SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEITCH BRUCE THOMAS

(Last)

(First)

(Middle)

109 1141 W7TH AVE

(Street)

VANCOUVER BC

999999999

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORPAC TECHNOLOGIES, INC. [ NRPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President/Secretary/Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2005		C		4,095,435⁽¹⁾⁽²⁾⁽³⁾	A	$0⁽²⁾⁽³⁾	5,481,589	D
Common Stock	05/26/2005		C		376,403⁽¹⁾⁽²⁾⁽³⁾	A	$0⁽²⁾⁽³⁾	5,481,589	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
10% Convertible Notes⁽¹⁾⁽²⁾	$0⁽²⁾⁽³⁾	05/26/2005		C			70,000⁽¹⁾	01/06/2003	12/31/2005	Common Shares	4,095,435⁽¹⁾⁽²⁾⁽³⁾	$70,000⁽³⁾	0⁽¹⁾	D
10% Convertible Notes	$0⁽²⁾⁽³⁾	05/26/2005		C			6,490⁽¹⁾	02/14/2003	12/31/2005	Common Shares	376,403⁽¹⁾⁽²⁾⁽³⁾	$6,490⁽³⁾	0⁽¹⁾	D

Explanation of Responses:

1. Mr. Leitch acquired 10% convertible notes (the "Notes") in the principal amount of $90,000 and $6,490 on Jan. 6, 2003 and Feb. 14, 2003, respectively, from Norpac Technologies, Inc. (the "Company") in consideration of amounts owed by the Company to Mr. Leitch. On May 26, 2005, Mr. Leitch received 4,095,435 shares of common stock upon conversion of $70,000 of the principal amount owing on the Notes held by Mr. Leitch, and an additional 376,403 shares of common stock upon conversion of $6,490 of the principal amount owing on the Notes held by Mr. Leitch. These amounts include 595,434 shares and 51,903 shares issued respectively to Mr. Leitch in consideration of interest owed on the convertible notes to May 26, 2005.

2. The Notes bear interest at a rate of 10% per annum subject to any adjustments in accordance with the terms of the Notes. The Notes are convertible at the lesser of $0.001 or 50% of the average trading price of the Company's stock for the 10 trading days preceding the date of conversion. The Company may, at its option, elect to pay interest on the Notes by the issuance of shares of its common stock, the number of which will be determined by dividing the amount of the interest payment by the number which is 70% of the average market price of the Company's common shares for the 10 trading days immediately prior to the interest payment date.

3. Based on the trading price of the Company's shares as of May 26, 2005.

	Bruce T. Leitch	05/27/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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