History and Organization of the Company

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. 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.

On November 7, 2006, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) for a merger with Nextdigital Corp. (“Nextdigital”), a Nevada company engaged in the provision of smart card solutions to the international marketplace. Under the terms of the Merger Agreement, the Company would have merged with Nextdigital and changed its name to Nextdigital Corporation. The Merger Agreement also provided that the Company would have issued one share of the Company’s common stock in exchange for each outstanding share of common stock of Nextdigital. Nextdigital currently has 21,421,600 shares of common stock outstanding. The parties verbally agreed to extend the agreement, however, on February 15, 2007 the Company received notice from Nextdigital that it was electing not to proceed with the Merger Agreement because it believed its shareholders would not approve it. The Company is presently negotiating with Nextdigital the repayment of all amounts loaned to Nextdigital, and intends to continue to pursue its development of the Cool Can Technology (see Note 5).

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 significant revenue from operations. Research and development costs are expensed as incurred.

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States for interim financial information. The accompanying financial statements do not include all information and footnote disclosures required for a complete presentation prepared under accounting principles generally accepted in the United States. The interim period financial statements should be read together with the audited financial statements and the accompanying notes for the year ended June 30, 2006 included in the Company’s annual report on form 10-KSB. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows as of December 31, 2006 and for all periods presented, have been included. Interim results for the period ended December 31, 2006 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. However, the Company has sustained substantial losses and is still in the development stage. These financial statements do not include any adjustments that might result from this uncertainty.

Additional funding will be necessary to continue development and marketing of the self-chilling beverage container. 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.

Significant Accounting Policies

The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States and are stated in US dollars. The significant accounting policies adopted by the Company are as follows:

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Foreign currency translation

The functional currency of the Company is the United States dollar. Monetary assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date while non-monetary assets and liabilities are translated at historical rates. Revenue and expense items denominated in a foreign currency are translated at exchange rates prevailing when such items are recognized in the statement of operations. Exchange gains and losses arising on transactions denominated in foreign currency are included in the statement of operations.

Cash and cash equivalents

The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. As of December 31, 2006, cash and cash equivalents consists of cash only.

Intangible assets

Intangible assets are recorded at cost. Amortization is calculated using the straight-line method over 10 years.

Significant Accounting Policies (continued)

Advertising expenses

The Company expenses advertising costs as incurred. There were no advertising expenses incurred by the Company for the periods ended December 31, 2006 and 2005.

Income taxes

Deferred taxes are recorded using the liability method. A deferred tax asset or liability is recorded for all

temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expenses (benefit) result from the net change during the period of deferred tax assets and liabilities.

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 enactment.

Fair value of financial instruments

The Company's financial instruments consist of cash, available-for-sale securities, loans receivable and accounts payable and accrued liabilities. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments, other than available-for-sale securities, approximates their carrying values because of the short-term nature of these financial instruments. Available-for-sale securities are recorded at their fair market values.

Stock-based compensation

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS“) 123(R), "Share-Based Payment," and related interpretations which superseded Accounting Principles Board (“APB”) Opinion 25, “Accounting for Stock Issued to Employees.” SFAS 123(R) requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the fair value of the award. This statement was adopted using the modified prospective method, which requires the Company to recognize compensation expense on a prospective basis. The fair value of stock-based compensation is determined using the Black-Scholes valuation model, which is consistent with the Company’s valuation techniques previously utilized for stock-based awards in footnote disclosures required under SFAS 123, “Accounting for Stock-Based Compensation.” Prior to January 1, 2006, the Company accounted for share-based compensation under the recognition and measurement provisions of APB Opinion 25, as permitted by SFAS 123. Under APB Opinion 25, compensation expense was recorded using the intrinsic method where compensation expense under fixed term option plans was recorded at the date of grant only to the extent that the market value of the underlying stock at the date of grant exceeded the exercise price. As a result of adopting SFAS 123(R) on January 1, 2006, the Company’s net loss for the period ended December 31, 2006 was no different than if it had continued to account for stock-based compensation under SFAS 123. Basic and diluted loss per share for the period ended December 31, 2006 was no different than if it had continued to account for share-based compensation under SFAS 123.

Significant Accounting Policies (continued)

Stock-based compensation (continued)

The following table shows the pro forma effect on 2005 net loss and net loss per share, had compensation expense been determined based on the fair value at the award grant date, in accordance with SFAS 123:

Significant Accounting Policies (continued)

Development stage

The Company is a development stage company as defined in SFAS 7, “Accounting and Reporting by Development Stage Enterprises,” as it is devoting substantially all of its efforts to establish a new business and planned principal operations have not yet commenced.

In June 2005, the FASB issued SFAS 154, “Accounting Changes and Error Corrections,” which replaces APB Opinion 20, “Account Changes,” and SFAS 3, Reporting Accounting Changes in Interim Financial Statements.” SFAS 154 changes the requirements for the accounting and reporting of a change in accounting principle. APB Opinion 20 previously required that most voluntary changes in accounting principles be recognized by including the cumulative effect of the new accounting principle in net income of the period of change. SFAS 154 now requires retrospective application of changes in accounting principle to prior period financial statements, unless it is impractical to determine either the period-specific effects or the cumulative effect of the change. The statement is effective for fiscal years beginning after December 15, 2005. The Company does not expect that this Statement will have a material impact on their financial position, results of operations or cash flows.

In February 2006, the FASB issued SFAS 155, “Accounting for Certain Hybrid Financial Instruments – an amendment of SFAS 133 and 140.” SFAS 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133, and establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. In addition, SFAS 155 clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company does not expect that this Statement will have a material impact on their financial position, results of operations or cash flows.

In March 2006, the FASB issued SFAS 156, “Accounting for Servicing of Financial Assets—an amendment of SFAS 140.” SFAS 156 requires that an entity separately recognize a servicing asset or a servicing liability when it undertakes an obligation to service a financial asset under a servicing contract in certain situations. Such servicing assets or servicing liabilities are required to be initially measured at fair value, if practicable. SFAS 156 also allows an entity to choose either the amortization method or the fair value measurement method to account for servicing assets and servicing liabilities within the scope of this Statement. SFAS 156 is effective after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company does not expect that this Statement will have a material impact on their financial position, results of operations or cash flows.

Significant Accounting Policies (continued)

(l)

In April 2006, the FASB issued FASB Staff Position (FSP) FIN 46R-6, “Determining the Variability to Be Considered in Applying FASB Interpretation No. (FIN) 46(R).” FIN 46R-6 addresses certain implementation issues related to FIN 46R (revised December 2003), “Consolidation of Variable Interest Entities.” Specifically, FIN 46R-6 addresses how a reporting enterprise should determine the variability to be considered in applying FIN 46R. The variability that is considered in applying FIN 46R affects the determination of (a) whether an entity is a variable interest entity (VIE), (b) which interests are “variable interests” in the entity, and (c) which party, if any, is the primary beneficiary of the VIE. That variability affects any calculation of expected losses and expected residual returns, if such a calculation is necessary. The Company is required to apply the guidance in FIN 46R-6 prospectively to all entities (including newly created entities) and to all entities previously required to be analyzed under FIN 46R when a “reconsideration event” has occurred, beginning July 1, 2006. The Company will evaluate the impact of this FSP at the time any such “reconsideration event” occurs and for any new entities created.

In July 2006, the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes-an interpretation of SFAS 109.” This Interpretation provides guidance for recognizing and measuring uncertain tax positions, as defined in SFAS 109, “Accounting for Income Taxes.” FIN 48 prescribes a threshold condition that a tax position must meet for any of the benefit of an uncertain tax position to be recognized in the financial statements. Guidance is also provided regarding derecognition, classification and disclosure of uncertain tax positions. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect that this Interpretation will have a material impact on their financial position, results of operations or cash flows.

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. For purposes of determining gross realized gains or losses, the cost of available-for-sale securities is based on specific identification.

In November 2002, the Company received securities valued at $63,000. Pursuant to the license agreement described in Note 12, the Company received additional securities valued at $175,000 in November 2003, and securities valued at $30,000 in January 2006. There were no sales of available-for-sale securities during the six months ended December 31, 2006 and 2005.

The Company’s net unrealized holding gain (loss) was $0 and ($75,675) for the three months ended December 31, 2006 and 2005, respectively and ($166,350) and $50,450 for the six months ended December 31, 2006 and 2005, respectively. The reclassification adjustment was $0 and $0 for the three months ended December 31, 2006 and 2005, respectively and $0 and $0 for the six months ended December 31, 2006 and 2005, respectively and $40,800 for the period from inception through December 31, 2006. 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 in fair value through December 31, 2006.

At December 31, 2006, the Company held 5,545,000 common shares of Balsam Ventures, Inc. for an ownership percentage of 21.3% . This investment in Balsam was not accounted for under the equity method in accordance with APB Opinion 18, “The Equity Method of Accounting for Investments in Common Stock,” because the Company is unable to exercise significant influence over the operating and financial policies of the investee.

Loans Receivable

During the six months ended December 31, 2006, several loans were granted to Nextdigital, totaling $450,000. The loans bear interest at 8% per annum and are due as follows:

Interest income for the six and three months ended December 31, 2006 totaled $3,485 and $3,485, respectively.

As discussed in Note 1, the Merger Agreement with Nextdigital was terminated. The Company is presently negotiating with Nextdigital the repayment of all amounts loaned to Nextdigital

Intangible Assets

A United States patent for a self-chilling beverage container and related component parts was obtained by a founding stockholder on March 11, 1997. During 1998, the patent and patent holder rights thereunder were sold to the Company for $1. Subsequent costs in June 1999 of $24,000 to file foreign patent applications have been similarly capitalized. Estimated amortization expense is $2,400 for each of the next two years and $1,200 in the third year.

Intangible Assets (continued)

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 and as such, an impairment loss of $20,000 was recorded for the year ended June 30, 2003.

In the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable and an estimate of future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss will be recognized. Management's estimates of revenues, operating expenses, and operating capital are subject to certain risks and uncertainties which may affect the recoverability of the Company's investments in its assets. Although management has made its best estimate of these factors based on current conditions, it is possible that changes could occur which could adversely affect management's estimate of the net cash flow expected to be generated from its operations. At December 31, 2006, 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.

Related Party Transactions

Consulting fees paid to an officer and director totaled $3,000 and $6,000 for the three and six months ended December 31, 2006, respectively and $0 and $0 for the three and six months ended December 31, 2005, respectively. Consulting fees paid to an officer and director from inception through December 31, 2006 totaled $8,500.

Consulting fees paid to a former officer and director totaled $0 and $0 for the three and six months ended December 31, 2006, respectively and $30,000 and $15,000 for the three and six months ended December 31, 2005, respectively. Consulting fees paid to a former officer and director from inception through December 31, 2006 totaled $588,000. During the period of inception through December 31, 2006, a former officer and director settled accounts payable of $146,330 in exchange for 187,500 common shares of the Company with a fair value of $28,125. The difference between the carrying amount of the accounts payable and the fair value of the common shares issued of $118,205 was recorded as an increase to additional paid in capital.

At December 31, 2006, included in accounts payable was $46, owed to a former officer and director of the Company.

Stockholders’ Equity

The Board of Directors has 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.

On November 30, 2006, the Company issued 2,000,000 shares of common stock at a price of $0.25 per share for total proceeds of $500,000.

Stock Options

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 may 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:

Segment Information

The Company’s business is considered as operating in one segment based upon the Company’s organization structure, the way in which the operation is managed and evaluated, the availability of separate financial results and materiality considerations.

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 significant 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 with a valuation allowance.

The benefit for income taxes differs from the amount computed by applying the U.S. federal income tax rate to loss before income taxes for the three and six months ended December 31, as follows:

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.

The consideration for the Agreement was as follows:

Balsam issued to the Company 5,000,000 restricted shares of its common stock; and

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.

On January 14, 2006, the Company entered into an agreement (the “Extension Agreement”) with Balsam, to amend the terms of the Agreement dated November 30, 2003. Under the Extension Agreement, the Company agreed to extend the date on which Balsam is required to commence paying the minimum royalty payments to January 15, 2007.

The consideration for the Extension Agreement was as follows:

Balsam issued to the Company 500,000 restricted shares of its common stock; and

Balsam paid the Company $20,000.

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.

Subsequent Events

On January 30, 2007, the Company entered into a loan agreement to lend $162,000 to Nextdigital. The loan bears interest at 8% per annum, calculated and compounded annually, is unsecured and is due on or before January 30, 2009. As discussed in Note 1, the Merger Agreement with Nextdigital was terminated. The Company is presently negotiating with Nextdigital the repayment of all amounts loaned to Nextdigital.

On January 5, 2007, the Company issued 432,500 units at a price of $0.40 per unit, with each unit consisting of one share of the Company’s common stock and one share purchase warrant. Each warrant entitles the holder to purchase an additional share of the Company’s common stock at a price of $0.40 and expires January 5, 2008. In December 2006, the Company received $103,000 from investors for the purchase of 257,500 of such units.

On November 7, 2006, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nextdigital Corp. (“Nextdigital”) and Nextdigital Acquisition Corp., our wholly owned subsidiary formed for the purpose of the Merger (“Subco”). Under the terms of the Merger Agreement, the agreement was to terminate on December 31, 2006 if the conditions were not met. The parties verbally agreed to extend the agreement, however, on February 15, 2007 we received notice from Nextdigital that it was electing not to proceed with the Merger Agreement because it believed its shareholders would not approve it. We are presently negotiating with Nextdigital the repayment of all amounts loaned to Nextdigital, and intend to continue to pursue our development of the Cool Can Technology.

On November 7, 2006, we entered into a loan agreement with Nextdigital pursuant to which we loaned $100,000 to Nextdigital. The loan to Nextdigital is for a term of two years, maturing on November 7, 2008 and accrues interest at the rate of 8% per annum. The loan is unsecured and evidenced by a promissory note.

On November 20, 2006, we entered into a loan agreement with Nextdigital pursuant to which we loaned $75,000 to Nextdigital. The loan to Nextdigital is for a term of two years, maturing on November 20, 2008, and accrues interest at the rate of 8% per annum. The loan is unsecured and evidenced by a promissory note.

On November 30, 2006, we completed a private placement of 2,000,000 shares of our common stock at a price of $0.25 per shares for gross proceeds of $500,000. The issuance was made pursuant to Regulation D of the Securities Act of 1933 to two subscribers, each of whom is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act. See “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.”

In January, 2007 we changed the address of our head office to Suite 410-103 East Holly St. Bellingham, WA 98225. We rent the new office space consisting of 400 square feet on a month to month basis at a rate of $275 per month.

On December 4, 2006, we entered into a loan agreement with Nextdigital pursuant to which we loaned $275,000 to Nextdigital. The loan to Nextdigital is for a term of two years, maturing on December 4, 2008, and accrues interest at the rate of 8% per annum. The loan is unsecured and evidenced by a promissory note.

On January 5, 2007, we closed a private placement of 432,500 units at a price of $0.40 per unit for gross proceeds of $173,000. Each unit consisted of one share of our common stock and one share purchase warrant. Each warrant entitles the holder thereof to acquire one additional share of our common stock at a price of $0.40 for a period of one year from the date of issuance. The issuance was completed pursuant to Regulation S of the Securities Act on the basis that each subscriber represented to us that that it was a non-US person, as defined in Regulation S of the Securities Act. See “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.”

On January 30, 2007, we loaned $162,000 to Nextdigital. The loan to Nextdigital is for a term of two years, maturing January 30, 2009, and accrues interest at a rate of 8% per annum. The loan is unsecured and is evidenced by a promissory note.

Delivery of the financial statements by Nextdigital required under applicable securities laws;

Nextdigital obtaining the approval of the Merger by the stockholders of Nextdigital pursuant to a stockholder meeting or written consent of the stockholders of Nextdigital in lieu of a meeting;

That no more than two (2%) percent of the holders of the issued and outstanding shares of Nextdigital will have exercised appraisal rights under Nevada Law as dissenting stockholders in respect of the Merger; and

Norpac will have received evidence satisfactory to Norpac that all shares of Norpac common stock issuable pursuant to the Merger will be issuable without registration pursuant to the Securities Act in reliance on applicable exemptions from registration.

issue 5,000,000 restricted shares of its common stock to us; and

pay us the following royalties:

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, and

a license royalty equal to 5% of revenues received by Balsam from sub-licensing our proprietary technology.

500,000 restricted shares of Balsam’s common stock; and

$20,000.

The first phase will be divided into two parts and involves engaging LNE Engineering Co., a third party contractor, to proceed with prototype development and production of samples of our self-chilling beverage container modules. This phase will include the following elements:

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 1, 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.

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

our ability to develop a commercially marketable Cool Can product;

the success of our planned license agreements for the Cool Can Technology that we develop;

our ability to raise additional capital necessary to implement our business strategy and plan of operation;

our ability to compete with other chilled beverage container technology; and

the success of any marketing and promotional campaign which we conduct for our Cool Can product once development is complete.

we incur unexpected costs in completing the development of our prototype or encounter any unexpected technical or other difficulties;

we incur delays and additional expenses as a result of technology failure;

we are unable to create a substantial market for our products; or

we incur any significant unanticipated expenses.

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

contains a toll-free telephone number for inquiries on disciplinary actions;

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

On November 30, 2006, we closed a private placement of 2,000,000 shares of our common stock at a price of $0.25 per share for gross proceeds of $500,000. The shares were issued to accredited investors resident in the United States pursuant to Regulation D of the Securities Act. All securities issued were endorsed with a restrictive legend confirming that the securities cannot be resold without registration under the Securities Act or an applicable exemption from registration requirements of the Securities Act.

On January 5, 2007, we closed a private placement of 432,500 units at a price of $0.40 per unit for gross proceeds of $173,000. Each unit consists of one share of our common stock and one share purchase warrant. Each warrant entitles the holder to acquire one additional share of our common stock at a price of $0.40 for a period of one year from the date of issuance. The issuance was completed pursuant to Regulation S of the Securities Act on the basis that each subscriber represented to us that that it was a non-US person, as defined in Regulation S of the Securities Act. All securities issued to the subscribers were endorsed with a restrictive legend in accordance with Regulation S of the Securities Act.

Articles of Incorporation and Bylaws.⁽¹⁾

Articles of Merger.⁽⁶⁾

Bylaws as amended.⁽⁶⁾

Form of Warrant Certificate dated January 5, 2007.⁽¹¹⁾

Sale of Patent Agreement dated as of June 15, 1998 between Cool Can Technologies, Inc. and Edward Halimi.⁽¹⁾

Patent and Technology Transfer Agreement dated April 18, 2001 among Cool Can Technologies, Inc., David St. James, Melanie St. James and Edward Halimi.⁽²⁾

Exclusive License Agreement dated June 5, 2002 between Balsam Ventures, Inc., and Cool Can Technologies Inc.⁽³⁾

Form of Convertible Note.⁽⁵⁾

Form of Subscription Agreement between Cool Can Technologies, Inc. and the Convertible Noteholders.⁽⁵⁾

Exclusive License Agreement dated for reference November 30, 2003 between Balsam Ventures, Inc., and Cool Can Technologies Inc.⁽⁴⁾

Agreement and Plan of Merger Agreement dated effective May 21, 2004 among Cool Can Technologies, Inc. and NorPac Technologies, Inc.⁽⁷⁾

Extension Agreement dated as of January 14, 2006 between NorPac Technologies, Inc. and Balsam Ventures, Inc.⁽⁸⁾

Agreement and Plan of Merger dated November 7, 2006 among Norpac Technologies, Inc., Nextdigital Corp. and Nextdigital Acquisition Corp.⁽⁹⁾

Loan Agreement dated November 7, 2006 between Norpac Technologies, Inc. and Nextdigital Corp.⁽⁹⁾

Promissory Note executed by Nextdigital Corp in favor of Norpac Technologies, Inc.⁽⁹⁾

Loan Agreement dated December 4, 2006 between Norpac Technologies, Inc. and Nextdigital Corp.⁽¹⁰⁾

Promissory Note executed by Nextdigital Corp in favor of Norpac Technologies, Inc.⁽¹⁰⁾

Loan Agreement dated January 30, 2007 between Norpac Technologies, Inc. and Nextdigital Corp.⁽¹²⁾

Promissory Note executed by Nextdigital Corp in favor of Norpac Technologies, Inc.⁽¹²⁾

Loan Agreement dated November 20, 2006 between Norpac Technologies, Inc. and Nextdigital Corp.

Promissory Note executed by Nextdigital Corp in favor of Norpac Technologies, Inc.

Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed with the SEC as an exhibit to our registration statement on Form 10SB originally filed on August 26, 1999, as amended.

Filed with the SEC as an exhibit to our annual report on Form 10-KSB for the year ended June 30, 2001.

Filed with the SEC on June 20, 2002 as an exhibit to our current report on Form 8-K.

Filed with the SEC on January 9, 2004 as an exhibit to our current report on Form 8-K.

Filed with the SEC as an exhibit to our annual report on Form 10-KSB for the year ended June 30, 2002.

Filed with the SEC as an exhibit to our quarterly report on Form 10-QSB for the fiscal period ended September 30, 2003.

Filed with the SEC on July 8, 2004 as an exhibit to our current report on Form 8-K.

Filed with the SEC as an exhibit to our current report on Form 8-K filed January 19, 2006.

Filed with the SEC as an exhibit to our current report on Form 8-K filed November 13, 2006.

Filed with the SEC as an exhibit to our current report on Form 8-K filed December 7, 2006.

Filed with the SEC as an exhibit to our current report on Form 8-K filed January 11, 2007.

Filed with the SEC as an exhibit to our current report on Form 8-K filed February 5, 2007.