SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Risheq Tareq Adel (Last) (First) (Middle) 27795 COUNTRY LANE (Street) LAGUNA NIGUEL CA 92677 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/24/2008	3. Issuer Name and Ticker or Trading Symbol NORPAC TECHNOLOGIES, INC. [ NRPT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner X Officer (give title below) Other (specify below) Chief Strategy Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,672,726	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	( 1 )	( 1 )	Common Stock	17,672,726	( 2 )	D
Options	( 3 )	04/20/2013	Common Stock	349,426	0.0787	D
Options	( 4 )	09/30/2012	Common Stock	4,193,097	0.0787	D
Options	( 4 )	09/30/2012	Common Stock	394,882	0.0787	D
Options	( 5 )	05/19/2013	Common Stock	4,708,484	0.0787	D
Convertible Note	03/27/2007	03/27/2009	Common Stock	2,515,858	0.0079	D
Convertible Note	10/25/2007	10/25/2009	Common Stock	125,793	0.0795	D

Explanation of Responses:

1. The Series A Convertible Preferred Stock automatically converts into common stock on a one-to-one ratio upon the authorized capital stock of the Company being increased to include not less than 150,000,000 shares of common stock.

2. The holders of Series A Convertible Preferred Stock will be entitled to receive Common Stock at the conversion rate of 1 share of fully paid and non-assessable Common Stock for 1 share of Series A Convertible Preferred Stock.

3. The options fully vested 90 days after the grant date of April 21, 2008.

4. The options vest according to the following schedule and in relation to the grant date of October 1, 2007: 33.33% after one year, with the remaining 66.7% to vest evenly over the remaining schedule.

5. The options vest according to the following schedule and in relation to the grant date of May 20, 2008: 33.33% after one year, with the remaining 66.7% to vest evenly over the remaining months.

	/s/Tareq Risheq	08/01/2008
	** 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 5 (b)(v).
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