Net Income (Loss) | $                  

Revenues

Our revenues during the year ended June 30, 2004 were 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 did not
earn any revenues during the year ended June 30, 2005.

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.

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

13

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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, 2005 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, 2005 included in this Annual Report.

Operating expenses for the years ended June 30, 2005 and June
30, 2004 included the following expenses:

Operating Expenses
    Year Ended June 302005
    2004Professional Fees
    $36,000
    $65,000Management Fees
    $60,000
    $60,000Office Expenses
    $23,000
    $15,000Consulting Fees
    $60,000
    $60,000Interest Expense*
    $326,000
    $244,000Total
    $506,000
    $444,000


| | * | The interest expense total for the years ended June
        30, 2005 and 2004, as shown in the table above include the original issue
        discount amount of $275,000 and $195,000, respectively, to reflect a total
        interest expense of $326,000 for the year ended June 30, 2005 and $244,000
        for the comparative period in 2004.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Office expenses include rent expenses of CDN$9,600 for the
years ended June 30, 2005 and 2004, respectively. Rent expense since inception
through June 30, 2005 totaled $102,520. The increased operating expenses during
the year ended June 30, 2005 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 operation.

Net Loss

We recorded a net loss of $548,670 for the year ended June 30,
2005, compared to a net loss of $278,135 for the year ended June 30, 2004. The
increase in net loss is due primarily to the increase in our interest
expenses.

LIQUIDITY AND FINANCIAL CONDITION

|Cash Flows                                          | Year Ended June 30
|--------------------------------------------------- | ------------------
|                                                    | 2005              
|Net Cash from (used in) Operating Activities        | $(59,246)         
|Net Cash from
      (used in) Investing Activities  | $11,225           
|Net Cash from (used in) Financing Activities        | $48,072           
|Net Increase
      (decrease) in Cash During Period | $51               

Accrued but partially unpaid consultant fees payable to our
president, Mr. Bruce Leitch, were $60,000 during each of the fiscal years ended
June 30, 2005 and June 30, 2004. Consulting fees for services provided by Mr.
Leitch from inception through June 30, 2005 totaled $558,000. 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.

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

14

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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. On May 26, 2005, Mr. Leitch converted the remaining $76,490 of
the Convertible Notes held by him in exchange for 4,471,837 shares of common
stock, including all accrued interest payable. See Note 10 to the Notes to the
Audited Financial Statements. In June, 2005 our Convertible Note holders
converted their remaining Convertible Notes in the amount of $530,000. In
accordance with the terms of the Convertible Notes we issued 26,500,000
restricted shares of our common stock for the conversion and an additional
4,097,291 restricted shares of our common stock to satisfy the accrued interest
payable on the Notes. The issuance was made pursuant to Regulation S of the
Securities Act.

|Working Capital                   |   |                  |   |   |                  |   |   |                       |  
|--------------------------------- | - | ---------------- | - | - | ---------------- | - | - | --------------------- | -
|                                  |   |                  |   |   |                  |   |   | Percentage            |  
|                                  |   | At June 30, 2005 |   |   | At June 30, 2004 |   |   | Increase / (Decrease) |  
|Current Assets                    | $ | 2,557            |   | $ | 18,256           |   | $ | (85.99%               | )
|Current
      Liabilities         | $ | (406,794         | ) | $ | (314,034         | ) | $ | 29.54%                |  
|Working Capital Surplus (Deficit) | $ | (404,237         | ) | $ | (295,778         | ) | $ | 36.67%                |  

We have cash of $307 and a working capital deficit of $404,237
as at June 30, 2005. The change in our working capital deficit resulted mainly
from: (i) trade payables of $68,088; (ii) decreased accrued interest payable of
$74,741; (iii) a loan payable $48,072; (iv) amounts due to stockholders of
$51,341; (v) an increase in our cash position of $51; (vi) a decrease in the
market value of our available for sale securities of $15,750. 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 operation 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 operation. 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:

| | 1. | our ability to develop a commercially marketable Cool
        Can product;                                                           
| | -- | -------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                      
| | 2. | the success of our planned license agreements for the
        Cool Can technology that we develop;                                   
| |    |                                                                                                                                      
| | 3. | our ability to raise additional capital necessary to
        implement our business strategy and plan of operation;                  
| |    |                                                                                                                                      
| | 4. | our ability to compete with other chilled beverage container
        technology; and                                                 
| |    |                                                                                                                                      
| | 5. | the success of any marketing and promotional campaign
        which we conduct for our Cool Can product once development is complete.

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

15

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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 Operation

Our plan of operation 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 operation which will require an estimated $690,000 to be spent
over the next 12 months developing and marketing a prototype of our Cool Can product in order to accomplish our goals. As of June 30, 2005, being the date of our most recent financial statements, we had cash in the amount of $307 and a working
capital deficit of $404,237. Therefore, we will need to obtain additional financing in order to complete our prototype development. We will also require additional financing if

16

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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:

| | 1. | we incur unexpected costs in completing the development
        of our prototype or encounter any unexpected technical or other difficulties;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                              
| | 2. | we incur delays and additional expenses as a result
        of technology failure;                                                           
| |    |                                                                                                                                              
| | 3. | we are unable to create a substantial market for our
        products; or                                                                    
| |    |                                                                                                                                              
| | 4. | we incur any significant unanticipated expenses.                                                                                             

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

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, 2005, being the date of our most recent financial statements, we had a working capital deficit of $404,237.  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.

17

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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, 2005
      and 2004             | F-3 
|                                                              |     
|Statements of Operations and Comprehensive
      Loss         |     
|For the years ended June 30, 2005 and 2004                    |     
|And cumulative from Inception to
      June 30, 2005          | F-4 
|                                                              |     
|Statements of Stockholders
      Deficit                     |     
|For the years ended June 30, 2005 and 2004                    |     
|and cumulative from Inception to
      June 30, 2005          | F-5 
|                                                              |     
|Statements of Cash Flows                                      |     
|For the years ended June 30, 2005 and 2004                    |     
|and cumulative from Inception to
      June 30, 2005          | F-7 
|                                                              |     
|Notes to Financial Statements                                 | F-8 

18

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NORPAC TECHNOLOGIES, INC.(A Development Stage Company)

FINANCIAL REPORT

JUNE 30, 2005 and 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, 2005 and 2004, and the related statements of operations
  and comprehensive loss, stockholders deficit and cash flows for the years
  then ended and the period from inception (April 1, 1998) through June 30, 2005.
  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, 2005 and 2004, 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, 2005, in conformity with accounting principles generally
  accepted in the United States of America.

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

| | *"VIRCHOW, KRAUSE & COMPANY, LLP"*
| | ----------------------------------
| | VIRCHOW, KRAUSE & COMPANY, LLP    

Minneapolis, Minnesota
  September 22, 2005

F-2

---

NORPAC TECHNOLOGIES, INC.
  (A Development Stage Company)

BALANCE SHEETS
  June 30, 2005 and 2004

|ASSETS                                                               |   | 2005       |   |   | 2004       |  
|-------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                     |   |            |   |   |            |  
|CURRENT ASSETS:                                                      |   |            |   |   |            |  
|Cash                                                                 | $ | 307        |   | $ | 256        |  
|Available-for-sale securities                                        |   | 2,250      |   |   | 18,000     |  
|                                                                     |   |            |   |   |            |  
|Total
      Current Assets                                           |   | 2,557      |   |   | 18,256     |  
|                                                                     |   |            |   |   |            |  
|AVAILABLE-FOR-SALE SECURITIES                                        |   | 250,000    |   |   | 300,000    |  
|                                                                     |   |            |   |   |            |  
|INTANGIBLES, NET                                                     |   | 9,600      |   |   | 12,000     |  
|                                                                     | $ | 262,157    |   | $ | 330,256    |  
|                                                                     |   |            |   |   |            |  
|                                                                     |   |            |   |   |            |  
|                                                                     |   |            |   |   |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                |   |            |   |   |            |  
|                                                                     |   |            |   |   |            |  
|CURRENT LIABILITIES:                                                 |   |            |   |   |            |  
|Accounts payable                                                     | $ | 223,157    |   | $ | 155,069    |  
|Loan payable                                                         |   | 73,290     |   |   | 25,218     |  
|Accounts payable, stockholder                                        |   | 110,347    |   |   | 59,006     |  
|Accrued interest                                                     |   | -          |   |   | 74,741     |  
|Total
      Current Liabilities                                      |   | 406,794    |   |   | 314,034    |  
|                                                                     |   |            |   |   |            |  
|CONVERTIBLE NOTES, NET OF ORIGINAL ISSUE DISCOUNT                    |   | -          |   |   | 254,778    |  
|                                                                     |   |            |   |   |            |  
|STOCKHOLDERS DEFICIT:                                               |   |            |   |   |            |  
|                                                                     |   |            |   |   |            |  
|Common stock, .001 par value, 200,000,000
      shares authorized,   |   |            |   |   |            |  
|32,565,390 and 1,977,000 shares issued and outstanding, respectively |   | 32,565     |   |   | 1,977      |  
|Additional paid in capital                                           |   | 2,363,585  |   |   | 1,739,384  |  
|Deficit accumulated
      during the development stage               |   | (2,608,587 | ) |   | (2,059,917 | )
|Accumulated other comprehensive
      income                         |   | 67,800     |   |   | 80,000     |  
|                                                                     |   | (147,637   | ) |   | (238,556   | )
|                                                                     |   |            |   |   |            |  
|                                                                     | $ | 262,157    |   | $ | 330,256    |  

See Notes to Financial Statements.

F-3

---

NORPAC TECHNOLOGIES, INC.
  (A Development Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

|                                                              |   |            |   |   |            |   |   | Period From     |  
|------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | --------------- | -
|                                                              |   |            |   |   |            |   |   | Inception       |  
|                                                              |   |            |   |   |            |   |   | (April 1, 1998) |  
|                                                              |   | Year Ended |   |   | Year Ended |   |   | Through         |  
|                                                              |   | June 30,   |   |   | June 30,   |   |   | June 30,        |  
|                                                              |   | 2005       |   |   | 2004       |   |   | 2005            |  
|                                                              |   |            |   |   |            |   |   |                 |  
|Revenues                                                      | $ | -          |   | $ | 175,000    |   | $ | 238,000         |  
|                                                              |   |            |   |   |            |   |   |                 |  
|Administrative pre-opening and                                |   |            |   |   |            |   |   |                 |  
|development expenses                                          |   | (180,417   | ) |   | (203,077   | ) |   | (1,480,721      | )
|Interest expense                                              |   | (325,928   | ) |   | (250,058   | ) |   | (679,541        | )
|Impairment of intangibles                                     |   | -          |   |   | -          |   |   | (20,000         | )
|Stock compensation expense                                    |   | -          |   |   | -          |   |   | (624,000        | )
|Realized loss on available-for-sale securities                |   | (42,325    | ) |   | -          |   |   | (42,325         | )
|                                                              |   |            |   |   |            |   |   |                 |  
|                                                              |   |            |   |   |            |   |   |                 |  
|Net loss                                                      |   | (548,670   | ) |   | (278,135   | ) |   | (2,608,587      | )
|                                                              |   |            |   |   |            |   |   |                 |  
|Unrealized gain (loss) on available-for-sale
      securities |   | (12,200    | ) |   | 128,000    |   |   | 67,800          |  
|                                                              |   |            |   |   |            |   |   |                 |  
|Comprehensive loss                                            | $ | (560,870   | ) | $ | (150,135   | ) | $ | (2,540,787      | )
|                                                              |   |            |   |   |            |   |   |                 |  
|                                                              |   |            |   |   |            |   |   |                 |  
|                                                              |   |            |   |   |            |   |   |                 |  
|Basic loss per common share                                   | $ | (.12       | ) | $ | (.24       | ) | $ | (1.87           | )
|                                                              |   |            |   |   |            |   |   |                 |  
|Diluted loss per common share                                 | $ | (.12       | ) | $ | (.24       | ) | $ | (1.87           | )
|                                                              |   |            |   |   |            |   |   |                 |  
|Weighted average outstanding shares                           |   | 4,421,519  |   |   | 1,155,608  |   |   | 1,394,331       |  

See Notes to Financial Statements.

F-4

---

NORPAC TECHNOLOGIES, INC.
  (A Development Stage Company)

STATEMENTS OF STOCKHOLDERS DEFICIT

|                                                                                    |  |              |  |   |         |  |   |            |  |  |              |  |   |               |   |   |               |   |   | Deficit     |  
|----------------------------------------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ---------- |  |  | ------------ |  | - | ------------- | - | - | ------------- | - | - | ----------- | -
|                                                                                    |  |              |  |   |         |  |   |            |  |  |              |  |   |               |   |   | Accumulated   |   |   | Accumulated |  
|                                                                                    |  |              |  |   |         |  |   | Additional |  |  | Amount       |  |   | Stock         |   |   | Other         |   |   | During the  |  
|                                                                                    |  | Common Stock |  |   | Paid In |  |   | Per        |  |  | Subscription |  |   | Comprehensive |   |   | Development   |  
|                                                                                    |  | Shares       |  |   | Amount  |  |   | Capital    |  |  | Share        |  |   | Receivable    |   |   | Income (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     |  |   | 278,862    |  |  |              |  |   | -             |   |   | -             |   |   | (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  January 2003 to June 2003 |  | -            |  |   | -       |  |   | 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
       April 23, 2004                  |  | 1,000,000    |  |   | 1,000   |  |   | 19,000     |  |  | .02          |  |   | -             |   |   | -             |   |   | -           |  
|Stock issued for accrued interest on note payable  April
      23, 2004            |  | 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 STOCKHOLDERS DEFICIT

|                                                                                         |  |              |  |   |         |  |   |            |  |  |              |  |   |               |  |   |               |   |   | Deficit     |  
|---------------------------------------------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ---------- |  |  | ------------ |  | - | ------------- |  | - | ------------- | - | - | ----------- | -
|                                                                                         |  |              |  |   |         |  |   |            |  |  |              |  |   |               |  |   | Accumulated   |   |   | Accumulated |  
|                                                                                         |  |              |  |   |         |  |   | Additional |  |  | Amount       |  |   | Stock         |  |   | Other         |   |   | During the  |  
|                                                                                         |  | Common Stock |  |   | Paid In |  |   | Per        |  |  | Subscription |  |   | Comprehensive |  |   | Development   |  
|                                                                                         |  | Shares       |  |   | Amount  |  |   | Capital    |  |  | Share        |  |   | Receivable    |  |   | Income (Loss) |   |   | Stage       |  
|Stock issued for conversion of notes payable
       May 26, 2005 to June 27, 2005       |  | 26,500,000   |  |   | 26,500  |  |   | 503,500    |  |  | .02          |  |   | -             |  |   | -             |   |   | -           |  
|Stock issued for accrued interest on notes payable  May
      26, 2005 to June 27, 2005 |  | 2,300,646    |  |   | 2,301   |  |   | 46,013     |  |  | .021         |  |   | -             |  |   | -             |   |   | -           |  
|Stock issued for accrued interest on notes
      payable  May 26, 2005 to June 27, 2005 |  | 1,514,286    |  |   | 1,514   |  |   | 51,486     |  |  | .035         |  |   | -             |  |   | -             |   |   | -           |  
|Stock issued for accrued interest on notes payable  May
      26, 2005 to June 27, 2005 |  | 72,848       |  |   | 73      |  |   | 2,987      |  |  | .042         |  |   | -             |  |   | -             |   |   | -           |  
|Stock issued for accrued interest on notes
      payable  May 26, 2005 to June 27, 2005 |  | 42,869       |  |   | 43      |  |   | 4,758      |  |  | .112         |  |   | -             |  |   | -             |   |   | -           |  
|Stock issued for accrued interest on notes payable  May
      26, 2005 to June 27, 2005 |  | 67,551       |  |   | 67      |  |   | 7,971      |  |  | .119         |  |   | -             |  |   | -             |   |   | -           |  
|Stock issued for accrued interest on notes
      payable  May 26, 2005 to June 27, 2005 |  | 90,190       |  |   | 90      |  |   | 7,486      |  |  | .084         |  |   | -             |  |   | -             |   |   | -           |  
|Net loss                                                                                 |  | -            |  |   | -       |  |   | -          |  |  |              |  |   | -             |  |   | -             |   |   | (548,670    | )
|Other comprehensive gain (loss) on available-for-sale
      securities                   |  | -            |  |   | -       |  |   | -          |  |  |              |  |   | -             |  |   | (12,200       | ) |   | -           |  
|Balance, June 30, 2005                                                                   |  | 32,565,390   |  | $ | 32,565  |  | $ | 2,363,585  |  |  |              |  | $ | -             |  | $ | 67,800        |   | $ | (2,608,587  | )

See Notes to Financial Statements.

F-6

---

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,        |  
|                                                              |   | 2005       |   |   | 2004       |   |   | 2005            |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                         |   |            |   |   |            |   |   |                 |  
|Net loss                                                      | $ | (548,670   | ) | $ | (278,135   | ) | $ | (2,608,587      | )
|Amortization expense                                          |   | 2,400      |   |   | 2,400      |   |   | 14,400          |  
|Compensation expense,
      options to nonemployees           |   | -          |   |   | -          |   |   | 504,000         |  
|Receipt of available-for-sale securities                      |   | -          |   |   | (175,000   | ) |   | (238,000        | )
|Excess of fair value
      of common stock issued over        |   |            |   |   |            |   |   |                 |  
|carrying
      amount of debt                                 |   | -          |   |   | -          |   |   | 120,000         |  
|Realized loss on
      sales of available-for-sale securities |   | 42,325     |   |   | -          |   |   | 42,325          |  
|Amortization of original issue discount                       |   | 275,222    |   |   | 194,592    |   |   | 550,000         |  
|Impairment loss
      on intangibles                          |   | -          |   |   | -          |   |   | 20,000          |  
|Increase in accounts payable                                  |   | 68,088     |   |   | 76,450     |   |   | 291,955         |  
|Increase in accrued
      interest                            |   | 50,048     |   |   | 54,648     |   |   | 127,380         |  
|Increase in accounts payable, stockholders                    |   | 51,341     |   |   | 35,366     |   |   | 344,346         |  
|Increase (decrease)
      in due to stockholders              |   | -          |   |   | (326       | ) |   | 20,776          |  
|Net cash flows used in operating activities                   |   | (59,246    | ) |   | (90,005    | ) |   | (811,405        | )
|                                                              |   |            |   |   |            |   |   |                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                         |   |            |   |   |            |   |   |                 |  
|Proceeds form sale
      of available-for-sale securities     |   | 11,225     |   |   | -          |   |   | 11,225          |  
|Purchase of intangibles                                       |   | -          |   |   | -          |   |   | (44,000         | )
|Net cash flows from (used
      in) operating activities      |   | 11,225     |   |   | -          |   |   | (32,775         | )
|                                                              |   |            |   |   |            |   |   |                 |  
|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                              |   | 48,072     |   |   | 25,218     |   |   | 73,290          |  
|Issuance of convertible notes                                 |   | -          |   |   | -          |   |   | 82,500          |  
|Net cash flows from financing
      activities                |   | 48,072     |   |   | 35,218     |   |   | 844,487         |  
|                                                              |   |            |   |   |            |   |   |                 |  
|Increase (decrease) in cash                                   |   | 51         |   |   | (54,787    | ) |   | 307             |  
|Cash:                                                         |   |            |   |   |            |   |   |                 |  
|Beginning                                                     |   | 256        |   |   | 55,043     |   |   | -               |  
|                                                              |   |            |   |   |            |   |   |                 |  
|Ending                                                        | $ | 307        |   | $ | 256        |   | $ | 307             |  
|                                                              |   |            |   |   |            |   |   |                 |  
|SUPPLEMENTAL CASH FLOWS INFORMATION:                          |   |            |   |   |            |   |   |                 |  
|                                                              |   |            |   |   |            |   |   |                 |  
|Cash paid
      for interest                                  | $ | 658        |   | $ | 817        |   | $ | 2,161           |  
|                                                              |   |            |   |   |            |   |   |                 |  
|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         |  
|Stock issued for conversion
      of notes payable            | $ | 530,000    |   | $ | 20,000     |   | $ | 550,000         |  
|Stock issued
      for accrued interest on notes payable      | $ | 124,789    |   | $ | 2,592      |   | $ | 127.381         |  

See Notes to Financial Statements.

F-7

---

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 related component
        parts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 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 revenue from operations. Research and development costs
        are expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 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 8). Amortization expense
        for each of the years ended June 30, 2005 and 2004 was $2,400 and accumulated
        amortization was $14,400 and $12,000, respectively. Estimated amortization
        expense is $2,400 for each of the next four years.
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F-8

---

|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, 2005
        and 2004 or the period from inception through June 30, 2005. 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.
|
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 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     |  
| |                                         |   | 2005     |   |   | 2004     |   |   | June 30,    |  
| |                                         |   |          |   |   |          |   |   | 2005        |  
| | Net loss                                | $ | (548,670 | ) | $ | (278,135 | ) | $ | (2,608,587  | )
| | Pro forma net loss                      | $ | (548,670 | ) | $ | (278,135 | ) | $ | (2,656,587  | )
| |                                         |   |          |   |   |          |   |   |             |  
| | Stock based compensation                |   |          |   |   |          |   |   |             |  
| | As reported                             | $ | -        |   | $ | -        |   | $ | 504,000     |  
| | Proforma                                | $ | -        |   | $ | -        |   | $ | 48,000      |  
| |                                         |   |          |   |   |          |   |   |             |  
| | Basic and diluted loss per common share |   |          |   |   |          |   |   |             |  
| | As reported                             | $ | (.12     | ) | $ | (.24     | ) | $ | (1.87       | )
| | Pro forma                               | $ | (.12     | ) | $ | (.24     | ) | $ | (1.91       | )

| | There were no options issued during the years ended
      June 30, 2005 and 2004.
| | ---------------------------------------------------------------------------------

F-9

---

|Note 1. | Nature of Business and Summary of Significant Accounting
      Policies (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 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, 2005 and 2004, and $14,662 for the period
        from inception through June 30, 2005.                                                                                                                                                                                                                                                                                                                                                                      
|
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 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.
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 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.                 
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Start-up costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 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, 2005 and 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|

F-10

---

|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.
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|

| |                                    |   | 2005     |   |   | 2004     |  
| | ---------------------------------- | - | -------- | - | - | -------- | -
| | Expected benefit at statutory rate | $ | (186,548 | ) | $ | (100,129 | )
| | State tax effects                  |   | (32,920  | ) |   | (19,469  | )
| | Increase in valuation allowance    |   | 219,468  |   |   | 119,598  |  
| |                                    | $ | -        |   | $ | -        |  

| | 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:                                                                                   

| |                      |   | 2005       |   |   | 2004     |  
| | -------------------- | - | ---------- | - | - | -------- | -
| | Deferred tax assets: |   |            |   |   |          |  
| | Pre-opening costs    | $ | 1,072,691  |   | $ | 853,223  |  
| | Valuation allowance  |   | (1,072,691 | ) |   | (853,223 | )
| |                      | $ | -          |   | $ | -        |  

|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 Company.                                                                                                                                                                                    
|
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Note 4. | Related Party Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | The Company currently
        has a consulting arrangement with an officer/stockholder. Such consulting
        fees totaled $60,000 for each of the years ended June 30, 2005 and 2004.
        Consulting fees from inception through June 30, 2005 totaled $558,000.
        The balance due to the officer/stockholder at June 30, 2005 and 2004 was
        $110,347 and $59,006, respectively. Amounts due to the officer/ stockholder
        are unsecured, non-interest bearing, and due on demand.
|
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|
|

F-11

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|Note 5. | Available-for-sale Securities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | Investments held by
        the Company are classified as available-for-sale securities. Available-for-sale
        securities are reported at fair value with all unrealized gains or losses
        included in other comprehensive income (loss). The fair value of the securities
        was determined by quoted market prices of the underlying security. Proceeds
        of $11,225 and $0 were received and a loss on sale of available-for-sale
        securities of $42,325 and $0 was included in net loss for the years ended
        June 30, 2005 and 2004, respectively. For purposes of determining gross
        realized losses, the cost of available-for-sale securities is based on
        specific identification.
|
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| |                                                     |   |            |  |   | Gross      |  |   | Gross      |  |   |         | 
| | --------------------------------------------------- | - | ---------- |  | - | ---------- |  | - | ---------- |  | - | ------- | 
| |                                                     |   | Aggregate  |  |   | unrealized |  |   | unrealized |  |   |         | 
| |                                                     |   | fair value |  |   | gains      |  |   | losses     |  |   | Cost    | 
| | Available for sale securities - June
      30, 2005 | $ | 252,250    |  | $ | 67,800     |  | $ | -          |  | $ | 184,450 | 
| | Available for sale securities - June 30, 2004       | $ | 318,000    |  | $ | 80,000     |  | $ | -          |  | $ | 238,000 | 

|        | The Companys
        net unrealized holding gain (loss) was ($12,200) and $128,000 for the
        years ended June 30, 2005 and 2004, respectively. The reclassification
        adjustment was $40,800 and $0 for the years ended June 30, 2005 and 2004,
        respectively and $40,800 for the period from inception through June 30,
        2005. On an ongoing basis, the Company evaluates its investment in available-for-sale
        securities if a decline in fair value is other-than-temporary. There have
        been no other-than-temporary declines through June 30, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Note 6. | Intangibles:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | A United States patent
        for a self-chilling beverage container and parts thereforewas
        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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 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.
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|

F-12

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| | 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 and June 30, 2005                   |  | -         |   |   | -        | 
| | 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                                      |  |           |   | $ | -        | 
| | Weighted average fair value of options granted
      during the |  |           |   |   |          | 
| | period ended June 30, 2005                                      |  |           |   | $ | -        | 

| | 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 was no accounting
        consequence or compensation for the options repriced. All options were
        cancelled or expired during the year ended June 30, 2003.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|

F-13

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|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 Technology within 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.
|
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | The consideration for the Agreement was as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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

|        | The Technology and
        the Company patents and trademarks included in the Technology remain the
        property of the Company subject to the terms of the License granted under
        the Agreement. However, Balsam has a right of first refusal to acquire
        the intellectual property subject to the Agreement should the Company
        seek to dispose of the Technology during the currency of the Agreement.
        The Agreement supersedes all prior arrangements and agreements between
        the Company and Balsam in respect of the Technology.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Note 9. | Loan Payable:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | In 2005 and 2004, the
        Company received loans from four parties. The loans are unsecured, non-
        interest bearing, and due on demand. The balance due at June 30, 2005
        and 2004 was $73,290 and $25,218, respectively.                                                                                                                                                                                                                                                                                                                                   
|
|

F-14

---

|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
|
|
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         | On May 26, 2005, an
        officer/stockholder converted the balance of his convertible notes in
        the amount of $76,490. In accordance with the convertible note agreement,
        the Company issued 3,824,500 common shares for the conversion and an additional
        647,337 common shares to satisfy the accrued interest payable on the notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
|
|
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         | In June 2005 all of
        the remaining note holders converted their convertible notes in the amount
        of $453,510. In accordance with the convertibles note agreements the Company
        issued 22,675,500 common shares for the conversion and an additional 3,441,053
        common shares to satisfy the accrued interest payable on the notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
|
|
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         | The fair value of the beneficial conversion is
      as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |                                                   |   | 2005 |  |   | 2004     |  
| | ------------------------------------------------- | - | ---- |  | - | -------- | -
| | Outstanding convertible notes payable             | $ | -    |  | $ | 530,000  |  
| | Less: beneficial conversion                       |   | -    |  |   | (275,222 | )
| | Convertible notes, net of original issue discount | $ | -    |  | $ | 254,778  |  

F-15

---

|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-16

---

|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.

19

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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  | 47  | 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.

Audit Committee Financial Expert

Our board of directors has determined that none of the audit
committee members can be classified as an "audit committee financial expert" as
defined in Item 401(e) of Regulation S-B. Our board of directors does not
contain a member that can be classified as an "audit committee financial expert"
under the referenced definition. Our board of directors believes that attracting
and retaining board members that could be classified as an "audit committee
financial expert" is unlikely due to the high cost of such director
candidates.

20

---

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more than ten percent
of our equity securities, to file reports of ownership and changes in ownership
with the SEC. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish us with copies of all Section 16(a) forms
they file. Based on our review of the copies of such forms received by us, we
believe that during the fiscal year ended June 30, 2005 all such filing
requirements applicable to our officers and directors were complied with
exception that reports were filed late by the following persons:

|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                 

|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, 2005.

|                   |                       | Annual Compensation |         | Long Term Compensation |        
|------------------ | --------------------- | ------------------- | ------- | ---------------------- | -------
|                   |                       |                     |         |                        | Other  
|                   |                       |                     |         |                        | Annual 
|                   |                       |                     |         |                        | Compen-
|Name               | Title                 | Year                | Salary  | Bonus                  | sation 
|                   |                       |                     |         |                        |        
|Bruce Leitch(1)(2) | President, Secretary, | 2005                | $60,000 | Nil                    | Nil    
|                   | Treasurer & Director  | 2004                | $60,000 | Nil                    | Nil    
|                   |                       | 2003                | $55,500 | Nil                    | Nil    

|Notes:
|------
|(1)   
|
|
|(2)   
|
|
|
|

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, 2005:

OPTION / SAR GRANTS IN LAST
      FISCAL YEAR   (INDIVIDUAL GRANTS)Name
    Number of Securities Underlying
      Options Granted
    % of Total Options Granted
      to Employees
    Exercise Price (per
      Share)
    Expiration
      DateBruce Leitch, President, Secretary,
      Treasurer and Director
    Nil
    N/A
    N/A
    N/A


21

---

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, 2005:

AGGREGATED OPTION/SAR
      EXERCISES DURING THE LAST FINANCIAL YEAR END AND FINANCIAL
      YEAR-END OPTION/SAR VALUESName
    Common Shares Acquired on Exercise ($)
    Value Realized ($)
    Unexercised Options
      at Financial Year-End (#) exercisable / unexercisable
    Value of Unexercised In-The- Money Options/SARs at Financial
      Year-End ($) exercisable / unexercisableBruce Leitch, President,
      Secretary, Treasurer and Director
    Nil
    N/A
    Nil/Nil
    Nil


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.

|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 October 6,
2005 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.

|Title of class  | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Common Stock(1)
|--------------- | ------------------------------------ | ----------------------------------------- | -----------------------------
|
|                |                                      |                                           |                              
|Common Stock    | Bruce Leitch                         | 5,481,588                                 | 16.8%                        
|                | Director, President,                 | Direct                                    |                              
|                | Secretary & Treasurer                |                                           |                              
|                | 698 Seymour Street, Suite 311        |                                           |                              
|                | Vancouver, British Columbia          |                                           |                              
|                |                                      |                                           |                              
|Common Stock    | All Officers and Directors as        | 5,481,588                                 | 16.8%                        
|                | a Group (1 person)                   |                                           |                              
|                |                                      |                                           |                              
|                |                                      |                                           |                              
|5% SHAREHOLDERS |                                      |                                           |                              
|                |                                      |                                           |                              
|Common Stock    | Bruce Leitch                         | 5,481,588                                 | 16.8%                        
|                | Director, President,                 | Direct                                    |                              
|                | Secretary & Treasurer                |                                           |                              
|                | 698 Seymour Street, Suite 311        |                                           |                              
|                | Vancouver, British Columbia          |                                           |                              

|Notes:
|------
|(1)   
|
|

22

---

| | 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 October 6, 2005.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|

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,
      2005Plan Category
    Number of securities
      to be issued upon exercise of outstanding options,
      warrants and rights (a)
    Weighted-average
      exercise price of outstanding options, warrants and rights
      (b)
    Number of securities
      remaining available for issuance under equity compensation
      plans (excluding securities reflected in column (a)) (c)Equity Compensation Plans approved by
      security holders
    Nil
    N/A
    NilEquity Compensation Plans not approved by
      security holders
    Nil
    N/A
    NilTotal
    Nil
    N/A
    Nil


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

23

---

granted under the Plan to any participant is 3,600,000 shares,
subject to certain adjustments to prevent dilution. The aggregate number of
shares underlying options granted to any eligible person during any calendar
year may not exceed 3% of our issued and outstanding common shares.

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

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

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

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

|ITEM 12. | CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS.
|-------- | -----------------------------------------------------

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

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

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, 2005,
totaled $558,000.

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. 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. On May 26, 2005, Mr. Leitch converted
the remaining $76,490 of the Convertible Notes held by him in exchange for
4,471,837 shares of common stock, including all accrued interest payable. See
Note 10 to the Notes to the Audited Financial Statements.

24

---

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.

|ITEM 13. | 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)                                                                                                                                                   
|23.1           | Consent of Virchow Krause
      & Company LLP.                                                                                                                       
|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.               
|

|Notes:
|------
|(1)   
|(2)   
|(3)   
|(4)   
|(5)   
|(6)   

25

---

|(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.

|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|-------- | ---------------------------------------

Audit Fees

The aggregate fees billed for the two most recently completed
fiscal years ended June 30, 2005 and 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,
    2005
    Year Ended June
      30, 2004Audit Related Fees
    $15,255
    $17,700Tax Fees
    -
    $0All Other Fees
    $189
    $0Total
    $15,444
    $17,700


26

---

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:     October 11, 2005         | 

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: October 11, 2005             | 

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