UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended December 31, 2001

[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period to

Commission File Number 0-27147
-------

COOL CAN TECHNOLOGIES, INC.
__________________________________________________
(Exact name of small Business Issuer as specified in its charter)

Minnesota 95-4705831
- --------------------------------- ---------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

Suite 206, 4505 Las Virgenes Road
Calabasas, CA 91302
- ---------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)

Issuer's telephone number,
including area code: (818) 871-9999
----------------

NOT APPLICABLE
_____________________________________________________________________
(Former name, former address and former fiscal six months, if changed since last
report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days: [X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 19,352,966 shares common stock
outstanding as of February 11, 2002.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the six months ended December 31, 2001 are not necessarily
indicative of the results that can be expected for the year ending June 30,
2002.

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

CONDENSED BALANCE SHEETS

December 31, June 30,
ASSETS 2001 2001
(Unaudited) (Audited)

---------- ----------

Cash $ 395 $ 1,515
---------- ----------
Total current assets 395 1,515

Intangibles 38,000 39,200
---------- ----------
$ 38,395 $ 40,715
========== ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable $ 66,407 $ 71,885
Accounts payable, stockholders 151,140 108,640
Due to stockholders 142,232 296,732
---------- ----------

Total current liabilities 359,779 477,257

STOCKHOLDERS' DEFICIT:
Preferred stock - -
Common stock 664,769 279,769
Accumulated deficit (986,153) (716,311)
---------- ----------
(321,384) (436,542)
---------- ----------

$ 38,395 $ 40,715
========== ==========

Note: The balance sheet at June 30, 2001 has been taken from the audited
financial statements at that date, and has been condensed.

See Notes to Condensed Financial Statements.

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

STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended Six Months Ended
December 31 December 31
------------------------ ----------------------------

2001 2000 2001 2000
------------ ------------ ------------ ------------

Revenues $ - $ - $ - $ -
Administrative pre-opening and
development expenses 210,744 85,828 269,842 133,586
------------ ------------ ------------ ------------

Net loss $ (210,744) $ (85,828) $ (269,842) $ (133,586)
============ ============ ============ ============

Loss per common share $ (.01) $ (.01) $ (.01) $ (.01)
============ ============ ============ ============

Loss per common share assuming dilution $ (.01) $ (.01) $ (.01) $ (.01)
============ ============ ============ ============

Weighted average outstanding shares 19,152,966 18,127,966 18,640,466 18,127,966
============ ============ ============ ============

See Notes to Condensed Financial Statements.

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

CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

Six Months Ended
December 31
----------------------

2001 2000
---------- ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(269,842) (133,586)
Amortization 1,200 1,200
Stock option compensation expense 120,000 -
Decrease in prepaid expenses - (535)
Increase (decrease) in accounts payable 4,522 31,342
Increase (decrease) in accounts payable, stockholders 42,500 -
---------- ----------
Net cash used in operating activities (101,620) (101,579)

CASH FLOWS FROM FINANCING ACTIVITIES:
Due to stockholders 50,500 101,000
---------- ----------

Net increase in cash 50,500 101,000

CASH FLOWS FROM INVESTING ACTIVITIES:

Issuance of common stock 50,000 -
---------- ----------

Net decrease in cash (1,120) (579)

Cash:
Beginning of period 1,515 579
---------- ----------

End of period $ 395 $ -
========== ==========

Noncash financing and investing activities:
Conversion of debt to common stock $ 205,000
==========
Conversion of payable to common stock $ 10,000
==========

See Notes to Condensed Financial Statements.

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

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Condensed Financial Statements:

The condensed balance sheet as of December 31, 2001, the statement of operations
for the six-month periods ended December 31, 2001 and 2000, and the condensed
statement of cash flows for the six-month periods then ended have been prepared
by the Company, without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and changes in cash flows at
December 31, 2001 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's June 30, 2001
audited financial statements. The results of operations for the period ended
December 31, 2001 are not necessarily indicative of the operating results for
the full year.

Note 2. Stockholders' Equity:

During the six months ended December 31, 2001, stockholders' deficit changed for
net loss of $269,842 and for the issuance of common stock for $385,000.

Note 3. Stock Compensation:

The Company has adopted the provisions of FASB Interpretation No. 44,
"Accounting for Certain Transactions Involving Stock Compensation - an
interpretation of APB Opinion No. 25" ("FIN44"). FIN 44 clarifies the
accounting consequence of various modifications to the terms of previously fixed
stock options or awards.

On September 21, 2001, the Company repriced 3,550,000 stock options to $.60 per
share. In October, 2001, the Company repriced 1,050,000 stock options to $.31
per share for directors and employees. 500,000 of these options were exercised
at $.31 per share. In addition, the Company issued 600,000 shares of common
stock in exchange for $60,000 in debt at November 30, 2001.

Note 4. Other:

The Company has entered into a funding agreement with a stockholder of the
Company whereby the stockholder has been granted the right to provide up to
$1,000,000 of funding over a 12-month period. The purchase price for any shares
purchased pursuant to the funding arrangement will equal 75% of the average
closing price of the Company's common shares for the 10 day period immediately
preceding receipt by the Company of notice of intention to fund. Any shares
purchased will be restricted shares.

Item 2. Management's Discussion and Analysis or Plan of Operations

FORWARD LOOKING STATEMENTS

The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements involve risks and uncertainties, including statements
regarding the Company's capital needs, business strategy and expectations. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "Intend", "anticipate", "believe", estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable
terminology. Actual events or results may differ materially. In evaluating
these statements, you should consider various factors, including the risks
outlined in the Risk Factors section below, and, from time to time, in other
reports the Company files with the SEC. These factors may cause the Company's
actual results to differ materially from any forward-looking statement. The
Company disclaims any obligation to publicly update these statements, or
disclose any difference between its actual results and those reflected in these
statements. The information constitutes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.

OVERVIEW

We are in the business of developing and marketing a patented unique proprietary
technology which will allow for the licensing and manufacture of a commercially
viable self-chilling beverage container product.

Our proposed product is referred to by us as the "Cool Can" product and consists
of a module for insertion in an aluminium beverage container that incorporates a
cartridge of liquid carbon dioxide ("CO2") that is held in place by a cartridge
holder. The module consists of proprietary technology for which we have been
granted patent protection. The module would be inserted in an aluminium
beverage container during an automated canning process. Containers
incorporating the Cool Can product would be identified and sold as self-chilling
beverage containers. To start the chilling process, a consumer would pull the
tab off the container as with a regular non-chilling beverage container. When
the tab on the lid of the beverage container is pulled by the consumer, a valve
mechanism within the container releases the compressed liquid CO2. The escaping
CO2 forms into small particles of frozen snow at extremely cold temperatures and
rapidly imparts a chilling action to the beverage. The targeted result is that
the consumer may purchase a beverage at room temperature and enjoy it cold
without having to purchase it from a cooler or purchase ice to cool the
beverage.

Our Cool Can product is presently in the development stage. We have not
finalized commercialization of our Cool Can product and we have not yet achieved
any sales of our Cool Can product.

PLAN OF OPERATION

Our plan of operations for the next twelve months includes the following
components:

1. The first phase will be to proceed with product development and
production of samples of our self-chilling beverage container modules. This
phase will include the following elements:

(a) Product fabrication, including testing and studying design concepts,
making required design modifications, developing and building a fully
functioning prototype self-chilling beverage container.

(b) Follow on prototype development including, analysis, testing and fine
tooling required for production and finalizing all production drawings and
specifications.

(c) Producing high-volume production cost estimates and methods, including
estimation of tooling costs, sourcing production facilities and requesting bids
for tender from potential manufacturers of component parts and analysis and cost
estimates for projected method of assembling of chilling module.

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

3. The third phase of our plan of operations is to market and pursue
licensing of our Cool Can technology. This phase is anticipated to include
presentation of product-ready samples to the 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 test the
finished product in the market.

We will not be able to proceed with our plan of operations unless we achieve
significant additional financing. If we achieve sufficient additional
financing, of which there is no assurance, then the estimated cost and timeframe
for completion of each of the above components of our plan of operations will be
as follows:

1. Product development is estimated to be completed over a timeframe of six
months, commencing upon us achieving the required financing, at an estimated
cost of $200,000.

2. Consultation feedback is estimated to take place over a timeframe of six
months following completion of phase one at an estimated cost of $100,000.

3. Marketing and licensing will follow phase two and is estimated to take
six months at an estimated cost of $100,000.

We currently have a cash position of $395 as at December 31, 2001. In addition,
we have a current working capital deficit of $359,384 as at December 31, 2001.
Accordingly, we will require additional financing in order to proceed with our
plan of operations (see "Liquidity and Capital Resources" below). If we achieve
financing that is less than that required to pursue our stated plan of
operations, then we will scale back our plan of operations to concentrate solely
on the product development phase of our plan of operations. In this event, we
will pursue product development to the extent of our financial resources.

We have only been able to undertake minimal activities towards the development
of pursuing our stated plan of operations to develop and commercialize our Cool
Can Technology during the first six months of our current fiscal year. As
discussed above, we will not be able to proceed with our plan of operations
unless we achieve significant additional financing.

RESULTS OF OPERATIONS

Revenues

We did not earn any revenues during the six months ended December 31, 2001 or
the year ended June 30, 2001. We do not anticipate earning revenues until such
time as we have completed commercial development of products incorporating our
Cool Can technology. We are presently in the development stage of our business
and we can provide no assurance that we will be able to complete commercial
development or successfully sell or license products incorporating our Cool Can
technology once development is complete.

Operating Expenses

Our operating expenses were $269,842 for the six months ended December 31, 2001,
compared to operating expenses of $133,586 for the six months ended December 31,
2000. Our operating expenses for the six months ended December 31, 2001
included a stock option compensation expense in the amount of $120,000. Our
operating expenses for the six months ended December 31, 2001 exclusive of the
stock option compensation expense consisted primarily of: (i) product
development expenses in the approximate amount of $16,400; (ii) consulting fees
accrued to Mr. Bruce Leitch, our chief executive officer, in the amount of
$51,000 and (iii) legal and accounting expenses in the amount of $34,790
incurred in connection with our reporting obligations under the Securities
Exchange Act of 1934 and our financing activities. Product development
expenses for the three months ended December 31, 2001 consisted of expenses in
the amount of $5,419 incurred in connection with the pursuit of patent
protection for our intellectual property.

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 technology in accordance with our plan of operations.

Net Loss

We recorded a net loss of $269,842 for the six months ended December 31, 2001,
compared to a net loss of $133,586 for the six months ended December 31, 2000.
Our net loss was comprised entirely of operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

We had cash on hand of $395 as at December 31, 2001, compared to $1,515 as at
June 30, 2001. We had a working capital deficit of $359,384 as at December 31,
2001, compared to $475,742 as at June 30, 2001.

We were dependent on loans from certain of our shareholders during the six
months ended December 31, 2001, a private placement of our common stock and
exercises of stock options to finance our business operations. Loans from
shareholders decreased to $346,732 as at December 31, 2001 from $296,732 as at
June 30, 2001 during the three months ended December 31, 2001. These loans are
outstanding as demand loans with no fixed date for repayment. There is no
assurance that we will be able to obtain any additional loans from shareholders.
We completed the issuance of 1,100,000 shares of our common stock for aggregate
proceeds of $215,000 during the three months ended December 31, 2001 pursuant to
the exercise of stock options. The proceeds of these issuances were used to
reduce our outstanding debt to shareholders and to pay outstanding accounts
liabilities. Accrued but unpaid consultant fees payable to our president, Mr.
Bruce Leitch, increased to $151,140 as at December 31, 2001 from $108,640 as at
June 30, 2001.

We sold an additional 125,000 shares of our common stock at a price of $0.40 per
share to Bay Financial S.A., a private investor, pursuant to Regulation S of the
Securities Act of 1933 on October 29, 2001. The proceeds of this sale were
applied to our ongoing product development program and to general working
capital purposes. This sale was completed pursuant to a funding arrangement
with Bay Financial whereby we granted Bay Financial the right to provide up to
$1,000,000 of funding over a 12-month period. The purchase price for any shares
purchased pursuant to the funding arrangement will equal 75% of the average
closing price of the shares of our common stock for the 10 day period
immediately preceding receipt by us of notice of intention to fund from the
investor. Any shares purchased will be restricted shares. There is no
assurance that Bay Financial will exercise its right to purchase additional
shares of our common stock under this funding arrangement.

Our current monthly operating expenses are approximately $12,000 per month. Our
current cash reserves are only sufficient to enable us to operate for an
additional one month, assuming that our revenues remain constant. In addition,
we require approximately $400,000 in order to carry out our plan of operations
over the next twelve months. Accordingly, we will immediately require
additional financing if we are to continue as a going concern and to finance our
business operations. We anticipate that any additional financing would be
through the sales of our common stock or other equity-based securities. We are
presently in the process of negotiating private placements of securities to
raise working capital to finance its operations. However, we do not have any
arrangements in

place for the sale of any of our securities and there is no assurance that we
will be able to raise the additional capital that we require to continue
operations. In the event that we are unable to raise additional financing
on acceptable terms, we intend to reduce our product development
efforts and may implement additional actions to reduce expenditures.

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

A. our ability to develop a commercially marketable Cool Can product;

B. the success of our planned license agreements for the Cool Can technology
that we develop;

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

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

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities

During our quarter year ended December 31, 2001, we completed the sale of
125,000 shares of our common stock on October 29, 2001 at a price of $0.40 per
share for proceeds of $50,000. The purchaser was Bay Financial S.A., a private
investor. We completed the offering pursuant to Regulation S of the Securities
Act. The sale was made in reliance of Category 3 of Rule 903 of Regulation S on
the basis that: (a) the sale was an offshore transaction; (b) no directed
selling efforts were made by us in completing the sale; and (c) offering
restrictions were implement. These offering restrictions included endorsing all
stock certificates representing the purchased shares with the legend required by
Rule 905 of Regulation S. None of the securities were sold through an
underwriter and accordingly, there were no underwriting discounts or commissions
involved. No registration rights were granted to the purchaser.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to our security holders for a vote during the fiscal
quarter ending December 31, 2001.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

EXHIBITS

None.

REPORTS ON FORM 8-K

1. Form 8-K filed November 8, 2001 announcing funding agreement with Bay
Financial, S.A.

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Form 10-QSB Quarter Report to be signed on
its behalf by the undersigned, thereunto duly authorised.

COOL CAN TECHNOLOGIES, INC.

By: /s/ Bruce Leitch
--------------------------------------------
Bruce Leitch
President, Secretary and Treasurer
(Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer)
Director
Date: February 18, 2002